EXHIBIT 10.17
                            ASSET EXCHANGE AGREEMENT

                                 By and Between

                             EZ COMMUNICATIONS, INC.

                     PROFESSIONAL BROADCASTING, INCORPORATED

                              EZ PHILADELPHIA, INC.

                             SFX BROADCASTING, INC.

                                       and

                               SFX HOLDINGS, INC.

                                   Dated as of

                                February 25, 1997












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                                TABLE OF CONTENTS

<S>              <C>                                                                                             <C>

ARTICLE 1         DEFINED TERMS...................................................................................2

ARTICLE 2         EXCHANGE OF LICENSES AND STATIONS...............................................................2
         2.1      Agreement to Exchange Licenses and Stations; Exchange Schedule; Appraisals;
                    Tax Reporting.................................................................................2
         2.2      Assumption of Liabilities and Obligations. .....................................................4
         2.3      Closing.........................................................................................8
         2.4      Escrow Arrangements.............................................................................8
         2.5      Accounts Receivable.............................................................................8
         2.6      Like-Kind Exchange..............................................................................9

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF THE SFX PARTIES...............................................9
         3.1      Organization and Business; Power and Authority; Effect of Transaction..........................10
         3.2      Financial and Other Information................................................................10
         3.3      Changes in Condition...........................................................................11
         3.4      Materiality....................................................................................11
         3.5      Title to Properties; Leases....................................................................11
         3.6      Compliance with Private Authorizations.........................................................12
         3.7      Compliance with Governmental Authorizations and Applicable Law.................................12
         3.8      Intangible Assets..............................................................................14
         3.9      Related Transactions...........................................................................14
         3.10     Insurance......................................................................................15
         3.11     Tax Matters....................................................................................15
         3.12     Employee Retirement Income Security Act of 1974................................................15
         3.13     Inapplicability of Specified Statutes..........................................................17
         3.14     Employment Arrangements........................................................................17
         3.15     Material Agreements............................................................................17
         3.16     Ordinary Course of Business....................................................................18
         3.17     Broker or Finder...............................................................................19
         3.18     Solvency.......................................................................................19
         3.19     Environmental Matters..........................................................................19
         3.20     Trade or Barter................................................................................20

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF THE EZ PARTIES...............................................20
         4.1      Organization and Business; Power and Authority; Effect of Transaction..........................20
         4.2      Financial and Other Information................................................................21
         4.3      Changes in Condition...........................................................................21
         4.4      Materiality....................................................................................22
         4.5      Title to Properties; Leases....................................................................22
         4.6      Compliance with Private Authorizations.........................................................23
         4.7      Compliance with Governmental Authorizations and Applicable Law.................................23
         4.8      Intangible Assets..............................................................................25

                                      

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         4.9      Related Transactions...........................................................................25
         4.10     Insurance......................................................................................25
         4.11     Tax Matters....................................................................................26
         4.12     Employee Retirement Income Security Act of 1974................................................26
         4.13     Inapplicability of Specified Statutes..........................................................27
         4.14     Employment Arrangements........................................................................28
         4.15     Material Agreements............................................................................28
         4.16     Ordinary Course of Business....................................................................29
         4.17     Broker or Finder...............................................................................30
         4.18     Solvency.......................................................................................30
         4.19     Environmental Matters..........................................................................30
         4.20     Trade or Barter................................................................................30

ARTICLE 5         COVENANTS......................................................................................31
         5.1      Access to Information; Confidentiality.........................................................31
         5.2      Agreement to Cooperate.........................................................................32
         5.3      Public Announcements...........................................................................34
         5.4      Notification of Certain Matters................................................................34
         5.5      No Solicitation................................................................................35
         5.6      Conduct of Business by SFX Pending the Closing.................................................35
         5.7      Conduct of Business by EZ Pending the Closing..................................................37
         5.8      FCC Application; Divesture Commitment..........................................................39
         5.9      Delivery of Disclosure Schedules...............................................................40

ARTICLE 6         CLOSING CONDITIONS.............................................................................40
         6.1      Conditions to Obligations of Each Party to Effect the Exchange.................................40
         6.2      Conditions to Obligations of the EZ Parties....................................................41
         6.3      Conditions to Obligations of the SFX Parties...................................................42

ARTICLE 7         TERMINATION, AMENDMENT AND WAIVER..............................................................44
         7.1      Termination....................................................................................44
         7.2      Effect of Termination..........................................................................45

ARTICLE 8         INDEMNIFICATION................................................................................46
         8.1      Survival.......................................................................................46
         8.2      Indemnification................................................................................46
         8.3      Limitation of Liability........................................................................46
         8.4      Notice of Claims...............................................................................47
         8.5      Defense of Third Party Claims..................................................................47
         8.6      Exclusive Remedy...............................................................................47
         8.7      Rights Under Other Agreements..................................................................47

ARTICLE 9         GENERAL PROVISIONS.............................................................................48
         9.1      Amendment......................................................................................48

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         9.2      Waiver.........................................................................................48
         9.3      Fees, Expenses and Other Payments..............................................................48
         9.4      Notices........................................................................................49
         9.5      Specific Performance; Other Rights and Remedies................................................50
         9.6      Severability...................................................................................50
         9.7      Counterparts...................................................................................51
         9.8      Section Headings...............................................................................51
         9.9      Governing Law..................................................................................51
         9.10     Further Acts...................................................................................51
         9.11     Entire Agreement...............................................................................51
         9.12     Assignment.....................................................................................51
         9.13     Parties in Interest............................................................................52
         9.14     Mutual Drafting................................................................................52
         9.15     EZ Agent for Other EZ Parties..................................................................52
         9.16     SFX Agent for Other SFX Parties................................................................52
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APPENDIX A:                         Definitions

EXHIBITS: 
        <S>                        <C>

         EXHIBIT A-1:               Form of Future EZ Station TBA (Section 5.2(d))
         EXHIBIT A-2:               Form of Future SFX Station TBA (Section 5.2(d))

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                            ASSET EXCHANGE AGREEMENT

         This  Asset  Exchange  Agreement  (this  "Agreement")  is  dated  as of
February 25, 1997, by and among EZ Communications,  Inc., a Virginia corporation
("EZ"), Professional Broadcasting, Incorporated, a Virginia corporation ("PBI"),
EZ Philadelphia,  Inc., a Virginia  corporation ("EZP" and, together with EZ and
PBI, sometimes referred to individually as an "EZ Party" and collectively as the
"EZ Parties") and SFX Broadcasting,  Inc., a Delaware  corporation  ("SFX"), and
SFX Holdings,  Inc., a Delaware  corporation  ("SFX Holdings" and, together with
SFX,  sometimes  referred to individually as an "SFX Party" and  collectively as
the "SFX Parties", each as the context requires).

         WHEREAS,  SFX is party to an asset purchase  agreement (the "Secret-SFX
Agreement") with Secret Communications Limited Partnership ("Secret"),  which is
in turn party to an asset  exchange  agreement (the  "Entercom  Agreement"  and,
together with the Secret-SFX Agreement,  the "SFX Acquisition  Agreements") with
Nationwide   Communications,   Inc.  and  Entertainment   Communications,   Inc.
("Entercom"), upon the consummation of which agreements SFX Holdings will be the
owner,   operator  and  licensee  of  radio   station  WDSY  (FM),   Pittsburgh,
Pennsylvania (the "Future SFX Station")  pursuant to a license issued by the FCC
(the "Future SFX License");

         WHEREAS,  the EZ Parties are party to an asset exchange  agreement (the
"Evergreen-EZ Agreement") with certain affiliates of Evergreen Media Corporation
(the "Evergreen Entities" or "Evergreen"),  upon the consummation of which an EZ
Party will be the owner,  operator  and  licensee  of radio  station  WRFX (FM),
Kannapolis, North Carolina (the "Future EZ Station") pursuant to licenses issued
by the FCC (the "Future EZ License");

         WHEREAS,  the EZ Parties  and the SFX Parties  desire to  exchange  the
Future EZ Assets for the Future SFX Assets and certain  cash  consideration,  on
the terms and conditions hereinafter set forth;

         WHEREAS,  the  parties  hereto  intend  the  Exchanges  to  qualify  as
Like-Kind Exchanges; and

         WHEREAS, EZ is party to an agreement and plan of merger (the "EZ Merger
Agreement"), dated as of August 5, 1996, as amended and restated as of September
27, 1996,  with  American  Radio  Systems  Corporation,  a Delaware  corporation
("American"),   pursuant  to  which  EZ  will  be  merged  into  American  or  a
wholly-owned  subsidiary of American (the  "American-EZ  Merger"),  and American
desires to consent to the Exchanges and the other  transactions  contemplated by
this Agreement;

         NOW,  THEREFORE,  in  consideration  of  the  above  premises  and  the
covenants and agreements  contained  herein,  the EZ Parties and the SFX Parties
intending to be legally bound, do hereby covenant and agree as follows:

                                                     


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                                    ARTICLE 1

                                  DEFINED TERMS

         As used  herein,  unless  the  context  otherwise  requires,  the terms
defined in  Appendix A shall have the  respective  meanings  set forth  therein.
Terms defined in the singular  shall have a comparable  meaning when used in the
plural,  and vice  versa,  and the  reference  to any gender  shall be deemed to
include all genders.  Unless otherwise  defined or the context otherwise clearly
requires,  terms for which  meanings are provided in this  Agreement  shall have
such  meanings  when  used in either  Disclosure  Schedule  and each  Collateral
Document  executed  or required  to be  executed  pursuant  hereto or thereto or
otherwise  delivered,  from time to time,  pursuant hereto or thereto.  The term
"either party" shall,  unless the context otherwise  requires,  refer to SFX and
EZ, and shall include any  Subsidiary of either thereof which is a party to this
Agreement.

                                    ARTICLE 2

                        EXCHANGE OF LICENSES AND STATIONS

         2.1  Agreement to Exchange  Licenses and Stations;  Exchange  Schedule;
Appraisals; Tax Reporting.

         (a) Subject to the terms and  conditions  set forth in this  Agreement,
the SFX  Parties  and the EZ Parties  hereby  agree to  exchange,  transfer  and
deliver  at the  Closing,  the  Future  SFX  Assets and the Future EZ Assets not
previously  transferred by the parties  pursuant to the applicable TBA, free and
clear of any Liens of any  nature  whatsoever  except  Permitted  Liens,  on the
following terms and conditions:

                  (i) the Future SFX Assets  other than the Future SFX  License,
         together with a portion of the Cash Consideration, will be exchanged by
         SFX Holdings with PBI for the Future EZ Assets other than the Future EZ
         License (the "Asset Exchanges"); and

                  (ii) the Future SFX  License,  together  with a portion of the
         Cash Consideration,  will be exchanged by SFX Holdings with EZP for the
         Future EZ License (the "License  Exchanges" and,  collectively with the
         Asset Exchanges, the "Exchanges").

         (b) On or prior to the consummation of the Exchanges,  each party shall
prepare a draft  schedule  that sets forth the  "exchange  groups" and "residual
group" (each within the meaning of Treas.  Reg.  Section  1.1031(j)-1)  together
with each asset  included in the Future EZ Assets and the Future SFX Assets that
belongs to the relevant  exchange group or residual group, and send the schedule
to the other for approval, which approval shall not be unreasonably conditioned,
withheld or delayed. If the draft schedules do not contain any differences, they
shall form the basis for the final  schedule (the "Section 1031  Schedule").  If
the draft schedules contain any differences, the

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parties  shall  negotiate  in good faith to  reconcile  the draft and  produce a
uniform schedule which shall constitute the Section 1031 Schedule.

         (c) In the event EZ and SFX Parent are unable to agree upon the Section
1031  Schedule  prior to the Exchange (or within such period  thereafter as they
shall, from time to time,  agree), the EZ Parties and the SFX Parties agree that
the fair  market  value of each asset  included  in the Future EZ Assets and the
Future  SFX  Assets  will be  determined  on the  basis of the  appraisals  (the
"Appraisals"),  prepared  by the firm of Bond & Pecaro,  whose fee and  expenses
shall be equally  borne by EZ and SFX Parent.  The parties  shall  direct Bond &
Pecaro to deliver  Appraisals  within thirty (30) days from the  appointment  of
such firm and to set forth in the Appraisals the fair market value of each asset
included in the Future EZ Assets and the Future SFX Assets.  Within  thirty (30)
days of the receipt of the Appraisals,  each party shall prepare a draft Section
1031  Schedule and send the schedule to the other for approval,  which  approval
shall  not be  unreasonably  conditioned,  withheld  or  delayed.  If the  draft
schedules  do not  contain  any  differences,  they shall form the basis for the
Section 1031  Schedule.  If the draft  schedules  contain any  differences,  the
parties  shall  negotiate  in good faith to  reconcile  the draft and  produce a
uniform schedule which shall constitute the Section 1031 Schedule.

         (d) Each of EZ and SFX shall cause to be prepared in a timely fashion a
draft of IRS  Forms  8824 for  itself  on the  basis of the  Appraisals  and the
Section  1031  Schedule.  Each of EZ and  SFX  shall  deliver  drafts  of  their
respective IRS Forms 8824 to the other for approval, which approval shall not be
unreasonably conditioned, withheld or delayed.

         (e) Each of EZ and SFX shall cause to be prepared in a timely fashion a
draft of IRS Form 8594 for itself in a manner  consistent  with the Section 1031
Schedule and IRS Forms 8824  prepared in  accordance  with  paragraph (c) above,
reflecting (i) the allocation of consideration  exchanged by it among the assets
acquired  based on the respective  fair market values of the relevant  assets as
set forth in the Appraisals and in accordance  with section 1060 of the Code and
(ii) such other information as required by Section 1060 of the Code and IRS Form
8594. Each of EZ and SFX shall deliver drafts of their respective IRS Forms 8594
to the other for approval, which approval shall not be unreasonably conditioned,
withheld or delayed.

         (f)  Each of EZ and SFX  shall  report  the  transactions  contemplated
hereby as a Like- Kind Exchange under Section 1031 of the Code,  consistent with
the Appraisals,  the Section 1031 Schedule, and IRS Forms 8594 and 8824 prepared
in accordance with  paragraphs (c) and (d) above,  and shall not take, and shall
cause their respective Affiliates,  representatives,  successors and assigns not
to take,  any  position  on any  federal,  state or local Tax  Return or report,
inconsistent  with such reporting  position,  the  Appraisals,  the Section 1301
Schedule or such IRS Form 8584 or 8824.  Each of EZ and SFX shall  promptly give
the other notice of any  disallowance  of or challenge to such  reporting by any
Taxing Authority.

         (g)  Each of EZ and SFX  shall  cooperate  with  the  other,  including
without  limitation in preparing the Section 1031  Schedule,  the IRS Forms 8594
and 8824 and executing all necessary  agreements  and  documents,  to the extent
necessary for each of EZ and SFX to treat the exchange

                                       -3-


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of the  Future EZ Assets  for the  Future  SFX  Assets as a  Like-Kind  Exchange
pursuant to Section 1031 of the Code.

         (h) Notwithstanding the provisions of this Section, the parties to this
Agreement  will  rely  solely  on their  own  advisors  in  determining  the tax
consequences of the  transactions  contemplated by this Agreement and each party
is not relying,  and will not rely, on any  representations or assurances of any
other  party  regarding  such  consequences  other  than  the   representations,
warranties,  covenants and  agreements set forth in writing in this Agreement or
furnished pursuant to the provisions hereof.

         (i) For purposes of this  Agreement,  the terms "Future SFX Assets" and
"Future EZ Assets" shall mean all of the Assets  associated  with the respective
Stations,  other than the  Excluded  Assets,  and, in the case of the Future SFX
Assets, shall include cash in the amount of Twenty Million Dollars ($20,000,000)
(the "Cash Consideration").  For purposes of this Agreement,  the term "Excluded
Assets" shall mean the following Assets

                  (i) all cash and cash  equivalents,  except as  otherwise  set
         forth above in the case of the Future SFX Assets;

                  (ii)  all  Accounts  Receivable  of the EZ  Parties,  the  SFX
         Parties or any direct or indirect  Subsidiary of the EZ Parties and the
         SFX  Parties  relating  to the  Future EZ  Station  and the  Future SFX
         Station, respectively;

                  (iii) the corporate names of each EZ Party and each SFX Party;

                  (iv) all books and  records  which any person is  required  by
         Applicable  Law to retain,  subject to the right of the other  party to
         have  access  and to copy for a  period  of three  (3)  years  from the
         Closing Date;

                  (v) any pension,  profit-sharing  or employee  benefit  plans,
         including any assets in any related trusts;

                  (vi) all insurance  policies  relating to the Future EZ Assets
         and the Future SFX Assets, respectively, (other than insurance proceeds
         that are specifically assigned in connection with the assignment of the
         Future EZ Assets and the Future SFX Assets, respectively);

                  (vii)  software  programs  and other  assets at the  principal
         executive  offices of any EZ Party or SFX Party used to provide certain
         financial  and  accounting  services  for the Future EZ Station and the
         Future SFX Station, respectively; and

                  (viii) any and all  products,  profits  and  proceeds  of, and
         including  without  limitation  any Claims with  respect to, any of the
         foregoing.


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         2.2      Assumption of Liabilities and Obligations.

         (a) As of the  Closing  Date,  (i) PBI shall  assume  and agree to pay,
discharge and perform all of the  obligations and liabilities of the SFX Parties
with respect to the  ownership  and  operation of the Future SFX Station and the
Future SFX Assets (except that all obligations  and liabilities  with respect to
Future SFX License shall be paid, discharged and performed by EZP), and (ii) SFX
Holdings  shall  assume  and  agree to pay,  discharge  and  perform  all of the
obligations  and  liabilities of each EZ Party with respect to the ownership and
operation  of the Future EZ  Station  and the  Future EZ Assets  (including  all
obligations and liabilities  with respect to Future EZ License),  including,  in
both cases, without limitation the FCC Licenses and the Contracts, except to the
extent that,  in either case,  any such  obligation  or liability  relates to or
arises out of the  Nonassumed  Obligations  of any SFX Party or of any EZ Party,
all of which Nonassumed Obligations of such SFX Party and of such EZ Party shall
be and remain the sole and exclusive  obligations  and  liabilities  of such SFX
Party and of such EZ Party, respectively.

         (b) The term "Nonassumed Obligations" shall mean all of the obligations
and liabilities of SFX or of EZ, or any of their  Subsidiaries,  as the case may
be, arising out of or relating to:

                  (i) the  ownership and operation of the Future SFX Station and
         the Future EZ Station,  as the case may be, and the related Assets,  on
         or prior to the Closing Date,  except to the extent otherwise  provided
         in  the  Future  SFX  Station  TBA  and  the  Future  EZ  Station  TBA,
         respectively;

                  (ii)  those  required  to be  disclosed  in either  Disclosure
         Schedule  which are not so disclosed or which,  if  disclosed,  Section
         2.2(b)(ii) of the appropriate  Disclosure  Schedule indicates that such
         obligation or liability will not be assumed;

                  (iii) any breach of any warranty or any  misrepresentation  by
         any party under this Agreement or any Collateral Document;

                  (iv) any  party's  breach  or  violation  of,  or  failure  to
         perform, any of its obligations,  covenants, agreements or undertakings
         set  forth in this  Agreement  or any  Collateral  Document,  including
         without limitation Article 5 of this Agreement;

                  (v) any  obligation  or  liability  relating  to any  Excluded
         Asset;

                  (vi) any obligation or liability with respect to  Indebtedness
         for Money Borrowed;

                  (vii) any taxes,  fees,  expenses or other amounts required to
         be paid by any party  pursuant to the  provisions of this  Agreement or
         any Collateral Document; and

                  (viii) any  Contract  with any  Affiliate  of any party (other
         than  those  Contracts  set  forth  in  Section   2.2(b)(viii)  of  the
         appropriate Disclosure Schedule).


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         (c)  Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary and except as  otherwise  provided in the Future SFX Station TBA or the
Future EZ  Station  TBA,  as the case may be,  all items of income  and  expense
(including  without  limitation,  with respect to rent,  utilities,  Pro Ratable
Taxes and wages, salaries and accrued but unused vacation for employees) arising
from the  conduct of the  business  of the Future EZ Station  and the Future SFX
Station (the conduct of such  business to be in the ordinary  course  consistent
with past practice) shall be prorated  between the EZ Parties and SFX Parties in
accordance with GAAP applied  consistently  with past practice as of 12:01 a.m.,
Eastern time, on the Cut-off Date, with the transferring  party  responsible for
any such items prior to the Cut-off Date and the  transferee  party  responsible
for any such items relating to any subsequent  period.  For these purposes,  Pro
Ratable  Taxes  attributable  to a period that begins  before and ends after the
Cut-off  Date shall be treated on a "closing of the books"  basis as two partial
periods,  one ending at the close of the day  immediately  preceding the Cut-off
Date and the other beginning on the Cut-off Date,  except that Pro Ratable Taxes
(such as property  Taxes)  imposed on a periodic  basis shall be  allocated on a
daily basis.  The parties shall use their best efforts prior to the Closing Date
to agree upon the prorations,  including without  limitation any with respect to
the Trade  Agreements  pursuant  to the  provisions  of Section  2.2(g).  If the
parties do agree upon the prorations  prior to the Closing Date,  payment of the
proration  amounts  shall be due on the later of (i) the fifteenth day after the
parties so agree or (ii) the Closing Date.

         (d) If the parties shall not have agreed to the prorations prior to the
Closing Date,  SFX shall deliver to EZ, not later than sixty (60) days after the
Closing  Date,  a  schedule  of  its  proposed  prorations,   including  without
limitation  any  with  respect  to  the  EZ  Trade  Agreements  pursuant  to the
provisions of Section  2.2(g),  which shall set forth in  reasonable  detail the
basis  for those  determinations  (the  "Pittsburgh  Proration  Schedule").  The
Pittsburgh  Proration  Schedule  shall be  conclusive  and  binding  upon the EZ
Parties  unless EZ provides SFX with written notice of objection (the "Notice of
Disagreement")  within  thirty  (30) days after EZ's  receipt of the  Pittsburgh
Proration Schedule,  which notice shall state the prorations proposed by EZ (the
"EZ  Proration  Schedule").  SFX shall have  fifteen (15) days from receipt of a
Notice of  Disagreement  to accept or reject the EZ Proration  Schedule.  If SFX
rejects  the EZ  Proration  Schedule,  and the  amount in dispute  exceeds  Five
Thousand Dollars  ($5,000),  the dispute shall be submitted within ten (10) days
of such rejection to the Chicago,  Illinois office of Arthur Andersen & Co., LLP
(the  "Referee") for  resolution,  such resolution to be made within thirty (30)
days after submission to the Referee and to be final,  conclusive and binding on
the SFX Parties and the EZ Parties.  EZ and SFX agree to share  equally the cost
and expenses of the  Referee,  but each party shall bear its own legal and other
expenses,  if any.  If the  amount  in  dispute  is equal to or less  than  Five
Thousand Dollars  ($5,000),  such amount shall be divided equally between EZ and
SFX.  Payment  by EZ or SFX,  as the  case  may  be,  of the  proration  amounts
determined  pursuant to this Section 2.2(d) shall be due fifteen (15) days after
the last to occur of (i) EZ's acceptance of the Pittsburgh Proration Schedule or
failure to give SFX a timely Notice of  Disagreement;  (ii) SFX's  acceptance of
the EZ  Proration  Schedule  or failure to reject  within  fifteen  (15) days of
receipt of a timely  Notice of  Disagreement;  (iii) SFX's  rejection  of the EZ
Proration  Schedule  in the event the amount in  dispute  equals or is less than
Five Thousand Dollars ($5,000);  and (iv) notice to SFX and EZ of the resolution
of the  disputed  amount by the  Referee in the event that the amount in dispute
exceeds Five Thousand Dollars ($5,000).


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         (e) If the parties shall not have agreed to the prorations prior to the
Closing  Date, EZ shall deliver to SFX, not later than sixty (60) days after the
Closing  Date,  a  schedule  of  its  proposed  prorations,   including  without
limitation  any  with  respect  to the  SFX  Trade  Agreements  pursuant  to the
provisions of Section  2.2(g),  which shall set forth in  reasonable  detail the
basis  for  those  determinations  (the  "Charlotte  Proration  Schedule").  The
Charlotte  Proration  Schedule  shall be  conclusive  and  binding  upon the SFX
Parties unless SFX provides EZ with a Notice of Disagreement  within thirty (30)
days after SFX's receipt of the Charlotte Proration Schedule, which notice shall
state the prorations  proposed by SFX (the "SFX Proration  Schedule").  EZ shall
have  fifteen (15) days from  receipt of a Notice of  Disagreement  to accept or
reject the SFX Proration Schedule. If EZ rejects the SFX Proration Schedule, and
the amount in dispute exceeds Five Thousand Dollars ($5,000),  the dispute shall
be  submitted  within  ten  (10)  days  of such  rejection  to the  Referee  for
resolution,  such resolution to be made within thirty (30) days after submission
to the Referee and to be final, conclusive and binding on the EZ Parties and the
SFX  Parties.  SFX and EZ agree to share  equally  the cost and  expenses of the
Referee, but each party shall bear its own legal and other expenses,  if any. If
the amount in dispute is equal to or less than Five Thousand  Dollars  ($5,000),
such amount shall be divided  equally  between SFX and EZ. Payment by SFX or EZ,
as the case may be, of the proration amounts determined pursuant to this Section
2.2(e)  shall be due  fifteen  (15)  days  after  the last to occur of (i) SFX's
acceptance  of the Charlotte  Proration  Schedule or failure to give EZ a timely
Notice of  Disagreement;  (ii) EZ's acceptance of the SFX Proration  Schedule or
failure to reject  within  fifteen  (15) days of  receipt of a timely  Notice of
Disagreement;  (iii) EZ's  rejection of the SFX Proration  Schedule in the event
the amount in dispute equals or is less than Five Thousand Dollars ($5,000); and
(iv)  notice  to EZ and SFX of the  resolution  of the  disputed  amount  by the
Referee in the event that the amount in dispute  exceeds Five  Thousand  Dollars
($5,000).

         (f) Any payment  required by SFX to EZ or by EZ to SFX, as the case may
be, under Section 2.2(d),  2.2(e),  2.2(g) or 2.4 shall be paid by wire transfer
of  immediately  available  funds to the  account of the payee with a  financial
institution  in the United  States as  designated by such party in the Charlotte
Proration Schedule or the Pittsburgh Proration Schedule,  as the case may be, or
the  Notice  of  Disagreement  (or by  separate  notice in the event a Notice of
Disagreement  is not sent). If either SFX or EZ fails to pay when due any amount
under Section 2.2(d), 2.2(e), 2.2(g) or 2.4, interest on such amount will accrue
from the date  payment  was due to the date such  payment is made at a per annum
rate equal to the "prime rate" as  published  daily in the Money Rates column of
the Wall  Street  Journal  (or the  average  of such rates if more than one rate
indicated)  plus two  percent  (2%),  and such  interest  shall be payable  upon
demand.

         (g)  Obligations  and  liabilities  under  Trade  Agreements  shall  be
prorated  in favor of the party  assuming  the same only to the extent  that the
aggregate  obligations and liabilities  (determined in accordance with GAAP) for
unperformed  air  time  under  all  such  agreements  as of  12:01  a.m.  on the
applicable  Cut-off Date exceed by Twenty Thousand Dollars ($20,000) in the case
of the Future EZ Station or the Future SFX Station, the fair market value of the
property  (determined  in  accordance  with GAAP) to be received by the Assuming
Party under such Trade  Agreements  after 12:01 a.m. on the  applicable  Cut-off
Date under all such Trade Agreements.  Additionally,  the aggregate  obligations
and liabilities for unperformed air time under all SFX Trade Agreements and

                                       -7-


<PAGE>



under all EZ Trade Agreements on the applicable  Cut-off Date which are required
to be prorated (any excess being part of the applicable Nonassumed  Liabilities)
shall not exceed One  Hundred  Thousand  Dollars  ($100,000).  There shall be no
proration in favor of the assigning party with respect to the Trade  Agreements,
notwithstanding  the fact  that  the  excess,  if any,  of the  obligations  and
liabilities  under  the  Trade  Agreements  over  the fair  market  value of the
property  to be  received  under such Trade  Agreements  after 12:01 a.m. on the
applicable Cut-off Date is less than the amounts specified in the first sentence
of this paragraph.

         (h)  Nothing  contained  in this  Section  2.2 is  intended or shall be
deemed to amend or modify  the  indemnification  provisions  of Article 8 nor to
reallocate responsibility for the matters set forth herein.

         2.3 Closing.  The closing of the Exchanges (the  "Closing")  shall take
place at Hunton & Williams,  1751 Pinnacle Drive, Suite 1700, McLean,  Virginia,
22102,  at 10:00  a.m.,  local  time,  on the latest to occur of (a) the date on
which  the  transactions   contemplated  by  the   Evergreen-EZ   Agreement  are
consummated,  (b) the date on which the transactions contemplated by the Secret-
SFX Agreement are consummated or (c) the tenth (10th) business day after the FCC
Consents shall have been issued and become Final Orders,  or on such other date,
prior to the Termination  Date, or at such other place, as the parties may agree
(the  "Closing  Date").  At the Closing,  each of the parties shall deliver such
bills of sale,  assignments,  assumptions  of  liabilities,  opinions  and other
instruments  and  documents  as are  described  in this  Agreement  or as may be
otherwise reasonably requested by the parties and their respective counsel.

         2.4 Escrow  Arrangements.  Concurrently with the execution hereof,  SFX
shall pay to the Escrow Agent the sum of Five Million Dollars  ($5,000,000) (the
"Escrow  Deposit") to be held by the Escrow  Agent  pursuant to the terms of the
Escrow  Agreement.  On the Closing Date, the SFX Parties shall (i) pay to the EZ
Parties  (or,  in the event a Like-Kind  Exchange is to be effected  pursuant to
Section 2.6, to the "qualified  intermediary"  described in Section 2.6) the sum
of Fifteen Million Dollars  ($15,000,000)  and (ii) instruct the Escrow Agent to
disburse  to the EZ Parties  (or,  in the event a  Like-Kind  Exchange  is to be
effected pursuant to Section 2.6, to the "qualified  intermediary"  described in
Section 2.6) the Escrow Deposit and any interest or other earnings  thereon,  in
each case by wire transfer of immediately  available funds to such account as is
designated by EZ in written instructions to SFX delivered not later than two (2)
business days prior to the Closing.

         2.5  Accounts  Receivable.  Upon the earlier to occur of Closing or the
commencement  of the  applicable  TBA, the SFX Parties  shall  appoint PBI their
agent and the EZ  Parties  shall  appoint  SFX their  agent for the  purpose  of
collecting  all Accounts  Receivable  relating to the Future SFX Station and the
Future EZ Station, respectively.  Each party shall deliver to the other on or as
soon as  practicable  after the Closing Date a complete  and detailed  statement
showing the name,  amount and age of each Account  Receivable  of its  Stations.
Subject to and  limited by the  following,  revenues  relating  to the  Accounts
Receivable  relating  to the  Future  SFX  Station  and the  Future EZ  Station,
respectively,  will be for the  account of the SFX  Parties  and the EZ Parties,
respectively.  Each agent  shall use its best  efforts to collect  the  Accounts
Receivable with respect to which it is

                                       -8-


<PAGE>



acting as agent for a period of ninety  (90) days after the  earlier to occur of
the  Closing  Date or the  date  of  commencement  of the  applicable  TBA  (the
"Collection Period"). Any payment received by either party during the Collection
Period from any customer  with an account  which is an Account  Receivable  with
respect to which it is acting as agent  shall first be applied in  reduction  of
the Accounts Receivable, unless the customer contests in writing the validity of
such  application  or  otherwise  directs  the  application  of such  payment in
writing. During the Collection Period, each agent shall furnish the other with a
list of, and pay over to the other,  the amounts  collected  with respect to the
Accounts  Receivable  with  respect  to which it is acting as agent on a monthly
basis.  Each agent shall provide the other with a final  accounting on or before
the fifteenth  (15th) day following the end of the Collection  Period.  Upon the
request  of either  agent at and after  such  time,  the  parties  shall meet to
mutually  and in good faith  analyze  any  uncollected  Accounts  Receivable  to
determine if the same, in their reasonable  business judgment,  are deemed to be
collectable  and if the party which acted as agent with respect  thereto desires
to retain such Accounts Receivable in the interest of maintaining an advertising
relationship.  As to each such Account Receivable, the parties shall negotiate a
good faith value of such Accounts  Receivable,  which the purchasing party shall
pay to the other if the purchasing  party,  in its sole  discretion,  chooses to
retain such  Accounts  Receivable.  Each party shall retain the right to collect
any of its  Accounts  Receivable  as to which the  parties  are  unable to reach
agreement  as to a good faith  value,  and each party agrees to turn over to the
other any payments received against any such Accounts Receivable.  Neither agent
shall be  obligated  to use any  extraordinary  efforts  to  collect  any of the
Accounts Receivable  assigned to it for collection  hereunder or to refer any of
such  Accounts  Receivable  to a  collection  agency  or  to  any  attorney  for
collection,  and neither agent shall make any such referral or  compromise,  nor
settle or adjust the amount of any such  Accounts  Receivable,  except  with the
approval of the other  agent.  Neither  agent shall incur any  liability  to any
other party for any uncollected  account unless such agent shall have engaged in
willful misconduct or gross negligence in the performance of its obligations set
forth in this Section.  During and after the Collection Period, without specific
agreement  with the agent  with  respect  thereto to the  contrary,  none of the
assigning  parties  nor its agents  shall make any  direct  solicitation  of the
Accounts  Receivable for  collection  purposes,  except for Accounts  Receivable
retained by the assigning party after the Collection Period.

         2.6 Like-Kind Exchange. The EZ Parties may elect to effect the transfer
and  conveyance  of that portion of the Future EZ Assets in respect of which the
Cash  Consideration is to be paid hereunder as part of an exchange under Section
1031 of the Code, in lieu of selling such assets hereunder. If the EZ Parties so
elect,  they shall provide notice to SFX of their  election,  and thereafter (a)
may at any time at or prior to Closing assign their rights (but such  assignment
shall  not  relieve  them  of  their  obligations)  under  this  Agreement  to a
"qualified intermediary" as defined in Treas. Reg. ss.1.1031(k)-1(g)(4), subject
to all  rights  and  obligations  hereunder  of the SFX  Parties  and (b)  shall
promptly provide written notice of such assignment to SFX. The SFX Parties shall
cooperate  with all  reasonable  requests of the EZ Parties  and the  "qualified
intermediary"  in arranging and  effecting  the exchange as one which  qualifies
under  Section  1031  of  the  Code.  Without  limiting  the  generality  of the
foregoing,  if the EZ Parties have given notice of their intention to effect the
disposition of that portion of the Future EZ Assets in respect of which the Cash
Consideration  is to be paid hereunder as part of a tax-deferred  exchange,  the
SFX  Parties   shall  (i)   promptly   provide  the  EZ  Parties   with  written
acknowledgment of such notice and (ii) at Closing,

                                       -9-


<PAGE>



pay the Cash  Consideration  for such  portion  of the  Future  EZ Assets to the
"qualified  intermediary"  rather than to the EZ Parties  (which  payment  shall
discharge,  to the extent of such payment,  the obligation of the SFX Parties to
make payment for the Future EZ Assets hereunder).


                                    ARTICLE 3

                REPRESENTATIONS AND WARRANTIES OF THE SFX PARTIES

         Each SFX Party hereby, jointly and severally,  represents, warrants and
covenants to, and agrees with, the EZ Parties as follows:

         3.1  Organization  and  Business;   Power  and  Authority;   Effect  of
Transaction.

         (a) Each SFX Party is a corporation  duly organized,  validly  existing
and in good standing under the laws of its jurisdiction of organization, has all
requisite  corporate  power  and  authority  to  own or  hold  under  lease  its
properties and to conduct its business as now conducted.

         (b) Each SFX  Party has all  requisite  corporate  power and  authority
necessary  to enable it to execute and deliver,  and to perform its  obligations
under,  this Agreement and each Collateral  Document  executed or required to be
executed by it pursuant hereto or thereto or to consummate the Transactions; and
the execution,  delivery and  performance of this Agreement and each  Collateral
Document  executed or  required to be executed by it pursuant  hereto or thereto
have been duly authorized by all requisite  corporate action on the part of each
SFX Party. This Agreement has been duly executed and delivered by each SFX Party
and constitutes,  and each Collateral  Document to which any SFX Party becomes a
party will,  when  executed  and  delivered by such SFX Party,  constitute,  the
legally valid and binding obligation of such SFX Party, enforceable against such
SFX  Party  in  accordance  with  their   respective   terms,   except  as  such
enforceability may be limited by bankruptcy,  moratorium, insolvency and similar
laws  affecting the rights and remedies of creditors and  obligations of debtors
generally and by general principles of equity.

         (c)  Except  as set  forth  in  Section  3.1(c)  of the SFX  Disclosure
Schedule, neither the execution and delivery by each SFX Party of this Agreement
or any  Collateral  Document  executed or required to be executed by it pursuant
hereto or thereto,  nor the consummation by each SFX Party of the  Transactions,
nor compliance  with the terms,  conditions and provisions  hereof or thereof by
each SFX Party:

                  (i) will conflict with, or result in a breach or violation of,
         or constitute a default under, any Organic Document of any SFX Party or
         any Applicable Law on the part of any SFX Party, or will conflict with,
         or result in a breach or violation of, or  constitute a default  under,
         or permit the  acceleration  of any  obligation or liability in, or but
         for any  requirement  of giving of  notice or  passage  of time or both
         would  constitute  such a conflict  with,  breach or  violation  of, or
         default  under,  or permit any such  acceleration  in, any SFX Material
         Agreement; or

                                      -10-


<PAGE>




                  (ii)  will  require  any  SFX  Party  to make  or  obtain  any
         Governmental    Authorization,    Governmental    Filing   or   Private
         Authorization,   except  for  the  FCC  Consents,   filings  under  the
         Hart-Scott-Rodino  Act and Private  Authorizations the failure of which
         to be  obtained  or  maintained  would  not,  individually  or  in  the
         aggregate, have a Material Adverse Effect on SFX.

         (d) SFX does not have any  direct  or  indirect  Subsidiaries  or other
Affiliates  which own or have any  interest  in the Future SFX Station or any of
the Future SFX Assets other than the other SFX Parties.

         3.2 Financial and Other Information. SFX has heretofore furnished to EZ
copies of the  unaudited  financial  data of the  Future SFX  Station  listed in
Section 3.2 of the SFX Disclosure Schedule (the "SFX Financial Data"). Except as
set forth in Section 3.2 of the SFX Disclosure Schedule (which schedule reflects
the inclusion of "barter" transactions and the effects thereof),  and except for
normal year-end audit  adjustments and accruals,  if any, the SFX Financial Data
have been prepared in accordance  with GAAP applied on a basis  consistent  with
past practices and are a true,  accurate and fair  presentation of the operating
revenues  and  operating  expenses  of the Future SFX  Station  for the  periods
indicated.

         3.3 Changes in  Condition.  Since June 30,  1996,  except to the extent
specifically described in Section 3.3 of the SFX Disclosure Schedule,  there has
been no  Material  Adverse  Change in SFX.  There is no Event known to SFX which
Materially  Adversely Affects,  or (so far as SFX can now reasonably foresee) is
likely to Materially  Adversely Affect,  SFX, except to the extent  specifically
described in Section 3.3 of the SFX Disclosure Schedule.

         3.4 Materiality.  The  representations and warranties set forth in this
Article would in the aggregate be true and correct even without the  materiality
exceptions  or  qualifications  contained  therein  or  set  forth  in  the  SFX
Disclosure  Schedule,  except for such exceptions and  qualifications  including
without limitation those set forth in the SFX Disclosure  Schedule which, in the
aggregate for all such  representations  and  warranties,  are not and could not
reasonably be expected to be Materially Adverse to SFX.

         3.5 Title to Properties; Leases.

         (a) There is no real  property that is or will be owned by an SFX Party
that will be part of the Future SFX Assets. Section 3.5(a) of the SFX Disclosure
Schedule  describes  all Leases of Real Property (the "SFX Leases") used or held
for use in the  operation of the Future SFX Station  (the "SFX Real  Property").
One  of  the  SFX  Parties  will,  assuming  consummation  of  the  transactions
contemplated by the Secret-SFX  Agreement,  have valid and subsisting  leasehold
interests (as shown on Section 3.5(a) of the SFX Disclosure Schedule) in all SFX
Real  Property,  in each case free and clear of all Liens,  except (i) Permitted
Liens and (ii) Liens set forth on Section 3.5(a) of the SFX Disclosure  Schedule
(which Liens shall be released prior to Closing).  Except as otherwise set forth
in Schedule 3.5(a) of the SFX Disclosure Schedule, each SFX Lease included

                                      -11-


<PAGE>



in the SFX Real Property has, to SFX's knowledge,  information and belief,  been
duly  authorized,  executed and  delivered by each of the parties  thereto,  and
will, assuming  consummation of the transactions  contemplated by the Secret-SFX
Agreement  be a legally  valid and binding  obligation  of the  appropriate  SFX
Party,  and,  to SFX's  knowledge,  information  and  belief,  each of the other
parties  thereto,  enforceable in accordance with its terms. The appropriate SFX
Party  will,  assuming  consummation  of the  transactions  contemplated  by the
Secret-SFX Agreement,  have a valid leasehold interest in and enjoy peaceful and
undisturbed  possession  under all SFX Leases pursuant to which it will hold any
SFX Real Property. Assuming consummation of the transactions contemplated by the
Secret-SFX  Agreement,  (x) all SFX Leases will be valid and  subsisting  and in
full force and effect;  and (y)  neither any SFX Party nor, to SFX's  knowledge,
information  and  belief,  any other  party  thereto,  will be in default in the
performance,  observance or fulfillment of any obligation, covenant or condition
contained in any SFX Lease.  Except as  disclosed  in Section  3.5(a) of the SFX
Disclosure Schedule, to the knowledge,  information and belief of SFX, Secret or
Entercom,  all  improvements  on the SFX Real  Property are in  compliance  with
applicable zoning and land use laws,  ordinances and regulations in all respects
necessary to conduct the operation of the Future SFX Station  operating  thereon
as presently conducted,  except for any instances of non-compliance which do not
and will not  individually or in the aggregate have a Material Adverse Effect on
the lessee of such SFX Real  Property.  Except as disclosed in Section 3.5(a) of
the SFX Disclosure  Schedule,  to the knowledge,  information and belief of SFX,
Secret or Entercom,  all such  improvements  are in good working  condition  and
repair  (ordinary wear and tear excepted),  are insurable at standard rates, and
comply  in all  Material  respects  with FCC rules  and  regulations.  Except as
disclosed  in  Section  3.5(a)  of  the  SFX  Disclosure  Schedule,  all  of the
transmitting  towers,  ground radials, guy anchors,  transmitting  buildings and
related  improvements  located on the SFX Real Property are located  entirely on
the SFX Real  Property.  SFX has no  knowledge  of any  pending,  threatened  or
contemplated  action to take by eminent  domain or otherwise to condemn any part
of the SFX Real Property.

         (b) To SFX's knowledge,  information and belief,  Section 3.5(b) of the
SFX Disclosure  Schedule contains a true,  accurate and complete  description of
all Material items of SFX Personal  Property.  None of the SFX Personal Property
is subject to any Lien,  except (i) Permitted  Liens and (ii) Liens set forth in
Section  3.5(b) of the SFX  Disclosure  Schedule  (which Liens shall be released
prior to Closing).  Except as set forth in Section  3.5(b) of the SFX Disclosure
Schedule,  all Material  items of SFX  Personal  Property are in a state of good
repair and maintenance and are in good operating condition, normal wear and tear
excepted,  have been maintained in a manner  consistent with generally  accepted
standards of good engineering  practice and will,  assuming  consummation of the
transactions  contemplated  by the Secret-SFX  Agreement,  permit the Future SFX
Station to be operated in accordance with the terms and conditions of the Future
SFX License and all Applicable Laws.

         3.6  Compliance  with  Private  Authorizations.   To  SFX's  knowledge,
information and belief,  Section 3.6 of the SFX Disclosure Schedule sets forth a
true,  accurate and complete list and description of each Private  Authorization
which individually or when taken together with other  substantially  similar SFX
Private  Authorizations  is  Material to the Future SFX Assets or the Future SFX
Station,  all of  which  are in full  force  and  effect.  To  SFX's  knowledge,
information and belief,

                                      -12-


<PAGE>



the SFX Private Authorizations are all Private Authorizations that are necessary
for the  ownership  and operation by SFX of the Future SFX Assets and the Future
SFX Station and the conduct of business thereof as now conducted or as presently
proposed to be  conducted  or which,  if not  obtained  and  maintained,  could,
individually or in the aggregate,  Materially Adversely Affect SFX. No SFX Party
will, assuming  consummation of the transactions  contemplated by the Secret-SFX
Agreement,  be in breach or  violation  of, or in  default  in the  performance,
observance or fulfillment of, any SFX Private Authorization, and no Event exists
or has occurred,  which  constitutes,  or but for any  requirement  of giving of
notice or passage of time or both would constitute,  such a breach, violation or
default, under any SFX Private Authorization, except for such defaults, breaches
or violations as do not and will not have in the aggregate any Material  Adverse
Effect on SFX. No SFX Private Authorization is the subject of any pending or, to
SFX's  knowledge,  information  or  belief,  threatened  attack,  revocation  or
termination.

         3.7 Compliance with Governmental Authorizations and Applicable Law.

                  (a) Section 3.7(a) of the SFX Disclosure  Schedule  contains a
         description of:

                  (i)  all  Legal  Actions  pending  or,  to  SFX's   knowledge,
         information and belief threatened against any SFX Party with respect to
         the  operation  or  ownership  of any of the  Future  SFX Assets or the
         conduct of the business of the Future SFX Station;

                  (ii)  all  Claims  and  Legal  Actions  pending  or,  to SFX's
         knowledge,  information  and belief,  threatened  against any SFX Party
         with  respect to the  operation  or  ownership of any of the Future SFX
         Assets or the conduct of the business of the Future SFX Station  which,
         individually  or in the aggregate,  are reasonably  likely to result in
         the  revocation  or  termination  of  the  Future  SFX  License  or the
         imposition  of any  restriction  of such a nature  as  would  Adversely
         affect the  ownership  or  operations  of the Future  SFX  Station;  in
         particular, but without limiting the generality of the foregoing, there
         are no  applications,  complaints or Legal Actions pending or, to SFX's
         knowledge,  information  and  belief,  threatened  (x)  before  the FCC
         relating to the ownership or operations of any of the Future SFX Assets
         or the conduct of the  business  of the Future SFX  Station  other than
         applications,  complaints  or Legal  Actions  which  affect  the  radio
         broadcasting industry generally,  or (y) before any Authority involving
         charges of illegal  discrimination  by the Future SFX Station under any
         federal or state employment Laws; and

                  (iii)  each  Governmental   Authorization  (including  without
         limitation all FCC Licenses)  required under Applicable Laws (x) to own
         and operate the Future SFX Station,  as currently conducted or proposed
         to be  conducted on or prior to the Closing  Date,  all of which are in
         full  force and  effect or (y) that are  necessary  to permit  each SFX
         Party  to  execute  and  deliver  this  Agreement  and to  perform  its
         obligations hereunder (the "SFX Governmental Authorizations").

The SFX Parties have delivered to the EZ Parties true and complete copies of the
SFX  Governmental  Authorizations  (including  any and all  amendments and other
modifications thereto).

                                      -13-


<PAGE>



         (b) The  appropriate  SFX  Party  will,  assuming  consummation  of the
transactions  contemplated by the Secret-SFX Agreement,  be the authorized legal
holder of the Future SFX License  listed in Section 3.7(a) of the SFX Disclosure
Schedule,  which  will  not,  assuming  such  consummation,  be  subject  to any
restriction or condition  which would limit in any respect the operations of the
Future SFX Station as  currently  conducted  or proposed to be  conducted  on or
prior to the Closing Date. The Future SFX License is valid and in good standing,
is in full force and effect and is not impaired in any  Material  respect by any
act or  omission  of any SFX  Party or its  officers,  directors,  employees  or
agents,  and the  operation  of the Future SFX Station is in  accordance  in all
Material  respects  with the Future  SFX  License.  The  Future  SFX  Station is
operating in accordance with the Future SFX License, all underlying construction
permits and the FCA.  Except as disclosed  in Section 3.7 of the SFX  Disclosure
Schedule,  no  application,  action or  proceeding is pending for the renewal or
modification of the Future SFX License and, to SFX's knowledge,  information and
belief,  there is not as of the date of this Agreement issued or outstanding any
investigation or material complaint against any SFX Party at the FCC relating to
the Future SFX Station. Except as disclosed in Section 3.7 of the SFX Disclosure
Schedule, as of the date of this Agreement, there is no proceeding pending at or
outstanding notice of violation from the FCC relating to the Future SFX Station.
All fees payable to  Authorities  pursuant to the Future SFX License,  including
FCC  annual  regulatory  fees have been  paid and no event has  occurred  which,
individually or in the aggregate,  and without the giving of notice or the lapse
of time or both, would constitute grounds for revocation thereof or would have a
Material  Adverse  Effect on SFX. All  Material  reports,  forms and  statements
required  to be filed by each SFX Party with the FCC with  respect to the Future
SFX Station have been filed and are true,  complete and accurate in all Material
respects. To the knowledge,  information and belief of SFX, under the FCA, there
are no facts that would  disqualify it as the assignee of the Future EZ Station.
No renewal of the Future SFX  License  would  constitute  a major  environmental
action (as defined in the FCC rules and regulations).

         The    Governmental    Authorizations    comprise   all    Governmental
Authorizations  which are necessary for the lawful ownership or operation of the
Future  SFX  Assets or the  lawful  conduct  of the  business  of the Future SFX
Station as now conducted or as presently  proposed to be  conducted,  except for
Governmental Authorizations,  the failure of which to obtain and maintain, would
not  individually or in the aggregate,  have any Material Adverse Effect on SFX.
No SFX  Governmental  Authorization  is the  subject of any pending or, to SFX's
knowledge,  information and belief, threatened challenge or proceeding to revoke
or terminate any SFX  Governmental  Authorization.  SFX has no reason to believe
that any SFX Governmental  Authorization would not be renewed in the name of SFX
by the granting Authority in the ordinary course.

         (c) With respect to matters, if any, of a nature referred to in Section
3.7(a)  or  3.7(b)  of  the  SFX  Disclosure   Schedule,   except  as  otherwise
specifically  described in Section  3.7(c) of the SFX Disclosure  Schedule,  all
such  information  and  matters  set forth in the SFX  Disclosure  Schedule,  if
adversely  determined  against  SFX,  will  not,  in the  aggregate,  Materially
Adversely Affect SFX.

         3.8 Intangible  Assets.  To SFX's  knowledge,  information  and belief,
Section  3.8 of the SFX  Disclosure  Schedule  sets forth a true,  accurate  and
complete description of all Intangible Assets

                                      -14-


<PAGE>



held or used by SFX (other than the SFX Governmental  Authorizations and the SFX
Private  Authorizations)  relating to the  ownership and operation of the Future
SFX Assets or the conduct of the  business  of the Future SFX Station  (the "SFX
Intangible  Assets"),  including without limitation the nature of SFX's interest
in each and the  extent  to which the same  have  been  duly  registered  in the
offices  as  indicated  therein,   assuming  consummation  of  the  transactions
contemplated by the Secret-SFX Agreement.  One of the SFX Parties will, assuming
such  consummation,  own or possess or  otherwise  have the right to use all SFX
Intangible  Assets  necessary  in order to operate  the Future SFX Assets in the
manner  currently  being  operated by  Entercom  or Secret,  as the case may be.
Except as set forth in Section 3.8 of the SFX Disclosure Schedule, no Intangible
Assets  (except  for the SFX  Governmental  Authorizations  and the SFX  Private
Authorizations  and the SFX Intangible Assets so set forth) are required for the
ownership  or  operation of the Future SFX Assets or the conduct of the business
of the Future SFX Station as currently owned, operated and conducted or proposed
to be owned, operated and conducted on or prior to the Closing Date.

         3.9 Related  Transactions.  No SFX Party will, assuming consummation of
the transactions contemplated by the Secret-SFX Agreement, be a party or subject
to any Contract relating to the ownership and operation of the Future SFX Assets
or the conduct of the  business of the Future SFX Station  between any SFX Party
and  any  of  its  officers,  directors,  stockholders,  employees  or,  to  the
knowledge,  information  and belief of SFX, any Affiliate of any thereof  (other
than another SFX Party), including without limitation any Contract providing for
the  furnishing of services to or by,  providing  for rental of property,  real,
personal or mixed,  to or from,  or  providing  for the lending or  borrowing of
money to or from or otherwise  requiring  payments to or from,  any such Person,
other than (i) SFX Employment  Arrangements  listed or described in Section 3.12
of the SFX Disclosure Schedule and (ii) Contracts between SFX and officers which
constitute SFX Excluded Assets and obligations of SFX not being assumed by EZ.

         3.10  Insurance.  To the  knowledge,  information  and  belief  of SFX,
Entercom  or Secret  maintains,  with  respect  to the Future SFX Assets and the
Future  SFX  Station,  policies  of fire and  extended  coverage  and  casualty,
liability  and other forms of  insurance  in such amounts and against such risks
and losses as are, in the reasonable business judgment of Entercom or Secret, as
the case may be, prudent (a true, complete and accurate  description of which is
set forth in Section 3.10 of the SFX  Disclosure  Schedule)  and the SFX Parties
shall use their reasonable  business efforts to cause Entercom or Secret to keep
such  insurance or  comparable  insurance  in full force and effect  through the
Closing Date, except to the extent otherwise  provided in the Future SFX Station
TBA.

         3.11 Tax Matters. Each SFX Party has, and to the knowledge, information
and belief of SFX, Secret or Entercom, either Secret or Entercom has, in respect
of the Future SFX Assets and the  Future  SFX  Station  filed all  Material  Tax
Returns  which are  required to be filed by it, and has paid,  or made  adequate
provision for the payment of, all Taxes which have or may become due and payable
by it  pursuant  to said Tax  Returns  and all other  governmental  charges  and
assessments  received by it to date other than those Taxes being contested by it
in good  faith.  There are no unpaid  Taxes which are due and payable by SFX, or
alleged by any Taxing Authority to be due and payable,  the non-payment of which
is or could  become a Lien on any of the  Future  SFX  Assets or the  Future SFX
Station. To the knowledge, information and belief of SFX, Secret or Entercom,

                                      -15-


<PAGE>



there are no unpaid  Taxes which are due and payable by Secret or  Entercom,  or
alleged by any Taxing Authority to be due and payable by Secret or Entercom, the
non-payment  of which is or could  become a Lien on any of the Future SFX Assets
or the Future SFX Station. All Taxes in respect of the Future SFX Assets and the
Future SFX Station  which SFX is required  by law to withhold  and collect  have
been duly withheld and  collected,  and have been paid over, in a timely manner,
to the  proper  Authorities  to the extent due and  payable.  To the  knowledge,
information and belief of SFX,  Secret or Entercom,  all Taxes in respect of the
Future  SFX  Assets  and the Future SFX  Station  which  Secret or  Entercom  is
required by law to withhold and collect have been duly  withheld and  collected,
and have been paid over, in a timely  manner,  to the proper  Authorities to the
extent  due  and  payable.  Except  as set  forth  in  Section  3.11  of the SFX
Disclosure  Schedule,  no SFX Party  has  executed  any  waiver  to  extend,  or
otherwise  taken or failed to take any  action  that  would  have the  effect of
extending,  the  applicable  statute  of  limitations  in  respect  of  any  Tax
associated  with the Future SFX Assets or the Future SFX  Station for the fiscal
years prior to and including the most recent fiscal year.

         3.12  Employee  Retirement  Income  Security  Act  of  1974.  To  SFX's
knowledge, information and belief:

                  (a) Section 3.12(a) of the SFX Disclosure  Schedule contains a
         true,  accurate  and  complete  list of all  employees  employed in the
         ownership  or  operation of any of the Future SFX Assets or the conduct
         of the  business  of the Future SFX  Station  (the  "Future SFX Station
         Employees"),  together with each such employee's  title or the capacity
         in which he or she is employed  and all  Employment  Arrangements  with
         respect to such employee (each, an "SFX Employment  Arrangement").  All
         of the SFX Employee Plans and all other SFX Employment Arrangements are
         listed in Section  3.12(a)  of the SFX  Disclosure  Schedule  and true,
         complete and accurate copies of all such written SFX Employee Plans and
         SFX Employment  Arrangements (or related insurance  policies) have been
         furnished to EZ, along with copies of any employee handbooks or similar
         documents   describing  such  SFX  Employee  Plans  or  any  other  SFX
         Employment Arrangements. Section 3.12(a) of the SFX Disclosure Schedule
         also  contains  a  true,  complete  and  accurate  description  of  any
         unwritten  SFX  Employee  Plan  or  other   unwritten  SFX   Employment
         Arrangement.

                  (b) Each SFX Employment  Arrangement has been  administered in
         compliance  with its own  terms  and in  Material  compliance  with the
         provisions of ERISA, the Code, the Age Discrimination in Employment Act
         and any other applicable federal or state Laws. SFX is not aware of any
         pending audit or  examination of any SFX Employee Plan or any other SFX
         Employment  Arrangement  by any  Authority  or of any facts which would
         lead it to believe that any such audit or  examination  is  threatened.
         There  exists no Claim or Legal Action  (other than routine  claims for
         benefits)  with  respect  to any SFX  Employee  Plan or any  other  SFX
         Employment Arrangement pending or, to SFX's knowledge,  information and
         belief,  threatened  against  any SFX  Employee  Plan or any  other SFX
         Employment Arrangement, and no SFX Party possesses any knowledge of any
         facts which could give rise to any such Legal Action or Claim.


                                      -16-


<PAGE>



                  (c) No SFX Party  contributes  to or is required to contribute
         to any  Multiemployer  Plan with  respect  to the  Future  SFX  Station
         Employees  and  neither  any SFX Party nor any other  trade or business
         under common  control with any SFX Party (within the meaning of Section
         414(b), (c), (m) or (o) of the Code) has incurred or reasonably expects
         to incur any  "withdrawal  liability," as defined under Section 4201 et
         seq. of ERISA.

                  (d)  Except  as  described  in  Section  3.12(d)  of  the  SFX
         Disclosure  Schedule,  neither  any SFX Party  nor any  other  trade or
         business under common control with any SFX Party (within the meaning of
         Sections  414(b),  (c), (m) or (o) of the Code) sponsors,  maintains or
         contributes to any SFX  Employment  Arrangement  that provides  retiree
         medical or retiree  life  insurance  coverage to the Future SFX Station
         Employee upon his/her retirement.

                  (e)  Except  as  described  in  Section  3.12(e)  of  the  SFX
         Disclosure  Schedule with respect to each SFX Employee Plan and, to the
         extent applicable, any other compensation arrangement comprising an SFX
         Employment  Arrangement:  (i)  each  such  SFX  Employee  Plan  that is
         intended  to be  tax-qualified,  and  each  amendment  thereto,  is the
         subject of a  favorable  determination  letter,  and no plan  amendment
         thereto  that is not the  subject of a favorable  determination  letter
         would  affect the validity of an SFX Employee  Plan's  letter;  (ii) no
         prohibited  transaction,  within the  definition of Section 4975 of the
         Code or Title 1, Part 4 of ERISA,  has occurred which would subject any
         SFX Party to any  liability  that could  become a liability  of EZ; and
         (iii) all contributions  premiums or payments  accrued,  in whole or in
         part,  under  each  such  SFX  Employee  Plan or other  SFX  Employment
         Arrangement  or with respect  thereto as of the Closing will be paid by
         the appropriate SFX Party prior to the Closing.

                  (f) For purposes of this Section, the term "SFX Employee Plan"
         shall  mean  any  pension,   profit-sharing,   deferred   compensation,
         vacation, bonus, incentive,  medical, vision, dental, disability,  life
         insurance or any other employee benefit plan as defined in Section 3(3)
         of ERISA to which any SFX Party  (under  the terms of  Section  414(b),
         (c), (m) or (o) of the Code) sponsors,  maintains or otherwise is bound
         which provides  benefits to any person employed or previously  employed
         at the Future SFX Station.

         3.13  Inapplicability  of  Specified  Statutes.  SFX is not a  "holding
company", or a "subsidiary company" or an "affiliate" of a "holding company", as
such terms are defined in the Public  Utility  Holding  Company Act of 1935,  as
amended,  or an "investment  company" or a company  "controlled" by or acting on
behalf of an "investment  company",  as defined in the Investment Company Act of
1940, as amended, or a "carrier" or a person which is in control of a "carrier",
as defined in section 11301 of Title 49, U.S.C.

         3.14  Employment  Arrangements.  Except as described in Section 3.14 of
the SFX Disclosure Schedule,  with respect to the Future SFX Station (i) none of
the Future SFX Station Employees is now, or, to SFX's knowledge, information and
belief,  since the date on which Entercom  acquired the Future SFX Station,  has
been, represented by any labor union or other

                                      -17-


<PAGE>



employee collective  bargaining  organization,  and no SFX Party is, or has ever
been, a party to any labor or other collective bargaining agreement with respect
to the Future SFX Station  Employees,  (ii) to the  knowledge,  information  and
belief of SFX, Secret or Entercom, there are no pending grievances,  disputes or
controversies  with any union or any other  employee  or  collective  bargaining
organization  of such  employees,  or  threats of  strikes,  work  stoppages  or
slowdowns or any pending demands for collective  bargaining by any such union or
other organization, and (iii) neither any SFX Party nor any of such employees is
now, or, to SFX's  knowledge,  information  and belief,  since the date on which
Entercom  acquired the Future SFX Station,  has been,  subject to or involved in
or, to SFX's  knowledge,  information  and belief,  threatened  with,  any union
elections, petitions therefore or other organizational or recruiting activities,
in each case with  respect to the Future SFX Station  Employees.  Each SFX Party
has performed in all Material respects all obligations  required to be performed
under each SFX Employee Plan and each other SFX  Employment  Arrangement  and is
not in Material  breach or violation of or in Material  default or arrears under
any of the terms, provisions or conditions thereof.

         3.15 Material Agreements.  Listed on Section 3.15 of the SFX Disclosure
Schedule are all Material  Agreements  relating to the ownership or operation of
the Future SFX Assets or the  conduct of the  business of the Future SFX Station
or to which any of the  Future SFX Assets  will be  subject  (the "SFX  Material
Agreements").  True, accurate and complete copies of each SFX Material Agreement
have been made  available by SFX to EZ and SFX has provided EZ with  photocopies
of all SFX Material  Agreements  requested by EZ (or true, accurate and complete
descriptions  thereof have been set forth in Section 3.15 of the SFX  Disclosure
Schedule,  if any such Material  Agreements  are oral).  All of the SFX Material
Agreements will, assuming  consummation of the transactions  contemplated by the
Secret-SFX Agreement,  be valid, binding and legally enforceable  obligations of
an SFX Party and, to SFX's knowledge,  information and belief, all other parties
thereto  (except to the extent that the invalidity or non-binding  nature of any
SFX Material  Agreements,  individually  or in the  aggregate,  would not have a
Material Adverse Effect on SFX). Each SFX Party will,  assuming  consummation of
the transactions  contemplated by the Secret-SFX  Agreement,  have duly complied
with all of the Material terms and conditions of each SFX Material  Agreement to
which  it  will,  assuming  such  consummation,  be a party  and has not done or
performed,  or failed  to do or  perform  (and  there is no  pending  or, to the
knowledge,  information and belief of SFX,  threatened  Claim that any SFX Party
has not so  complied,  done and  performed  or failed to do and perform) any act
which  would  invalidate  or  provide  grounds  for the other  party  thereto to
terminate  (with or without  notice,  passage of time or both) any SFX  Material
Agreement  or impair the rights or benefits,  or increase the costs,  of any SFX
Party under any SFX  Material  Agreement.  No SFX Party has granted any Material
waivers or forbearance under any SFX Material Agreement and, to SFX's knowledge,
information and belief, no third party is in material default in the performance
of any of its  obligations  under any SFX Material  Agreement.  Except for those
consents or approvals listed in Section 3.15 of the SFX Disclosure Schedule,  no
consents or approvals of any third party are necessary to permit the  assignment
by the SFX  Parties of the SFX  Material  Agreements  to the EZ Parties and such
assignment  will not affect the validity or  enforceability  of any SFX Material
Agreement or cause any Material change in the substantive terms of any of them.


                                      -18-


<PAGE>



         3.16 Ordinary  Course of Business.  To the knowledge,  information  and
belief of SFX,  Entercom,  from the end of its most recent fiscal quarter to the
date  of the  consummation  of the  transactions  contemplated  by the  Entercom
Agreement,  and Secret,  from the date of the  consummation of the  transactions
contemplated by the Entercom Agreement to the date hereof,  except (i) as may be
described  on Section  3.16 of the SFX  Disclosure  Schedule,  or (ii) as may be
required or  expressly  contemplated  by the terms of this  Agreement or the SFX
Acquisition Agreements, with respect to the Future SFX Assets and the Future SFX
Station:

                  (a)  has  operated  its  business  in the  normal,  usual  and
         customary  manner in the  ordinary  and  regular  course  of  business,
         consistent with prior practice;

                  (b) has not sold or  otherwise  disposed of or  contracted  to
         sell or  otherwise  dispose of any  Future SFX Asset  having a value in
         excess of $50,000, other than in the ordinary course of business;

                  (c) except in each case in the  ordinary  course of  business,
         consistent with prior practice:

                           (i)   has not incurred any obligations or liabilities
                  (fixed, contingent or other) having a value in excess of
                  $50,000;

                           (ii)  has not entered into any commitments having a 
                  value in excess of $50,000; and

                           (iii) has not canceled any debts or claims;

                  (d) has not made or  committed  to make any  additions  to its
         property or any purchases of equipment,  except for normal  maintenance
         and replacements;

                  (e)  except  as  described  in  Section  3.16(e)  of  the  SFX
         Disclosure  Schedule,  has not increased the compensation payable or to
         become  payable to the Future SFX Station  Employees  other than in the
         ordinary course of business or otherwise  altered,  modified or changed
         the terms of their employment;

                  (f) has not suffered any Material damage,  destruction or loss
         (whether or not covered by insurance) or any  acquisition  or taking of
         property by any Authority;

                  (g) has not waived any rights of Material  value  without fair
         and adequate consideration;

                  (h) has not experienced any work stoppage; and

                  (i) except in the ordinary course of business, has not entered
         into,  amended or  terminated  any Lease,  Governmental  Authorization,
         Private Authorization, Material

                                      -19-


<PAGE>



         Agreement,  Employment  Arrangement  or Contract,  or any  transaction,
         agreement or arrangement with any Affiliate of Entercom, Secret or SFX.

         3.17  Broker or Finder.  No Person  assisted  in or  brought  about the
negotiation of this  Agreement,  the Exchange or the subject matter of any other
Transactions  in the  capacity  of  broker,  agent or finder  or in any  similar
capacity on behalf of any SFX Party other than Ed Dugan &  Associates  whose fee
will be borne equally by EZ and SFX.

         3.18 Solvency. As of the execution and delivery of this Agreement, each
SFX Party is, and immediately  prior to giving effect to the consummation of the
Transactions will be, Solvent.

         3.19 Environmental Matters.  Except as set forth in Section 3.19 of the
SFX Disclosure Schedule, with respect to the Future SFX Assets.

                  (a) to the knowledge,  information and belief of SFX,  neither
         Entercom nor Secret has been  notified  that it is  potentially  liable
         under, has received any request for information or other correspondence
         concerning its potential liability with respect to any site or facility
         under, or is a "potentially responsible party" under, the Comprehensive
         Environmental  Response,  Compensation  and  Liability  Act of 1980, as
         amended,  the Resource  Conservation  Recovery Act, as amended,  or any
         similar state law;

                  (b) to the knowledge,  information and belief of SFX,  neither
         Entercom nor Secret has entered  into or received  any consent  decree,
         compliance  order  or  administrative  order  issued  pursuant  to  any
         Environmental Law;

                  (c) to the knowledge,  information and belief of SFX,  neither
         Entercom  nor Secret is a party in  interest  or in  default  under any
         judgment,  order, writ,  injunction or decree of any final order issued
         pursuant to any Environmental Law;

                  (d) to the knowledge,  information  and belief of SFX, each of
         Entercom  and  Secret  is in  substantial  compliance  in all  Material
         respects  with  all  Environmental   Laws,  has,  to  SFX's  knowledge,
         information and belief,  obtained all  Environmental  Permits  required
         under  Environmental  Laws,  and is not the  subject  of or,  to  SFX's
         knowledge,  information  and belief,  threatened  with any Legal Action
         involving a demand for damages or other potential  liability  including
         any Lien with respect to Material  violations  or Material  breaches of
         any Environmental Law; and

                  (e) to the knowledge,  information and belief of SFX,  neither
         Entercom  nor Secret  has any  knowledge  of any past or present  Event
         related to the Future SFX Station or any of the Future SFX Assets which
         Event, individually or in the aggregate, will interfere with or prevent
         continued  Material  compliance with all Environmental  Laws, or which,
         individually  or in the aggregate,  will form the basis of any Material
         Claim for the release or threatened  release into the  environment,  of
         any Hazardous Material.


                                      -20-


<PAGE>


         3.20 Trade or  Barter.  To SFX's  knowledge,  information  and  belief,
Section  3.20 of the SFX  Disclosure  Schedule  sets forth a true,  complete and
accurate   description   (including   obligations  and   liabilities   remaining
thereunder)  of all  SFX  Trade  Agreements  that  individually  involve  or may
involve, valued in accordance with GAAP, more than $500 in obligations remaining
thereunder as of the date of this Agreement in money,  property or services or a
remaining term in excess of two months.


                                    ARTICLE 4

                REPRESENTATIONS AND WARRANTIES OF THE EZ PARTIES

         Each EZ Party hereby, jointly and severally,  represents,  warrants and
covenants to, and agrees with, the SFX Parties as follows:

         4.1  Organization  and  Business;   Power  and  Authority;   Effect  of
Transaction.

         (a) Each EZ Party is a corporation duly organized, validly existing and
in good standing under the laws of its  jurisdiction  of  organization,  has all
requisite  corporate  power  and  authority  to  own or  hold  under  lease  its
properties and to conduct its business as now conducted.

         (b) Each EZ Party  has all  requisite  corporate  power  and  authority
necessary  to enable it to execute and deliver,  and to perform its  obligations
under,  this Agreement and each Collateral  Document  executed or required to be
executed by it pursuant hereto or thereto or to consummate the Transactions; and
the execution,  delivery and  performance of this Agreement and each  Collateral
Document  executed or  required to be executed by it pursuant  hereto or thereto
have been duly authorized by all requisite  corporate action on the part of each
EZ Party.  This  Agreement has been duly executed and delivered by each EZ Party
and  constitutes,  and each Collateral  Document to which any EZ Party becomes a
party will,  when  executed  and  delivered  by such EZ Party,  constitute,  the
legally valid and binding obligation of such EZ Party,  enforceable against such
EZ  Party  in  accordance   with  their   respective   terms,   except  as  such
enforceability may be limited by bankruptcy,  moratorium, insolvency and similar
laws  affecting the rights and remedies of creditors and  obligations of debtors
generally and by general principles of equity.

         (c)  Except  as set  forth  in  Section  4.1(c)  of  the EZ  Disclosure
Schedule,  neither the execution and delivery by each EZ Party of this Agreement
or any  Collateral  Document  executed or required to be executed by it pursuant
hereto or thereto,  nor the  consummation by each EZ Party of the  Transactions,
nor compliance  with the terms,  conditions and provisions  hereof or thereof by
each EZ Party:

                  (i) will conflict with, or result in a breach or violation of,
         or constitute a default under,  any Organic Document of any EZ Party or
         any Applicable Law on the part of any EZ Party,  or will conflict with,
         or result in a breach or violation of, or  constitute a default  under,
         or permit the  acceleration  of any  obligation or liability in, or but
         for any requirement of

                                      -21-


<PAGE>



         giving of notice or  passage of time or both  would  constitute  such a
         conflict with,  breach or violation of, or default under, or permit any
         such acceleration in, any EZ Material Agreement; or

                  (ii)  will  require  any  EZ  Party  to  make  or  obtain  any
         Governmental    Authorization,    Governmental    Filing   or   Private
         Authorization,   except  for  the  FCC  Consents,   filings  under  the
         Hart-Scott-Rodino  Act and Private  Authorizations the failure of which
         to be  obtained  or  maintained  would  not,  individually  or  in  the
         aggregate, have a Material Adverse Effect on EZ.

         (d) EZ does not have  any  direct  or  indirect  Subsidiaries  or other
Affiliates which own or have any interest in the Future EZ Station or any of the
Future EZ Assets other than the other EZ Parties.

         4.2 Financial and Other Information. EZ has heretofore furnished to SFX
copies  of the  unaudited  financial  data of the  Future EZ  Station  listed in
Section 4.2 of the EZ Disclosure  Schedule (the "EZ Financial Data").  Except as
set forth in Section 4.2 of the EZ Disclosure  Schedule (which schedule reflects
the inclusion of "barter" transactions and the effects thereof),  and except for
normal year-end audit  adjustments  and accruals,  if any, the EZ Financial Data
have been prepared in accordance  with GAAP applied on a basis  consistent  with
past practices and are a true,  accurate and fair  presentation of the operating
revenues  and  operating  expenses  of the  Future EZ  Station  for the  periods
indicated.

         4.3 Changes in  Condition.  Since June 30,  1996,  except to the extent
specifically  described in Section 4.3 of the EZ Disclosure Schedule,  there has
been no  Material  Adverse  Change  in EZ.  There is no Event  known to EZ which
Materially  Adversely Affects,  or (so far as EZ can now reasonably  foresee) is
likely to Materially  Adversely  Affect,  EZ, except to the extent  specifically
described in Section 4.3 of the EZ Disclosure Schedule.

         4.4 Materiality.  The  representations and warranties set forth in this
Article would in the aggregate be true and correct even without the  materiality
exceptions or qualifications contained therein or set forth in the EZ Disclosure
Schedule,  except  for such  exceptions  and  qualifications  including  without
limitation those set forth in the EZ Disclosure Schedule which, in the aggregate
for all such representations and warranties, are not and could not reasonably be
expected to be Materially Adverse to EZ.

         4.5 Title to Properties; Leases.

         (a) There is no real  property  that is or will be owned by an EZ Party
that will be part of the Future EZ Assets.  Section  4.5(a) of the EZ Disclosure
Schedule  lists all Real Property and describes all Leases of Real Property (the
"EZ Leases") used or held for use in the operation of the Future EZ Station (the
"EZ Real Property").  One of the EZ Parties will,  assuming  consummation of the
transactions   contemplated  by  the  Evergreen-EZ  Agreement,  have  valid  and
subsisting  leasehold interests (as shown on Section 4.5(a) of the EZ Disclosure
Schedule) in all EZ Real

                                      -22-


<PAGE>



Property,  in each case free and clear of all Liens,  except (i) Permitted Liens
and (ii) Liens set forth on Section 4.5(a) of the EZ Disclosure  Schedule (which
Liens shall be released  prior to  Closing).  Except as  otherwise  set forth in
Schedule 4.5(a) of the EZ Disclosure Schedule,  each EZ Lease included in the EZ
Real  Property  has  to  EZ's  knowledge,  information  and  belief,  been  duly
authorized,  executed and  delivered by each of the parties  thereto,  and will,
assuming  consummation  of the  transactions  contemplated  by the  Evergreen-EZ
Agreement,  be a legally  valid and binding  obligation  of the  appropriate  EZ
Party, and, to EZ's knowledge, information and belief, each of the other parties
thereto,  enforceable  in accordance  with its terms.  The  appropriate EZ Party
will, assuming consummation of the transactions contemplated by the Evergreen-EZ
Agreement, have a valid leasehold interest in and enjoy peaceful and undisturbed
possession  under  all EZ  Leases  pursuant  to which  it will  hold any EZ Real
Property.   Assuming  consummation  of  the  transactions  contemplated  by  the
Evergreen-EZ  Agreement,  (x) all EZ Leases will be valid and  subsisting and in
full force and  effect and (y)  neither  any EZ Party  nor,  to EZ's  knowledge,
information  and  belief,  any other  party  thereto,  will be in default in the
performance,  observance or fulfillment of any obligation, covenant or condition
contained  in any EZ Lease.  Except as  disclosed  in  Section  4.5(a) of the EZ
Disclosure  Schedule,  to  the  knowledge,  information  and  belief  of  EZ  or
Evergreen,  all  improvements  on the EZ Real  Property are in  compliance  with
applicable zoning and land use laws,  ordinances and regulations in all respects
necessary to conduct the operation of the Future EZ Station operating thereon as
presently conducted, except for any instances of non-compliance which do not and
will not  individually or in the aggregate have a Material Adverse Effect on the
lessee of such EZ Real Property. Except as disclosed in Section 4.5(a) of the EZ
Disclosure  Schedule,  to  the  knowledge,  information  and  belief  of  EZ  or
Evergreen,  all such  improvements  are in good  working  condition  and  repair
(ordinary wear and tear excepted),  are insurable at standard rates,  and comply
in all Material respects with FCC rules and regulations.  Except as disclosed in
Section 4.5(a) of the EZ Disclosure  Schedule,  all of the transmitting  towers,
ground radials,  guy anchors,  transmitting  buildings and related  improvements
located on the EZ Real Property are located entirely on the EZ Real Property. EZ
has no knowledge of any pending,  threatened or  contemplated  action to take by
eminent domain or otherwise to condemn any part of the EZ Real Property.

         (b) To EZ's knowledge, information and belief, Section 4.5(b) of the EZ
Disclosure  Schedule contains a true,  accurate and complete  description of all
Material  items of EZ Personal  Property.  None of the EZ  Personal  Property is
subject  to any Lien,  except  (i)  Permitted  Liens and (ii) Liens set forth in
Section  4.5(b) of the EZ  Disclosure  Schedule  (which  Liens shall be released
prior to Closing).  Except as set forth in Section  4.5(b) of the EZ  Disclosure
Schedule),  all  Material  items of EZ Personal  Property are in a state of good
repair and maintenance and are in good operating condition, normal wear and tear
excepted,  have been maintained in a manner  consistent with generally  accepted
standards of good engineering  practice and will,  assuming  consummation of the
transactions  contemplated by the Evergreen-EZ  Agreement,  permit the Future EZ
Station to be operated in  accordance  with the terms and  conditions of its FCC
License and all Applicable Laws.

         4.6  Compliance  with  Private   Authorizations.   To  EZ's  knowledge,
information and belief,  Section 4.6 of the EZ Disclosure  Schedule sets forth a
true,  accurate and complete list and description of each Private  Authorization
which individually or when taken together with other

                                      -23-


<PAGE>



substantially  similar EZ Private  Authorizations  is  Material to the Future EZ
Assets or the Future EZ Station,  all of which are in full force and effect.  To
EZ's knowledge,  information and belief,  the EZ Private  Authorizations are all
Private  Authorizations that are necessary for the ownership and operation by EZ
of the Future EZ Assets and the Future EZ Station  and the  conduct of  business
thereof as now conducted or as presently  proposed to be conducted or which,  if
not obtained and maintained, could, individually or in the aggregate, Materially
Adversely Affect EZ. No EZ Party will, assuming consummation of the transactions
contemplated by the Evergreen-EZ  Agreement, be in breach or violation of, or in
default  in the  performance,  observance  or  fulfillment  of,  any EZ  Private
Authorization,  and no Event exists or has occurred,  which constitutes,  or but
for any  requirement  of  giving  of notice  or  passage  of time or both  would
constitute,   such  a  breach,  violation  or  default,  under  any  EZ  Private
Authorization,  except for such  defaults,  breaches or violations as do not and
will not have in the aggregate any Material  Adverse Effect on EZ. No EZ Private
Authorization  is the subject of any pending or, to EZ's knowledge,  information
or belief, threatened attack, revocation or termination.

         4.7 Compliance with Governmental Authorizations and Applicable Law.

         (a) Section 4.7(a) of the EZ Disclosure Schedule contains a description
of:

                  (i)  all  Legal  Actions   pending  or,  to  EZ's   knowledge,
         information and belief threatened  against any EZ Party with respect to
         the  operation  or  ownership  of any of the  Future  EZ  Assets or the
         conduct of the business of the Future EZ Station;

                  (ii)  all  Claims  and  Legal  Actions  pending  or,  to  EZ's
         knowledge, information and belief, threatened against any EZ Party with
         respect to the operation or ownership of any of the Future EZ Assets or
         the  conduct  of  the   business  of  the  Future  EZ  Station   which,
         individually  or in the aggregate,  are reasonably  likely to result in
         the  revocation  or  termination  of  the  Future  EZ  License  or  the
         imposition  of any  restriction  of such a nature  as  would  Adversely
         affect  the  ownership  or  operations  of the  Future EZ  Station;  in
         particular, but without limiting the generality of the foregoing, there
         are no  applications,  complaints or Legal Actions  pending or, to EZ's
         knowledge,  information  and  belief,  threatened  (x)  before  the FCC
         relating to the  ownership or operations of any of the Future EZ Assets
         or the  conduct of the  business  of the  Future EZ Station  other than
         applications,  complaints  or Legal  Actions  which  affect  the  radio
         broadcasting industry generally,  or (y) before any Authority involving
         charges of illegal  discrimination  by the Future EZ Station  under any
         federal or state employment Laws; and

                  (iii)  each  Governmental   Authorization  (including  without
         limitation all FCC Licenses)  required under Applicable Laws (x) to own
         and operate the Future EZ Station,  as currently  conducted or proposed
         to be  conducted on or prior to the Closing  Date,  all of which are in
         full force and effect or (y) that are necessary to permit each EZ Party
         to execute and deliver this  Agreement  and to perform its  obligations
         hereunder (the "EZ Governmental Authorizations").


                                      -24-


<PAGE>



The EZ Parties have delivered to the SFX Parties true and complete copies of the
EZ  Governmental  Authorizations  (including  any and all  amendments  and other
modifications thereto).

         (b)  The  appropriate  EZ  Party  will,  assuming  consummation  of the
transactions contemplated by the Evergreen-EZ Agreement, be the authorized legal
holder of the Future EZ License  listed in Section  4.7(a) of the EZ  Disclosure
Schedule,  which  will  not,  assuming  such  consummation,  be  subject  to any
restriction or condition  which would limit in any respect the operations of the
Future EZ Station as currently conducted or proposed to be conducted on or prior
to the Closing Date. The Future EZ License is valid and in good standing,  is in
full force and effect and is not impaired in any Material  respect by any act or
omission of any EZ Party or its officers,  directors,  employees or agents,  and
the operation of the Future EZ Station is in accordance in all Material respects
with the Future EZ License.  The Future EZ Station is  operating  in  accordance
with the Future EZ License,  all  underlying  construction  permits and the FCA.
Except  as  disclosed  in  Section  4.7  of  the  EZ  Disclosure  Schedule,   no
application,  action or proceeding is pending for the renewal or modification of
the Future EZ License and, to EZ's knowledge,  information and belief,  there is
not as of the date of this Agreement issued or outstanding any  investigation or
material  complaint  against  any EZ Party at the FCC  relating to the Future EZ
Station. Except as disclosed in Section 4.7 of the EZ Disclosure Schedule, as of
the date of this  Agreement,  there is no proceeding  pending at or  outstanding
notice of  violation  from the FCC  relating to the Future EZ Station.  All fees
payable to Authorities  pursuant to the Future EZ License,  including FCC annual
regulatory fees have been paid and no event has occurred which,  individually or
in the aggregate, and without the giving of notice or the lapse of time or both,
would constitute grounds for revocation thereof or would have a Material Adverse
Effect on EZ. All Material reports, forms and statements required to be filed by
each EZ Party with the FCC with respect to the Future EZ Station have been filed
and are true, complete and accurate in all Material respects.  To the knowledge,
information  and  belief of EZ,  under the FCA,  there are no facts  that  would
disqualify  it as the  assignee  of the  Future SFX  Station.  No renewal of the
Future EZ License would constitute a major  environmental  action (as defined in
the FCC rules and regulations).

         The    Governmental    Authorizations    comprise   all    Governmental
Authorizations  which are necessary for the lawful ownership or operation of the
Future EZ Assets or the lawful  conduct of the business of the Future EZ Station
as  now  conducted  or  as  presently  proposed  to  be  conducted,  except  for
Governmental Authorizations,  the failure of which to obtain and maintain, would
not individually or in the aggregate, have any Material Adverse Effect on EZ. No
EZ  Governmental  Authorization  is the  subject  of any  pending  or,  to  EZ's
knowledge,  information and belief, threatened challenge or proceeding to revoke
or terminate any EZ Governmental Authorization. EZ has no reason to believe that
any EZ Governmental  Authorization would not be renewed in the name of EZ by the
granting Authority in the ordinary course.

         (c) With respect to matters, if any, of a nature referred to in Section
4.7(a) or 4.7(b) of the EZ Disclosure Schedule, except as otherwise specifically
described in Section 4.7(c) of the EZ Disclosure Schedule,  all such information
and matters set forth in the EZ  Disclosure  Schedule,  if adversely  determined
against EZ, will not, in the aggregate, Materially Adversely Affect EZ.


                                      -25-


<PAGE>



         4.8  Intangible  Assets.  To EZ's  knowledge,  information  and belief,
Section  4.8 of the EZ  Disclosure  Schedule  sets  forth a true,  accurate  and
complete description of all Intangible Assets held or used by EZ (other than the
EZ Governmental  Authorizations and the EZ Private  Authorizations)  relating to
the  ownership  and  operation  of the  Future EZ Assets or the  conduct  of the
business  of the  Future EZ  Station  (the "EZ  Intangible  Assets"),  including
without  limitation  the nature of EZ's interest in each and the extent to which
the same have been duly registered in the offices as indicated therein, assuming
consummation of the transactions contemplated by the Evergreen-EZ Agreement. One
of the EZ Parties will, assuming such consummation,  own or possess or otherwise
have the right to use all EZ Intangible Assets necessary in order to operate the
Future  EZ  Assets in the  manner  currently  being  operated  by the  Evergreen
Entities.  Except as set forth in Section 4.8 of the EZ Disclosure Schedule,  no
Intangible  Assets  (except for the EZ  Governmental  Authorizations  and the EZ
Private  Authorizations  and the EZ Intangible Assets so set forth) are required
for the  ownership  or  operation  of the Future EZ Assets or the conduct of the
business of the Future EZ Station as currently owned,  operated and conducted or
proposed to be owned, operated and conducted on or prior to the Closing Date.

         4.9 Related  Transactions.  No EZ Party will, assuming  consummation of
the  transactions  contemplated  by the  Evergreen-EZ  Agreement,  be a party or
subject to any Contract relating to the ownership and operation of the Future EZ
Assets or the conduct of the  business  of the Future EZ Station  between any EZ
Party and any of its  officers,  directors,  stockholders,  employees or, to the
knowledge,  information  and belief of EZ, any  Affiliate of any thereof  (other
than another EZ Party),  including without limitation any Contract providing for
the  furnishing of services to or by,  providing  for rental of property,  real,
personal or mixed,  to or from,  or  providing  for the lending or  borrowing of
money to or from or otherwise  requiring  payments to or from,  any such Person,
other than (i) EZ Employment Arrangements listed or described in Section 4.12 of
the EZ  Disclosure  Schedule and (ii)  Contracts  between EZ and officers  which
constitute EZ Excluded Assets and obligations of EZ not being assumed by SFX.

         4.10 Insurance. To the knowledge,  information and belief of EZ, one of
the Evergreen Entities  maintains,  with respect to the Future EZ Assets and the
Future  EZ  Station,  policies  of fire  and  extended  coverage  and  casualty,
liability  and other forms of  insurance  in such amounts and against such risks
and  losses  as are in such  Evergreen  Entity's  reasonable  business  judgment
prudent (a true,  complete  and  accurate  description  of which is set forth in
Section 4.10 of the EZ  Disclosure  Schedule) and the EZ Parties shall use their
reasonable  business  efforts  to cause  the  Evergreen  Entities  to keep  such
insurance or comparable  insurance in full force and effect  through the Closing
Date, except to the extent otherwise provided in the Future EZ Station TBA.

         4.11 Tax Matters. Each EZ Party has, and to the knowledge,  information
and belief of EZ or Evergreen, Evergreen has, in respect of the Future EZ Assets
and the Future EZ Station  filed all Material Tax Returns  which are required to
be filed by it, and has paid, or made adequate provision for the payment of, all
Taxes  which  have or may  become due and  payable  by it  pursuant  to said Tax
Returns and all other  governmental  charges and  assessments  received by it to
date other than those Taxes being  contested  by it in good faith.  There are no
unpaid Taxes which are due and payable by EZ, or alleged by any Taxing Authority
to be due and payable by EZ, the non-payment

                                      -26-


<PAGE>



of which is or could  become a Lien on any of the Future EZ Assets or the Future
EZ Station. To the knowledge,  information and belief of EZ or Evergreen,  there
are no unpaid  Taxes which are due and payable by  Evergreen,  or alleged by any
Taxing Authority to be due and payable by Evergreen, the non-payment of which is
or could  become a Lien on any of the Future EZ Assets or the Future EZ Station.
All Taxes in respect of the Future EZ Assets and the Future EZ Station  which EZ
is  required  by law to  withhold  and  collect  have  been  duly  withheld  and
collected,  and  have  been  paid  over,  in a  timely  manner,  to  the  proper
Authorities  to the extent due and payable.  To the knowledge,  information  and
belief of EZ or Evergreen,  all Taxes in respect of the Future EZ Assets and the
Future EZ Station  which  Evergreen  is required by law to withhold  and collect
have been duly  withheld  and  collected,  and have been paid over,  in a timely
manner, to the proper  Authorities to the extent due and payable.  Except as set
forth in Section 4.11 of the EZ  Disclosure  Schedule,  no EZ Party has executed
any waiver to extend, or otherwise taken or failed to take any action that would
have the effect of extending,  the applicable  statute of limitations in respect
of any Tax associated with the Future EZ Assets or the Future EZ Station for the
fiscal years prior to and including the most recent fiscal year.

         4.12  Employee   Retirement  Income  Security  Act  of  1974.  To  EZ's
knowledge, information and belief:

                  (a) Section 4.12(a) of the EZ Disclosure  Schedule  contains a
         true,  accurate  and  complete  list of all  employees  employed in the
         ownership or operation of any of the Future EZ Assets or the conduct of
         the  business  of  the  Future  EZ  Station  (the  "Future  EZ  Station
         Employees"),  together with each such employee's  title or the capacity
         in which he or she is employed  and all  Employment  Arrangements  with
         respect to such employee (each, an "EZ Employment Arrangement"). All of
         the EZ  Employee  Plans and all other EZ  Employment  Arrangements  are
         listed in  Section  4.12(a)  of the EZ  Disclosure  Schedule  and true,
         complete and accurate  copies of all such written EZ Employee Plans and
         EZ Employment  Arrangements (or related  insurance  policies) have been
         furnished  to SFX,  along  with  copies of any  employee  handbooks  or
         similar  documents  describing  such EZ Employee  Plans or any other EZ
         Employment Arrangements.  Section 4.12(a) of the EZ Disclosure Schedule
         also  contains  a  true,  complete  and  accurate  description  of  any
         unwritten  EZ  Employee   Plan  or  other   unwritten   EZ   Employment
         Arrangement.

                  (b) Each EZ Employment  Arrangement  has been  administered in
         compliance  with its own  terms  and in  Material  compliance  with the
         provisions of ERISA, the Code, the Age Discrimination in Employment Act
         and any other applicable  federal or state Laws. EZ is not aware of any
         pending  audit or  examination  of any EZ Employee Plan or any other EZ
         Employment  Arrangement  by any  Authority  or of any facts which would
         lead it to believe that any such audit or  examination  is  threatened.
         There  exists no Claim or Legal Action  (other than routine  claims for
         benefits)  with  respect  to any EZ  Employee  Plan  or  any  other  EZ
         Employment  Arrangement pending or, to EZ's knowledge,  information and
         belief,  threatened  against  any EZ  Employee  Plan  or any  other  EZ
         Employment Arrangement,  and no EZ Party possesses any knowledge of any
         facts which could give rise to any such Legal Action or Claim.

                                      -27-


<PAGE>




                  (c) No EZ Party contributes to or is required to contribute to
         any Multiemployer  Plan with respect to the Future EZ Station Employees
         and neither any EZ Party nor any other trade or business  under  common
         control with any EZ Party (within the meaning of Section  414(b),  (c),
         (m) or (o) of the Code) has incurred or reasonably expects to incur any
         "withdrawal liability," as defined under Section 4201 et seq. of ERISA.

                  (d)  Except  as  described  in  Section   4.12(d)  of  the  EZ
         Disclosure  Schedule,  neither  any EZ  Party  nor any  other  trade or
         business  under common control with any EZ Party (within the meaning of
         Sections  414(b),  (c), (m) or (o) of the Code) sponsors,  maintains or
         contributes  to any EZ Employment  Arrangement  that  provides  retiree
         medical or retiree  life  insurance  coverage  to the Future EZ Station
         Employee upon his/her retirement.

                  (e)  Except  as  described  in  Section   4.12(e)  of  the  EZ
         Disclosure  Schedule  with respect to each EZ Employee Plan and, to the
         extent applicable,  any other compensation arrangement comprising an EZ
         Employment Arrangement: (i) each such EZ Employee Plan that is intended
         to be tax-qualified,  and each amendment  thereto,  is the subject of a
         favorable  determination  letter, and no plan amendment thereto that is
         not the subject of a favorable  determination  letter  would affect the
         validity  of  an  EZ  Employee   Plan's  letter;   (ii)  no  prohibited
         transaction, within the definition of Section 4975 of the Code or Title
         1, Part 4 of ERISA,  has occurred  which would  subject any EZ Party to
         any  liability  that could  become a  liability  of SFX;  and (iii) all
         contributions  premiums or payments accrued, in whole or in part, under
         each such EZ Employee Plan or other EZ Employment  Arrangement  or with
         respect  thereto as of the Closing will be paid by the  appropriate  EZ
         Party prior to the Closing.

                  (f) For purposes of this Section,  the term "EZ Employee Plan"
         shall  mean  any  pension,   profit-sharing,   deferred   compensation,
         vacation, bonus, incentive,  medical, vision, dental, disability,  life
         insurance or any other employee benefit plan as defined in Section 3(3)
         of ERISA to which any EZ Party (under the terms of Section 414(b), (c),
         (m) or (o) of the Code) sponsors, maintains or otherwise is bound which
         provides benefits to any person employed or previously  employed at the
         Future EZ Station.

         4.13  Inapplicability  of  Specified  Statutes.  EZ is  not a  "holding
company", or a "subsidiary company" or an "affiliate" of a "holding company", as
such terms are defined in the Public  Utility  Holding  Company Act of 1935,  as
amended,  or an "investment  company" or a company  "controlled" by or acting on
behalf of an "investment  company",  as defined in the Investment Company Act of
1940, as amended, or a "carrier" or a person which is in control of a "carrier",
as defined in section 11301 of Title 49, U.S.C.

         4.14  Employment  Arrangements.  Except as described in Section 4.14 of
the EZ  Disclosure  Schedule,  with respect to the Future EZ Station (i) none of
the Future EZ Station  Employees is now, or, to EZ's knowledge,  information and
belief,  since the date on which the appropriate  Evergreen  Entity acquired the
Future EZ Station, has been, represented by any labor

                                      -28-


<PAGE>



union or other employee collective bargaining organization,  and no EZ Party is,
or has ever been, a party to any labor or other collective  bargaining agreement
with  respect  to the  Future  EZ  Station  Employees,  (ii)  to the  knowledge,
information  and belief of EZ or  Evergreen,  there are no  pending  grievances,
disputes or  controversies  with any union or any other  employee or  collective
bargaining organization of such employees, or threats of strikes, work stoppages
or slowdowns or any pending demands for collective  bargaining by any such union
or other organization,  and (iii) neither any EZ Party nor any of such employees
is now, or, to EZ's knowledge,  information and belief,  since the date on which
the  appropriate  Evergreen  Entity  acquired  the Future EZ Station,  has been,
subject  to or  involved  in or,  to EZ's  knowledge,  information  and  belief,
threatened   with,   any  union   elections,   petitions   therefore   or  other
organizational or recruiting activities, in each case with respect to the Future
EZ Station  Employees.  Each EZ Party has performed in all Material respects all
obligations  required to be performed under each EZ Employee Plan and each other
EZ Employment  Arrangements  and is not in Material breach or violation of or in
Material  default or arrears  under any of the terms,  provisions  or conditions
thereof.

         4.15 Material  Agreements.  Listed on Section 4.15 of the EZ Disclosure
Schedule are all Material  Agreements  relating to the ownership or operation of
the Future EZ Assets or the conduct of the  business of the Future EZ Station or
to  which  any of the  Future  EZ  Assets  will be  subject  (the  "EZ  Material
Agreements").  True,  accurate and complete copies of each EZ Material Agreement
have been made  available by EZ to SFX and EZ has provided SFX with  photocopies
of all EZ Material  Agreements  requested by SFX (or true, accurate and complete
descriptions  thereof have been set forth in Section  4.15 of the EZ  Disclosure
Schedule,  if any such  Material  Agreements  are oral).  All of the EZ Material
Agreements will, assuming  consummation of the transactions  contemplated by the
Evergreen-EZ Agreement, be valid, binding and legally enforceable obligations of
an EZ Party and, to EZ's knowledge,  information  and belief,  all other parties
thereto  (except to the extent that the invalidity or non-binding  nature of any
EZ  Material  Agreements,  individually  or in the  aggregate,  would not have a
Material Adverse Effect on EZ). Each EZ Party will, assuming consummation of the
transactions contemplated by the Evergreen-EZ Agreement, have duly complied with
all of the Material terms and conditions of each EZ Material  Agreement to which
it will,  assuming such consummation,  be a party and has not done or performed,
or  failed to do or  perform  (and  there is no  pending  or, to the  knowledge,
information  and  belief of EZ,  threatened  Claim  that any EZ Party has not so
complied,  done and  performed  or failed to do and perform) any act which would
invalidate or provide  grounds for the other party thereto to terminate (with or
without notice, passage of time or both) any EZ Material Agreement or impair the
rights or benefits, or increase the costs, of any EZ Party under any EZ Material
Agreement. No EZ Party has granted any Material waivers or forbearance under any
EZ Material  Agreement and, to EZ's knowledge,  information and belief, no third
party is in material default in the performance of any of its obligations  under
any EZ Material  Agreement.  Except for those  consents or  approvals  listed in
Section  4.15 of the EZ  Disclosure  Schedule,  no consents or  approvals of any
third party are  necessary to permit the  assignment by the EZ Parties of the EZ
Material  Agreements to the SFX Parties and such  assignment will not affect the
validity or  enforceability  of any EZ Material  Agreement or cause any Material
change in the substantive terms of any of them.


                                      -29-


<PAGE>



         4.16 Ordinary  Course of Business.  To the knowledge,  information  and
belief of EZ,  Evergreen,  from the end of its most recent fiscal quarter to the
date hereof, except (i) as may be described on Section 4.16 of the EZ Disclosure
Schedule,  or (ii) as may be required or expressly  contemplated by the terms of
this  Agreement  or the  Evergreen-EZ  Agreement,  with respect to the Future EZ
Assets and the Future EZ Station:

                  (a)  has  operated  its  business  in the  normal,  usual  and
         customary  manner in the  ordinary  and  regular  course  of  business,
         consistent with prior practice;

                  (b) has not sold or  otherwise  disposed of or  contracted  to
         sell or  otherwise  dispose  of any  Future EZ Asset  having a value in
         excess of $50,000, other than in the ordinary course of business;

                  (c) except in each case in the  ordinary  course of  business,
         consistent with prior practice:

                           (i)   has not incurred any obligations or liabilities
                  (fixed, contingent or other) having a value in excess of 
                  $50,000;

                           (ii)  has not entered into any commitments having a 
                  value in excess of $50,000; and

                           (iii) has not canceled any debts or claims;

                  (d) has not made or  committed  to make any  additions  to its
         property or any purchases of equipment,  except for normal  maintenance
         and replacements;

                  (e) has not  increased the  compensation  payable or to become
         payable to the Future EZ Station  Employees  other than in the ordinary
         course of business or otherwise altered,  modified or changed the terms
         of their employment;

                  (f) has not suffered any Material damage,  destruction or loss
         (whether or not covered by insurance) or any  acquisition  or taking of
         property by any Authority;

                  (g) has not waived any rights of Material  value  without fair
         and adequate consideration;

                  (h) has not experienced any work stoppage; and

                  (i) except in the ordinary course of business, has not entered
         into,  amended or  terminated  any Lease,  Governmental  Authorization,
         Private  Authorization,  Material Agreement,  Employment Arrangement or
         Contract,  or  any  transaction,  agreement  or  arrangement  with  any
         Affiliate of Evergreen or EZ.


                                      -30-


<PAGE>



         4.17  Broker or Finder.  No Person  assisted  in or  brought  about the
negotiation of this  Agreement,  the Exchange or the subject matter of any other
Transactions  in the  capacity  of  broker,  agent or finder  or in any  similar
capacity  on behalf of any EZ Party other than Ed Dugan &  Associates  whose fee
will be borne equally by SFX and EZ.

         4.18 Solvency. As of the execution and delivery of this Agreement, each
EZ Party is, and immediately  prior to giving effect to the  consummation of the
Transactions will be, Solvent.

         4.19 Environmental Matters.  Except as set forth in Section 4.19 of the
EZ Disclosure Schedule, with respect to the Future EZ Assets:

                  (a) to the knowledge,  information and belief of EZ, Evergreen
         has not been notified  that it is  potentially  liable  under,  has not
         received any request for information or other correspondence concerning
         its potential liability with respect to any site or facility under, and
         is not a  "potentially  responsible  party"  under,  the  Comprehensive
         Environmental  Response,  Compensation  and  Liability  Act of 1980, as
         amended,  the Resource  Conservation  Recovery Act, as amended,  or any
         similar state law;

                  (b) to the knowledge,  information and belief of EZ, Evergreen
         has not entered into or received any consent decree,  compliance  order
         or administrative order issued pursuant to any Environmental Law;

                  (c) to the knowledge,  information and belief of EZ, Evergreen
         is not a party in interest  or in default  under any  judgment,  order,
         writ,  injunction  or decree of any final order issued  pursuant to any
         Environmental Law;

                  (d) to the knowledge,  information and belief of EZ, Evergreen
         is  in  substantial  compliance  in  all  Material  respects  with  all
         Environmental  Laws,  has, to EZ's  knowledge,  information and belief,
         obtained all Environmental  Permits required under  Environmental Laws,
         and is not the  subject  of or,  to  EZ's  knowledge,  information  and
         belief, threatened with any Legal Action involving a demand for damages
         or other  potential  liability  including  any  Lien  with  respect  to
         Material violations or Material breaches of any Environmental Law; and
                  (e) to the knowledge,  information and belief of EZ, Evergreen
         has no knowledge of any past or present  Event related to the Future EZ
         Station or any of the Future EZ Assets which Event,  individually or in
         the  aggregate,  will  interfere  with or  prevent  continued  Material
         compliance with all  Environmental  Laws, or which,  individually or in
         the  aggregate,  will  form the  basis of any  Material  Claim  for the
         release or threatened  release into the  environment,  of any Hazardous
         Material.

         4.20  Trade or  Barter.  To EZ's  knowledge,  information  and  belief,
Section  4.20 of the EZ  Disclosure  Schedule  sets forth a true,  complete  and
accurate   description   (including   obligations  and   liabilities   remaining
thereunder) of all EZ Trade Agreements that individually involve or may involve,
valued  in  accordance  with  GAAP,  more  than  $500 in  obligations  remaining


                                      -31-


<PAGE>


thereunder as of the date of this Agreement in money,  property or services or a
remaining term in excess of two months.


                                    ARTICLE 5

                                    COVENANTS

         5.1 Access to Information; Confidentiality.

         (a) Each  party  shall  afford,  and prior to the  consummation  of the
transactions  contemplated  by  the  Evergreen-EZ  Agreement  EZ  will  use  its
reasonable  business  efforts to cause  Evergreen  to  afford,  and prior to the
consummation of the  transactions  contemplated by the Secret- SFX Agreement SFX
will use its reasonable  business  efforts to cause  Entercom or Secret,  as the
case may be, to afford,  to the other  party  (including,  in the case of EZ, to
American)  and  its   accountants,   counsel,   financial   advisors  and  other
representatives (the "Representatives") full access during normal business hours
throughout  the  period  prior  to the  Closing  Date  to all  of its  (and  its
Subsidiaries') properties, books, contracts,  commitments and records (including
without  limitation  Tax Returns)  relating to the Assets and the Stations  and,
during such  period,  shall  furnish  promptly  upon  request (i) a copy of each
report, schedule and other document filed or received by any of them pursuant to
the requirements of any Applicable Law (including without limitation the FCA) or
filed by it or any of its Subsidiaries with any Authority in connection with the
Exchanges and other  Transactions  or which may have a Material  effect on their
respective  Assets or  Stations  or their  businesses,  operations,  properties,
prospects,  personnel, condition, (financial or other), or results of operations
thereof,  (ii) to the extent not provided for pursuant to the preceding  clause,
all  financial  records,  ledgers,  work papers and other  sources of  financial
information  possessed or controlled by (x) SFX or its accountants  deemed by EZ
or its  Representatives  necessary  or useful for the purpose of  performing  an
audit of the  business  of the  Future  SFX  Station  and  certifying  financial
statements and financial  information,  and (y) EZ or its accountants  deemed by
SFX or its Representatives  necessary or useful for the purpose of performing an
audit  of the  business  of the  Future  EZ  Station  and  certifying  financial
statements  and  financial   information,   and  (iii)  such  other  information
concerning  any of the  foregoing  as EZ or SFX shall  reasonably  request.  All
non-public  information  furnished pursuant to the provisions of this Agreement,
including without limitation this Section, will be kept confidential and, except
as required by Applicable Law (including  without  limitation in connection with
any registration  statement or similar document filed pursuant to any federal or
state  securities  Law),  shall  not,  whether  prior to or from and  after  the
Closing,  without  the  prior  written  consent  of the  party  disclosing  such
information (and, in the case of EZ, American),  be disclosed by the other party
in any manner  whatsoever,  in whole or in part,  and shall not be used prior to
the Closing for any purposes,  other than in  connection  with the Exchanges and
the other  Transactions.  In no event shall either party (or, in the case of EZ,
American) or any of its Representatives use such information to the detriment of
the other party  whether  prior to or from and after the  Closing.  Prior to the
Closing,  each party (and,  in the case of EZ,  American)  agrees to reveal such
information  only to those of its  Representatives  or other Persons who need to
know such the  information  for the purpose of evaluating  the Exchanges and the
other Transactions, who are

                                      -32-


<PAGE>



informed of the confidential  nature of such information and who shall undertake
in writing (a copy of which,  if requested,  will be furnished to the disclosing
party) to act in accordance  with the terms and  conditions  of this  Agreement.
From and after the  Closing,  each of the parties  shall not,  without the prior
written consent of the other party,  disclose any  information  remaining in its
possession  with respect to the Assets and  Stations  conveyed by it pursuant to
the Exchanges and no such information shall be used for any purposes, other than
in connection  with the Exchanges  and the other  Transactions  or to the extent
required by Applicable Law.

         (b)  Notwithstanding  the provisions of Section 5.1(a),  each party may
disclose such  information  as may be necessary in  connection  with seeking all
Governmental and Private Authorizations or that is required by Applicable Law to
be disclosed.  In the event that this Agreement is terminated in accordance with
its  terms,  each  party  (and,  in the  case of EZ,  American)  shall  promptly
redeliver all non-public  written material  provided pursuant to this Section or
any other  provision  of this  Agreement or  otherwise  in  connection  with the
Exchanges and the other  Transactions and shall not retain any copies,  extracts
or other  reproductions  in whole or in part of such written material other than
one copy thereof which shall be delivered to independent counsel for such party.

         (c) No investigation pursuant to this Section or otherwise shall affect
any  representation  or  warranty  in this  Agreement  of  either  party  or any
condition to the obligations of the parties hereto.

         5.2 Agreement to Cooperate.

         (a) Each of the parties  hereto shall use reasonable  business  efforts
(x) to take,  or cause to be taken,  all actions and to do, or cause to be done,
all things necessary, proper or advisable under Applicable Law to consummate the
Exchanges  and make  effective the other  Transactions,  and (y) to refrain from
taking, or cause to be taken, any action and to refrain from doing or causing to
be done,  any  thing  which  could  impede  or impair  the  consummation  of the
Exchanges or the making effective of the other Transactions,  including,  in all
cases,  without limitation using its reasonable  business efforts (i) to prepare
and file with the applicable  Authorities  as promptly as practicable  after the
execution of this Agreement all requisite  applications and amendments  thereto,
together  with  related  information,  data and  exhibits,  necessary to request
issuance of orders  approving the Exchanges  and the other  Transactions  by all
such  applicable  Authorities,  (ii) to  obtain  all  necessary  or  appropriate
waivers,  consents and approvals,  (iii) to effect all necessary  registrations,
filings and submissions  (including  without  limitation filings within ten (10)
business days of the date of this Agreement under the  Hart-Scott-Rodino Act and
all  filings,  including  without  limitation  the  filing  of  all  appropriate
applications  for FCC Consents,  necessary for EZ and SFX to own and operate the
Future SFX Station and the Future EZ  Station,  respectively),  (iv) to lift any
injunction or other legal bar to the Exchanges or any of the other  Transactions
(and, in such case, to proceed with the Exchanges and the other  Transactions as
expeditiously as possible), and (v) to obtain the satisfaction of the conditions
specified in Article 6, including  without  limitation the truth and correctness
as of  the  Closing  Date  as if  made  on and as of  the  Closing  Date  of the
representations   and  warranties  of  such  party  and  the   performance   and
satisfaction as of the Closing Date of all agreements and

                                      -33-


<PAGE>



conditions  to be  performed  or  satisfied  by such party.  The  parties  shall
prosecute  said  filings and  applications  with all  reasonable  diligence  and
otherwise  use  reasonable  business  efforts to obtain the  termination  of the
Hart-Scott-Rodino  Act  waiting  period  and the grant of FCC  Consents  to such
applications as  expeditiously  as practicable.  If the FCC Consents,  or any of
them,  imposes  any  condition  on either  party  hereto (or, in the case of EZ,
American or any of its Subsidiaries),  such party shall use reasonable  business
efforts to comply with such condition  unless  compliance  would have a Material
Adverse  Effect upon it. If  reconsideration  or judicial  review is sought with
respect  to any FCC  Consent,  SFX and EZ 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 the provisions
of Section 7.1). Notwithstanding anything in this Agreement to the contrary, the
Exchanges are expressly  conditioned upon the grant of the Final Order as to the
FCC Consents  for the transfer of the FCC Licenses for the Stations  without any
condition  Materially  Adverse to the party  acquiring such  Stations,  it being
understood that the imposition of any condition  requiring (a) any SFX Party (or
any  Affiliate  thereof)  to divest  its  interest  in any radio  station in the
Charlotte,  North Carolina market or to otherwise take any action to comply with
Section  73.3555(a)  of the FCC rules  shall not be deemed to have a  Materially
Adverse Effect upon the SFX Parties, or (b) any EZ Party (including American and
its  Subsidiaries)  to  divest  their  interest  in  any  radio  station  in the
Pittsburgh,  Pennsylvania  market or to otherwise take any action to comply with
Section  73.3555(a)  of the FCC rules  shall not be deemed to have a  Materially
Adverse Effect upon the EZ Parties.  Notwithstanding  the foregoing,  nothing in
this  Agreement  shall be  construed to require any EZ Party or any SFX Party to
divest any asset to obtain  termination  of the  Hart-Scott-Rodino  Act  waiting
period or to avoid or settle litigation  initiated by any antitrust  enforcement
Authority  seeking  to block the  transactions  contemplated  by this  Agreement
(unless such divesture is necessary to comply with the multiple  ownership rules
or policies of the FCC).

         (b) The parties shall  cooperate  with one another in the  preparation,
execution  and filing of all  Returns,  questionnaires,  applications,  or other
documents  regarding any real property transfer or gains,  sales, use, transfer,
value  added,   stock  transfer  and  stamp  Taxes,  any  transfer,   recording,
registration  and other fees,  and any similar  Taxes  which  become  payable in
connection  with the Exchanges and the other  Transactions  that are required or
permitted to be filed on or before the Closing Date.

         (c) SFX shall  cooperate  and use its  reasonable  business  efforts to
cause its independent  accountants to reasonably  cooperate with EZ, and at EZ's
expense,  in order  to  enable  EZ to have  SFX and  EZ's or  SFX's  independent
accountants  prepare  audited  financial  statements  for the Future SFX Station
described in Section  6.2(f).  SFX  represents  and warrants that such financial
statements  will have been prepared in  accordance  with GAAP applied on a basis
consistent with past  practices,  will be true,  correct and complete,  and will
present  fairly the  financial  condition and results of operation of the Future
SFX Station.  Without limiting the generality of the foregoing,  SFX agrees that
it will (i)  consent  to the use of such  audited  financial  statements  in any
registration  statement  or other  document  filed by EZ (or  American or any of
either of their  Subsidiaries)  under the Securities Act or the Exchange Act and
(ii) execute and deliver,  and cause its  directors  and officers to execute and
deliver,  such   "representation"   letters  as  are  customarily  delivered  in
connection  with  audits  and as EZ's  independent  accountants  may  reasonably
request under the circumstances. EZ

                                      -34-


<PAGE>



shall cooperate and use its reasonable business efforts to cause its independent
accountants to reasonably  cooperate with SFX, and at SFX's expense, in order to
enable SFX to have EZ and SFX's or EZ's independent  accountants prepare audited
financial  statements for the Future EZ Station  described in Section 6.3(f). EZ
represents and warrants that such financial  statements  will have been prepared
in accordance with GAAP applied on a basis consistent with past practices,  will
be true, correct and complete,  and will present fairly the financial  condition
and  results  of  operation  of the  Future EZ  Station.  Without  limiting  the
generality  of the  foregoing,  EZ agrees that it will (i) consent to the use of
such  audited  financial  statements  in any  registration  statement  or  other
document filed by SFX (or any of its  Subsidiaries)  under the Securities Act or
the  Exchange  Act and (ii) execute and  deliver,  and cause its  directors  and
officers  to  execute  and  deliver,  such   "representation"   letters  as  are
customarily  delivered  in  connection  with  audits  and as  SFX's  independent
accountants may reasonably request under the circumstances.

         (d) The parties  acknowledge and agree that they intend, if appropriate
at the time  the  Hart-Scott-Rodino  Act  waiting  period  has  expired  or been
terminated, and subject, in the case of the Future EZ Station, to the provisions
of the Evergreen-EZ Agreement and, in the case of the Future SFX Station, to the
provisions of the Secret-SFX Agreement,  to execute and deliver a time brokerage
agreement with respect to each of (i) the Future EZ Station substantially in the
form of Exhibit  A-1  attached  hereto and made a part  hereof  (the  "Future EZ
Station  TBA") and (ii) the  Future  SFX  Station  substantially  in the form of
Exhibit A-2  attached  hereto and made a part  hereof  (the  "Future SFX Station
TBA").  Anything in this  Agreement to the contrary  notwithstanding,  including
without  limitation  any  provision  of Articles 3, 4 and 8 and Sections 6.2 and
6.3,  (A) none of the SFX  Parties  shall be liable in any respect to the extent
any of the  representations  and warranties  contained in Article 3, and none of
the EZ  Parties  shall  be  liable  in any  respect  to  the  extent  any of the
representations and warranties  contained in Article 4, are not true and correct
in any  Material  respect  on  and as of the  Closing  Date  due  solely  to the
existence  and operation of the Future SFX Station TBA and the Future EZ Station
TBA,  respectively,  (B) the  conditions set forth in Sections  6.2(c),  6.2(e),
6.3(c) and  6.3(e)  shall not be deemed to be not  satisfied  as a result of any
action or  failure to act of EZ  pursuant  to the  provisions  of the Future SFX
Station TBA and of SFX pursuant to the  provisions of the Future EZ Station TBA,
respectively, and (C) the certificates to be delivered to EZ and SFX pursuant to
the provisions of Section 6.2(c) and 6.3(c), respectively, shall not be required
to address  any of such  representations  and  warranties  that are not true and
correct  in any  material  respect  on and as of  the  Closing  Date  due to the
existence and operation of such agreements.

         5.3  Public  Announcements.  Until  the  Closing,  or in the  event  of
termination of this  Agreement,  each of SFX and EZ shall consult with the other
before issuing any press release or otherwise making any public  statements with
respect to this Agreement,  the Exchanges or any other Transaction and shall not
issue any such press release or make any such public statement without the prior
consent of the other. Notwithstanding the foregoing, each party acknowledges and
agrees that SFX and EZ may, without its prior consent, issue such press releases
or make such public  statements as may be required by  Applicable  Law, in which
case, to the extent practicable,  the party proposing to make such press release
or public statement will consult with the other regarding the nature, extent and
form of such press release or public statement.

                                      -35-


<PAGE>




         5.4  Notification  of Certain  Matters.  SFX and EZ shall  give  prompt
notice  to the  other,  of the  occurrence  or  non-occurrence  of any Event the
occurrence  or  non-occurrence  of  which  would  be  likely  to  cause  (i) any
representation  or warranty made by it or any of its  Subsidiaries  contained in
this  Agreement to be untrue or  inaccurate in any respect such that one or more
of the  conditions  of Closing  might not be  satisfied,  or (ii) any  covenant,
condition or agreement made by it contained in this Agreement not to be complied
with or satisfied, or (iii) any change to be made in the SFX Disclosure Schedule
or the EZ Disclosure Schedule,  as the case may be, in any respect such that one
or more of the  conditions of Closing  might not be  satisfied,  and any failure
made by it to comply with or satisfy, or be able to comply with or satisfy,  any
covenant,  condition  or  agreement  to be  complied  with  or  satisfied  by it
hereunder  in any  respect  such that one or more of the  conditions  of Closing
might not be  satisfied;  provided,  however,  that the  delivery  of any notice
pursuant  to this  Section  shall not limit or  otherwise  affect  the  remedies
available hereunder to the party receiving such notice.

         5.5 No Solicitation.  Neither SFX nor EZ shall, nor shall it permit any
Subsidiary, or any of its Representatives  (including,  without limitation,  any
investment banker, broker, finder,  attorney or accountant retained by it or, in
the case of EZ,  American)  to,  initiate,  solicit or  facilitate,  directly or
indirectly,  any  inquiries  or the making of any  proposal  with respect to any
Alternative  Transaction,  engage in any discussions or negotiations concerning,
or provide to any other Person any  information  or data  relating to, it or any
Subsidiary for the purposes of, or otherwise cooperate in any way with or assist
or  participate  in, or  facilitate  any inquiries or the making of any proposal
which constitutes,  or may reasonably be expected to lead to, a proposal to seek
or effect any  Alternative  Transaction,  or agree to or endorse any Alternative
Transaction.  "Alternative Transaction" means a transaction or series of related
transactions (other than the Exchanges and the other Transactions)  resulting in
(i) any  merger or  consolidation  of  either,  regardless  of whether it is the
surviving  Entity  unless the  surviving  Entity  remains  obligated  under this
Agreement to the same extent as it was, or (ii) any sale or other disposition of
all or any  substantial  part of the Assets  owned by it or any of the  Stations
owned by it. The  provisions  of this  Section  shall apply to each of SFX's and
EZ's Subsidiaries.

         5.6 Conduct of Business by SFX Pending the Closing. Except as otherwise
contemplated by this Agreement, and subject to EZ's time brokering of the Future
SFX Station  pursuant to the  provisions of the Future SFX Station TBA after the
date  hereof  and  prior to the  Closing  Date or  earlier  termination  of this
Agreement, unless EZ shall otherwise agree in writing, (i) after the date hereof
and prior to the consummation of the  transactions  contemplated by the Entercom
Agreement or the earlier termination of this Agreement, SFX shall, to the extent
permitted by the SFX  Acquisition  Agreements,  cause  Entercom,  (ii) after the
consummation  of the  transactions  contemplated  by the Entercom  Agreement and
prior to the  consummation  of the  transactions  contemplated by the Secret-SFX
Agreement or the earlier termination of this Agreement, SFX shall, to the extent
permitted by the Secret-SFX  Agreement,  cause Secret,  and (iii) from and after
the date SFX  acquires  the Future SFX Station and prior to the Closing  Date or
earlier  termination  of  this  Agreement,   SFX  shall,  and  shall  cause  its
Subsidiaries, to the extent relating to the Future SFX Station or the Future SFX
Assets, to:

                                      -36-


<PAGE>




                  (a) conduct  their  respective  businesses in the ordinary and
         usual course of business and consistent with past practice;

                  (b) use all  reasonable  business  efforts to preserve  intact
         their respective  business  organizations and goodwill,  keep available
         the  services of their  respective  present  general  managers,  on-air
         personalities  and other key  employees  (subject to the  provisions of
         Sections  5.6(n) and (o)),  and  preserve  the  goodwill  and  business
         relationships  with customers and others having business  relationships
         with them and not engage in any action,  directly or  indirectly,  with
         the intent to Adversely  Affect the  transactions  contemplated by this
         Agreement;

                  (c) confer on a regular  and  frequent  basis with one or more
         representatives  of EZ to report Material  operational  matters and the
         general status of ongoing operations;

                  (d) maintain with financially  responsible insurance companies
         insurance  on their  respective  tangible  assets and their  respective
         businesses  in such  amounts and  against  such risks and losses as are
         consistent with past practice;

                  (e) maintain  levels of  advertising,  marketing and promotion
         efforts  and  expenditures  at  levels  no less  than  those  currently
         budgeted in the current business plan, a true,  correct and complete in
         all  material  respects  description  of which is set forth in  Section
         5.6(e) of the SFX Disclosure Schedule;

                  (f) (i) to operate the Future SFX Station in  conformity  with
         its FCC  Licenses  on a basis  consistent  with past  practice  and any
         special   temporary   authority  or  program  test   authority   issued
         thereunder,  the  FCA  and  the  rules  and  regulations  of any  other
         Authority with jurisdiction over the Future SFX Station,  and (ii) take
         all actions  necessary  to maintain the FCC Licenses for the Future SFX
         Station;

                  (g) prior to the  effectiveness  of the Future EZ Station TBA,
         refrain from changing the frequency or format of the Future SFX Station
         or making any material  changes in the Future SFX  Station's  studio or
         other structures, except to the extent required by the FCA or the rules
         and regulation of the FCC;

                  (h) prior to the  effectiveness  of the Future EZ Station TBA,
         not  make  any  material  changes  in  the  broadcast  hours  or in the
         percentage or types of programming broadcast by the Future SFX Station,
         or make  any  other  Material  changes  in such  Station's  programming
         policies,  except such changes as in the good faith judgment of SFX are
         required by the public interest;

                  (i) not (i)  dispose of any of the Future SFX Assets  owned by
         SFX or used in the operation of the Future SFX Station  (other than for
         the disposition in the ordinary course of business of immaterial assets
         that are of no further use to such Station) or (ii) modify,

                                      -37-


<PAGE>



         change in any Material respect or enter into any Material Agreement 
         relating to the business of the Future SFX Station;

                  (j) notify EZ  promptly  if the Future  SFX  Station's  normal
         broadcast transmissions are interrupted or impaired for (i) thirty (30)
         minutes or more for a period of five (5) consecutive  days or for seven
         (7)  days  within  any  thirty  (30)  day  period  (except  for  normal
         maintenance) or (ii) a period of six (6) continuous hours or more;

                  (k) not create, assume or permit to exist any Lien upon any of
         the  Future  SFX  Assets or the  Future  SFX  Station,  except  for (i)
         Permitted  Liens and (ii)  other  Liens,  if any,  set forth on Section
         3.5(a) or 3.5(b) of the SFX Disclosure  Schedule  (which Liens shall be
         released prior to Closing);

                  (l) not waive any  Material  right  relating to the Future SFX
         Station;

                  (m) (i) refrain from entering into additional  trade or barter
         agreements  obligating  the Future  SFX  Station,  (ii) use  reasonable
         business efforts to fulfill its obligations  under all trade and barter
         agreements  currently in effect, and (iii) take such other steps as are
         necessary  to assure  that trade and  barter  assets  exceed  trade and
         barter obligations for the Future SFX Station as of the Closing Date;

                  (n) not renew or enter into new employment  agreements without
         the consent of EZ;

                  (o) not institute any general  increase in the compensation of
         the employees of the Future SFX Station except as and to the extent set
         forth in the current  business  plan or as required  under any existing
         employment agreement; and

                  (p)  not  enter  into  any  agreements  providing  for  annual
         payments by the Future SFX  Station in excess of $25,000 per  agreement
         or $100,000 in the aggregate for all such agreements.

         5.7 Conduct of Business by EZ Pending the Closing.  Except as otherwise
contemplated  by this  Agreement,  and  subject to SFX's time  brokering  of the
Future EZ Station pursuant to the provisions of the Future EZ Station TBA, after
the date hereof and prior to the  Closing  Date or earlier  termination  of this
Agreement,  unless  SFX shall  otherwise  agree in  writing,  (i) after the date
hereof and prior to the  consummation  of the  transactions  contemplated by the
Evergreen-EZ  Agreement or the earlier termination of this Agreement,  EZ shall,
to the extent permitted by the Evergreen-EZ Agreement, cause Evergreen, and (ii)
from and after the date EZ  acquires  the  Future  EZ  Station  and prior to the
Closing Date or earlier termination of this Agreement, EZ shall, and shall cause
its Subsidiaries,  to the extent relating to the Future EZ Station or the Future
SFX Assets, to:


                                      -38-


<PAGE>



                  (a) conduct  their  respective  businesses in the ordinary and
         usual course of business and consistent with past practice;

                  (b) use all  reasonable  business  efforts to preserve  intact
         their respective  business  organizations and goodwill,  keep available
         the  services of their  respective  present  general  managers,  on-air
         personalities  and other key  employees  (subject to the  provisions of
         Sections  5.7(n) and (o)),  and  preserve  the  goodwill  and  business
         relationships  with customers and others having business  relationships
         with them and not engage in any action,  directly or  indirectly,  with
         the intent to Adversely  Affect the  transactions  contemplated by this
         Agreement;

                  (c) confer on a regular  and  frequent  basis with one or more
         representatives of SFX to report Material  operational  matters and the
         general status of ongoing operations;

                  (d) maintain with financially  responsible insurance companies
         insurance  on their  respective  tangible  assets and their  respective
         businesses  in such  amounts and  against  such risks and losses as are
         consistent with past practice;

                  (e) maintain  levels of  advertising,  marketing and promotion
         efforts  and  expenditures  at  levels  no less  than  those  currently
         budgeted in the current business plan, a true,  correct and complete in
         all  material  respects  description  of which is set forth in  Section
         5.7(e) of the EZ Disclosure Schedule;

                  (f) (i) to operate  the Future EZ Station in  conformity  with
         its FCC  Licenses  on a basis  consistent  with past  practice  and any
         special   temporary   authority  or  program  test   authority   issued
         thereunder,  the  FCA  and  the  rules  and  regulations  of any  other
         Authority  with  jurisdiction  over the Future EZ Station and (ii) take
         all actions  necessary  to maintain  the FCC Licenses for the Future EZ
         Station;

                  (g) prior to the  effectiveness of the Future SFX Station TBA,
         refrain from  changing the frequency or format of the Future EZ Station
         or making any  material  changes in the Future EZ  Station's  studio or
         other structures, except to the extent required by the FCA or the rules
         and regulation of the FCC;

                  (h) prior to the  effectiveness of the Future SFX Station TBA,
         not  make  any  material  changes  in  the  broadcast  hours  or in the
         percentage or types of programming  broadcast by the Future EZ Station,
         or make  any  other  Material  changes  in such  Station's  programming
         policies,  except such changes as in the good faith  judgment of EZ are
         required by the public interest;

                  (i) not (i) dispose of any of the Future EZ Assets owned by EZ
         or used in the  operation of the Future EZ Station  (other than for the
         disposition  in the ordinary  course of business of  immaterial  assets
         that are of no further use to such Station) or (ii) modify,

                                      -39-


<PAGE>



         change in any Material respect or enter into any Material Agreement 
         relating to the business of the Future EZ Station;

                  (j) notify SFX  promptly  if the  Future EZ  Station's  normal
         broadcast transmissions are interrupted or impaired for (i) thirty (30)
         minutes or more for a period of five (5) consecutive  days or for seven
         (7)  days  within  any  thirty  (30)  day  period  (except  for  normal
         maintenance) or (ii) a period of six (6) continuous hours or more;

                  (k) not create, assume or permit to exist any Lien upon any of
         the Future EZ Assets or the Future EZ Station, except for (i) Permitted
         Liens and (ii) other  Liens,  if any,  set forth on  Section  4.5(a) or
         4.5(b) of the EZ  Disclosure  Schedule  (which  Liens shall be released
         prior to Closing);

                  (l) not waive any  Material  right  relating  to the Future EZ
         Station;

                  (m) (i) refrain from entering into additional  trade or barter
         agreements  obligating  the  Future  EZ  Station,  (ii) use  reasonable
         business efforts to fulfill its obligations  under all trade and barter
         agreements  currently in effect, and (iii) take such other steps as are
         necessary  to assure  that trade and  barter  assets  exceed  trade and
         barter obligations for the Future SFX Station as of the Closing Date;

                  (n) not renew or enter into new employment  agreements without
         the consent of SFX;

                  (o) not institute any general  increase in the compensation of
         the employees of the Future EZ Station  except as and to the extent set
         forth in the current  business  plan or as required  under any existing
         employment agreement; and

                  (p)  not  enter  into  any  agreements  providing  for  annual
         payments by the Future EZ Station in excess of $25,000 per agreement or
         $100,000 in the aggregate for all such agreements.

         5.8 FCC Application; Divesture Commitment.

         (a) The parties  acknowledge  that  Affiliates  of the EZ Parties  have
entered into  agreements  (including  the  Evergreen-EZ  Agreement) to acquire a
number of radio stations  serving the Charlotte,  North Carolina area that, when
combined  with the radio  stations now licensed to  Affiliates of the EZ Parties
and the Future EZ Station,  would cause the EZ Parties or their Affiliates to be
in  violation  of Section  73.3555 of the FCC's rules  (absent a waiver of those
rules).  The parties  further  acknowledge  that the FCC's granting its consents
with  respect  to the  transfer  of the Future EZ  Station  from the  applicable
Evergreen  Entities to the EZ Parties (the "Evergreen FCC Consents") may contain
a condition  requiring the EZ Parties to divest their interest in one or more FM
radio  stations  in  the  Charlotte  market  prior  to  the  closing  under  the
Evergreen-EZ  Agreement.  In order to ensure that the EZ Parties can meet such a
condition if the Closing under this Agreement

                                      -40-


<PAGE>



does not occur simultaneously with the closing under the Evergreen-EZ Agreement,
prior to the filing of the applications  for the Evergreen FCC Consents,  the EZ
Parties  agreed to assign the Future EZ  Station  to a trustee  (the  "Charlotte
Trustee")  pursuant  to a trust  agreement  that  satisfies  the FCC's  multiple
ownership  rules and policies,  including  the  cross-interest  policy,  then in
effect.  In the event  that the  acquisition  by the EZ Parties of the Future EZ
Station  pursuant to the Evergreen- EZ Agreement would not comply with the FCC's
multiple ownership rules and policies,  including the cross-interest  policy, on
or prior to the date of the closing under the Evergreen-EZ Agreement, unless the
Evergreen FCC Consents permit retention of the Future EZ Station, the EZ Parties
shall  assign,  subject to receipt of the FCC's grant of the  Charlotte  Trustee
Application,  the Future EZ Station to the Charlotte  Trustee on the date of the
closing  under the  Evergreen-EZ  Agreement in order to  effectuate  the closing
under the Evergreen-EZ Agreement.

         (b) Pursuant to the Evergreen-EZ  Agreement,  the EZ Parties have filed
an application  with the FCC requesting the consent to the assignment of the FCC
authorizations  for  the  Future  EZ  Station  to  the  Charlotte  Trustee  (the
"Charlotte Trustee Application"),  and the EZ Parties and the Evergreen Entities
have agreed to prosecute the  Charlotte  Trustee  Application  in good faith and
with due diligence.

         (c)  Anything  in this  Section to the  contrary  notwithstanding,  the
Evergreen-EZ  Agreement permits the EZ Parties,  upon the execution and delivery
of this  Agreement,  to file an  application  with  the FCC as  contemplated  by
Section  5.2(a)  hereof  requesting  the consent to the  assignments  of the FCC
authorizations for the Future EZ Station to the SFX Parties,  either directly to
the SFX Parties or indirectly to the SFX Parties through the Charlotte  Trustee,
and, accordingly,  the EZ Parties need not transfer the Future EZ Station to the
Charlotte  Trustee pursuant to the provisions of the  Evergreen-EZ  Agreement so
long as the  application  with respect to this  Agreement is pending or has been
granted,  except in the event such  application  relates  solely to an  indirect
transfer  through the Charlotte  Trustee.  Notwithstanding  the  foregoing,  the
parties agree that the trust and the Charlotte Trustee Application shall be left
in effect until such time as the Transactions have been consummated.

         5.9 Delivery of Disclosure Schedules.  As soon as practicable after the
date hereof and in any event not later than fifteen (15) business days after the
date hereof,  the EZ Parties  shall deliver to the SFX Parties the EZ Disclosure
Schedule and the SFX Parties shall deliver to the EZ Parties the SFX  Disclosure
Schedule.


                                    ARTICLE 6

                               CLOSING CONDITIONS

         6.1 Conditions to Obligations of Each Party to Effect the Exchange. The
respective  obligations of each party to effect the Exchanges  shall,  except as
hereinafter provided in this Section, be subject to the satisfaction at or prior
to the  Closing  Date of the  following  conditions,  any or all of which may be
waived, in whole or in part, to the extent permitted by Applicable Law:

                                      -41-


<PAGE>




                  (a) As of the Closing  Date,  no Legal Action shall be pending
         before or  threatened  in writing by any  Authority  seeking to enjoin,
         restrain,  prohibit or make illegal or to impose any Materially Adverse
         conditions in connection  with, the  consummation  of the Exchanges and
         the other  Transactions,  or which might,  in the  reasonable  business
         judgment  of EZ or SFX,  based  upon  the  advice  of  counsel,  have a
         Material  Adverse  Effect on the Assets and  Stations to be acquired by
         it,  it being  understood  and  agreed  that a written  request  by any
         Authority  for  information  with respect to the Exchanges or any other
         Transaction,  which  information  could be used in connection with such
         Legal  Action,  shall not be  deemed  to be a threat of any such  Legal
         Action; and

                  (b) All authorizations, consents, waivers, orders or approvals
         required  to be obtained  from all  Authorities,  and all  Governmental
         Filings  required  to be made by any EZ Party or any SFX Party with any
         Authority,  prior to the consummation of the Exchange,  shall have been
         obtained   from,  and  made  with,  the  FCC  and  all  other  required
         Authorities, except for such authorizations, consents, waivers, orders,
         approvals, filings, registrations,  notices or declarations the failure
         to obtain or make would not,  in the  reasonable  business  judgment of
         each of the parties,  have a Material  Adverse Effect on the Assets and
         Stations being acquired by such party.  Without limiting the generality
         of the foregoing,  the FCC shall have issued the FCC Consents, the same
         shall have become Final  Orders,  and any  conditions  precedent to the
         effectiveness  of such Final Orders which are  specified  therein shall
         have been satisfied;  provided,  however,  that any condition requiring
         any  party  hereto  (or,  in the  case  of EZ,  American  or any of its
         Subsidiaries)  to  divest  its  interest  in any radio  station  in the
         Charlotte,  North  Carolina  market  (in  the  case  of  SFX) or in the
         Pittsburgh,  Pennsylvania  market  (in the case of EZ) or to  otherwise
         take any action to comply  with  Section  73.3555 of the FCC's rules in
         such markets  shall not be a condition of such  party's  obligation  to
         effect the Exchange.

         6.2 Conditions to Obligations of the EZ Parties.  The obligation of the
EZ Parties to effect the Exchanges  shall be subject to the  satisfaction of the
following conditions, any or all of which may be waived, in whole or in part, to
the extent permitted by Applicable Law:

                  (a) SFX shall have  delivered  or caused to be delivered to EZ
         all of the  Collateral  Documents  required to be  delivered  to the EZ
         Parties by the SFX Parties at or prior to the  Closing  pursuant to the
         terms of this Agreement;  such Collateral Documents shall be reasonably
         satisfactory  in form,  scope and  substance  to EZ and its counsel and
         American and its  counsel;  and EZ and its counsel and American and its
         counsel  shall  have  received  all   information  and  copies  of  all
         documents,  including records of corporate proceedings,  which they may
         reasonably  request  in  connection  therewith,  such  documents  where
         appropriate to be certified by proper corporate officers;

                  (b) SFX shall have furnished EZ and, at EZ's request, any bank
         or other financial  institution  providing  credit to EZ or American or
         any Subsidiary of EZ or American,  with a favorable opinion,  dated the
         Closing Date, of Richard A. Liese, Esq., counsel for SFX,

                                      -42-


<PAGE>



         with respect to the matters set forth in Sections  3.1(a),  (b) and (c)
         (other  than as to  Private  Authorizations),  3.7(a)  (limited  to his
         knowledge and to Legal Actions),  and 3.14 and of Fisher Wayland Cooper
         Leader & Zaragoza,  L.L.P.,  FCC counsel for SFX,  with  respect to FCC
         related   matters  of  a  nature  and  scope  customary  in  comparable
         transactions (including without limitation with respect to the grant of
         all necessary  FCC Consents and their being Final Orders,  that all FCC
         Licenses are valid,  binding and in good standing and in full force and
         effect,  the absence of Legal Actions which could Materially  Adversely
         Affect  the FCC  License  and the FCC  Consents,  and the filing of all
         Material  reports and the payment of all fees) and, in each case,  with
         respect to such other matters  arising after the date of this Agreement
         incident  to the  Exchanges  and the other  Transactions,  as EZ or its
         counsel or American or its counsel may reasonably  request or which may
         be reasonably  requested by any such bank or financial  institution  or
         their respective counsel;

                  (c) The representations,  warranties, covenants and agreements
         of each SFX Party contained in this Agreement shall be true and correct
         in all  material  respects at and as of the Closing  Date with the same
         force and  effect as though  made on and as of such date  except  those
         which speak as of a certain  date which  shall  continue to be true and
         correct  as of  such  date on the  Closing  Date;  each  and all of the
         covenants,  agreements  and  conditions to be performed or satisfied by
         each SFX Party  hereunder  at or prior to the  Closing  Date shall have
         been duly  performed or satisfied  in all  material  respects;  and SFX
         shall have  furnished  EZ with such  certificates  and other  documents
         evidencing the truth of such representations, warranties, covenants and
         agreements and the  performance of such  agreements or conditions as EZ
         or its counsel shall have reasonably requested;

                  (d) All authorizations, consents, waivers, orders or approvals
         required to be obtained from all Persons (other than Authorities) prior
         to the  consummation  of the  Exchanges  and  the  other  Transactions,
         including  without  limitation those required in order to vest fully in
         EZ all right, title and interest in and to all of the Future SFX Assets
         and the Future SFX Station  (including  without  limitation all Private
         Authorizations and Material  Agreements of SFX and all modifications of
         Contractual  Obligations  heretofore  requested  by EZ and set forth in
         Section  6.2(d) of the EZ Disclosure  Schedule) and the full  enjoyment
         thereof shall have been obtained, without the imposition,  individually
         or in the  aggregate,  of any  condition  or  requirement  which  could
         Materially Adversely Affect SFX;

                  (e) Between the date of this  Agreement  and the Closing Date,
         there shall not have  occurred and be continuing  any Material  Adverse
         Change in SFX; as of the Closing Date, the Future SFX License shall not
         have been  Materially and Adversely  Affected by any act, or failure to
         act, of SFX;

                  (f) To the extent  required  of EZ by Rule 3-05 of  Regulation
         S-X under the  Securities  Act, EZ shall have  received (i) from its or
         American's  or SFX's  independent  accountants a report (which shall be
         unqualified  as to the  scope of the  audit,  access  to the  books and
         records and the cooperation of management) on the financial  statements
         (consisting  of  balance  sheets  for each of the  fiscal  years  ended
         December 31, 1995 and 1996

                                      -43-


<PAGE>



         and  statements of operations and cash flow for each of the three years
         in the period ended December 31, 1996) of the Future SFX Station, which
         financial  statements  shall have been prepared in conformity with GAAP
         and  Regulation  S-X under  the  Securities  Act,  or (ii) from the SFX
         Parties such documentation as shall enable EZ's independent accountants
         to advise EZ in  writing  that they  could  issue  such an  unqualified
         report; and

                  (g) The closing under the  Evergreen-EZ  Agreement  shall have
         occurred.

         6.3 Conditions to Obligations of the SFX Parties. The obligation of the
SFX Parties to effect the Exchanges shall be subject to the  satisfaction of the
following conditions, any or all of which may be waived, in whole or in part, to
the extent permitted by Applicable Law:

                  (a) EZ shall have  delivered  or caused to be delivered to SFX
         all of the  Collateral  Documents  required to be  delivered to the SFX
         Parties by the EZ Parties at or prior to the  Closing  pursuant  to the
         terms of this Agreement; such Collateral Documents, shall be reasonably
         satisfactory in form,  scope and substance to SFX and its counsel;  and
         SFX and its counsel shall have received all  information  and copies of
         all documents,  including records of corporate proceedings,  which they
         may reasonably  request in connection  therewith,  such documents where
         appropriate to be certified by proper corporate officers;

                  (b) EZ shall have  furnished  SFX and, at SFX's  request,  any
         bank of other  financial  institution  providing  credit  to SFX or any
         Subsidiary, with favorable opinions, dated the Closing Date of Hunton &
         Williams, special counsel for EZ, with respect to the matters set forth
         in   Sections   4.1(a),   (b)  and  (c)  (other   than  as  to  Private
         Authorizations),   4.7(a)  (limited  to  its  knowledge  and  to  Legal
         Actions), and 4.14, and of Koteen & Naftalin,  LLP, FCC counsel for EZ,
         with respect to FCC related  matters of a nature and scope customary in
         comparable  transactions  (including without limitation with respect to
         the grant of all  necessary  FCC Consents and their being Final Orders,
         that all FCC  Licenses are valid,  binding and in good  standing and in
         full  force and  effect,  the  absence  of Legal  Actions  which  could
         Materially  Adversely Affect the FCC License and the FCC Consents,  and
         the filing of all Material  reports and the payment of all fees),  and,
         in each case, with respect to such other matters arising after the date
         of this Agreement incident to the Exchanges and the other Transactions,
         as SFX or its counsel may reasonably request or which may be reasonably
         requested by any such bank or financial institution or their respective
         counsel;

                  (c) The representations,  warranties, covenants and agreements
         of each EZ Party  contained in this Agreement shall be true and correct
         in all  material  respects at and as of the Closing  Date with the same
         force and  effect as though  made on and as of such date  except  those
         which speak as of a certain  date which  shall  continue to be true and
         correct  as of  such  date on the  Closing  Date;  each  and all of the
         covenants,  agreements  and  conditions to be performed or satisfied by
         each EZ Party hereunder at or prior to the Closing Date shall have been
         duly performed or satisfied in all material respects; and EZ shall have
         furnished SFX with such certificates and other documents evidencing the
         truth of such representations,

                                      -44-


<PAGE>



         warranties, covenants and agreements and the performance of such 
         agreements or conditions as SFX or its counsel shall have reasonably 
         requested;

                  (d) All authorizations, consents, waivers, orders or approvals
         required to be obtained from all Persons (other than Authorities) prior
         to the  consummation  of the  Exchanges  and  the  other  Transactions,
         including  without  limitation those required in order to vest fully in
         SFX all right, title and interest in and to all of the Future EZ Assets
         and the Future EZ Station  (including  without  limitation  all Private
         Authorizations  and Material  Agreements of EZ and its Subsidiaries and
         all modifications of Contractual  Obligations  heretofore  requested by
         SFX and set forth in Schedule  6.3(d) of the SFX  Disclosure  Schedule)
         and the full enjoyment  thereof shall have been  obtained,  without the
         imposition,  individually  or in the  aggregate,  of any  condition  or
         requirement which could Materially Adversely Affect EZ;

                  (e) Between the date of this  Agreement  and the Closing Date,
         there shall not have  occurred and be continuing  any Material  Adverse
         Change in EZ; as of the Closing  Date,  the Future EZ License shall not
         have been  Materially and Adversely  Affected by any act, or failure to
         act, of EZ;

                  (f) To the extent  required of SFX by Rule 3-05 of  Regulation
         S-X under the  Securities  Act, SFX shall have received (i) from its or
         American's  or EZ's  independent  accountants  a report (which shall be
         unqualified  as to the  scope of the  audit,  access  to the  books and
         records and the cooperation of management) on the financial  statements
         (consisting  of  balance  sheets  for each of the  fiscal  years  ended
         December 31, 1995 and 1996 and  statements of operations  and cash flow
         for each of the three years in the period  ended  December 31, 1996) of
         the  Future EZ  Station,  which  financial  statements  shall have been
         prepared  in  conformity   with  GAAP  and  Regulation  S-X  under  the
         Securities Act, or (ii) from the EZ Parties such documentation as shall
         enable SFX's independent accountants to advise SFX in writing that they
         could issue such an unqualified report; and

                  (g) The  closing  under the  Secret-SFX  Agreement  shall have
         occurred.


                                    ARTICLE 7

                        TERMINATION, AMENDMENT AND WAIVER

         7.1 Termination.  This Agreement may be terminated at any time prior to
the Closing Date:

                  (a) by mutual consent of SFX and EZ;


                                      -45-


<PAGE>



                  (b) by either EZ or SFX if any permanent injunction, decree or
         judgment by any Authority  preventing the consummation of the Exchanges
         shall have become final and nonappealable; or

                  (c) by SFX in the event no SFX Party is in Material  breach of
         this Agreement and none of its representations or warranties shall have
         become and  continue to be untrue in any Material  respect,  and either
         (i) the Exchanges and the other  Transactions have not been consummated
         prior to the Termination Date, (ii) one or more of the EZ Parties is in
         Material  breach of this  Agreement  or any of its  representations  or
         warranties  shall have become and continue to be untrue in any Material
         respect,  and such a breach or untruth  exists and is not cured  within
         the cure period  specified  in this  Section,  (iii) the EZ  Disclosure
         Schedule  delivered  to the SFX  Parties by the EZ Parties  pursuant to
         Section 5.9 discloses matters that could in the reasonable  judgment of
         SFX be  expected  to have a  Material  Adverse  Effect on the Future EZ
         Assets,  or (iv) the Secret-SFX  Agreement  shall have been  terminated
         (other than because of a breach or default  thereunder of any SFX Party
         party thereto); or

                  (d) by EZ in the  event no EZ Party is in  Material  breach of
         this Agreement and none of its representations or warranties shall have
         become and  continue to be untrue in any Material  respect,  and either
         (i) the Exchanges and the other  Transactions have not been consummated
         prior to the  Termination  Date, (ii) one or more of the SFX Parties is
         in Material breach of this Agreement or any of its  representations  or
         warranties  shall have become and continue to be untrue in any Material
         respect,  and such a breach or untruth  exists and is not cured  within
         the cure period  specified in this  Section,  (iii) the SFX  Disclosure
         Schedule  delivered  to the EZ Parties by the SFX  Parties  pursuant to
         Section 5.9 discloses matters that could in the reasonable  judgment of
         EZ be  expected  to have a  Material  Adverse  Effect on the Future SFX
         Assets,  or (iv) the Evergreen-EZ  Agreement shall have been terminated
         (other than because of a breach or default  thereunder  of any EZ Party
         party thereto).

         Neither party shall have the right to terminate this Agreement (i) as a
result of the other party's breach or default unless the terminating party shall
have given the  defaulting  party thirty (30)  business days to cure the default
(or such longer period not in excess of an additional  thirty (30) business days
as is, in the reasonable business judgment of the parties,  reasonably necessary
to  effect  such cure so long as the  defaulting  party is  proceeding  with due
diligence and best efforts to effect such cure);  provided,  however,  that such
cure  period  shall not  extend the  Termination  Date or (ii)  pursuant  to the
provisions of Section  7.1(c)(iii) or 7.1(d)(iii)  unless the terminating  party
shall have given  notice  thereof  (specifying  in  reasonable  detail the basis
therefor)  within ten (10)  business  days of the  receipt of the EZ  Disclosure
Schedule or the SFX Disclosure Schedule, as the case may be.

         The term "Termination  Date" shall mean December 31, 1997 or such other
date as the parties may, from time to time, mutually agree.


                                      -46-


<PAGE>



         The right of EZ or SFX to  terminate  this  Agreement  pursuant to this
Section shall remain  operative  and in full force and effect  regardless of any
investigation  made by or on behalf of either party, any Person  controlling any
such party or any of their respective  Representatives whether prior to or after
the execution of this Agreement.

         7.2 Effect of Termination.

                  (a)  Except as  provided  in  Sections  5.1 (with  respect  to
         confidentiality),  5.3 and 9.3 and this  Section,  in the  event of the
         termination of this Agreement  pursuant to Section 7.1, or in the event
         the  Exchanges  shall  not have  been  consummated  prior to the end of
         business on the Termination Date, this Agreement shall forthwith become
         void,  there shall be no liability on the part of either party,  or any
         of their respective  Affiliates  (including  stockholders,  officers or
         directors), to the other and all rights and obligations of either party
         shall cease; provided, however, that such termination shall not relieve
         either party from liability for any  misrepresentation or breach of any
         of its warranties, covenants or agreements set forth in this Agreement.

                  (b) In the  event  this  Agreement  is  terminated  by (i) SFX
         pursuant to the provisions of Section 7.1(c)(ii) or (ii) EZ pursuant to
         the provisions of Section 7.1(d)(ii),  then the terminating party shall
         be entitled to liquidated damages in the amount of $5,000,000, it being
         agreed that such amount shall  constitute  full payment for any and all
         damages  suffered by the  terminating  party by reason of other party's
         failure to consummate  the  Exchange.  EZ and SFX agree in advance that
         actual damages would be difficult to ascertain and that $5,000,000 is a
         fair and  equitable  amount to reimburse SFX or EZ, as the case may be,
         for damages  sustained due to EZ's or SFX's  failure to consummate  the
         Exchanges for the above-stated reasons.  Notwithstanding the foregoing,
         each party shall have the right to seek specific  performance  pursuant
         to the provisions of Section 9.5.

                  (c) In the  event  this  Agreement  is  terminated  (i) by the
         parties pursuant to the provisions of Section 7.1(a), (ii) by SFX or EZ
         pursuant to the provision of Section 7.1 (b),  (iii) by SFX pursuant to
         the  provisions of Section  7.1(c)(i),  Section  7.1(c)(iii) or Section
         7.1(c)(iv),  or  (iv)  by EZ  pursuant  to the  provisions  of  Section
         7.1(d)(i),  Section 7.1(d)(iii) or Section  7.1(d)(iv),  the EZ Parties
         shall  instruct the Escrow Agent to  distribute  to the SFX Parties the
         Escrow Deposit and any interest or other earnings thereon and except as
         provided in Section 7.2(a),  none of the parties shall have any further
         rights or remedies.



                                      -47-


<PAGE>



                                    ARTICLE 8

                                 INDEMNIFICATION

         8.1 Survival. The representations, warranties, covenants and agreements
of the parties contained in or made pursuant to this Agreement or any Collateral
Document shall survive the Closing and shall remain  operative and in full force
and effect for a period of (a) one (1) year  after the  Closing  Date or (b) the
applicable statute of limitations in the case of matters of a nature referred to
in Sections 3.1, 3.7(b),  3.11, 3.12, 4.1, 4.7(b), 4.11 and 4.12 (the "Indemnity
Period"), regardless of any investigation or statement as to the results thereof
made by or on behalf of any party hereto.  No claim for  indemnification,  other
than with  respect  to  fraud,  may be  asserted  after  the  expiration  of the
Indemnity  Period.   Notwithstanding   anything  herein  to  the  contrary,  any
representation, warranty, covenant and agreement which is the subject of a Claim
which is asserted in writing prior to the  expiration  of the  Indemnity  Period
shall  survive with  respect to such Claim or any dispute  with respect  thereto
until the final resolution thereof.

         8.2  Indemnification.  Each of SFX and EZ  (the  "indemnifying  party")
agrees that on and after the Closing it shall  indemnify  and hold  harmless the
other (the  "indemnified  party") from and against any and all damages,  claims,
losses,  expenses,   costs,  obligations  and  liabilities,   including  without
limitation liabilities for all reasonable attorneys',  accountants' and experts'
fees  and  expenses  including  those  incurred  to  enforce  the  terms of this
Agreement  or  any  Collateral  Document  (collectively,  "Loss  and  Expense"),
suffered,  directly or  indirectly,  by the  indemnified  party by reason of, or
arising out of:

                  (a) any  breach  of  representation  or  warranty  made by the
         indemnifying  party  pursuant  to  this  Agreement  or  any  Collateral
         Document or any failure by the indemnifying party to perform or fulfill
         any of its  respective  covenants  or  agreements  set  forth  in  this
         Agreement or any Collateral Document; or

                  (b) any  Legal  Action  or  other  Claim  by any  third  party
         relating to the  indemnifying  party or the  ownership or operations of
         any of its Assets or the conduct of the business of its Stations to the
         extent such Legal  Action or other Claim has also  resulted in a breach
         of  representation  or warranty by the  indemnifying  party pursuant to
         this Agreement or any Collateral Document; or

                  (c) the Nonassumed Obligations of the respective  indemnifying
         parties  and the  failure  of the  respective  indemnifying  parties to
         comply with the Bulk Sales laws of the Commonwealth of Pennsylvania and
         the State of North Carolina.

         8.3 Limitation of Liability.  Notwithstanding the provisions of Section
8.2, after the Closing,  each  indemnifying  party's  rights to  indemnification
shall be subject to the following  limitations:  (i) the indemnified party shall
be  entitled to recover its Loss and Expense in respect of any Claim only in the
event  that the  aggregate  Loss and  Expense  for all  Claims  exceeds,  in the
aggregate,  $50,000,  in which event the indemnified  party shall be entitled to
recover all such Loss

                                      -48-


<PAGE>



and Expense  (including such $50,000),  and (ii) in no event shall the aggregate
amount required to be paid by each indemnifying party pursuant to the provisions
of this Section exceed $3,000,000, except for any Loss or Expense arising out of
matters of a nature  referred to in Sections 3.1 and 4.1 and the first paragraph
of  Section  3.7(b)  and  4.7(b) as to which the  limitations  set forth in this
clause  (ii)  shall not  apply.  The  provisions  of the  immediately  preceding
sentence of this  Section with respect to the  limitation  on each  indemnifying
party's  obligation  to indemnify the  indemnified  party in respect of Loss and
Expense  shall  not be  applicable  to any  claims  which  are based on fraud or
willful or intentional breach of representation or warranty.

         8.4 Notice of Claims.  If an  indemnified  party  believes  that it has
suffered or incurred  any Loss and  Expense,  it shall  notify the  indemnifying
party promptly in writing,  and in any event within the  applicable  time period
specified in Section 8.4, describing such Loss and Expense,  all with reasonable
particularity  and containing a reference to the provisions of this Agreement in
respect of which such Loss and Expense shall have occurred.  If any Legal Action
is  instituted  by a third  party  with  respect to which an  indemnified  party
intends  to claim any  liability  or  expense  as Loss and  Expense  under  this
Article,  such indemnified party shall promptly notify the indemnifying party of
such Legal Action, but the failure to so notify the indemnifying party shall not
relieve such indemnifying party of its obligations under this Article, except to
the extent such failure to notify prejudices such  indemnifying  party's ability
to defend against such Claim.

         8.5 Defense of Third Party Claims.  The  indemnifying  party shall have
the right to  conduct  and  control,  through  counsel  of their  own  choosing,
reasonably  acceptable to the indemnified party, any third party Legal Action or
other Claim, but the indemnified party may, at its election,  participate in the
defense  thereof at its sole cost and expense;  provided,  however,  that if the
indemnifying  party shall fail to defend any such Legal  Action or other  Claim,
then the indemnified party may defend, through counsel of its own choosing, such
Legal Action or other Claim, and (so long as it gives the indemnifying  party at
least fifteen (15) days' notice of the terms of the proposed  settlement thereof
and permits the indemnifying party to then undertake the defense thereof) settle
such Legal Action or other Claim and to recover the amount of such settlement or
of any  judgment and the  reasonable  costs and  expenses of such  defense.  The
indemnifying party shall not compromise or settle any such Legal Action or other
Claim without the prior written consent of the indemnified party.

         8.6  Exclusive  Remedy.  Except for fraud or as  otherwise  provided in
Section 9.5, the indemnification  provided in this Article shall be the sole and
exclusive  post-Closing remedy available to either party against the other party
for any Claim under this Agreement.

         8.7      Rights Under Other Agreements.

         (a) SFX shall use its  reasonable  best  efforts to obtain the  written
consent  of  each  of  Entercom  and  Secret  to the  assignment  to  EZ,  on or
immediately  after the Closing Date,  of SFX's rights under the SFX  Acquisition
Agreements with respect to the Future SFX Station and, after such assignment has
been consummated,  shall take all actions reasonably  requested by EZ to enforce
any of such rights with  respect to the Future SFX Station for the benefit of EZ
(it being the intent of the

                                      -49-


<PAGE>



parties that pursuant to this  provision SFX shall transfer to EZ to the maximum
extent possible the benefits of all representations and warranties and covenants
of each of Entercom and Secret contained in the SFX Acquisition Agreements).  If
SFX is unable to obtain the consent of Entercom or Secret to the  assignment  of
SFX's rights under the SFX Acquisition Agreements with respect to the Future SFX
Station, SFX shall, upon the request of EZ, proceed diligently to exercise SFX's
right to  indemnification  under the SFX Acquisition  Agreements with respect to
the Future SFX Station  and EZ shall be entitled to receive  from SFX any amount
actually  received by SFX with respect to such rights,  less  reasonable  out of
pocket  fees  and  expenses   incurred  by  SFX  in   exercising   such  rights.
Notwithstanding  the  foregoing,  SFX shall  retain such rights  against each of
Entercom and Secret  under the SFX  Acquisition  Agreements  (to the extent such
rights  exist under the SFX  Acquisition  Agreements)  as shall be  necessary to
recover from each of Entercom and Secret with respect to any liability for which
SFX makes payment to EZ pursuant to SFX's indemnification  obligation under this
Agreement.

         (b) EZ shall use its  reasonable  best  efforts to obtain  the  written
consent of  Evergreen  to the  assignment  to SFX, on or  immediately  after the
Closing Date, of EZ's rights under the  Evergreen-EZ  Agreement  with respect to
the Future EZ Station and,  after such  assignment has been  consummated,  shall
take all actions reasonably  requested by SFX to enforce any of such rights with
respect to the Future EZ Station  for the benefit of SFX (it being the intent of
the parties  that  pursuant to this  provision  EZ shall  transfer to SFX to the
maximum extent possible the benefits of all  representations  and warranties and
covenants of Evergreen contained in the Evergreen-EZ Agreement). If EZ is unable
to obtain  the  consent  of  Evergreen  to the  assignment  of rights  under the
Evergreen-EZ Agreement, EZ shall, upon the request of SFX, proceed diligently to
exercise EZ's right to  indemnification  under the  Evergreen-EZ  Agreement with
respect to the Future EZ Station and SFX shall be  entitled  to receive  from EZ
any amount actually received by EZ with respect to such rights,  less reasonable
out of pocket  fees and  expenses  incurred  by EZ in  exercising  such  rights.
Notwithstanding  the foregoing,  EZ shall retain such rights  against  Evergreen
under the  Evergreen-EZ  Agreement  (to the extent such  rights  exist under the
Evergreen-EZ  Agreement)  as shall be necessary to recover from  Evergreen  with
respect to any  liability  for which EZ makes  payment to SFX  pursuant  to EZ's
indemnification obligation under this Agreement.

                                    ARTICLE 9

                               GENERAL PROVISIONS


         9.1  Amendment.  This Agreement may be amended from time to time by the
parties  hereto at any time prior to the Closing Date but only by an  instrument
in writing signed by the parties hereto.

         9.2 Waiver. At any time prior to the Closing Date, except to the extent
not  permitted  by  Applicable  Law,  EZ or SFX  may  extend  the  time  for the
performance  of any of the  obligations  or other  acts of the  other,  subject,
however,  to the  provisions  with respect to the  Termination  Date,  waive any
inaccuracies in the representations and warranties of the other contained herein
or in any

                                      -50-


<PAGE>



document  delivered  pursuant hereto, and waive compliance by the other with any
of the agreements,  covenants or conditions contained herein. Any such extension
or waiver shall be valid only if set forth in an instrument in writing signed by
the party or parties to be bound thereby.

         9.3 Fees, Expenses and Other Payments. All costs and expenses, incurred
in connection  with any transfer  taxes,  sales taxes,  document stamps or other
charges levied by any Authority in connection with this Agreement, the Exchanges
and the other Transactions,  shall be borne by EZ insofar as they related to the
Future EZ Station  and the Future EZ Assets and by SFX insofar as they relate to
the Future SFX Station and the Future SFX  Assets.  All filing and similar  fees
(including   without  limitation   Hart-Scott-Rodino   filings  and  FCC  filing
fees),shall  be borne  equally  by EZ and SFX.  All  other  costs  and  expenses
incurred  in  connection  with  this  Agreement,  the  Exchanges  and the  other
Transactions,  and in compliance with Applicable Law and Contractual Obligations
as a  consequence  hereof and thereof,  including  without  limitation  fees and
disbursements  of counsel,  financial  advisors and accountants  incurred by the
parties  hereto  shall,  subject to the  provisions  of  Sections  3.17 and 4.17
hereof,  be borne solely and entirely by the party which has incurred such costs
and expenses (with respect to such party, its "Expenses").

         9.4  Notices.  All  notices  and  other  communications  which  by  any
provision of this Agreement are required or permitted to be given shall be given
in  writing  and shall be (a)  mailed by  first-class  or  express  mail,  or by
recognized  courier  service,  postage  prepaid,  (b) sent by  telex,  telegram,
telecopy  or other form of rapid  transmission,  confirmed  by mailing (by first
class or express  mail,  or by  recognized  courier  service,  postage  prepaid)
written  confirmation at substantially the same time as such rapid transmission,
or (c)  personally  delivered  to the  receiving  party  (which if other than an
individual  shall be an  officer  or other  responsible  party of the  receiving
party). All such notices and communications  shall be mailed,  sent or delivered
as follows:

         (a)      If to any EZ Party:

                  EZ Communications, Inc.
                  10800 Main Street
                  Fairfax, Virginia 22030
                  Attention: Alan Box, Chief Executive Officer
                  Telecopier No.: (703) 934-1200

                  with copies to:

                  Hunton & Williams
                  1751 Pinnacle Drive
                  Suite 1700
                  McLean, Virginia  22102
                  Attention: Joseph W. Conroy, Esq.
                  Telecopier No.:  (703) 714-7410


                                      -51-


<PAGE>



                  American Radio Systems Corporation
                  116 Huntington Avenue
                  Boston, Massachusetts 02116
                  Attention:   Steven B. Dodge, President and 
                                  Chief Executive Officer
                  Telecopier No.:  (617) 375-7575

                           and

                  Sullivan & Worcester LLP
                  One Post Office Square
                  Boston, Massachusetts 02109
                  Attention:  Norman A. Bikales, Esq.
                  Telecopier No.:  (617) 338-2880

         (b)      If to any SFX Party:

                  SFX Broadcasting, Inc.
                  150 East 58th Street
                  New York, New York 10155
                  Attention:  Michael G. Ferrel, President and 
                                 Chief Executive Officer
                  Telecopier No.:  (212) 486-4979

                  with a copy to:

                  SFX Broadcasting, Inc.
                  150 East 58th Street
                  New York, New York 10155
                  Attention:  Richard A. Liese, Esq.
                  Telecopier No.:  (212) 486-4830

or to such other person(s),  telex or facsimile  number(s) or address(es) as the
party to receive any such communication or notice may have designated by written
notice to the other party.

         9.5  Specific  Performance;  Other  Rights  and  Remedies.  Each  party
recognizes and agrees that in the event the other party should refuse to perform
any of its  obligations  under this  Agreement or any Collateral  Document,  the
remedy at law would be inadequate and agrees that for breach of such provisions,
each party shall,  in addition to such other  remedies as may be available to it
at law or in equity or as  provided  in Article  7, be  entitled  to  injunctive
relief and to enforce its rights by an action for  specific  performance  to the
extent permitted by Applicable Law. Each party hereby waives any requirement for
security  or the  posting  of any bond or other  surety in  connection  with any
temporary or permanent award of injunctive, mandatory or other equitable relief.
Nothing  herein  contained  shall be  construed as  prohibiting  each party from
pursuing any other  remedies  available to it pursuant to the provisions of, and
subject to the  limitations  contained  in,  this  Agreement  for such breach or
threatened breach.

                                      -52-


<PAGE>




         9.6  Severability.  If any term or provision of this Agreement shall be
held or deemed  to be, or shall in fact be,  invalid,  inoperative,  illegal  or
unenforceable  as  applied  to  any  particular  case  in  any  jurisdiction  or
jurisdictions,  or in  all  jurisdictions  or  in  all  cases,  because  of  the
conflicting of any provision with any  constitution or statute or rule of public
policy or for any other reason,  such circumstance  shall not have the effect of
rendering the provision or provisions in question invalid, inoperative,  illegal
or unenforceable in any other  jurisdiction or in any other case or circumstance
or of rendering any other  provision or  provisions  herein  contained  invalid,
inoperative,  illegal or  unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution,  statute or rule
of public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid,  inoperative,  illegal or unenforceable
provision had never been contained herein and such provision reformed so that it
would be valid,  operative and  enforceable to the maximum  extent  permitted in
such jurisdiction or in such case.  Notwithstanding the foregoing,  in the event
of any such  determination  the  effect  of which is to  Affect  Materially  and
Adversely either party, the parties shall negotiate in good faith to modify this
Agreement  so as to effect  the  original  intent of the  parties  as closely as
possible to the fullest  extent  permitted by  Applicable  Law in an  acceptable
manner to the end that the  Exchanges and the other  Transactions  are fulfilled
and consummated to the maximum extent possible.

         9.7   Counterparts.   This   Agreement   may  be  executed  in  several
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same  instrument,  binding upon all of the
parties. In pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.

         9.8 Section Headings.  The headings contained in this Agreement are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.

         9.9  Governing  Law. The  validity,  interpretation,  construction  and
performance of this Agreement  shall be governed by, and construed in accordance
with,  the  applicable  laws of the United States of America and the laws of the
State of New York  applicable to contracts made and performed in such State and,
in any event,  without giving effect to any choice or conflict of laws provision
or rule that would cause the  application  of domestic  substantive  laws of any
other jurisdiction.  Anything in this Agreement to the contrary notwithstanding,
including  without  limitation  the provisions of Article 8, in the event of any
dispute  between the parties  which results in a Legal  Action,  the  prevailing
party shall be entitled to receive from the non-prevailing  party  reimbursement
for reasonable legal fees and expenses incurred by such prevailing party in such
Legal Action.

         9.10 Further Acts. Each party agrees that at any time, and from time to
time, before and after the consummation of the transactions contemplated by this
Agreement,  it  will do all  such  things  and  execute  and  deliver  all  such
Collateral  Documents  and other  assurances,  as any other party or its counsel
reasonably  deems  necessary  or  desirable  in order to carry out the terms and
conditions of this  Agreement  and the  transactions  contemplated  hereby or to
facilitate  the enjoyment of any of the rights  created  hereby or to be created
hereunder.

                                      -53-


<PAGE>




         9.11 Entire  Agreement.  This  Agreement  (together with the Disclosure
Schedules and the other Collateral Documents delivered in connection  herewith),
constitutes  the  entire  agreement  of the  parties  and  supersedes  all prior
agreements and undertakings,  both written and oral,  between the parties,  with
respect to the subject matter hereof,  including without limitation that certain
letter of intent, dated August 28, 1996, between the parties.

         9.12  Assignment.  Subject  to the  provisions  of  Section  2.6,  this
Agreement shall not be assignable by any party and any such assignment  shall be
null and void,  except that it shall inure to the benefit of and by binding upon
any successor to any party  (including  without  limitation,  in the case of EZ,
American) by operation of law, including by way of merger, consolidation or sale
of all or substantially all of its assets,  and each party may assign its rights
and remedies  hereunder  to any bank or other  financial  institution  which has
loaned funds or otherwise extended credit to it.

         9.13  Parties in  Interest.  This  Agreement  shall be binding upon and
inure  solely  to the  benefit  of each  party  and,  so  long as the EZ  Merger
Agreement has not been terminated and, in any event,  after the  consummation of
the merger of EZ and American  contemplated  thereby,  American,  and nothing in
this  Agreement,  express or implied,  is  intended to or shall  confer upon any
Person any right,  benefit or remedy of any nature whatsoever under or by reason
of this Agreement, except as otherwise provided in Section 9.12.

         9.14 Mutual Drafting. This Agreement is the result of the joint efforts
of EZ and  SFX,  and  each  provision  hereof  has been  subject  to the  mutual
consultation,  negotiation  and  agreement  of the parties and there shall be no
construction  against  either  party based on any  presumption  of that  party's
involvement in the drafting thereof.

         9.15 EZ Agent for Other EZ Parties.  Anything in this  Agreement to the
contrary  notwithstanding,  each of the EZ Parties (other than EZ) hereby grants
EZ an irrevocable power of attorney and hereby irrevocably appoints EZ its agent
for all purposes of this Agreement, including without limitation for the purpose
of executing and delivering extensions of the time for the performance of any of
the  obligations or other acts of EZ, waivers,  terminations or amendments,  and
any action  taken by EZ pursuant to such power of attorney  and agency,  and any
such extension,  waiver,  termination or amendment executed and delivered by EZ,
shall be  binding  upon each other EZ Party  whether or not it has  specifically
approved  such  action  or  executed  such  extension,  waiver,  termination  or
amendment.

         9.16 SFX Agent for Other SFX Parties. Anything in this Agreement to the
contrary notwithstanding, each of the SFX Parties (other than SFX) hereby grants
SFX an  irrevocable  power of attorney and hereby  irrevocably  appoints SFX its
agent for all purposes of this Agreement,  including without  limitation for the
purpose of executing and delivering  extensions of the time for the  performance
of any of the  obligations  or  other  acts of  SFX,  waivers,  terminations  or
amendments,  and any action  taken by SFX pursuant to such power of attorney and
agency,  and any such extension,  waiver,  termination or amendment executed and
delivered by SFX,  shall be binding upon each other SFX Party  whether or not it
has  specifically  approved  such action or  executed  such  extension,  waiver,
termination or amendment.



                                      -54-


<PAGE>




         IN WITNESS WHEREOF, the EZ Parties and the SFX Parties have caused this
Agreement to be executed as of the date first written above by their  respective
officers thereunto duly authorized.

                    EZ COMMUNICATIONS, INC.


                    By:_____________________________________
                       Name:
                       Title:

                     PROFESSIONAL BROADCASTING, INCORPORATED

                    By:_____________________________________
                       Name:
                       Title:

                    EZ PHILADELPHIA, INC.

                    By:_____________________________________
                       Name:
                       Title:

                    SFX BROADCASTING, INC.

                    By:______________________________________
                       Name:
                       Title:

                   SFX HOLDINGS, INC.

                   By:_______________________________________
                      Name:
                      Title:

         American  represents and warrants that it has  heretofore  entered into
the EZ Merger  Agreement  with EZ and hereby  acknowledges  and agrees (a) to be
bound by the  provisions of Sections  5.1, (b) that the terms and  conditions of
the above  Agreement  are  satisfactory  to it, and (c) that it consents to such
terms and conditions.

                    AMERICAN RADIO SYSTEMS CORPORATION

                    By:_____________________________________
                       Name:
                       Title:


                                      -55-


<PAGE>

                                                                  APPENDIX A

                                   DEFINITIONS

         As used in this Agreement,  unless the context otherwise requires,  the
following  terms  (or any  variant  in the  form  thereof)  have  the  following
respective  meanings.  Terms  defined in the  singular  shall have a  comparable
meaning when used in the plural, and vice versa, and the reference to any gender
shall be deemed to include all genders.  Unless otherwise defined or the context
otherwise clearly  requires,  terms for which meanings are provided herein shall
have such meanings when used in either Disclosure Schedule,  and each Collateral
Document  executed  or required  to be  executed  pursuant  hereto or thereto or
otherwise delivered,  from time to time, pursuant hereto or thereto.  References
to "hereof", "herein" or similar terms are intended to refer to the Agreement as
a whole and not a  particular  section,  and  references  to "this  Section" are
intended to refer to the entire section and not a particular subsection thereof.

         Accounts  Receivable  shall mean any and all  rights to the  payment of
money or other forms of  consideration  of any kind at any time now or hereafter
owing  or to be owing  to any EZ  Party  or any SFX  Party,  as the case may be,
attributable  to the sale of time or talent  on the  Future  EZ  Station  or the
Future SFX Station, as the case may be.

         Adverse,  Adversely, when used alone or in conjunction with other terms
(including  without  limitation  "Affect," "Change" and "Effect") shall mean any
Event which is reasonably  likely, in the reasonable  business judgment of EZ or
SFX, as the case may be, to be expected to (a) adversely  affect the validity or
enforceability  of this  Agreement  or the  likelihood  of  consummation  of the
Exchange,  or  (b)  adversely  affect  the  business,  operations,   management,
properties or prospects,  or the  condition,  financial or other,  or results of
operation  of the Future SFX Station or the Future EZ  Station,  as the case may
be, or (c) impair  SFX's or EZ's,  as the case may be,  ability  to fulfill  its
obligations  under the terms of this  Agreement,  or (d)  adversely  affect  the
aggregate  rights  and  remedies  of EZ or SFX,  as the case may be,  under this
Agreement.  Notwithstanding the foregoing, and anything in this Agreement to the
contrary  notwithstanding,  any Event affecting the radio broadcasting  industry
generally shall not be deemed to constitute an Adverse  Change,  have an Adverse
Effect or to Adversely Affect or Effect.

         Affiliate, Affiliated shall mean, with respect to any Person, any other
Person at the time  directly or indirectly  controlling,  controlled by or under
direct or indirect common control with such Person.

         Agreement shall mean this Agreement as originally in effect, including,
unless the context  otherwise  specifically  requires,  this  Appendix A, the EZ
Disclosure Schedule, the SFX Disclosure Schedule and all exhibits hereto, and as
any of the same may from  time to time be  supplemented,  amended,  modified  or
restated in the manner herein or therein provided.

         American  shall  have  the  meaning  given to it in the  fifth  Whereas
paragraph.


                                                    


<PAGE>



         American-EZ  Merger  shall  have the  meaning  given to it in the fifth
Whereas paragraph.

         Applicable Law shall mean any Law of any Authority, whether domestic or
foreign,  including  without  limitation  all federal and state  securities  and
Environmental  Laws,  to which a Person is  subject or by which it or any of its
business or operations is subject or any of its property or assets is bound.

         Appraisals shall have the meaning given to it in Section 2.1(c).

         Asset  Exchanges  shall  have  the  meaning  given  to  it  in  Section
2.1(a)(i).

         Assets shall mean the business and the tangible and  intangible  assets
used in connection with the conduct of the business or operations of one or more
of the Stations,  which business and assets are being exchanged,  transferred or
otherwise conveyed hereunder, including without including without limitation the
following:

                  (a) the Personal Property;

                  (b) the Real Property;

                  (c) the Governmental Authorizations;

                  (d) the Contracts (other than the Nonassumed Obligations);

                  (e)  all   Intellectual   Property   and   other   proprietary
         information, which relate 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
         Stations;

                  (f) all claims,  chooses in action and rights under warranties
         relating to any Station or any of the Assets;

                  (g)  all  books  and  records  relating  to  the  business  or
         operations of each Station,  including  executed  copies of the written
         Contracts,  and all records required by the FCC to be kept,  subject to
         the right of the  conveying  party to have such books and records  made
         available to it for a reasonable period, not to exceed three (3) years;
         and

                  (h)  any  and all  products,  profits  and  proceeds  of,  and
         including  without  limitation  any Claims with  respect to, any of the
         foregoing;

provided, however, that notwithstanding the foregoing, the term Assets shall not
include any of the Excluded Assets.


                                       -2-


<PAGE>



         Authority shall mean any governmental or quasi-governmental  authority,
whether  administrative,  executive,  judicial,  legislative  or  other,  or any
combination   thereof,   including  without   limitation  any  federal,   state,
territorial,   county,   municipal  or  other   government  or  governmental  or
quasi-governmental agency, arbitrator,  authority,  board, body, branch, bureau,
central bank or comparable  agency or Entity,  commission,  corporation,  court,
department,  instrumentality,  master, mediator, panel, referee, system or other
political unit or  subdivision or other Entity of any of the foregoing,  whether
domestic or foreign.

         Cash  Consideration  shall  have the  meaning  given  to it in  Section
2.1(i).

         Charlotte  Proration  Schedule  shall have the  meaning  given to it in
Section 2.2(e).

         Charlotte Trustee shall have the meaning given to it in Section 5.8(a).

         Charlotte  Trustee  Application  shall have the meaning  given to it in
Section 5.8(b).

         Claims shall mean any and all debts, liabilities,  obligations, losses,
damages,  deficiencies,  assessments  and  penalties,  together  with all  Legal
Actions, pending or threatened, claims and judgments of whatever kind and nature
relating  thereto,  and all fees, costs,  expenses and disbursements  (including
without  limitation  reasonable  attorneys'  and  other  legal  fees,  costs and
expenses) relating to any of the foregoing.

         Closing shall have the meaning given to it in Section 2.3.

         Closing Date shall have the meaning given to it in Section 2.3.

         COBRA shall mean the Consolidated Omnibus Budget  Reconciliation Act of
1985,  as  amended,  as set  forth  in  Section  4980B of the Code and Part 6 of
Subtitle B of Title I of ERISA.

         Code shall mean the Internal  Revenue  Code of 1986,  and the rules and
regulations  thereunder,  all as from time to time in effect,  or any  successor
law,  rules or  regulations,  and any  reference to any  statutory or regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.

         Collateral  Document shall mean any agreement,  certificate,  contract,
instrument,  notice,  opinion  or  other  document  delivered  pursuant  to  the
provisions  of this  Agreement or any  Collateral  Document,  including  without
limitation the Future EZ Station TBA and the Future SFX Station TBA.

         Collection Period shall have the meaning given to it in Section 2.5.

         Contract, Contractual Obligation shall mean any agreement, arrangement,
commitment,  contract, covenant,  indemnity,  undertaking or other obligation or
liability  which  involves  the  ownership  and  operation  of the Assets or the
conduct of the business of any of the Stations.

                                       -3-


<PAGE>



         Control (including the terms  "controlled,"  "controlled by" and "under
common control with") means the possession, directly or indirectly or as trustee
or executor,  of the power to direct or cause the direction of the management or
policies of a Person,  or the disposition of such Person's assets or properties,
whether through the ownership of stock, equity or other ownership,  by contract,
arrangement or understanding,  or as trustee or executor,  by contract or credit
arrangement or otherwise.

         Cut-off Date shall mean (i) with respect to any Contract to be assigned
and the rights and obligations to be assumed  pursuant to any TBA (including all
items of revenue and expense  relating to such Contract) the applicable TBA date
for such TBA and (ii) in all other cases, the Closing Date.

         Disclosure  Schedule  shall mean the EZ Disclosure  Schedule or the SFX
Disclosure Schedule, as the case may be.

         Employment  Arrangement  shall  mean,  with  respect to EZ or SFX,  any
employment,  consulting,  retainer,  severance or similar  contract,  agreement,
plan,  arrangement or policy (exclusive of any which is terminable within thirty
(30) days  without  liability,  penalty or payment of any kind by such Person or
any  Affiliate),  or providing for severance,  termination  payments,  insurance
coverage  (including  any  self-insured  arrangements),   workers  compensation,
disability benefits, life, health, medical, dental or hospitalization  benefits,
supplemental unemployment benefits,  vacation or sick leave benefits, pension or
retirement benefits or for deferred compensation, profit-sharing, bonuses, stock
options,  stock  purchase or  appreciation  rights or other  forms of  incentive
compensation  or  post-retirement  insurance,  compensation  or  post-retirement
insurance, compensation or benefits, or any collective bargaining or other labor
agreement,  whether or not any of the foregoing is subject to the  provisions of
ERISA, but only to the extent that it covers or relates to any officer, employee
or other Person  involved in the ownership and operation of any of the Assets or
the conduct of the business of any of the Stations.

         Encumber  shall  mean  to  suffer,  accept,  agree  to  or  permit  the
imposition of a Lien.

         Entercom  shall  have  the  meaning  given to it in the  first  Whereas
paragraph.

         Entercom  Agreement  shall  have the  meaning  give to it in the  first
Whereas paragraph.

         Entity shall mean any corporation,  firm, unincorporated  organization,
association,  partnership,  limited  liability  company,  trust  (inter vivos or
testamentary),  estate of a deceased, insane or incompetent individual, business
trust,  joint stock  company,  joint  venture or other  organization,  entity or
business,  whether acting in an individual,  fiduciary or other capacity, or any
Authority.

         Environmental Law shall mean any Law relating to or otherwise  imposing
liability or  standards of conduct  concerning  pollution or  protection  of the
environment,   including   without   limitation   Laws  relating  to  emissions,
discharges,  releases or  threatened  releases of  Hazardous  Materials or other
chemicals or industrial pollutants, substances, materials or wastes into the

                                       -4-


<PAGE>



environment (including,  without limitation,  ambient air, surface water, ground
water,  mining or reclamation or mined land, land surface or subsurface  strata)
or otherwise relating to the manufacture,  processing, generation, distribution,
use, treatment, storage, disposal, cleanup, transport or handling of pollutants,
contaminants,  chemicals or industrial, toxic or hazardous substances, materials
or wastes. Environmental Laws shall include without limitation the Comprehensive
Environmental  Response,  Compensation and Liability Act (42 U.S.C. Section 6901
et seq.), the Hazardous Material  Transportation Act (49 U.S.C.  Section 1801 et
seq.),  the Resource  Conservation  and Recovery Act (42 U.S.C.  Section 6901 et
seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.),
the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control
Act (15 U.S.C. Section 2601 et seq.), the Occupational Safety and Health Act (29
U.S.C.  Section 651 et seq.), the Federal Insecticide  Fungicide and Rodenticide
Act (7  U.S.C.  Section  136 et  seq.),  and  the  Surface  Mining  Control  and
Reclamation  Act of 1977 (30 U.S.C.  Section  1201 et seq.),  and any  analogous
federal,   state,  local  or  foreign,  Laws,  and  the  rules  and  regulations
promulgated  thereunder all as from time to time in effect, and any reference to
any statutory or regulatory  provision  shall be deemed to be a reference to any
successor statutory or regulatory provision.

         Environmental Permit shall mean any Governmental Authorization required
by or pursuant to any Environmental Law.

         ERISA shall mean the Employee  Retirement  Income Security Act of 1974,
and the rules and regulations thereunder, all as from time to time in effect, or
any successor law, rules or  regulations,  and any reference to any statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         ERISA  Affiliate  shall  mean any  Person  that is  treated as a single
employer with SFX or EZ, as the case may be, under Sections 414(b),  (c), (m) or
(o) of the Code or Section 4001(b)(1) of ERISA.

         Escrow Agent shall mean the escrow agent named in the Escrow Agreement.

         Escrow  Agreement shall mean the Escrow Agreement of even date herewith
among SFX, EZ and the Escrow Agent.

         Escrow Deposit shall have the meaning given to it in Section 2.4.

         Event  shall  mean the  existence  or  occurrence  of any act,  action,
activity,  circumstance,  condition,  event,  fact,  failure  to act,  omission,
incident or practice, or any set or combination of any of the foregoing.

         Evergreen and Evergreen  Entities  shall have the meaning given to them
in second Whereas paragraph.


                                       -5-


<PAGE>



         Evergreen-EZ Agreement shall have the meaning given to it in the second
Whereas paragraph.

         Evergreen  FCC Consents  shall have the meaning  given to it in Section
5.8(a).

         Exchange Act shall mean the  Securities  Exchange Act of 1934,  and the
rules and  regulations  thereunder,  all as from time to time in effect,  or any
successor  law,  rules or  regulations,  and any  reference to any  statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         Exchanges shall have the meaning given to it in Section 2.1(a)(ii).

         Excluded Assets shall have the meaning given to it in Section 2.1(i).

         EZ shall have the meaning given to it in the Preamble.

         EZ Disclosure  Schedule shall mean the EZ Disclosure  Schedule dated as
of the date of this Agreement delivered by EZ to SFX.

         EZ Financial Data shall have the meaning given to it in Section 4.2(a).

         EZ  Governmental  Authorizations  shall have the meaning given to it in
Section 4.7(a).

         EZ Merger  Agreement  shall have the  meaning  given to it in the fifth
Whereas paragraph.

         EZP shall have the meaning given to it in the Preamble.

         EZ Parties shall have the meaning given to it in the Preamble.

         EZ  Proration  Schedule  shall have the meaning  given to it in Section
2.2(d).

         EZ's knowledge  (including the term "to the knowledge,  information and
belief of EZ") means the  knowledge of any EZ  executive  officer or any General
Manager of the Future EZ Station.

         EZ Trade  Agreement  shall mean any Contract  relating to the Future EZ
Station  pursuant  to which  any EZ Party is  required  to  provide  air time in
exchange for property or services other than cash.

         FCA  shall  mean the  Communication  Act of  1934,  and the  rules  and
regulations  thereunder,  all as from time to time in effect,  or any  successor
law,  rules or  regulations,  and any  reference to any  statutory or regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.


                                       -6-


<PAGE>



         FCC shall mean the Federal Communications  Commission and shall include
any successor Authority.

         FCC Consents shall mean the actions of the FCC granting its consents to
the  transfer of the FCC  Licenses  relating to the Future SFX Station to EZ and
the Future EZ Station to SFX.

         FCC Licenses shall mean all Governmental  Authorizations  issued by the
FCC to  SFX or EZ or  their  respective  Subsidiaries  in  connection  with  the
ownership,  operation  and conduct of the business of the Future SFX Station and
the Future EZ Station, as the case may be.

         Final  Order  shall  mean,  with  respect to any  Authority,  including
without  limitation  the FCC, one with respect to which no appeal,  no stay,  no
petition or application for rehearing, reconsideration,  review or stay, whether
on motion of the applicable Authority or other Person or otherwise, and no other
Legal Action contesting such consent or approval, is in effect or pending and as
to  which  the  time or  deadline  for  filing  any  such  appeal,  petition  or
application  or other Legal  Action has expired or, if filed,  has been  denied,
dismissed or  withdrawn,  and the time or deadline for  instituting  any further
Legal Action has expired.

         Future EZ Assets shall have the meaning given to it in Section 2.1(i).

         Future EZ License shall have the meaning given to it in Section 2.1.

         Future  EZ  Station  shall  have the  meaning  given to it in the third
Whereas paragraph.

         Future EZ  Station  Employees  shall  have the  meaning  given to it in
Section 4.12(a).

         Future EZ  Station  TBA shall have the  meaning  given to it in Section
5.2(d).

         Future SFX Assets shall have the meaning given to it in Section 2.1(i).

         Future  SFX  License  shall have the  meaning  given to it in the first
Whereas paragraph.

         Future  SFX  Station  shall have the  meaning  given to it in the first
Whereas paragraph.

         Future SFX Station  Employees  shall have the  meaning  given it in the
Section 3.12(a).

         Future SFX Station  TBA shall have the meaning  given it in the Section
5.2(d).

         GAAP shall mean generally accepted  accounting  principles as in effect
from time to time in the United States of America.

         Governmental  Authorizations  shall  mean all  approvals,  concessions,
consents,   franchises,   licenses,  permits,  plans,  registrations  and  other
authorizations of all Authorities, including the FCC

                                       -7-


<PAGE>



Licenses,  issued by the FCC, the Federal Aviation  Administration and any other
Authority in connection with the conduct of business or operations of any of the
Stations.

         Governmental  Filings shall mean all filings,  including  franchise and
similar Tax  filings,  and the payment of all fees,  assessments,  interest  and
penalties associated with such filings, with all Authorities.

         Hart-Scott-Rodino  Act  shall  mean  the  Hart-Scott-Rodino   Antitrust
Improvements Act of 1976, and the rules and regulations thereunder,  all as from
time to time in effect,  or any successor  law,  rules or  regulations,  and any
reference to any such statutory or regulatory  provision shall be deemed to be a
reference to any successor statutory or regulatory provision.

         Hazardous  Materials  shall mean and include any  substance,  material,
waste, constituent, compound, chemical, natural or man-made element or force (in
whatever state of matter):  (a) the presence of which requires  investigation or
remediation under any Environmental  Law, or (b) that is defined as a "hazardous
waste" or  "hazardous  substance"  under any  Environmental  Law; or (c) that is
toxic, explosive,  corrosive,  etiologic,  flammable,  infectious,  radioactive,
carcinogenic,   mutagenic  or  otherwise  hazardous  and  is  regulated  by  any
applicable Authority or subject to any Environmental Law; or (d) the presence of
which on the real property owned or leased by such Person causes or threatens to
cause a nuisance upon any such real property or to adjacent  properties or poses
or threatens to pose a hazard to the health or safety of persons on or about any
such real property;  or (e) the presence of which on adjacent  properties  could
constitute a trespass by such Person; or (f) that contains gasoline, diesel fuel
or other  petroleum  hydrocarbons,  or any  by-products  or  fractions  thereof,
natural gas,  polychlorinated  biphenyls ("PCBs") and PCB-containing  equipment,
radon or other radioactive elements,  ionizing radiation,  electromagnetic field
radiation  and other  non-ionizing  radiation,  sonic  forces and other  natural
forces,  lead,  asbestos or  asbestos-  containing  materials  ("ACM"),  or urea
formaldehyde foam insulation.

         Indebtedness  shall mean,  with  respect to any Person,  (a) all items,
except  items of  capital  stock or of  surplus  or of  general  contingency  or
deferred tax reserves or any minority  interest in any Subsidiary of such Person
to the extent such interest is treated as a liability with indeterminate term on
the  consolidated  balance sheet of such Person,  which in accordance  with GAAP
would be included in  determining  total  liabilities  as shown on the liability
side of a balance sheet of such Person, (b) all obligations  secured by any Lien
to which any property or asset owned or held by such Person is subject,  whether
or not the obligation  secured  thereby shall have been assumed,  and (c) to the
extent not  otherwise  included,  all  Contractual  Obligations  of such  Person
constituting  capitalized leases and all obligations of such Person with respect
to Leases constituting part of a sale and leaseback arrangement.

         Indebtedness for Money Borrowed shall mean, with respect to EZ and SFX,
money borrowed and Indebtedness represented by notes payable and drafts accepted
representing   extensions  of  credit,  all  obligations   evidenced  by  bonds,
debentures,  notes or other similar instruments, the maximum amount currently or
at any time thereafter  available to be drawn under all  outstanding  letters of
credit  issued  for the  account of such  Person,  all  Indebtedness  upon which
interest charges

                                       -8-


<PAGE>



are customarily paid by such Person, and all Indebtedness (including capitalized
lease obligations)  issued or assumed as full or partial payment for property or
services,  whether or not any such notes,  drafts,  obligations or  Indebtedness
represent  Indebtedness  for money  borrowed,  but shall not  include  (a) trade
payables,  (b)  expenses  accrued in the  ordinary  course of  business,  or (c)
customer advance payments and customer  deposits received in the ordinary course
of business.

         Intangible  Assets shall mean all assets and property  lacking physical
properties the evidence of ownership of which must  customarily be maintained by
independent  registration,  documentation,  certification,  recordation or other
means, and shall include, without limitation, concessions,  franchises, license,
permits and all Intellectual Property.

         Intellectual  Property  shall mean any and all  research,  information,
inventions,  designs,  procedures,  developments,   discoveries,   improvements,
patents and applications therefor, trademarks and applications therefor, service
marks,  trade names copyrights and  applications  therefor,  logos,  trade SFXs,
drawing, plans, systems,  methods,  specifications,  computer software programs,
tapes, discs and related data processing  software (including without limitation
object and source  codes)  owned by such Person or in which it has an  ownership
interest  and all other  manufacturing,  engineering,  technical,  research  and
development data and know-how made, conceived, developed and/or acquired by such
Person,  which  relate  to the  manufacture,  production  or  processing  of any
products  developed  or sold by such  Person or which are within the scope of or
usable in connection  with such Person's  business as it may, from time to time,
hereafter be conducted or proposed to be conducted.

         Law shall mean any (a) administrative,  judicial,  legislative or other
action,  code,  consent  decree,  constitution,  decree,  directive,  enactment,
finding, guideline, law, injunction, interpretation, judgment, order, ordinance,
policy statement,  proclamation,  promulgation,  regulation,  requirement, rule,
rule of law, rule of public policy,  settlement  agreement,  statute, or writ or
any  Authority,  domestic  or  foreign;  (b) the common  law,  or other legal or
quasi-legal  precedent;  or (c)  arbitrator's,  mediator's  or referee's  award,
decision,  finding or recommendation;  including, in each such case or instance,
any interpretation,  directive,  guideline or request, whether or not having the
force of law including, in all cases, without limitation any particular section,
part or provision thereof.

         Lease  shall mean any lease of  property,  whether  real,  personal  or
mixed, and all amendments thereto.

         Legal  Action  shall  mean,  with  respect to any  Person,  any and all
litigation   or   legal   or   other   actions,   arbitrations,   counterclaims,
investigations, proceedings, requests for material information by or pursuant to
the order of any Authority or suits, at law, in equity or in arbitration.

         License  Exchanges  shall  have  the  meaning  given  to it in  Section
2.1(a)(ii).

         Lien shall mean any of the  following:  mortgage;  lien  (statutory  or
other);  or other security  agreement,  arrangement or interest;  hypothecation,
pledge  or  other  deposit  arrangement;  assignment;  charge;  levy;  executory
seizure; attachment; garnishment; encumbrance (including any easement,

                                       -9-


<PAGE>



exception,  reservation or limitation,  right of way, and the like); conditional
sale,  title  retention  or other  similar  agreement,  arrangement,  device  or
restriction;   preemptive  or  similar  right;  any  financing  lease  involving
substantially  the same economic  effect as any of the foregoing;  the filing of
any financing  statement under the Uniform  Commercial Code or comparable law of
any  jurisdiction;  restriction on sale,  transfer,  assignment,  disposition or
other alienation; or any option, equity, claim or right of or obligation to, any
other Person, of whatever kind and character.

         Like-Kind  Exchange  shall  mean an  exchange  of assets of the  nature
contemplated by the provisions of Section 1031 of the Code.

         Loss and Expense shall have the meaning given to it in Section 8.2.

         Material, Materially or materiality for the purposes of this Agreement,
shall, unless specifically stated to the contrary,  be determined without regard
to the fact that various  provisions of this Agreement set forth specific dollar
amounts.

         Material  Agreement  shall  mean,  with  respect  to  any  Person,  any
Contractual  Obligation which (a) was not entered into in the ordinary course of
business,  (b) was entered  into in the  ordinary  course of business  which (i)
involved  the  purchase,  sale or lease of goods or  materials,  or  purchase of
services,  aggregating more than Fifty Thousand Dollars  ($50,000) during any of
the last three fiscal  years,  (ii)  extends for more than three (3) months,  or
(iii) is not  terminable on thirty (30) days or less notice  without  penalty or
other payment, (c) involves Indebtedness for Money Borrowed, (d) is or otherwise
constitutes a written agency, broker, dealer,  license,  distributorship,  sales
representative  or similar  written  agreement,  or (e)  accounted for more than
three  percent  (3%) of the  revenues of the Future EZ Station or the Future SFX
Station in any of the last three  fiscal  years or is likely to account for more
than three  percent  (3%) of revenues of the Future EZ Station or the Future SFX
Station during the current fiscal year.

         Multiemployer  Plan shall mean a Plan which is a  "multiemployer  plan"
within the meaning of Section 4001(a)3 of ERISA.

         Nonassumed  Obligations  shall have the meaning  given to it in Section
2.2(b).

         Notice of  Disagreement  shall have the meaning  given to it in Section
2.2(d).

         Organic  Document  shall  mean,  with  respect  to a Person  which is a
corporation,  its certificate or articles of incorporation or organization,  its
by-laws and all stockholder  agreements,  voting trusts and similar arrangements
applicable to any of its capital stock.

         PBGC shall mean the Pension Benefit Guaranty Corporation and any Entity
succeeding to any or all of its functions under ERISA.

         PBI shall have the meaning given to it in the Preamble


                                      -10-


<PAGE>



         Permitted Liens shall mean (a) any mechanic's or materialmen's  Lien or
similar  Lien with respect to amounts not yet due and payable or which are being
contested in good faith by  appropriate  proceedings  and for which  appropriate
reserves have been  established,  (b) Liens for taxes not yet due and payable or
which are being  contested in good faith by  appropriate  proceeding,  for which
appropriate  reserves  have  been  established,  and  (c)  easements,  licenses,
covenants,  rights  of way  and  similar  Liens  which,  individually  or in the
aggregate,  would not materially and adversely affect the marketability or value
of the property  encumbered thereby or materially  interfere with the operations
of the Future EZ Station or the Future SFX Station, as the case may be.

         Person shall mean any natural individual or any Entity.

         Personal  Property shall mean all of the machinery,  equipment,  tools,
vehicles, furniture, leasehold improvements, office equipment, plant, inventory,
spare parts and other  tangible  personal  property which are owned or leased by
SFX or EZ, as the case may be,  and used or useful as of the date  hereof in the
conduct of the business or operations of the Future SFX Station or the Future EZ
Station, as the case may be, plus such additions thereto and deletions therefrom
arising in the  ordinary  course of  business  between  the date  hereof and the
Closing Date.

         Pittsburgh  Proration  Schedule  shall have the meaning  given to it in
Section 2.2(d).

         Plan shall mean,  with respect to any Person and at a particular  time,
any employee benefit plan which is covered by ERISA and in respect of which such
Person or an ERISA  Affiliate is (or, if such plan were terminated at such time,
would under  Section 4069 of ERISA be deemed to be) an  "employer" as defined in
Section  3(5) of ERISA,  but only to the extent that it covers or relates to any
officer, employee or other Person involved in the ownership and operation of the
Assets or the conduct of the business of any of the Stations.

         Private Authorizations shall mean all approvals, concessions, consents,
franchises,  licenses,  permits,  and other authorizations of all Persons (other
than Authorities) including without limitation those with respect to copyrights,
computer software programs,  patents,  service marks,  trademarks,  trade names,
technology and know-how.

         Pro Ratable Taxes shall mean real estate and other property  Taxes,  ad
valorem Taxes,  gross  receipts  Taxes and similar Taxes,  but shall not include
federal, state or local income Taxes, franchise Taxes or other Taxes measured by
or based upon income or gain on sale or other disposition of property or assets.

         Real Property shall mean all of the fee estates and buildings and other
improvements thereon, leasehold interest, easements, licenses, rights to access,
right-of-way, and other real property interest which are owned or used by SFX or
EZ, as the case may be, as of the date hereof,  in the  operations of any Future
SFX Station or Future EZ Station, as the case may be.

         Referee shall have the meaning given to it in Section 2.2(d).


                                      -11-


<PAGE>



         Regulations  shall mean the federal income tax regulations  promulgated
under  the Code,  as such  Regulations  may be  amended  from time to time.  All
references  herein to specific  sections of the Regulations shall be deemed also
to refer to any  corresponding  provisions  of succeeding  Regulations,  and all
references  to  temporary  Regulations  shall  be  deemed  also to  refer to any
corresponding provisions of final Regulations.

         Representatives shall have the meaning given to it in Section 5.1(a).

         SEC shall mean the United States Securities and Exchange Commission, or
any successor Authority.

         Secret  shall  have  the  meaning  given  to it in  the  first  Whereas
paragraph.

         Secret-SFX  Agreement  shall have the meaning  given to it in the first
Whereas paragraph.

         Section  1031  Schedule  shall have the meaning  given to it in Section
2.1(b).

         Securities Act shall mean the Securities Act of 1933, and the rules and
regulations of the SEC  thereunder,  all as from time to time in effect,  or any
successor  law,  rules or  regulations,  and any  reference to any  statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         SFX shall have the meaning given to it in the Preamble.

         SFX  Acquisition  Agreements  shall have the meaning given to it in the
first Whereas paragraph.

         SFX Disclosure Schedule shall mean the SFX Disclosure Schedule dated as
of the date of this Agreement delivered by SFX to EZ.

         SFX  Financial  Data  shall  have the  meaning  given to it in  Section
3.2(a).

         SFX  Governmental  Authorizations  shall have the  meaning  given it in
Section 3.7(a).

         SFX Holdings shall have the meaning given to it in the Preamble.

         SFX Parties shall have the meaning given to it in the Preamble.

         SFX  Proration  Schedule  shall have the meaning given to it in Section
2.2(e).

         SFX's knowledge (including the term "to the knowledge,  information and
belief of SFX") means the  knowledge of any SFX  director or executive  officer,
and that such Person,  after reasonable  inquiry of appropriate SFX officers and
reasonable review of appropriate SFX records,

                                      -12-


<PAGE>



to the extent customary in transactions such as the Exchange,  shall have reason
to believe and shall believe that the subject representation or warranty is true
and accurate as stated.

         SFX Trade Agreement shall mean any Contract  relating to the Future SFX
Station  pursuant  to which any SFX Party is  required  to  provide  air time in
exchange for property or services other than cash.

         Solvent  shall mean,  with respect to any Person on a particular  date,
that on such date (i) the fair value of the assets of such Person  (both at fair
valuation and at present fair saleable value) is, on the date of  determination,
greater than the total amount of  liabilities,  including,  without  limitation,
contingent and  unliquidated  liabilities,  of such Person,  (ii) such Person is
able to pay all liabilities of such Person as they mature, and (iii) such Person
does not have unreasonably small capital with which to carry on its business. In
computing the amount of contingent or unliquidated liabilities at any time, such
liabilities  will be computed at the amount which, in light of all the facts and
circumstances  existing at such time,  represents the amount that can reasonably
be expected to become an actual or matured liability.

         Stations  shall  mean,  collectively,  the Future SFX  Station  and the
Future EZ Station.

         Subsidiary shall mean, with respect to a Person,  any Entity a majority
of the capital stock  ordinarily  entitled to vote for the election of directors
of which,  or if no such voting stock is  outstanding,  a majority of the equity
interests of which, is owned directly or indirectly, legally or beneficially, by
such Person or any other Person controlled by such Person.

         Tax (and "Taxable",  which shall mean subject to Tax), shall mean, with
respect to any Person,  (a) all taxes (domestic or foreign),  including  without
limitation any income (net, gross or other including  recapture of any tax items
such as  investment  tax  credits),  alternative  or add-on  minimum tax,  gross
income,  gross receipts,  gains,  sales, use, leasing,  lease, user, ad valorem,
transfer, recording, franchise, profits, property (real or personal, tangible or
intangible),  fuel,  license,  withholding on amounts paid to or by such Person,
payroll,  employment,  unemployment,  social security, excise, severance, stamp,
occupation, premium, environmental or windfall profit tax, custom, duty or other
tax, or other like  assessment or charge of any kind  whatsoever,  together with
any  interest,  levies,  assessments,  charges,  penalties,  addition  to tax or
additional  amount  imposed  by any Taxing  Authority,  (b) any joint or several
liability of such Person with any other Person for the payment of any amounts of
the type  described in (a) and (c) any  liability of such Person for the payment
of any  amounts  of the type  described  in (a) as a result  of any  express  or
implied obligation to indemnify any other Person.

         Tax  Claim  shall  mean any Claim  which  relates  to Taxes,  including
without limitation the  representations and warranties set forth in Section 3.11
or 4.11.

         Tax Return or Returns shall mean all returns, consolidated or otherwise
(including without limitation  information  returns),  required to be filed with
any Authority with respect to Taxes.


                                      -13-


<PAGE>


         Taxing   Authority  shall  mean  any  Authority   responsible  for  the
imposition of any Tax.

         Termination Date shall have the meaning given to it in Section 7.1.

         Trade Agreements shall mean, collectively, the SFX Trade Agreements and
the EZ Trade Agreements.

         Transactions shall mean the Exchanges and all of the other transactions
hereunder or under the Collateral Documents.


                                      -14-