Exhibit 10.7



                            ASSET PURCHASE AGREEMENT

         This ASSET  PURCHASE  AGREEMENT  is dated June 6, 1997,  by and between
American  Radio  Systems  Corporation,  a Delaware  corporation  ("Buyer"),  and
Michael A. McMurray and Marilyn A. McMurray, d/b/a McMurray  Communications,  an
Ohio general Partnership ("Seller").

                                P R E M I S E S:

         A.  Seller is the  permittee/licensee  of and  operates  radio  station
WMMA(FM)  Lebanon,  Ohio (the  "Station")  pursuant  to  licenses  issued by the
Federal Communications Commission (the "FCC").

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

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

                                    Section 1

                                  DEFINED TERMS

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

         1.1  "Accounts  Receivable"  means the rights of Seller to payment  for
services rendered  (including sale of time or talent on the Station for cash) by


                                      


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Seller prior to the Closing  Date as reflected on the billing  records of Seller
relating to the Station.

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

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

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

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

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

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


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Seller in the  ordinary  course of  business  between  the date  hereto  and the
Closing Date.

         1.8 "Escrow Deposit" shall mean the sum of Two Hundred and Ten Thousand
Dollars  ($210,000) held by Media Venture Partners.  as Escrow Agent pursuant to
an Escrow Agreement of even date, by and among Buyer,  Seller,  and Escrow Agent
in the form set forth in Schedule 1.8 hereto.

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

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

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

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

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


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         1.14 "Personal Property" means all of the machinery,  equipment, tools,
vehicles,  furniture,  leasehold  improvements,  office equipment,  plant, spare
parts, and other tangible  personal property which are owned or leased by Seller
and used as of the date hereof in the conduct of the business or  operations  of
the Station,  plus such additions thereto and deletions therefrom arising in the
ordinary course of business  between the date hereof and the Closing Date all as
specifically set forth in Section 3.6 hereof and in Schedule 3.6 hereto.

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

         1.16 "Real  Property"  means all of the fee estates and  buildings  and
other improvements thereon, leasehold interests,  easements, licenses, rights to
access,  rights-of-way,  and other real property  interests  owned by Seller and
used in the conduct of the  business  or  operations  of the  Station  which are
identified  on Schedule  3.5 hereof plus such  additions  thereto and  deletions
therefrom arising in the ordinary course of business between the date hereof and
the Closing Date.

                                    SECTION 2
                           SALE AND PURCHASE OF ASSETS

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

                  (a) The Personal Property;

                  (b) The Real Property;

                  (c) The Licenses;


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                  (d) The Assumed Contracts;

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

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

                  (g) All choses in action and rights under warranties of Seller
         relating to the Station or the Assets, if any;

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

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

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

                  (b) Any Contracts other than the Assumed Contracts;

                  (c) All books and  records of Seller,  subject to the right of
         Buyer to have access to and to copy for a period of four (4) years from
         the Closing Date any information  dealing exclusively with the business
         and  operations  of

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         the Station,  and Seller's other books and records  related to internal
         matters and financial relationships with Seller's lenders;

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

                  (e) Any pension, profit-sharing or employee benefit plans, and
         any employment or collective bargaining agreement, except to the extent
         specifically assumed in Section 2.4, 2.5 or 6.10 of this Agreement.

                  (f) The Accounts Receivable.

         2.3      Purchase Price.

                  (a)   The    Purchase    Price   shall   be   Three    Million
         Dollars($3,000,000).  The  Purchase  Price shall be adjusted to reflect
         any adjustments or prorations made and agreed to at Closing as provided
         in Section 2.4 hereof. Payment of the Purchase Price at Closing will be
         by direct wire  transfer  of funds,  by Buyer to the account of Seller.
         The Escrow  Deposit  may, at Buyer's  discretion,  either be applied at
         Closing to the Purchase Price, or returned to Buyer.

                  (b) No later than forty-five (45) days after the Closing Date,
         Buyer shall  deliver to Seller a reasonable  allocation of the Purchase
         Price prepared by BIA Consulting, Inc. among the various Assets, and if
         such schedule is reasonably satisfactory to Seller it shall be attached
         to this  Agreement as Schedule  2.3. The parties  hereby agree that the
         allocation of the Purchase  Price, as agreed to by Buyer and Seller and
         set forth in Schedule 2.3,  shall be  controlling  for tax purposes and
         shall be utilized in preparing  Internal Revenue Service Form 8594. 

         2.4 Adjustments and  Prorations.  All income and expenses  arising from
the conduct of the  business or  operations  of the  Stations  shall be prorated
between  Buyer and  Seller in  accordance  with  generally  accepted  accounting
principles as of 11:59 p.m.,


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local time, on the date  immediately  preceding  the Closing Date.  Seller shall
receive all  revenues and refunds to Seller and deposits of Seller hald by third
parties and shall be responsible for all liabilities and obligations incurred or
accrued in  connection  with the  operation of the Station  through  11:59 p.m.,
local time, of the date immediately  preceding the Closing Date, and Buyer shall
receive all revenues and be responsible  for such  liabilities  and  obligations
incurred or accruing thereafter.  Such prorations shall include all business and
license fees (including any retroactive  adjustments thereof),  utility charges,
real and personal  property  taxes and  assessments  levied  against the Assets,
accrued  employee  benefits  such as vacation  time and sick time,  property and
equipment  rentals,  applicable  copyright  or other  fees,  sales  and  service
charges,  taxes  (except  for taxes  arising  from the  transfer  of the  Assets
hereunder),  and similar prepaid and deferred items.  Buyer shall receive credit
to  the  extent  of  value  (as  calculated  in  Seller's  financial  statements
consistent  with  past  practice)  of any  and  all  advertising  time to be run
following the Closing for which trade or barter  consideration has been received
by the Seller prior to the Closing which exceeds Five Thousand Dollars ($5,000),
in the aggregate.

         Notwithstanding  the foregoing,  there shall be no adjustment  for, and
Seller shall remain solely liable with respect to, any Contracts not included in
the Assumed Contracts, or any other obligation or liability not being assumed by
Buyer in accordance with Section 2.5.

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

                  B. Within sixty (60) days after the Closing Date,  Buyer shall
deliver to Seller a certificate (the "Closing Certificate"),  signed by a senior
officer of Buyer  after due inquiry by such  officer  but  without any  personal
liability  to such  officer,  providing a  compilation  of the  adjustments  and
prorations  to be made pursuant to this


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Section 2.4, including any adjustments and prorations made at Closing,  together
with a copy of any working papers relating to such Closing  Certificate and such
other  supporting  evidence as Seller may  reasonably  request.  If Seller shall
conclude  that  the  Closing   Certificate  does  not  accurately   reflect  the
adjustments  and  prorations  to be made  pursuant to this Section  2.4,  Seller
shall,  within  thirty (30) days after its  receipt of the Closing  Certificate,
provide to Buyer its written statement of any  discrepancies  believed to exist.
Joseph L. Winn on behalf of Buyer,  and Stephen L. Hood on behalf of Seller,  or
their respective  designees,  shall attempt jointly to resolve the discrepancies
within fifteen (15) days after receipt of Seller's discrepancy statement,  which
resolution, if achieved, shall be binding upon all parties to this Agreement and
not subject to dispute or review.  If such  representatives  cannot  resolve the
discrepancy  to their mutual  satisfaction  within such fifteen (15) day period,
Buyer and Seller shall,  within the following ten (10) days, jointly designate a
regional or local branch of a nationally  known  independent  public  accounting
firm to be retained to review the Closing  Certificate  together  with  Seller's
discrepancy  statement and any other relevant  documents.  The cost of retaining
such  independent  public  accounting  firm shall be borne  equally by Buyer and
Seller.  Such firm shall report its  conclusions as to  adjustments  pursuant to
this Section  2.4,  within  thirty (30) days after it is retained,  which report
shall be conclusive on all parties to this  Agreement and not subject to dispute
or review. If, after adjustment as appropriate with respect to the amount of the
aforesaid  adjustments  paid or credited at the Closing,  Buyer is determined to
owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is
determined  to owe an amount to Buyer,  Seller shall pay such amount  thereof to
Buyer, in each case within ten (10) days of such determination.

         2.5 Assumption of Liabilities and Obligations.  As of the Closing Date,
Buyer  shall  pay,  discharge  and  perform  (i)  all  of  the  obligations  and
liabilities  of Seller under the Licenses and the Assumed  Contracts  insofar as
they relate to the time period


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

                                    SECTION 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

         3.1  Organization,   Standing  and  Authority.   Seller  is  a  General
Partnership duly formed, validly existing and in good standing under the laws of
the State of Ohio and is duly  qualified to conduct its business in the State of
Ohio,  which is the only  jurisdiction  where the  conduct  of the  business  or
operations of the Station requires such qualification.  Seller has all requisite
power and authority (i) to own,  lease,  and use the Assets as presently  owned,
leased, and used, and (ii) to conduct the business or operations of the Stations
as presently conducted.  Seller has all requisite power and authority to execute
and deliver this Agreement and the documents contemplated hereby, and to perform
and comply with all of the terms,  covenants and  conditions to be performed and
complied with by Seller,  hereunder and thereunder.  Seller is not a


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participant in any joint venture or partnership  with any other person or entity
with respect to any part of the Station's operations or the Assets.

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

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

         3.4  Licenses.  Schedule 3.4  includes a true and complete  list of the
Licenses. Seller has delivered to Buyer true and complete copies of the Licenses
(including any and all amendments and other modifications thereto). As described
in Schedule  3.4, the Licenses  were validly  issued with the Seller  designated
thereon being the


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authorized  legal holder  thereof.  The Licenses  comprise all of the  licenses,
permits and other  authorizations  required from any  governmental or regulatory
authority for the lawful conduct of the business or operations of the Station as
presently  operated.  Seller has no reason to believe that the Licenses will not
be renewed by the FCC or other granting authority in the ordinary course.

         3.5 Title to and  Condition  of Real  Property.  Schedule  3.5 contains
descriptions  of all the  Real  Property,  which  comprises  all  real  property
interests  necessary to conduct the business or operations of the Station as now
conducted.  Seller has delivered to Buyer true and complete copies of all leases
or other material instruments pertaining to the Real Property (including any and
all  amendments  and  other  modifications  of such  instruments),  all of which
instruments  are valid,  binding and enforceable in accordance with their terms.
To Seller's knowledge,  Seller is not in material breach, nor is any other party
in material breach, of the terms of any of such leases or other instruments. All
Real  Property (i) is available for immediate use in the conduct of the business
or operations of the Station,  and (ii) to Seller's  best  knowledge  materially
complies as described in Schedule 3.5 with all applicable  building,  electrical
and  zoning  codes and all  regulations  of any  governmental  authority  having
jurisdiction. Seller has full legal and practical access to the Real Property.

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


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Except as shown in Schedule  3.6, to Seller's  knowledge  the Personal  Property
taken as a whole is in good  operating  condition and repair  (ordinary wear and
tear excepted), and is available for immediate use in the business or operations
of the  Station,  and the  transmitting  and studio  equipment  included  in the
Personal  Property  (i) has  been  maintained  consistent  with  FCC  rules  and
regulations,  and (ii) will permit the Station and any unit auxiliaries  thereto
to operate in  accordance  with the terms of the FCC  Licenses and the rules and
regulations of the FCC, and with all other applicable  federal,  state and local
statutes, ordinances, rules and regulations.

         3.7 Contracts.  Schedule 3.7 contains descriptions of all the Contracts
except for: (i) contracts with advertisers for the sale of time or talent on the
Station  for cash and  substantially  at rate card and which are not prepaid and
which may be  cancelled by the Station  without  penalty on not more than thirty
(30) days notice, (ii) employment contracts and miscellaneous  service contracts
terminable  at will without  penalty,  and (iii) other  contracts  not involving
either  aggregate  liabilities  under all such contacts  exceeding Five Thousand
Dollars ($5,000) or any material nonmonetary obligation. Seller has delivered to
Buyer true and complete copies of all written  Contracts,  and true and complete
memoranda of all oral  Contracts  (including  any and all  amendments  and other
modifications  to  such  Contracts).  Other  than  the  Contracts,  to  Seller's
knowledge the Seller  requires no contract or agreement to enable it to carry on
its business as presently conducted.  To Seller's knowledge,  all of the Assumed
Contracts are in full force and effect,  and are valid,  binding and enforceable
in  accordance  with their terms,  except as the  enforceability  thereof may be
affected by bankruptcy,  insolvency or similar laws affecting  creditors' rights
generally,  or by court-applied  equitable  remedies.  Seller is not in material
breach,  nor to Seller's knowledge is any other party in material breach, of the
terms of any such Contracts.  Except as expressly set forth in Schedule 3.7, the
Seller is not aware of any intention by any party to any Assumed Contract (i) to
terminate such contract or amend the


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terms thereof,  (ii) to refuse to renew the same upon expiration of its term, or
(iii) to renew the same upon expiration  only on terms and conditions  which are
more onerous than those  pertaining  to such existing  contract.  Except for the
Consents,  Seller has full legal power and  authority to assign its rights under
the Assumed  Contracts  to Buyer in  accordance  with this  Agreement,  and such
assignment will not affect the validity,  enforceability and continuation of any
of the Assumed Contracts.

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

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


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

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

         3.12 Employee  Benefit  Plans.  There are no employee  benefit plans or
arrangements  applicable  to the  employees of Seller  employed at the Stations.
Seller has furnished or made available to Buyer true and complete  copies of all
written   documents  or  information   with  respect  to  employee  matters  and
arrangements  at  the  Station,   including  without  limitation,  all  employee
handbooks,  rules and policies,  plan documents,  trust  agreements,  employment
agreements,  summary plan descriptions, and descriptions of any unwritten plans,
if any, as listed in Schedule 3.12. There exists no action, suit or claim (other
than  routine  claims  for  benefits)  with  respect  to any of  such  plans  or
arrangements  pending or, to the knowledge of Seller,  threatened against any of
such plans or arrangements, and Seller possesses no knowledge of any facts which
could give rise to any such action, suit or claim.

         3.13  Labor  Relations.  Seller  is not a party  to or  subject  to any
collective bargaining agreements with respect to the Station except as described
in Schedule 3.7 hereto.  Seller has no written or oral  contracts of  employment
with any  employee


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

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

         3.15 Claims,  Legal Actions.  Except as set forth in Schedule 3.15, and
except for any investigations and rule-making  proceedings  generally  affecting
the broadcasting industry, there is no claim, legal action, counterclaim,  suit,
arbitration,  governmental  investigation or other legal,  administrative or tax
proceeding, nor any


                                       15


<PAGE>



order, decree or judgment, in progress or pending, or to the knowledge of Seller
threatened,  against or  relating  to Seller,  the  Assets,  or the  business or
operations  of the Station,  nor does Seller know of any basis for the same.  In
particular,  except as set forth in  Schedule  3.15,  but without  limiting  the
generality  of  the  foregoing,   there  are  no  applications,   complaints  or
proceedings pending or, to the best of its knowledge,  threatened (i) before the
FCC  relating  to  the  business  or   operations  of  the  Station  other  than
applications,   complaints  or  proceedings  which  affect  the  radio  industry
generally,  (ii) before any federal or state agency involving charges of illegal
discrimination  by the  Station  under any federal or state  employment  laws or
regulations, or (iii) against Seller or the Station before any federal, state or
local agency involving environmental or zoning laws or regulations.

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

         3.17  Environmental  Matters.  During Seller's tenancy under the leases
described  in Schedule  3.5 there has been no  production,  storage,  treatment,
recycling,  disposal, use, generation,  discharge,  release or other handling or
disposition of any kind by Seller of any toxic or hazardous wastes,  substances,
products,  pollutants or materials of any kind,  including,  without limitation,
petroleum and petroleum products and asbestos, or any other wastes,  substances,
products,  pollutants or material regulated under any environmental laws at, in,
on, from or under the Real Property which in any event is in material  violation
of environmental  law. The operations of Seller are and have been conducted,  as
the case may be, in material compliance with all applicable Environmental Laws.



                                       16


<PAGE>



         3.18 Conduct of Business in Ordinary  Course.  Since December 31, 1996,
Seller has  conducted  the  business and  operations  of the Station only in the
ordinary course and has not:

                  (a)  Suffered  any  material  adverse  change in the  business
         assets or properties,  or condition  (financial or otherwise) of Seller
         or of the Station, including without limitation any damage, destruction
         or loss  affecting  the Assets and any material  decreases in operating
         cash flow;

                  (b) Made any material  increase in compensation  payable or to
         become payable to any of the employees of Seller,  or any bonus payment
         made or promised to any employee of Seller,  or any material  change in
         personnel   policies,   employee   benefits   or   other   compensation
         arrangements affecting the employees of Seller; or

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

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

                                       17


<PAGE>



                                    SECTION 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

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

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

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


                                       18


<PAGE>



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

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


                                    SECTION 5
                               COVENANTS OF SELLER

         5.1 Pre-Closing Covenants.  Except as contemplated by this Agreement or
with the prior  written  consent  of  Buyer,  not to be  unreasonably  withheld,
between the date hereof and the Closing  Date,  Seller shall operate the Station
in the ordinary course of business in accordance with its past practices (except
where such would


                                       19


<PAGE>



conflict  with  the  following  covenants  or with  Seller's  other  obligations
hereunder), and abide by the following negative and affirmative covenants:

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

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

                  (2) Contracts.  Modify or amend any of the Assumed  Contracts;
         enter into any new Contracts except in the ordinary course of business,
         provided that all new Contracts  (other than  Contracts for the sale of
         broadcast  time)  shall  not  involve  either   aggregate   liabilities
         exceeding Five Thousand Dollars ($5,000),  or any material  nonmonetary
         obligation;

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

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

                  (5) Programming.  Reduce the Station's programming hours below
         the minimum  required by the FCC, or make any other material changes in
         the Station's programming policies,  except such changes as in the good
         faith judgment of the Seller are required by the public interest;

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

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



                                       20


<PAGE>



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

                  B. Affirmative Covenants.  Seller shall do the following:

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

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

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

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

                           (5)  Preservation  of  Business.  Use its  reasonable
         efforts to preserve the business and audience of the Stations,  and its
         present  relationships with their employees,  suppliers,  customers and
         others  having  business  relations  with  it and  maintain  levels  of
         marketing and  promotions  efforts and  expenditures  during the period
         prior to the  Closing  Date equal to or  greater to such  levels in the
         year immediately prior to the Closing Date;

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

                           (7) Notification. Promptly notify Buyer in writing of
         any unusual or material  developments with respect to the assets of the
         Station, and


                                       21


<PAGE>



         of any material change in any of the information  contained in Seller's
         representations and warranties  contained in Section 3 hereof or in the
         schedules  hereto,  provided that such  notification  shall not relieve
         Seller of any obligations hereunder;

                           (8)  Personnel.  Promptly  notify  Buyer as personnel
         vacancies  occur  at  the  Station  and  consider  for  employment  all
         personnel recommended by Buyer for such vacant positions;

                           (9) Trade and Barter Agreements. Provide prior to the
         Closing  Date the  advertising  time due under  any  trade  and  barter
         agreements listed in Schedule 3.7;

                           (10)  Financial  Information.  As may  be  requested,
         furnish to Buyer  within  fifteen (15) days after the end of each month
         ending  between  the date hereof and the  Closing  Date a statement  of
         income and expense  relating to the Station's  operations for the month
         just ended and such other financial information  (including information
         on payables and receivables) as Buyer may reasonably  request and which
         is prepared in the ordinary course of business.

                           (11) Contracts. Prior to the Closing Date, deliver to
         Buyer a list of all Contracts  entered into between the date hereof and
         the Closing  Date of the type  required  to be listed in Schedule  3.7,
         together with the copies of such Contracts; and

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

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


                                    SECTION 6
                        SPECIAL COVENANTS AND AGREEMENTS


                                       22


<PAGE>




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

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

                  B.  The   transfer  of  the  Assets   hereunder  is  expressly
conditioned upon (i) the grant of the FCC Consent without any materially adverse
conditions on Buyer,  (ii)  compliance by the parties hereto with any reasonable
conditions  imposed in the FCC Consent,  and (iii) the FCC Consent,  through the
passage of time or otherwise, becoming a Final Order, provided, though, that the
condition  that the FCC Consent shall have become a Final Order may be waived by
Buyer, in its sole discretion.

         6.2 Control of the Station.  Buyer shall not,  directly or  indirectly,
control,  supervise,  direct,  or attempt to control,  supervise or direct,  the
operations of the


                                       23


<PAGE>



Station;  such operations,  including complete control and supervision of all of
the  Station's   programs,   employees,   and   policies,   shall  be  the  sole
responsibility of Seller until the completion of the Closing hereunder.

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

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

         6.5  Confidentiality.  Except as necessary for the  consummation of the
transaction  contemplated  hereby,  including Buyer's obtaining financing in any
form or means of its  choosing  related  hereto,  each  party  hereto  will keep
confidential  any  information  which  is  obtained  from  the  other  party  in
connection  with the  transaction  contemplated  hereby and which is not readily
available to members of the general  public,  and will not use such  information
for any  purpose  other than in  furtherance  of the  transactions  contemplated
hereby.  In the event this  Agreement  is


                                       24


<PAGE>



terminated and the purchase and sale contemplated  hereby abandoned,  each party
will return to the other  party all  documents,  work  papers and other  written
material obtained by it in connection with the transaction  contemplated hereby,
without  retaining  copies  of such  documents,  work  papers  or other  written
material.  

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

         6.7      Risk of Loss.

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

                  B. If any  damage or  destruction  of the  Assets or any other
event occurs which prevents signal transmission by the Station in the normal and
usual  manner  and  Seller  cannot  restore  or  replace  the Assets so that the
conditions  are cured and normal and usual  transmission  is resumed  before the
Closing  Date,  the Closing


                                       25


<PAGE>


Date shall be  postponed,  for a period of up to one  hundred  and twenty  (120)
days, to permit the repair or replacement of the damage or loss.

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

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

         6.8      Employee Matters.

                  A.  Within  five (5)  business  days after  execution  of this
Agreement,  Seller  shall  provide  to Buyer  an  accurate  list of all  current
employees of the Station together with a description of the terms and conditions
of their  respective  employment  (including  salary,  bonus and  other  benefit
arrangements) and their duties as of the date of this Agreement,  as well as the
annual salaries thereof.  Seller shall


                                       26


<PAGE>


promptly notify Buyer of any changes that occur prior to Closing with respect to
such information.

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

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

         6.9 Accounts Receivable.  At the Closing,  Seller shall assign to Buyer
for collection  purposes only all Accounts  Receivable.  Seller shall deliver to
Buyer  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.
Subject to and limited by the following,  collections of the Accounts Receivable
will be for the account of Seller.  Buyer shall endeavor in the ordinary  course
of business to collect the Accounts  Receivable for a period of ninety (90) days
after the Closing Date (the "Collection


                                       27


<PAGE>



Period").  Any payment  received by Buyer during the Collection  Period from any
customer with an account which is an Account  Receivable  shall first be applied
in reduction of the Account Receivable,  unless the customer has commenced legal
action  specifically  disputing an outstanding balance and so directs in writing
with the accompanying payment. During the Collection Period, Buyer shall, within
ten (10) days of the end of each calendar month, furnish Seller with a list of ,
and pay over to Seller,  the amounts  collected  during such preceding  calendar
month with respect to the Accounts Receivable. Buyer shall provide Seller with a
final  accounting on or before the fifteenth (15th) day following the end of the
Collection  Period.  Upon the  request  of either  party at and after such time,
Buyer  and  Seller  shall  meet  to  mutually  and in  good  faith  analyze  any
uncollected  Account  Receivable to determine if the same,  in their  reasonable
business  judgment,  are deemed to be collectable and if Buyer desires to retain
such Account in the interest of maintaining on advertising  relationship.  As to
each such Account,  Buyer and Seller shall  negotiate a good faith value of such
Account,  which  Buyer  shall pay to Seller  if Buyer,  in its sole  discretion,
chooses to retain such  Account.  Seller  shall  retain the right to collect any
Account as to which the parties are unable to reach agreement as to a good faith
value, and Buyer agrees to turn over to Seller any payments received against any
such  Account.  As  Seller's  agent,  Buyer  shall not be  obligated  to use any
extraordinary  efforts  or  expend  any  sums  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 Buyer shall not make any such referral or  compromise,


                                       28


<PAGE>



nor settle or adjust the amount of any such Account Receivable,  except with the
approval of Seller. Buyer shall incur no liability to Seller for any uncollected
account  unless  Buyer  shall  have  engaged  in  willful  misconduct  or  gross
negligence in the  collection of such account.  During and after the  Collection
Period,  without specific  agreement with Buyer to the contrary,  neither Seller
nor its agents shall make any direct  solicitation of the Account Receivable for
collection  purposes except for Accounts retained by Seller after the Collection
Period.

         6.10 Signal Upgrade.  Seller shall fully cooperate,  including  without
limitation  consenting to FCC filings,  in Buyer's efforts to upgrade the signal
of the Station to Class B1.  Seller  shall make  available to Buyer all records,
studies and documentation  related to the signal and to the proposed  relocation
of the transmission site for radio station WVNU(FM), Greenfield, Ohio.

                                    SECTION 7
                  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

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

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


                                       29


<PAGE>



Agreement,  as though such representations and warranties were made at and as of
such time.

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

                  C. Consents. The FCC Consent as specified in Sections 1.10 and
6.1.B.,  above,  and each of the Consents  marked as  "material" on Schedule 3.7
shall have been duly  obtained and  delivered to Buyer with no material  adverse
change to the terms of the  License or Assumed  Contract  with  respect to which
such Consent is obtained.

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

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

                  F. Adverse Change.  Between the date of this Agreement and the
Closing Date,  there shall have been no material adverse change in the Assets or
the Stations.

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

                  A.  Representations  and Warranties.  The  representations and
warranties of Buyer  contained in this  Agreement  shall be true and complete in
all


                                       30


<PAGE>


material respects at and as of the Closing Date, except for changes contemplated
by this Agreement,  as though such  representations  and warranties were made at
and as of such time.

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

                  C. Consent.  The FCC shall have given its Consent as spedified
in Sections 1.10 and 6.1.B., above.

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

                                    SECTION 8
                         CLOSING AND CLOSING DELIVERIES

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

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


                                       32


<PAGE>




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

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

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

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

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

                  (f)  Opinions  of Counsel.  Opinions  of Seller's  counsel and
         communications  counsel dated as of the Closing Date,  and addressed to
         Buyer and at Buyer's directions,  to Buyer's lenders,  substantially in
         the form of Schedule 8.2 hereto.

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

                  (a) Purchase  Price.  The Purchase Price paid by wire transfer
         to Seller as provided in Section 2.3;


                                       32


<PAGE>




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

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

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

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


                                    SECTION 9

                           RIGHTS OF BUYER AND SELLER
                            ON TERMINATION OR BREACH

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

                  (a) If on the Closing Date (i) any of the conditions precedent
         to the obligations of the  terminating  party set forth in Section 7 of
         this  Agreement


                                       33


<PAGE>



         shall not have been materially satisfied, and (ii) satisfaction of such
         condition shall not have been waived by the terminating party;

                  (b) If the Closing  shall not have  occurred on or before June
         1, 1998

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

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

         9.3  Specific  Performance.  The  parties  recognize  that in the event
Seller should refuse to perform under the provisions of this Agreement, monetary
damages  would not be  adequate.  Buyer  shall  therefore  be  entitled,  as its
exclusive remedy


                                       34


<PAGE>


hereunder, to obtain specific performance of the terms of this Agreement. In the
event of any action to enforce this Agreement,  Seller hereby waives the defense
that there is an adequate remedy at law.

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


                                   SECTION 10

                    SURVIVAL OF REPRESENTATIONS AND WARRANTS,
                               AND INDEMNIFICATION

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


                                       35


<PAGE>




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

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

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

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

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

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

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

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

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

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


                                       36


<PAGE>




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

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

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


                                       37


<PAGE>


to assume control of the defense of any  third-party  claim,  the Claimant shall
have the right to participate in the defense of such claim at its own expense.

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

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

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

                                   SECTION 11
                                  MISCELLANEOUS

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

If to Seller:           McMurray Communications
                        26 West Orchard
                        Lebanon, Ohio  45036
                        Attn: Mr. & Mrs. Michael McMurray


                                       38


<PAGE>

 
With a copy (which
shall not constitute
 notice) to:            John L. Tierney
                        Tierney and Swift
                        1001 Twenty-Second Street, N.W.
                        Suite 350
                        Washington, D.C. 20037

If to Buyer:            American Radio Systems Corporation
                        116 Huntington Avenue
                        Boston, MA  02116
                        Attention:  Steven B. Dodge, President
                        Fax:  (617) 375-7575

with a copy
(which shall not
constitute notice) to:  Michael B. Milsom, Vice President & General Counsel
                        American Radio Systems Corporation
                        116 Huntington Avenue
                        Boston, MA  02116
                        Fax:  (617) 375-7550

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

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

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


                                       39


<PAGE>



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

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

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

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


40


<PAGE>



party hereto, such consent shall be given in writing in a manner consistent with
the requirements for a waiver of compliance as set forth in this Section 11.7.

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

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

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

         SELLER:                     MCMURRAY COMMUNICATIONS


                                     By:     


         BUYER:                      AMERICAN RADIO SYSTEMS
                                     CORPORATION


                                     By:     

                                              Title:

                                       41


<PAGE>




                      SCHEDULES TO ASSET PURCHASE AGREEMENT




1.8               Escrow Agreement

2.3               Allocation of Purchase Price

3.4               Licenses

3.5               Real Property

3.6               Personal property

3.7               Assumed Contracts

3.8               Consents required

3.9               Trademarks; trade names; copyrights

3.10              List of Insurance Policies

3.12              Employee Benefit Plans

3.15              Claims; legal actions

8.2               Opinion of Seller's General and FCC Counsels

8.3               Opinion of Buyer's General Counsel

                                       42