EXHIBIT 10.14

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                            ASSET PURCHASE AGREEMENT

                                 BY AND BETWEEN

                       AMERICAN RADIO SYSTEMS CORPORATION

                                       AND

                           CLASSIC BROADCASTING, INC.

                                      * * *

                               SEPTEMBER 24, 1997


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                                TABLE OF CONTENTS

                                                                           Page

SECTION 1.  DEFINITIONS......................................................1
         "Accounts Receivable"...............................................1
         "Assets"............................................................1
         "Assumed Contracts".................................................1
         "Closing"...........................................................2
         "Closing Date"......................................................2
         "Consents"..........................................................2
         "Contracts".........................................................2
         "Escrow Agent"......................................................2
         "Escrow Agreement"..................................................2
         "FCC"...............................................................2
         "FCC Consent".......................................................2
         "FCC Licenses"......................................................2
         "Final Order".......................................................2
         "Intangibles".......................................................2
         "Licenses"..........................................................3
         "Purchase Price"....................................................3
         "Real Property".....................................................3
         "Tangible Personal Property"........................................3
         "Time Brokerage Agreement"..........................................3

SECTION 2.  PURCHASE AND SALE OF ASSETS......................................3
         2.1      Agreement to Sell and Buy..................................3
         2.2      Excluded Assets............................................4
         2.4      Payment of Purchase Price..................................6
         2.5      Allocation of Purchase Price...............................6
         2.6      Assumption of Liabilities and Obligations..................6

SECTION 3.  REPRESENTATIONS AND WARRANTIES OF SELLER.........................7
         3.1      Organization, Standing, and Authority......................7
         3.2      Authorization and Binding Obligation.......................7
         3.3      Absence of Conflicting Agreements..........................7
         3.4      Governmental Licenses......................................7
         3.5      Title to and Condition of Real Property....................8
         3.6      Title to and Condition of Tangible Personal Property.......8
         3.7      Assumed Contracts..........................................9
         3.8      Consents...................................................9


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         3.9      Intangibles................................................9
         3.10     Financial Statements.......................................9
         3.11     Insurance.................................................10
         3.12     Reports...................................................10
         3.13     Personnel.................................................10
         3.14     Taxes.....................................................11
         3.15     Claims and Legal Actions..................................11
         3.16     Environmental Matters.....................................12
         3.17     Compliance with Laws......................................13
         3.18     Conduct of Business in Ordinary Course....................13
         3.19     Transactions with Affiliates..............................14
         3.20     Broker....................................................14
         3.21     Full Disclosure...........................................14

SECTION 4.  REPRESENTATIONS AND WARRANTIES OF BUYER.........................15
         4.1      Organization, Standing, and Authority.....................15
         4.2      Authorization and Binding Obligation......................15
         4.3      Absence of Conflicting Agreements.........................15
         4.4      Broker....................................................15
         4.5      Full Disclosure...........................................15
         4.6      FCC Qualification.........................................16

SECTION 5.  OPERATIONS OF THE STATION PRIOR TO CLOSING......................16
         5.1      Generally.................................................16
         5.2      Compensation..............................................16
         5.3      Contracts.................................................16
         5.4      Disposition of Assets.....................................16
         5.5      Encumbrances..............................................16
         5.6      Licenses..................................................16
         5.7      Rights....................................................17
         5.8      No Inconsistent Action....................................17
         5.9      Access to Information.....................................17
         5.10     Maintenance of Assets.....................................17
         5.11     Insurance.................................................17
         5.12     Consents..................................................17
         5.13     Books and Records.........................................17
         5.14     Notification..............................................17
         5.15     Compliance with Laws......................................18
         5.16     Financing Leases..........................................18


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                                                                           Page


         5.17     Programming...............................................18
         5.18     Preservation of Business..................................18

SECTION 6.  SPECIAL COVENANTS AND AGREEMENTS................................18
         6.1      FCC Consent...............................................18
         6.2      Control of the Station....................................19
         6.3      Risk of Loss..............................................19
         6.4      Confidentiality...........................................19
         6.5      Cooperation...............................................19
         6.6      Sales Tax Filings.........................................20
         6.7      FCC Applications..........................................20
         6.8      Noncompetition Agreement..................................20
         6.9      Studio Lease..............................................20
         6.10     Time Brokerage Agreement..................................20
         6.11     Accounts Receivable.......................................20

SECTION 7.  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER
                  AT CLOSING................................................21
         7.1      Conditions to Obligations of Buyer........................21
         7.2      Conditions to Obligations of Seller.......................22

SECTION 8.  CLOSING AND CLOSING DELIVERIES..................................23
         8.1      Closing...................................................23
         8.2      Deliveries by Seller......................................23
         8.3      Deliveries by Buyer.......................................24

SECTION 9.  TERMINATION.....................................................25
         9.1      Termination by Seller.....................................25
         9.2      Termination by Buyer......................................25
         9.3      Rights on Termination.....................................26
         9.4      Escrow Deposit............................................26

SECTION 10.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                   INDEMNIFICATION; CERTAIN REMEDIES........................27
         10.1     Representations and Warranties............................27
         10.2     Indemnification by Seller.................................27
         10.3     Indemnification by Buyer..................................28
         10.4     Procedure for Indemnification.............................28
         10.5     Specific Performance......................................29


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         10.6     Attorneys' Fees...........................................30

SECTION 11.  MISCELLANEOUS..................................................30
         11.1     Fees and Expenses.........................................30
         11.2     Notices...................................................30
         11.3     Benefit and Binding Effect................................31
         11.4     Further Assurances........................................31
         11.5     Governing Law.............................................31
         11.6     Headings..................................................31
         11.7     Gender and Number.........................................31
         11.8     Entire Agreement..........................................32
         11.9     Waiver of Compliance; Consents............................32
         11.10    Press Release.............................................32
         11.11    CONSENT TO JURISDICTION ..................................32
         11.12    Exclusive Negotiations....................................32
         11.13    Counterparts..............................................33



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                                LIST OF SCHEDULES


                  Schedule 2.2        --       Excluded Assets

                  Schedule 2.3(c)     --       Trades to be Retained by Buyer

                  Schedule 3.3        --       Consents

                  Schedule 3.4        --       Licenses

                  Schedule 3.5        --       Real Property

                  Schedule 3.6        --       Tangible Personal Property

                  Schedule 3.7        --       Contracts

                  Schedule 3.9        --       Intangibles

                  Schedule 3.10       --       Financial Statements

                  Schedule 3.13       --       Employee Matters

                  Schedule 3.15       --       Litigation

                  Schedule 6.8        --       Form of Noncompetition Agreement

                  Schedule 6.9        --       Form of Studio Lease

                  Schedule 9.4        --       Form of Escrow Agreement




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                            ASSET PURCHASE AGREEMENT


         THIS ASSET PURCHASE AGREEMENT is dated as of the 24th day of September,
1997, by and between American Radio Systems Corporation,  a Delaware corporation
("Buyer"), and Classic Broadcasting, Inc., a California corporation ("Seller").

                                 R E C I T A L S

         A.  Seller is the  licensee  of Radio  Station  KEZN-FM,  Palm  Desert,
California  (the  "Station")  pursuant to  authorizations  issued by the Federal
Communications Commission.

         B. Seller desires to sell, and Buyer desires to buy,  substantially all
the assets  that are used or useful in the  operation  of the  Station,  for the
price and on the terms and conditions set forth in this Agreement.

                               A G R E E M E N T S

         In consideration of the above recitals and of the mutual agreements and
covenants contained in this Agreement,  Buyer and Seller,  intending to be bound
legally, agree as follows:

SECTION 1.  DEFINITIONS

         The following terms, as used in this Agreement, shall have the meanings
set forth in this Section:

         "Accounts  Receivable"  means the rights of Seller to  payment  for the
sale of advertising  or  programming  time run on the Station by Seller prior to
the Adjustment Time.

         "Adjustment  Time" means  12:01 a.m.,  local  California  time,  on the
effective date of the Time Brokerage Agreement.

         "Assets"  means  the  assets  to be  sold,  transferred,  or  otherwise
conveyed to Buyer under this Agreement, as specified in Section 2.1.

         "Assumed Contracts" means (i) all Contracts listed in Schedule 3.7 that
are  specifically  designated as Contracts  that are to be assumed by Buyer upon
its  purchase  of the  Station  and (ii) any  Contracts  entered  into by Seller
between the date of this  Agreement  and the Closing  Date that Buyer  agrees in
writing to assume.



                                                    



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         "Closing" means the consummation of the purchase and sale of the Assets
pursuant to this Agreement in accordance with the provisions of Section 8.

         "Closing  Date"  means  the  date  on  which  the  Closing  occurs,  as
determined pursuant to Section 8.

         "Consents"  means the  consents,  permits,  or approvals of  government
authorities and other third parties necessary to transfer the Assets to Buyer or
otherwise to consummate the transactions contemplated by this Agreement.

         "Contracts" means all contracts, leases, non-governmental licenses, and
other agreements  (including leases for personal or real property and employment
agreements),  written or oral (including any amendments and other  modifications
thereto) to which  Seller is a party or which are binding  upon Seller and which
relate to or affect the Assets or the business or operations of the Station, and
(i) which are in effect on the date of this  Agreement or (ii) which are entered
into by Seller between the date of this Agreement and the Closing Date.

         "Escrow Agent" means Star Media Group, Inc.

         "Escrow  Agreement" means the Escrow Agreement,  of even date herewith,
by and among  Buyer,  Seller and the Escrow  Agent in the form of  Schedule  9.4
hereof.

         "FCC" means the Federal Communications Commission.

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

         "FCC  Licenses"  means  all  Licenses  issued  by the FCC to  Seller in
connection with the business or operations of the Station.

         "Final  Order"  means an action by the FCC that has not been  reversed,
stayed,  enjoined, set aside, annulled, or suspended,  and with respect to which
no requests are pending for administrative or judicial review,  reconsideration,
appeal,  or stay, and the time for filing any such requests and the time for the
FCC to set aside the action on its own motion have expired.

         "Intangibles" means all copyrights,  trademarks,  trade names,  service
marks,  service  names,  licenses,   patents,  permits,   jingles,   proprietary
information, technical information and data, machinery and equipment warranties,
and other similar  intangible  property  rights and interests  (and any goodwill
associated with any of the foregoing) applied for, issued to, or owned by Seller
or under which Seller is licensed or franchised  and which are used or useful in
the operation of the Station,  together with any additions  thereto  between the
date of this Agreement and the Closing Date.


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         "Licenses" means all licenses, permits, and other authorizations issued
by the FCC, the Federal Aviation Administration, or any other federal, state, or
local governmental authorities in connection with the conduct of the business or
operations of the Station,  together with any additions thereto between the date
of this Agreement and the Closing Date.

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

         "Real Property" means all real property and interests in real property,
including  fee  estates,   leaseholds  and   subleaseholds,   purchase  options,
easements,  licenses,  rights to access,  rights of way, all buildings and other
improvements thereon, and other real property interests which are used or useful
in the operation of the Station, together with any additions thereto between the
date of this Agreement and the Closing Date.

         "Tangible  Personal  Property" means all machinery,  equipment,  tools,
vehicles, furniture, leasehold improvements, office equipment, plant, inventory,
spare parts, and other tangible personal property which is used or useful in the
operation of the Station,  together with any additions  thereto between the date
of this Agreement and the Closing Date.

         "Time Brokerage  Agreement" means the Time Brokerage Agreement dated as
of the date hereof between Seller and Buyer.

SECTION 2.  PURCHASE AND SALE OF ASSETS

         2.1 Agreement to Sell and Buy.  Subject to the terms and conditions set
forth in this Agreement,  Seller hereby agrees to sell, transfer, and deliver to
Buyer on the Closing Date, and Buyer agrees to purchase on the Closing Date, all
of the tangible and intangible assets, both real and personal, used or useful in
the operation of the Station,  together with any additions  thereto  between the
date of this Agreement and the Closing Date, but excluding the assets  described
in Section 2.2, free and clear of any claims,  liabilities,  security interests,
mortgages,  liens, pledges,  conditions,  charges, or encumbrances of any nature
whatsoever  (except for current  taxes not yet due and  payable),  including the
following:

                  (a)      The Tangible Personal Property;

                  (b)      The Real Property;

                  (c)      The Licenses;

                  (d)      The Assumed Contracts;



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                  (e) The Intangibles and all other intangible  assets of Seller
relating  to  the  Station  that  are  not  specifically   included  within  the
Intangibles, including the goodwill of the Station, if any;


                  (f) Except for the documents  described in Section 2.2(b), all
of Seller's proprietary  information,  technical information and data, machinery
and equipment  warranties,  maps,  computer  discs and tapes,  plans,  diagrams,
blueprints,  and  schematics  (including  filings  with the FCC  relating to the
business and operation of the Station)  which are in the possession of Seller or
to which Seller has access;

                  (g) All choses in action of Seller  relating  to the  Station;
and

                  (h) Except for the documents  described in Section 2.2(b), all
books and records  relating to the business or  operations  of the Station which
are in the  possession of Seller or to which Seller has access,  and all records
required by the FCC to be kept by the Station and executed copies of the Assumed
Contracts.

         2.2 Excluded Assets. The Assets shall exclude the following assets:

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

                  (b) All books and records of Seller  that  pertain to Seller's
corporate organization;

                  (c) Any pension,  profit-sharing,  or employee  benefit plans,
and any collective bargaining agreements;

                  (d) The art and furniture located in Paul Posen's office which
are listed on Schedule 2.2 hereto;

                  (e)      The Accounts Receivable; and

                  (f) The  Real  Property  of  Seller  which is  located  at the
current  studio  site of the  Station,  except to the  extent  Buyer  acquires a
leasehold interest therein pursuant to the Studio Lease.



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         2.3      Purchase Price.

                  (a) The  Purchase  Price for the Assets  shall be Five Million
One  Hundred  Thousand  Dollars  ($5,100,000),  adjusted as provided in Sections
2.3(b) and (c) below.

                  (b)  Prorations.  The  Purchase  Price shall be  increased  or
decreased as required to effectuate  the proration of expenses and income of the
Station as of 12:01 a.m.,  local  California  time, on the Closing Date,  except
that there shall be no  proration  for  expenses for which Buyer is obligated to
reimburse Seller under the Time Brokerage  Agreement and for income that belongs
to Buyer under the terms of the Time Brokerage Agreement which shall be governed
by the terms of the Time  Brokerage  Agreement.  All expenses and income arising
from the operation of the Station,  including business and license fees, utility
charges,  real and personal  property taxes and  assessments  levied against the
Assets,  property and  equipment  rentals,  applicable  copyright or other fees,
sales and service charges,  taxes (except for taxes arising from the transfer of
the Assets under this  Agreement),  FCC regulatory fees, and similar prepaid and
deferred  items,  shall be prorated  between Buyer and Seller in accordance with
the principle that (i) Seller shall be responsible for all expenses,  costs, and
liabilities  allocable  to the  period  prior to the  Closing  Date,  other than
expenses  for  which  Buyer is  obligated  to  reimburse  Seller  under the Time
Brokerage Agreement, and Buyer shall be responsible for all expenses, costs, and
obligations  allocable  to the  period on and after  the  Closing  Date and (ii)
Seller  shall be entitled  to all income  allocable  to the period  prior to the
Closing  Date,  other  than  income to which  Buyer is  entitled  under the Time
Brokerage Agreement,  and Buyer shall be entitled to all income allocable to the
period on or after the Closing Date.  Notwithstanding  the  preceding  sentence,
there shall be no  adjustment  for, and Seller shall remain  solely  liable with
respect to, any  Contracts  not included in the Assumed  Contracts and any other
obligation or liability  not being  assumed by Buyer in accordance  with Section
2.6.

                  (c) Trade  Adjustment.  The Purchase Price shall be reduced to
the extent that the amount of any  advertising  time  remaining to be run by the
Station under its trade or barter  agreements as of the Adjustment  Time exceeds
the value of the goods or services  to be  received  by the  Station  under such
trade or barter  agreements  as of the  Adjustment  Time.  For  purposes of this
Section,  the  liability  of the  Station for  unperformed  time shall be valued
according to the Station's  prevailing  rates as of the Adjustment  Time and the
value of the goods or services to be received by the Station  shall be valued at
their  fair  market  value  as of  the  Adjustment  Time.  Effective  as of  the
Adjustment Time,  Seller shall retain the right to receive the goods or services
under the trade or barter  agreements  set forth on Schedule  2.3(c)  hereto and
Buyer shall be entitled to the remaining  goods or services in  connection  with
its operation of the Station under the Time Brokerage Agreement. At Closing, all
goods or services to be received under trade or barter agreements of the Station
shall  belong to Buyer,  except  for goods and  services  set forth on  Schedule
2.3(c).



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                  (d) Manner of Determining  Adjustments.  Any adjustments will,
insofar as feasible,  be  determined  and paid on the Closing  Date,  with final
settlement and payment by the  appropriate  party occurring no later than ninety
(90)  days  after the  Closing  Date or such  other  date as the  parties  shall
mutually agree upon.

         2.4 Payment of Purchase Price.  The Purchase Price, as adjusted,  shall
be paid by Buyer to  Seller  at  Closing  by wire  transfer  of  same-day  funds
pursuant to wire  instructions  which shall be delivered by Seller to Buyer,  at
least two days prior to the Closing Date. The Escrow Deposit (as defined below),
together  with all  interest  earned  thereon,  shall be  disbursed to Seller at
Closing by the  Escrow  Agent and shall be applied as a credit in favor of Buyer
against the payment of the Purchase Price.

         2.5 Allocation of Purchase Price. The Purchase Price shall be allocated
among the  Assets,  including  goodwill  and  license  value,  of the Station in
accordance with an appraisal conducted at the expense of Buyer by an independent
appraiser  selected by Buyer. The appraisal shall be reasonably  satisfactory to
Seller  and  Seller  shall  have  five  days  from the date of  delivery  of the
appraisal  by Buyer to  Seller  to  notify  Buyer  that it  disagrees  with such
appraisal.  If  Seller  fails to  notify  Buyer of its  disagreement  with  such
appraisal within such five day period or if Seller notifies Buyer that it agrees
with the appraisal,  such  appraisal  shall be binding on the parties hereto and
both Seller and Buyer agree to report for financial  accounting and tax purposes
the sale and  purchase  of the Assets in  accordance  with such  appraisal.  The
allocation  of the Purchase  Price to the  covenant not to compete  described in
Section  6.8 of this  Agreement  shall in no event  exceed  $25,000.  If  Seller
reasonably  disagrees  with the  appraisal  and Buyer is  unable  to revise  the
appraisal to the reasonable satisfaction of Seller, neither party shall be bound
by such appraisal.

         2.6 Assumption of Liabilities and Obligations.  As of the Closing Date,
Buyer shall assume and undertake to pay, discharge,  and perform all obligations
and liabilities of Seller under the Licenses and the Assumed  Contracts  insofar
as they  relate  to the time on and  after the  Closing  Date,  and arise out of
events  related  to Buyer's  ownership  of the  Assets or its  operation  of the
Station  on or after  the  Closing  Date.  Buyer  shall  not  assume  any  other
obligations  or  liabilities  of  Seller,   including  (i)  any  obligations  or
liabilities under any Contract not included in the Assumed  Contracts,  (ii) any
obligations or liabilities  under the Assumed  Contracts  relating to the 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,  (iv)  any
obligations or liabilities  arising under capitalized  leases or other financing
agreements,  (v) any obligations or liabilities arising under agreements entered
into other than in the ordinary  course of  business,  (vi) any  obligations  or
liabilities of Seller under any employee pension,  retirement,  or other benefit
plans or collective bargaining agreements,  (vii) any obligation to any employee
of the Seller for severance benefits, vacation time, or sick leave accrued prior
to the Closing Date, or (viii) any obligations or liabilities caused by, arising
out of, or resulting from any action or omission of Seller prior to the


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Closing,  and all such  obligations  and  liabilities  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 corporation duly
organized, validly existing, and in good standing under the laws of the State of
California.  Seller has all requisite power and authority (i) to own, lease, and
use the Assets as now owned,  leased, and used, (ii) to conduct the business and
operations  of the  Station as now  conducted,  and (iii) 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.  Seller is not a participant  in any joint venture or
partnership  with any other  person or entity  with  respect  to any part of the
operations of the Station or any of 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 actions on the part of Seller and its shareholders. This Agreement has
been duly executed and delivered by Seller and constitutes the legal, valid, and
binding  obligation of Seller,  enforceable  against it in  accordance  with its
terms,  except  as the  enforceability  of this  Agreement  may be  affected  by
bankruptcy,  insolvency,  or similar laws affecting creditors' rights generally,
and by judicial discretion in the enforcement of equitable remedies.

         3.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents  listed on Schedule 3.3, 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) do not require the consent of any
third  party;  (ii) will not  conflict  with any  provision  of the  Articles of
Incorporation  or Bylaws of Seller;  (iii) will not conflict  with,  result in a
breach of, or constitute a default under, any law, judgment,  order,  ordinance,
injunction,  decree,  rule,  regulation,  or ruling of any court or governmental
instrumentality; (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 agreement,
instrument, license, or permit to which Seller is a party or by which Seller may
be bound; and (v) will not create any claim, liability,  mortgage, lien, pledge,
condition,  charge,  or  encumbrance  of any nature  whatsoever  upon any of the
Assets.

         3.4  Governmental  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 amendments and other  modifications  thereto).  The
Licenses have been validly  issued,  and Seller is the  authorized  legal holder
thereof.  The Licenses  listed on Schedule  3.4  comprise  all of the  licenses,
permits, and other authorizations required from any governmental or regulatory


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authority for the lawful  conduct of the business and  operations of the Station
in the manner and to the full  extent  they are now  conducted,  and none of the
Licenses is subject to any  restriction  or condition  that would limit the full
operation  of the Station as now  operated.  The  Licenses are in full force and
effect,  and the conduct of the  business  and  operations  of the Station is in
accordance  therewith in all material respects.  Seller has no reason to believe
that any of the  Licenses  would  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 a
complete  and  accurate  description  of all  the  Real  Property  and  Seller's
interests  therein.  The Real Property listed on Schedule 3.5 comprises all real
property  interests  necessary  to conduct the business  and  operations  of the
Station as now conducted. Seller does not own any Real Property. With respect to
each  leasehold or  subleasehold  interest  included in the Real Property  being
conveyed under this Agreement,  so long as Seller fulfills its obligations under
the lease therefor,  Seller has enforceable  rights to nondisturbance  and quiet
enjoyment,  and,  to the best of  Seller's  knowledge,  no third party holds any
interest  in the  leased  premises  with the right to  foreclose  upon  Seller's
leasehold or subleasehold interest.  Seller holds such leasehold or subleasehold
interest free and clear of all liens, mortgages, pledges, covenants,  easements,
restrictions,  encroachments, charges and other encumbrances except as expressly
set forth in the underlying  lease therefor and except for real estate taxes not
yet  due  and  payable.  All  towers,  guy  anchors,  and  buildings  and  other
improvements  included in the Assets are located  entirely on the Real  Property
listed in Schedule 3.5.  Seller has delivered to Buyer true and complete  copies
of all deeds,  leases and easements  pertaining to the Real  Property.  All Real
Property  (including  the  improvements  thereon) (i) is in good  condition  and
repair  consistent  with its present use, (ii) is available for immediate use in
the conduct of the business and operations of the Station, and (iii) complies in
all  material  respects  with all  applicable  building or zoning  codes and the
regulations of any governmental  authority having jurisdiction.  Seller has full
legal  and  practical  access  to the Real  Property.  To the  best of  Seller's
knowledge, all easements, rights-of-way, and real property licenses affecting or
constituting  part of the Real  Property  have  been  properly  recorded  in the
appropriate public recording offices.

         3.6 Title to and Condition of Tangible Personal Property.  Schedule 3.6
lists all material items of Tangible  Personal  Property.  The Tangible Personal
Property  listed on  Schedule  3.6  comprises  all  material  items of  tangible
personal  property  necessary  to conduct the  business  and  operations  of the
Station as now conducted.  Except as described in Schedule 3.6,  Seller owns and
has good  title to each  item of  Tangible  Personal  Property,  and none of the
Tangible Personal Property owned by Seller is subject to any security  interest,
mortgage,  pledge,  conditional  sales agreement,  or other lien or encumbrance,
except  for  taxes  not yet due and  payable.  Each  item of  Tangible  Personal
Property is available for  immediate  use in the business and  operations of the
Station. All items of transmitting and studio equipment included in the Tangible
Personal Property (i) have been maintained in a manner consistent with generally
accepted  standards  of good  engineering  practice,  and (ii) will  permit  the
Station  and any  auxiliary  broadcast  stations  used in the  operation  of the
Station to operate, in all material


                                      - 8 -



<PAGE>



respects,  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 Assumed Contracts.  Schedule 3.7 is a true and complete list of all
Contracts. Seller has delivered to Buyer true and complete copies of all written
Contracts,  true and complete  memoranda of all oral  Contracts  (including  any
amendments and other modifications to such Contracts).  Other than the Contracts
listed on Schedule 3.7 or any other Schedule to this Agreement,  Seller requires
no contract,  lease, or other agreement to enable it to carry on its business as
now conducted.  All of the Assumed  Contracts are in full force and effect,  and
are valid, binding, and enforceable in accordance with their terms. There is not
under any Assumed  Contract any default by any party  thereto or any event that,
after notice or lapse of time or both, could constitute a default. Seller is not
aware of any  intention  by any party to any Assumed  Contract  (i) to terminate
such  contract or amend the terms  thereof,  (ii) to refuse to renew the Assumed
Contract upon  expiration  of its term,  or (iii) to renew the Assumed  Contract
upon expiration  only on terms and conditions  which are more onerous than those
now existing. Except for the need to obtain the Consents listed in Schedule 3.3,
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,  or continuation of any of the Assumed
Contracts.

         3.8 Consents.  Except for the FCC Consent  provided for in Section 6.1,
the other Consents described in Schedule 3.3, 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 transactions  contemplated  hereby, (ii) to permit Seller
to assign or transfer  the Assets to Buyer,  or (iii) to enable Buyer to conduct
the business and  operations  of the Station in  essentially  the same manner as
such business and operations are now conducted.

         3.9  Intangibles.  Schedule  3.9 is a true  and  complete  list  of all
Intangibles  (exclusive of those listed in Schedule 3.4), all of which are valid
and in good  standing and  uncontested.  Seller has delivered to Buyer copies of
all documents establishing or evidencing all Intangibles.  To the best knowledge
of Seller,  Seller is not infringing upon or otherwise  acting  adversely to any
trademarks,  trade names,  service marks,  service 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. The Intangibles listed on Schedule 3.9
comprise all intangible property interests necessary to conduct the business and
operations of the Station as now conducted.

         3.10  Financial  Statements.  Schedule  3.10 hereto  contains  true and
complete copies of financial documents of the Station, including profit and loss
statements,  trade sales journals and lists of accounts  receivable.  Seller has
also provided Buyer with a list of all advertising contracts


                                      - 9 -



<PAGE>



existing as of the date hereof.  All  documents  referred to in the previous two
sentences were prepared by Seller,  are true and accurate in all respects to the
best of Seller's  knowledge and present  fairly the  financial  condition of the
Station.

         3.11  Insurance.  All policies of insurance  covering the Assets are in
full force and effect and are  adequate in amount  with  respect to, and for the
full value  (subject to customary  deductibles)  of, the Assets,  and insure the
Assets and the business of the Station  against all  customary  and  foreseeable
risks.  During the past three years, no insurance policy of Seller on the Assets
or the Station has been canceled by the insurer and no application of Seller for
insurance has been rejected by any insurer.

         3.12 Reports. To the best of Seller's  knowledge,  all Station returns,
reports,  and statements required to be filed by Seller 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 over Seller and the
Station have been complied with by Seller in all material respects.  All of such
returns,  reports,  and  statements  are  substantially  complete and correct as
filed.  Seller has timely paid to the FCC all annual regulatory fees required to
be paid by Seller with respect to the FCC Licenses.

         3.13     Personnel.

                  (a) Employees and Compensation.  Schedule 3.13 contains a true
and  complete  list of all  employees of Seller who are employed at the Station,
their job titles, date of hire and current salary. Schedule 3.13 also contains a
true and complete list as of the date of this Agreement of all employee  benefit
plans or  arrangements  applicable to the employees of the Station and all fixed
or contingent  liabilities  or  obligations of Seller with respect to any person
now or formerly  employed by Seller at the Station,  including pension or thrift
plans, individual or supplemental pension or accrued compensation  arrangements,
contributions  to  hospitalization  or other health or life insurance  programs,
incentive plans, bonus arrangements,  and vacation,  sick leave,  disability and
termination arrangements or policies,  including workers' compensation policies.
Seller  has  furnished  Buyer  with true and  complete  copies  of all  employee
handbooks,  employee rules and regulations, and summary plan descriptions of the
written plans and arrangements listed in Schedule 3.13, and with descriptions of
the  unwritten  plans and  arrangements  listed in  Schedule  3.13.  At  Buyer's
request,  Seller  will  furnish  Buyer  with  true and  complete  copies  of all
applicable plan documents, trust documents, and insurance contracts with respect
to the plans and arrangements listed on Schedule 3.13. All employee benefits and
welfare plans or arrangements  listed in Schedule 3.13 were established and have
been executed,  managed and administered in accordance with the Internal Revenue
Code of 1986, as amended,  the Employee  Retirement Income Security Act of 1974,
as amended  ("ERISA"),  and all other laws. Seller is not aware of the existence
of any governmental audit or examination of any of such plans or arrangements or
of any facts which would lead it to believe  that any such audit or  examination
is pending or threatened.  No action, suit, or claim with respect to any of such
plans


                                     - 10 -



<PAGE>



or  arrangements  (other than routine claims for benefits) is pending or, to the
knowledge of Seller,  threatened, and Seller possesses no knowledge of any facts
which could give rise to any such action, suit or claim.

                  (b) Labor  Relations.  Seller is not a party to or  subject to
any collective bargaining agreements with respect to the Station.  Seller has no
written or oral contracts of employment with any employee of the Station,  other
than those listed in Schedule 3.7. Seller has complied with all 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 any employee (singly or  collectively) of the Station.  No labor union or
other  collective  bargaining  unit represents or claims to represent any of the
employees  of the Station.  To Seller's  knowledge,  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
employees at the Station.

                  (c) Liabilities.  Seller has no liability of any kind to or in
respect of any employee  benefit  plan,  including  withdrawal  liability  under
Section  4201  of  ERISA.  Seller  has  not  incurred  any  accumulated  funding
deficiency  within the meaning of ERISA or Section 4971 of the Internal  Revenue
Code.  Seller has not failed to make any required  contributions to any employee
benefit plan. The Pension  Benefit  Guaranty  Corporation  has not asserted that
Seller has incurred any liability in connection  with any such plan. No lien has
been  attached and no person has  threatened to attach a lien on any property of
Seller as a result of a failure to comply with ERISA.

         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 those  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 adequate reserves
(segregated to the extent required by generally accepted accounting  principles)
with respect thereto.  There are no governmental  investigations or other legal,
administrative,  or tax proceedings pursuant to which Seller is or could be made
liable for any taxes,  penalties,  interest, or other charges, the liability for
which could extend to Buyer as transferee  of the business of the Station,  and,
to the best  knowledge  of Seller,  no event has  occurred  that could impose on
Buyer any transferee liability for any taxes,  penalties,  or interest due or to
become due from Seller.

         3.15  Claims  and  Legal   Actions.   Except  for  any  FCC  rulemaking
proceedings  generally  affecting  the  broadcasting  industry  or as  listed on
Schedule 3.15 attached hereto,  there is no claim,  legal action,  counterclaim,
suit, arbitration, governmental investigation or other legal, administrative, or
tax proceeding, nor any order, decree or judgment, in progress or


                                     - 11 -



<PAGE>



pending, or to the knowledge of Seller threatened, against or relating to Seller
with respect to its ownership or operation of the Station or otherwise  relating
to the Assets or the business or operations of the Station, nor does Seller know
or have reason to be aware of any basis for the same. In particular, but without
limiting the generality of the foregoing,  except as set forth in Schedule 3.15,
there  are no  applications,  pending  or,  to the best of  Seller's  knowledge,
complaints or  proceedings  pending or threatened (i) before the FCC relating to
the business or  operations  of the Station  other than rule making  proceedings
which  affect the radio  industry  generally,  (ii)  before any federal or state
agency relating to the business or operations of the Station  involving  charges
of  illegal  discrimination  under  any  federal  or  state  employment  laws or
regulations, or (iii) before any federal, state, or local agency relating to the
business or operations of the Station involving zoning issues under any federal,
state, or local zoning law, rule, or regulation.

         3.16     Environmental Matters.

                  (a) Seller has  complied  in all  material  respects  with all
laws,  rules, and regulations of all federal,  state, and local governments (and
all agencies thereof) concerning the environment,  public health and safety, and
employee  health and  safety,  and Seller  has  received  no notice of a charge,
complaint, action, suit, proceeding, hearing,  investigation,  claim, demand, or
notice  having been filed or commenced  against  Seller in  connection  with its
ownership or  operation  of the Station  alleging any failure to comply with any
such law, rule, or regulation.

                  (b) To the best of Seller's knowledge, Seller has no liability
relating to its ownership and operation of the Station that could  reasonably be
expected to have a material  adverse effect on the business or operations of the
Station (and there is no basis related to the present operations, properties, or
facilities of Seller for any present or future charge, complaint,  action, suit,
proceeding, hearing, investigation,  claim, or demand against Seller giving rise
to any such liability) under any law, rule, or regulation of any federal, state,
or local government (or agency thereof) concerning release or threatened release
of hazardous substances, public health and safety, or pollution or protection of
the environment.

                  (c) To the best of Seller's knowledge, Seller has no liability
relating to its ownership and operation of the Station that could  reasonably be
expected to have a material  adverse effect on the business or operations of the
Station (and Seller has not handled or disposed of any  substance,  arranged for
the disposal of any substance,  or owned or operated any property or facility in
any  manner  that  could  form the  basis  for any  present  or  future  charge,
complaint, action, suit, proceeding,  hearing,  investigation,  claim, or demand
(under the common law or pursuant to any statute)  against Seller giving rise to
any such liability) for damage to any site, location,  or body of water (surface
of subsurface) or for illness or personal injury.

                  (d) To the best of Seller's knowledge, Seller has no liability
relating to its ownership and operation of the Station that could  reasonably be
expected to have a material


                                     - 12 -



<PAGE>



adverse  effect on the  business or  operations  of the Station (and there is no
basis for any present or future charge,  complaint,  action,  suit,  proceeding,
hearing, investigation,  claim, or demand against Seller giving rise to any such
liability)  under any law, rule, or regulation of any federal,  state,  or local
government (or agency thereof) concerning employee health and safety.

                  (e) To the best of Seller's knowledge, Seller has no liability
relating to its ownership and operation of the Station that could  reasonably be
expected to have a material  adverse effect on the business or operations of the
Station (and Seller has not exposed any  employee to any  substance or condition
that could form the basis for any present or future charge,  complaint,  action,
suit, proceeding, hearing, investigation, claim, or demand (under the common law
or pursuant to statute)  against  Seller giving rise to any such  liability) for
any illness or personal injury to any employee.

                  (f) To the best of Seller's knowledge,  in connection with its
ownership  or  operation  of the  Station,  Seller  has  obtained  and  been  in
compliance in all material  respects with all of the terms and conditions of all
permits,  licenses,  and other  authorizations which are required under, and has
complied  with  all  other  limitations,  restrictions,  conditions,  standards,
prohibitions,  requirements,  obligations,  schedules,  and timetables which are
contained  in, all  federal,  state,  and local  laws,  rules,  and  regulations
(including  all  codes,  plans,  judgments,   orders,   decrees,   stipulations,
injunctions,  and  charges  thereunder)  relating  to public  health and safety,
worker  health and safety,  and  pollution  or  protection  of the  environment,
including  laws  relating to  emissions,  discharges,  releases,  or  threatened
releases of pollutants,  contaminants,  or chemical,  industrial,  hazardous, or
toxic  materials or wastes into ambient air,  surface  water,  ground water,  or
lands or otherwise relating to the manufacture,  processing,  distribution, use,
treatment,   storage,   disposal,   transport,   or  handling   of   pollutants,
contaminants, or chemical, industrial, hazardous, or toxic materials or wastes.

                  (g)  No  pollutant,   contaminant,  or  chemical,  industrial,
hazardous,  or toxic  material  or waste  has ever  been  manufactured,  buried,
stored,  spilled,  leaked,  discharged,   emitted,  or  released  by  Seller  in
connection  with its  ownership  and operation of the Station or, to the best of
Seller's knowledge, by any other party on any Real Property.

         3.17 Compliance with Laws. Seller has complied in all material respects
with the Licenses and all federal,  state, and local laws,  rules,  regulations,
and  ordinances  applicable  or relating to the  ownership  and operation of the
Station.  Neither the ownership or use of the  properties of the Station nor the
conduct of the business or operations of the Station  conflicts  with the rights
of any other person or entity.

         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:



                                     - 13 -



<PAGE>



                  (a)  Suffered  any material  adverse  change in the  business,
prospects,   assets  or  properties  of  the  Station,   including  any  damage,
destruction,  or loss  affecting any assets used or useful in the conduct of the
business of the Station;

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

                  (c)  Canceled  any debts owed to or claims held by Seller with
respect to the Station, except in the normal and usual course of business;

                  (d)  Suffered  any  material  write-down  of the  value of any
Assets or any material write-off as uncollectible of any accounts  receivable of
the Station other than in the normal and usual course of business;

                  (e)  Transferred  or granted any right under,  or entered into
any settlement  regarding the breach or  infringement  of, any license,  patent,
copyright,  trademark,  trade name, franchise, or similar right, or modified any
existing right relating to the Station; or

                  (f)  Made  any  material  increase  in  compensation  or other
payment  payable or to become  payable to any  employees of the Station,  or any
material change in personnel policies,  employee benefits, or other compensation
arrangements affecting the employees of the Station.

         3.19 Transactions with Affiliates.  Seller has not been involved in any
business arrangement or relationship  relating to the Station with any affiliate
of Seller,  and no affiliate  of Seller owns any property or right,  tangible or
intangible, which is used in the business of the Station, except that the studio
building  of the  Station is owned by an  affiliate  of Seller as  described  in
Schedule 3.5 hereto. As used in this paragraph,  "affiliate" has the meaning set
forth in Rule 12b-2 promulgated under the Securities and Exchange Act of 1934.

         3.20 Broker.  Neither  Seller nor any person acting on Seller's  behalf
has incurred any liability for any finders' or brokers' fees or  commissions  in
connection with the transactions contemplated by this Agreement, other than Star
Media Group, Inc. whose fees shall be paid by Seller.

         3.21 Full Disclosure.  No  representation or warranty made by Seller in
this Agreement or in 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,  or omits or will omit to state any material fact
and required to make any statement made herein or therein not misleading.



                                     - 14 -



<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.  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.

         4.2 Authorization and Binding Obligation. The execution,  delivery, and
performance  of this  Agreement  by  Buyer  have  been  duly  authorized  by all
necessary  corporate  actions 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  of this  Agreement may be affected by bankruptcy,
insolvency,  or  similar  laws  affecting  creditors'  rights  generally  and by
judicial discretion in the enforcement of equitable remedies.

         4.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents,  the execution,  delivery,  and performance by Buyer of this Agreement
and the documents contemplated hereby (with or without the giving of notice, the
lapse of time, or both): (i) do not require the consent of any third party; (ii)
will not conflict  with the  Certificate  of  Incorporation  or Bylaws of Buyer;
(iii) will not  conflict  with,  result in a breach of, or  constitute a default
under, any law, judgment, order, injunction, decree, rule, regulation, or ruling
of any court or  governmental  instrumentality;  or (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 agreement, instrument, license, or permit to which
Buyer is a party or by which  Buyer may be  bound,  such  that  Buyer  could not
acquire or operate the Assets.

         4.4 Broker.  Neither Buyer nor any person acting on Buyer's  behalf has
incurred any  liability  for any  finders' or brokers'  fees or  commissions  in
connection with the transactions contemplated by this Agreement.

         4.5 Full  Disclosure.  No  representation  or warranty made by Buyer in
this Agreement or in 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,  or omits or will omit to state any material fact
and required to make any statement made herein or therein not misleading.

         4.6 No Waiver.  As of the date hereof, it is not necessary for Buyer to
seek or obtain any waiver of Section 73.3555(a) of the FCC's rules to obtain the
FCC Consent.


                                     - 15 -



<PAGE>




SECTION 5.  OPERATIONS OF THE STATION PRIOR TO CLOSING

         5.1 Generally.  Subject to the terms of the Time  Brokerage  Agreement,
Seller  agrees that,  between the date of this  Agreement  and the Closing Date,
Seller shall operate the Station  diligently in the ordinary  course of business
in accordance with its past practices  (except where such conduct would conflict
with the  following  covenants or with  Seller's  other  obligations  under this
Agreement), and in accordance with the other covenants in this Section 5.

         5.2 Compensation. Seller shall not 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.

         5.3 Contracts.  Seller will not,  without the prior written  consent of
Buyer,  enter into any  contract  or  commitment  relating to the Station or the
Assets,  or amend or terminate any Assumed Contract (or waive any material right
thereunder),  or incur any  obligation  (including  obligations  relating to the
borrowing of money or the guaranteeing of indebtedness)  that will be binding on
Buyer after Closing.  Prior to the Closing Date, Seller shall deliver to Buyer a
list of all  Contracts  entered into between the date of this  Agreement and the
Closing Date, together with copies of such Contracts.

         5.4  Disposition of Assets.  Seller shall not sell,  assign,  lease, or
otherwise  transfer or dispose of any of the Assets,  except in connection  with
the acquisition of replacement property of equivalent kind and value.

         5.5  Encumbrances.  Seller shall not 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) liens  disclosed  on
Schedule 3.5 and Schedule 3.6, which shall be removed on or prior to the Closing
Date, (ii) liens for current taxes not yet due and payable, and (iii) mechanics'
liens and other similar liens, which shall be removed on or prior to the Closing
Date.

         5.6 Licenses.  Seller shall not cause or permit,  by any act or failure
to act, any of the Licenses to expire or to be revoked,  suspended, or modified,
or take any action that could cause the FCC or any other governmental  authority
to institute proceedings for the suspension, revocation, or adverse modification
of any of the  Licenses.  Seller shall not fail to prosecute  with due diligence
any applications to any governmental  authority in connection with the operation
of the Station.

         5.7 Rights. Seller shall not waive any right relating to the Station or
any of the Assets.



                                     - 16 -



<PAGE>



         5.8 No  Inconsistent  Action.  Seller shall not take any action that is
inconsistent  with its obligations  under this Agreement or that could hinder or
delay the consummation of the transactions contemplated by this Agreement.

         5.9 Access to  Information.  Seller shall give Buyer and its authorized
representatives  reasonable  access to the Assets  and to all other  properties,
equipment,  books, records, Contracts, and documents relating to the Station for
the purpose of audit and inspection.

         5.10 Maintenance of Assets.  Seller shall use its best efforts and take
all reasonable actions to maintain all of the Assets in good condition (ordinary
wear and tear excepted),  and use, operate,  and maintain all of the Assets in a
reasonable  manner and in  accordance  with the terms of the FCC  Licenses,  all
rules  and  regulations  of the FCC and  generally  accepted  standards  of good
engineering  practice.  Seller  shall  maintain  inventories  of spare parts and
expendable  supplies  at levels  consistent  with past  practices.  If any loss,
damage,  impairment,  confiscation,  or  condemnation of or to any of the Assets
occurs,  Seller  shall  repair,  replace,  or restore  the Assets to their prior
condition as represented in this Agreement as soon  thereafter as possible,  and
Seller shall use the proceeds of any claim under any insurance  policy solely to
repair, replace, or restore any of the Assets that are lost, damaged,  impaired,
or destroyed.

         5.11 Insurance.  Seller shall maintain the existing  insurance policies
on the Station and the Assets through the Closing Date.

         5.12 Consents. Seller shall use its best efforts to obtain the Consents
and the estoppel certificates described in Section 8.2(b), without any change in
the terms or conditions of any Contract or License that could be materially less
advantageous to the Station than those  pertaining under the Contract or License
as in effect on the date of this  Agreement.  Seller shall promptly advise Buyer
of any  difficulties  experienced  in  obtaining  any of the Consents and of any
conditions  proposed,  considered,  or requested for any of the  Consents.  Upon
Buyer's  request,  Seller shall  cooperate with Buyer and use it best efforts to
obtain  from  the  lessors  under  each  Real   Property   lease  such  estoppel
certificates and consents to the collateral  assignment of the lessee's interest
under each such lease as Buyer's lenders may reasonably request.

         5.13 Books and  Records.  Seller  shall  maintain its books and records
relating to the Station in accordance with past practices.

         5.14 Notification. Seller shall promptly notify Buyer in writing of any
unusual or material  developments  with respect to the business or operations of
the Station,  and of any material change in any of the information  contained in
Seller's   representations  and  warranties  contained  in  Section  3  of  this
Agreement.

         5.15 Compliance with Laws. Seller shall comply in all material respects
with all laws,  rules,  and regulations  applicable or relating to the ownership
and operation of the Station.


                                     - 17 -



<PAGE>




         5.16 Financing  Leases.  Seller will satisfy at or prior to Closing all
outstanding  obligations  under capital and financing leases with respect to any
of the Assets and obtain good title to the Assets  leased by Seller  pursuant to
those leases so that those Assets shall be  transferred to Buyer at Closing free
of any interest of the lessors.

         5.17  Programming.  Seller shall not make any  material  changes in the
broadcast hours or in the  percentages of types of programming  broadcast by the
Station,  or  make  any  other  material  change  in the  Station's  programming
policies,  except such  changes as in the good faith  judgment of the Seller are
required by the public interest.

         5.18 Preservation of Business. Seller shall use its best efforts not to
take any actions that could have an adverse  effect on the  preservation  of the
business and organization of the Station and the Station's present relationships
with its present employees,  suppliers and others having business relations with
it.

SECTION 6.  SPECIAL COVENANTS AND AGREEMENTS

         6.1      FCC Consent.

                  (a) The assignment of the FCC Licenses in connection  with the
purchase and sale of the Assets  pursuant to this Agreement  shall be subject to
the prior consent and approval of the FCC.

                  (b) Seller and Buyer  shall  promptly  prepare an  appropriate
application  for the FCC  Consent  and shall file the  application  with the FCC
within ten (10) days of the  execution  of this  Agreement.  The  parties  shall
prosecute the application with all reasonable  diligence and otherwise use their
commercially  reasonable  efforts  to  obtain  a  grant  of the  application  as
expeditiously  as  practicable.  Each party agrees to comply with any  condition
imposed on it by the FCC  Consent,  except  that no party  shall be  required to
comply with a condition if (1) the  condition was imposed on it as the result of
a circumstance  the existence of which does not constitute a breach by the party
of any of its  representations,  warranties,  or covenants under this Agreement,
and (2) compliance with the condition would have a material  adverse effect upon
it. Buyer and Seller shall oppose any requests for  reconsideration  or judicial
review of the FCC Consent. If the Closing shall not have occurred for any reason
within the original effective period of the FCC Consent, and neither party shall
have  terminated  this  Agreement  under  Section 9, the parties  shall  jointly
request an extension of the effective period of the FCC Consent. No extension of
the FCC Consent  shall limit the  exercise by either  party of its rights  under
Section 9.

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


                                     - 18 -



<PAGE>



such  operations,  including  complete  control  and  supervision  of all of the
Station programs,  employees,  and policies, shall be the sole responsibility of
Seller until the Closing;  provided,  however, that Buyer shall have such rights
and responsibilities as provided for in the Time Brokerage Agreement.

         6.3      Risk of Loss.

                  (a) Except for any loss, damage,  impairment,  confiscation or
condemnation   caused  solely  by  Buyer's  actions  under  the  Time  Brokerage
Agreement,  the  risk  of  any  loss,  damage,  impairment,   confiscation,   or
condemnation  of any of the Assets from any cause  whatsoever  shall be borne by
Seller at all times prior to the Closing.

                  (b) If any  damage or  destruction  of the Assets or any other
event occurs which (i) causes the Station to cease broadcasting operations for a
period of twenty or more days or (ii)  prevents in any material  respect  signal
transmission  by the Station in the normal and usual  manner and Seller fails to
restore or replace the Assets so that normal and usual  transmission  is resumed
within 30 days of the damage,  destruction  or other event,  Buyer,  in its sole
discretion,  may (x)  terminate  this  Agreement  forthwith  without any further
obligations hereunder upon written notice to Seller or (y) proceed to consummate
the transaction  contemplated by this Agreement and complete the restoration and
replacement  of the Assets after the Closing  Date,  in which event Seller shall
deliver to Buyer all insurance proceeds received in connection with such damage,
destruction or other event.

         6.4  Confidentiality.  Except as necessary for the  consummation of the
transaction  contemplated  by this  Agreement,  including  Buyer's  obtaining of
financing related hereto,  except in connection with the negotiation,  execution
and performance of any proposed Merger Agreement (as defined below),  and except
as and to the extent required by law, including, without limitation,  disclosure
requirements  of federal or state  securities laws and the rules and regulations
of  securities  markets,  each  party  will keep  confidential  any  information
obtained from the other party in connection with the  transactions  contemplated
by this  Agreement.  If this Agreement is terminated,  each party will return to
the other party all  information  obtained by such party from the other party in
connection with the transactions contemplated by this Agreement.

         6.5 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 commercially reasonable efforts to consummate
the transaction  contemplated hereby and to fulfill their obligations under this
Agreement.  Notwithstanding the foregoing, Buyer shall have no obligation (i) to
expend  funds to  obtain  any of the  Consents  or (ii) to agree to any  adverse
change in any License or Assumed Contract to


                                     - 19 -



<PAGE>



obtain a Consent  required with respect  thereto.  Seller shall use commercially
reasonable  efforts to assist and  cooperate  with Buyer at Buyer's  request and
expense to obtain any title policy,  survey or  environmental  audit of the Real
Property or any engineering study of the Station.

         6.6 Sales Tax Filings.  Through the Closing Date, Seller shall continue
to file California sales tax returns with respect to the Station,  if and to the
extent  such  returns  are  required to be filed by  applicable  law,  and shall
concurrently deliver copies of all such returns to Buyer.

         6.7 FCC  Applications.  Seller  shall use its best efforts to prosecute
and obtain as soon as  possible  after the date hereof a grant by the FCC of the
renewal application for the Station's FCC Licenses and a grant by the FCC of the
pending form 302 application described on Schedule 3.15 hereto.

         6.8 Noncompetition  Agreement. At Closing, Buyer, Seller and Paul Posen
shall enter into a  Noncompetition  Agreement  in the form of Schedule  6.8 (the
"Noncompetition Agreement").

         6.9 Studio Lease. On the date hereof, Buyer and Seller shall enter into
the Studio Lease in the form of Schedule 6.9 hereto (the "Studio Lease").

         6.10 Time  Brokerage  Agreement.  On the date hereof,  Buyer and Seller
shall enter into the Time  Brokerage  Agreement.  The rights and  obligations of
Seller  and  Buyer  under  the  Time   Brokerage   Agreement   shall   terminate
simultaneously   with  the  Closing  hereunder,   except  for  such  rights  and
obligations  which have accrued prior to the  termination  of the Time Brokerage
Agreement.

         6.11     Accounts Receivable.

                  (a) Collection.  Seller hereby  designates  Buyer as its agent
solely for the purpose of  collecting  the  Accounts  Receivable.  Seller  shall
deliver to Buyer as soon as practicable after the Adjustment Time a complete and
detailed statement showing the name, amount and age of each Account  Receivable.
Buyer shall make  commercially  reasonable  efforts in  accordance  with Buyer's
customary business practices to collect the Accounts  Receivable for a period of
120 days following the Adjustment Time (the  "Collection  Period").  Buyer shall
not be obligated  to use any efforts to collect any of the  Accounts  Receivable
that are more  extensive  than the  efforts  that Buyer uses to collect  its own
accounts  receivable.  Buyer  shall  not  refer  any  Accounts  Receivable  to a
collection agency or attorney for collection,  and Buyer shall not make any such
referral or  compromise,  nor settle or adjust the amount of any of the Accounts
Receivable,  except with the approval of Seller.  During the Collection  Period,
neither Seller nor its agents shall make any direct solicitation with respect to
any of the Accounts Receivable. Buyer shall incur no liability to Seller for any
uncollected account unless Buyer shall have


                                     - 20 -



<PAGE>



engaged in wilful  misconduct  or gross  negligence  in the  collection  of such
account.  Collections  by Buyer of the  Station's  receivables  shall be applied
first to the oldest unpaid billing of an account  debtor.  Buyer shall cooperate
with  Seller in the  collection  by Seller of the goods and  services  under the
trade and barter  agreements  described in Schedule 2.3(c),  provided that in no
event shall Buyer be required to disburse any funds with respect thereto.

                  (b) Payments to Sellers.  On or before the fifteenth day after
the end of each full calendar  month during the Collection  Period,  Buyer shall
deliver to Seller  (i) a list of the  amounts  collected  before the end of such
month with respect to the  Accounts  Receivable,  and (ii) the amount  collected
during such month with  respect to the  Accounts  Receivable,  less normal sales
commissions earned thereon.  On or before the fifteenth day after the end of the
Collection Period, Buyer shall furnish Seller with a list of all of the Accounts
Receivable which remain uncollected at the end of the Collection Period.

                  (c)  Further   Obligations.   After  the   expiration  of  the
Collection Period,  Buyer shall have no further obligation  hereunder other than
to make the payment  under  Section  6.11(b) and to remit to Seller any payments
with respect to any of the Accounts Receivable that Buyer subsequently receives,
and Seller may act to collect any of the Accounts  Receivables  that continue to
remain uncollected.

SECTION 7.  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER
                  AT CLOSING

         7.1 Conditions to Obligations of Buyer. All obligations of Buyer at the
Closing  are  subject at Buyer's  option to the  fulfillment  prior to or at the
Closing Date of each of the following conditions:

                  (a)  Representations  and Warranties.  All representations and
warranties of Seller  contained in this Agreement  shall be true and complete in
all material  respects at and as of the Closing Date as though made at and as of
that time.

                  (b) Covenants and Conditions.  Seller shall have performed and
complied in all material respects with all 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.   All  Consents  designated  as  "material"  on
Schedule 3.3 shall have been obtained and delivered to Buyer without any adverse
change in the terms or conditions of any agreement or any governmental  license,
permit, or other authorization.

                  (d) FCC  Consent.  The FCC  Consent  shall  have been  granted
without the imposition on Buyer of any conditions that need not be complied with
by Buyer under


                                     - 21 -



<PAGE>



Section 6.1 hereof, Seller shall have complied with any conditions imposed on it
by the FCC Consent, and the FCC Consent shall have become a Final Order.

                  (e) Governmental Authorizations. Seller shall be the holder of
all Licenses and there shall not have been any  modification of any License that
could  have a  material  adverse  effect on the  Station  or the  conduct of its
business  and  operations.  No  proceeding  shall be pending the effect of which
could be to revoke,  cancel,  fail to renew,  suspend,  or modify  adversely any
License.

                  (f)  Deliveries.  Seller  shall have made or stand  willing to
make all the deliveries to Buyer set forth in Section 8.2.

                  (g) Adverse Change. Between the date of this Agreement and the
Closing Date,  there shall have been no material  adverse change in the Tangible
Personal Property or the Real Property,  including any damage,  destruction,  or
loss affecting the Tangible Personal  Property or the Real Property,  except for
any loss  resulting  solely from actions taken by Buyer under the Time Brokerage
Agreement.

                  (h) Time  Brokerage  Agreement.  Subject to Section 6.10,  the
Time  Brokerage  Agreement  shall be in full force and effect,  and Seller shall
have complied, in all material respects, with its obligations thereunder.

                  (i) Studio Lease.  The Studio Lease shall be in full force and
effect,  and Seller  shall have  complied,  in all material  respects,  with its
obligations thereunder.

                  (j)  FCC  Applications.   The  renewal   application  for  the
Station's FCC Licenses and the form 302  application  described on Schedule 3.15
hereto shall have been granted  without any  conditions or  modifications  which
could be  materially  adverse  to Buyer or the  Station  and the  renewal of the
Station's  FCC  Licenses  and the grant of the form 302  application  shall have
become Final Orders.

         7.2 Conditions to Obligations of Seller.  All  obligations of Seller at
the Closing are subject at Seller's option to the fulfillment prior to or at the
Closing Date of each of the following conditions:

                  (a)  Representations  and Warranties.  All representations and
warranties of Buyer  contained in this  Agreement  shall be true and complete in
all material  respects at and as of the Closing Date as though made at and as of
that time.

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


                                     - 22 -



<PAGE>




                  (c) Deliveries. Buyer shall have made or stand willing to make
all the deliveries set forth in Section 8.3.

                  (d) FCC  Consent.  The FCC  Consent  shall  have been  granted
without the  imposition  on Seller of any  conditions  that need not be complied
with by Seller under  Section 6.1 hereof and Buyer shall have  complied with any
conditions imposed on it by the FCC Consent.

                  (e) Time  Brokerage  Agreement.  Subject to Section 6.10,  the
Time Brokerage Agreement shall be in full force and effect, and Buyer shall have
complied, in all material respects, with its payment obligations thereunder.

                  (f) Studio Lease.  The Studio Lease shall be in full force and
effect,  and Buyer  shall have  complied,  in all  material  respects,  with its
payment obligations thereunder.

SECTION 8.  CLOSING AND CLOSING DELIVERIES

         8.1      Closing.

                  (a) Closing Date. Subject to the satisfaction or waiver of all
of the  conditions  precedent to the holding of the Closing,  the Closing  shall
take  place at 10:00  a.m.  on a date to be set by Buyer on at least  ten  days'
written  notice to Seller,  that is (1) not earlier than the first  business day
after the FCC Consent is  effective,  and (2) not later than ten  business  days
following the date upon which the FCC Consent has become a Final Order. If Buyer
fails to specify the date for the Closing  pursuant  to the  preceding  sentence
prior to the fifth day after the date upon  which the FCC  Consent  has become a
Final Order,  the Closing  shall take place on the tenth  business day after the
date  upon  which  the FCC  Consent  has  become a Final  Order  subject  to the
satisfaction or waiver of all of the conditions  precedent to the holding of the
Closing;  provided,  however,  that  in the  event  that  the  Closing  Date  as
determined  pursuant to the previous  sentences is to take place on a date prior
to January 1, 1998,  the  Closing  Date shall be  automatically  extended to the
first business day after January 1, 1998.

                  (b) Closing Place. The Closing shall be held at the offices of
Dow, Lohnes & Albertson, 1200 New Hampshire Avenue, N.W., Suite 800, Washington,
D.C. 20036, or any other place that is agreed upon by Buyer and Seller.

         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:

                  (a) Transfer Documents.  Duly executed warranty bills of sale,
deeds,  motor vehicle titles,  assignments,  and other transfer  documents which
shall be sufficient to vest good


                                     - 23 -



<PAGE>



and marketable  title to the Assets in the name of Buyer,  free and clear of all
mortgages, liens, restrictions, encumbrances, claims, and obligations except for
liens for current taxes not yet due and payable;

                  (b)  Estoppel  Certificates.   Estoppel  certificates  of  the
lessors  of all  leasehold  and  subleasehold  interests  included  in the  Real
Property;

                  (c) Consents.  An executed copy of any  instrument  evidencing
receipt of any Consent;


                  (d)  Officer's  Certificate.  A  certificate,  dated as of the
Closing  Date,  executed  on behalf of Seller by a duly  authorized  officer  of
Seller,  certifying  (1) that  the  representations  and  warranties  of  Seller
contained in this Agreement are true and complete in all material respects as of
the Closing Date as though made on and as of that date;  and (2) that Seller has
in all material  respects  performed and complied  with all of its  obligations,
covenants,  and  agreements  set forth in this  Agreement  to be  performed  and
complied with on or prior to the Closing Date;

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

                  (f)  Opinion of  Counsel.  An Opinion  of  Seller's  corporate
counsel and communications counsel; and

                  (g) Lenders Certificates.  Such certificates and confirmations
to  Buyer's  lenders  executed  by  Seller as Buyer may  reasonably  request  in
connection  with  obtaining   financing  for  the  performance  of  its  payment
obligations hereunder;

                  (h) Noncompetition  Agreement. The Noncompetition Agreement in
the form of Schedule 6.8 duly executed by Seller and Paul Posen;

                  (i) Tax,  Lien and  Judgment  Searches.  Results  of  searches
against  Seller  for tax,  lien  and  judgment  filings  in the  records  of the
Secretary of State of the State of California  and the counties where the Assets
are located,  such searches  having been made no earlier than fifteen days prior
to the Closing.

         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, as adjusted  pursuant
to Section 2.3;


                                     - 24 -



<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 as provided in Section 2.6;

                  (c)  Officer's  Certificate.  A  certificate,  dated as of the
Closing Date, executed on behalf of Buyer by a duly authorized officer of Buyer,
certifying (1) that the  representations  and  warranties of Buyer  contained in
this Agreement are true and complete in all material  respects as of the Closing
Date as  though  made on and as of that  date,  and (2)  that  Buyer  has in all
material respects performed and complied with all of its obligations, covenants,
and  agreements set forth in this Agreement to be performed and complied with on
or prior to the Closing Date; and

                  (d) Opinion of Counsel. An opinion of Buyer's counsel dated as
of the Closing Date.

SECTION 9.  TERMINATION

         9.1 Termination by Seller.  This Agreement may be terminated by Seller,
if Seller is not then in material  default,  upon written notice to Buyer,  upon
the occurrence of any of the following:

                  (a)  Conditions.  If, on the date that would  otherwise be the
Closing Date,  Seller shall have  notified  Buyer in writing that one or more of
the conditions  precedent to the  obligations of Seller set forth in Section 7.2
of this  Agreement  have not been  satisfied  by Buyer or waived in  writing  by
Seller and such  conditions  shall not have been satisfied by Buyer or waived in
writing by Seller within ten (10) days following such notice.

                  (b)  Judgments.  If, on the date that would  otherwise  be the
Closing  Date,  there is in effect  any  judgment,  decree,  or order that would
prevent or make unlawful the Closing.

                  (c) Upset Date.  If the FCC  Consent has not been  obtained by
September 30, 1998.

                  (d) Breach. If Buyer has failed to cure any material breach of
any of its representations,  warranties or covenants under this Agreement within
fifteen  (15) days after  Buyer  receives  written  notice of such  breach  from
Seller.

         9.2 Termination by Buyer. This Agreement may be terminated by Buyer, if
Buyer is not then in material default,  upon written notice to Seller,  upon the
occurrence of any of the following:



                                     - 25 -



<PAGE>



                  (a)  Conditions.  If, on the date that would  otherwise be the
Closing Date,  Buyer shall have  notified  Seller in writing that one or more of
the conditions precedent to the obligations of Buyer set forth in Section 7.1 of
this  Agreement  have not been satisfied by Seller or waived in writing by Buyer
and such conditions shall not have been satisfied by Seller or waived in writing
by Buyer within ten (10) days following such notice.

                  (b)  Judgments.  If, on the date that would  otherwise  be the
Closing  Date,  there is in effect  any  judgment,  decree,  or order that would
prevent or make unlawful the Closing.

                  (c) Upset Date.  If the FCC  Consent has not been  obtained by
September 30, 1998.

                  (d) Breach.  If Seller has failed to cure any material  breach
of any of its  representations,  warranties  or covenants  under this  Agreement
within  fifteen (15) days after Seller  received  written  notice of such breach
from Buyer.

                  (e) Interruption of Service.  If any event shall have occurred
that prevented signal transmission of the Station in the normal and usual manner
for a continuous period of twenty days.

         9.3 Rights on Termination.  If this Agreement is terminated pursuant to
Section  9.1 or Section  9.2 and  neither  party is in  material  breach of this
Agreement, the parties hereto shall not have any further liability to each other
with  respect to the purchase and sale of the Assets and Buyer shall be entitled
to the  return of the Escrow  Deposit  (as  defined  below),  together  with all
interest  earned  thereon.  If this  Agreement  is  terminated  by Seller due to
Buyer's  material breach of this  Agreement,  then the payment to Seller of Five
Hundred  Thousand  Dollars  ($500,000)  pursuant  to Section  9.4 below shall be
liquidated  damages and shall  constitute full payment and the exclusive  remedy
for any damages  suffered by Seller by reason of Buyer's material breach of this
Agreement.  Seller  and Buyer  agree in advance  that  actual  damages  would be
difficult to  ascertain  and that the amount of Five  Hundred  Thousand  Dollars
($500,000)  is a fair and  equitable  amount to  reimburse  Seller  for  damages
sustained due to Buyer's material breach of this Agreement. If this Agreement is
terminated by Buyer due to Seller's  material  breach of this  Agreement,  Buyer
shall have all rights and remedies available at law or equity except as provided
in Section 10.5 hereof.

         9.4 Escrow  Deposit.  Buyer has  deposited  on the date hereof with the
Escrow Agent the sum of Five Hundred  Thousand  Dollars  ($500,000) (the "Escrow
Deposit") in accordance with the Escrow Agreement. All such funds deposited with
the Escrow Agent shall be held and disbursed in accordance with the terms of the
Escrow Agreement and the following provisions:



                                     - 26 -



<PAGE>



                  (a) At the  Closing,  the  Escrow  Deposit  together  with any
interest or other  proceeds  from the  investment  thereof shall be disbursed to
Seller as a credit in favor of Buyer against the payment of the Purchase Price.

                  (b) If this Agreement is terminated pursuant to Section 9.1 or
9.2 for any reason other than as provided in Section 9.4(c),  the Escrow Deposit
together with any interest or other proceeds from the  investment  thereof shall
be disbursed to or at the direction of Buyer; and

                  (c) If this  Agreement is  terminated by Seller due to Buyer's
material breach of this Agreement, then the Escrow Deposit shall be disbursed to
or at the direction of Seller as liquidated  damages under Section 9.3 above and
any interest or other proceeds from the investment thereof shall be disbursed by
the Escrow Agent to or at the direction of Buyer.

SECTION 10.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                   INDEMNIFICATION; CERTAIN REMEDIES

         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 for a period of twenty-four months. Any
investigations by or on behalf of any party hereto shall not constitute a waiver
as to enforcement of any representation, warranty, or covenant contained in this
Agreement.  No notice or  information  delivered by Seller shall affect  Buyer's
right to rely on any representation or warranty made by Seller or relieve Seller
of any obligations  under this Agreement as the result of a breach of any of its
representations and warranties.

         10.2  Indemnification  by  Seller.  Notwithstanding  the  Closing,  and
regardless of any investigation made at any time by or on behalf of Buyer or any
information  Buyer may have,  Seller  hereby  agrees to 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 covenant
by Seller  contained  in this  Agreement  or in any  certificate,  document,  or
instrument delivered to Buyer under this Agreement.

                  (b) Any and all  obligations  of Seller  not  assumed by Buyer
pursuant to this Agreement,  including any liabilities arising at any time under
any Contract not included in the Assumed Contracts.

                  (c) Any and all losses, liabilities, or damages resulting from
the  operation or ownership of the Station  prior to the Closing,  including any
liabilities arising under the Licenses


                                     - 27 -



<PAGE>



or the Assumed  Contracts  which  relate to events  occurring  prior the Closing
Date, except for losses,  liabilities or damages resulting from the operation of
the Station by Buyer under the Time Brokerage Agreement.

                  (d) Any and all actions, suits, proceedings,  claims, demands,
assessments, judgments, 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,  or in
enforcing this indemnity.

         10.3  Indemnification  by  Buyer.   Notwithstanding  the  Closing,  and
regardless  of any  investigation  made at any time by or on behalf of Seller or
any  information  Seller may have,  Buyer hereby  agrees to  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 covenant
by  Buyer  contained  in this  Agreement  or in any  certificate,  document,  or
instrument delivered to Seller under this Agreement.

                  (b)  Any  and all  obligations  of  Seller  assumed  by  Buyer
pursuant to this Agreement.

                  (c) Any and all losses,  liabilities or damages resulting from
the operation or ownership of the Station on and after the Closing.

                  (d) Any and all actions, suits, proceedings,  claims, demands,
assessments,  judgments, 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,  or in
enforcing this indemnity.

         10.4 Procedure for  Indemnification.  The procedure for indemnification
shall be as follows:

                  (a) The party claiming  indemnification (the "Claimant") shall
promptly  give notice to the party from which  indemnification  is claimed  (the
"Indemnifying  Party") of any claim, whether between the parties or brought by a
third party, specifying in reasonable detail the factual basis for 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 ten days after
written notice of such action, suit, or proceeding was given to Claimant.

                  (b)  With  respect  to  claims  solely  between  the  parties,
following receipt of notice from the Claimant of a claim, the Indemnifying Party
shall have thirty days to make such


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<PAGE>



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  representatives  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 the
thirty-day  period  (or any  mutually  agreed  upon  extension  thereof)  to the
validity and amount of such claim, the Indemnifying  Party shall immediately pay
to  the  Claimant  the  full  amount  of the  claim.  If the  Claimant  and  the
Indemnifying  Party do not agree within the  thirty-day  period (or any mutually
agreed upon extension thereof),  the Claimant may seek appropriate remedy at law
or equity.

                  (c) With respect to any claim by a third party as to which the
Claimant is entitled to indemnification  under this Agreement,  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 actual  out-of-pocket
expenses incurred by the Claimant as the result of a request by the Indemnifying
Party. If the Indemnifying  Party elects to assume control of the defense of any
third-party  claim,  the  Claimant  shall have the right to  participate  in the
defense of such claim at its own  expense.  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 by the  Claimant  with
respect to such claim.

                  (d) If a claim,  whether  between  the  parties  or by a third
party,  requires immediate action, the parties will make every effort to reach a
decision with respect thereto as expeditiously as possible.

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


         10.5  Specific  Performance.  The  parties  recognize  that  if  Seller
breaches  this  Agreement  and refuses to perform  under the  provisions of this
Agreement,  monetary damages alone would not be adequate to compensate Buyer for
its injury.  Buyer shall therefore be entitled to obtain specific performance of
the terms of this  Agreement.  If any action is brought by Buyer to enforce this
Agreement,  Seller shall waive the defense  that there is an adequate  remedy at
law. Specific performance shall be the exclusive remedy of Buyer for a breach of
this Agreement by Seller prior to the Closing,  so long as specific  performance
is  available as a remedy to Buyer for such breach and that the  enforcement  of
this Agreement would not have an adverse effect on Buyer as a result of Seller's
breach.  Except to the extent set forth in the preceding sentence,  Seller shall
be entitled to any other remedy that may be available, including money damages.


                                     - 29 -



<PAGE>




         10.6  Attorneys'  Fees. In the event of a default by either party which
results in a lawsuit or other  proceeding  for any remedy  available  under this
Agreement,  the  prevailing  party shall be entitled to  reimbursement  from the
other party of its reasonable legal fees and expenses.

SECTION 11.  MISCELLANEOUS

         11.1 Fees and Expenses. Any federal,  state, or local sales or transfer
tax arising in connection  with the  conveyance of the Assets by Seller to Buyer
pursuant to this Agreement  shall be paid by Buyer.  Buyer and Seller shall each
pay  one-half  of all  filing  fees  required  by  the  FCC  and  of  any  other
governmental  filing fees. 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 representatives.  Each party
shall be responsible for all fees or commissions payable to any finder,  broker,
advisor,  or similar person retained by or on behalf of such party. Seller shall
pay all fees and commissions of Star Media Group, Inc.

         11.2 Notices. All notices,  demands, and requests required or permitted
to be given under the provisions of this Agreement shall be (a) in writing,  (b)
delivered  by  personal  delivery,  or sent by  commercial  delivery  service or
registered or certified mail, return receipt requested,  (c) 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 (d) addressed as follows:

If to Seller:                      Classic Broadcasting, Inc.
                                   c/o Paul Posen
                                   82231 Johnson Drive
                                   Indio, California 92201

With a copy (which shall not
constitute notice) to:             Christopher D. Imlay, Esq.
                                   Booth, Freret, Imlay & Tepper, P.C.
                                   5101 Wisconsin Avenue, N.W., Suite 307
                                   Washington, D.C.  20016

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


                                     - 30 -



<PAGE>



With a copy (which shall not
constitute notice) to:             John T. Byrnes, Esq.
                                   Dow, Lohnes & Albertson
                                   1200 New Hampshire Avenue, N.W.
                                   Suite 800
                                   Washington, D.C.  20036

or to any other or additional persons and addresses as the parties may from time
to time designate in a writing delivered in accordance with this Section 11.2.

         11.3 Benefit and Binding  Effect.  Neither party hereto may assign this
Agreement without the prior written consent of the other party hereto; provided,
however,  that Buyer may assign its rights and obligations under this Agreement,
in whole or in part,  to another  party  without  seeking or obtaining  Seller's
prior approval,  provided that such assignment shall not constitute a release of
Buyer's obligations hereunder,  and Buyer may collaterally assign its rights and
interests  hereunder to its lenders without seeking or obtaining  Seller's prior
approval.  This Agreement  shall be binding upon and inure to the benefit of the
parties  hereto  and  their   respective   successors  and  permitted   assigns.
Notwithstanding  the  foregoing,  a sale of control,  merger,  consolidation  or
similar  transaction  involving,  or any purchase of all or substantially all of
the assets of, Buyer (a "Merger")  shall be expressly  authorized  hereunder and
upon such Merger,  the  successor  or assignee of Buyer  pursuant to such Merger
shall be bound by the terms of this Agreement and the Time  Brokerage  Agreement
and Buyer shall be released from any liability  hereunder and thereunder.  If an
agreement providing for a Merger is entered into (a "Merger Agreement"),  Seller
shall take at Buyer's  expense all actions that may be  reasonably  requested by
Buyer to  effectuate  the  terms of the  Merger  Agreement,  including,  without
limitation, filing a new FCC assignment application or amending the existing FCC
assignment  application  to  reflect  that the  "Buyer"  hereunder  may become a
different  party from the current Buyer or that a change of control of Buyer may
occur as a result of the Merger.  Neither the  execution of a Merger  Agreement,
nor the consummation of a Merger shall constitute a breach or default  hereunder
and without  limiting any party's  rights under Section 9.1(c) or 9.2(c) hereof,
any delay in  obtaining  the FCC Consent as a result of a proposed  Merger shall
not constitute a breach or default hereunder.

         11.4 Further Assurances. The parties shall take any actions and execute
any other documents that may be necessary or desirable to the implementation and
consummation of this Agreement, including, in the case of Seller, any additional
bills of sale,  deeds,  or other  transfer  documents  that,  in the  reasonable
opinion of Buyer,  may be necessary to ensure,  complete,  and evidence the full
and effective transfer of the Assets to Buyer pursuant to this Agreement.

         11.5 Governing Law. THIS AGREEMENT  SHALL BE GOVERNED,  CONSTRUED,  AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA  (WITHOUT REGARD
TO THE CHOICE OF LAW PROVISIONS THEREOF).


                                     - 31 -



<PAGE>




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

         11.7 Gender and Number. Words used in this Agreement, 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 requires.

         11.8 Entire Agreement.  This Agreement, the schedules,  hereto, and all
documents,  certificates,  and other  documents  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.  This
Agreement  supersedes all prior  negotiations  between the parties and cannot be
amended,  supplemented,  or changed except by an agreement in writing that makes
specific  reference to this  Agreement  and which is signed by the party against
which enforcement of any such amendment, supplement, or modification is sought.

         11.9 Waiver of Compliance;  Consents.  Except as otherwise  provided in
this Agreement, any failure of any of the parties to comply with any obligation,
representation, warranty, covenant, agreement, or condition herein may be waived
by the party  entitled  to the  benefits  thereof  only by a written  instrument
signed by the party  granting such waiver,  but such waiver or failure to insist
upon strict compliance with such obligation, representation, warranty, covenant,
agreement,  or  condition  shall not  operate as a waiver of, or  estoppel  with
respect to, any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be given
in  writing  in a manner  consistent  with  the  requirements  for a  waiver  of
compliance as set forth in this Section 11.9.

         11.10 Press Release. Prior to the Closing,  neither party shall publish
any press release,  make any other public announcement or otherwise  communicate
with any news media concerning this Agreement or the  transactions  contemplated
hereby without the prior written consent of the other party; provided,  however,
that nothing  contained  herein shall prevent either party from promptly  making
all filings with  governmental  authorities as may, in its judgement be required
or advisable in connection  with the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby.

         11.11 Exclusive Negotiations. During the term of this Agreement, Seller
shall not discuss or negotiate  with any other  possible buyer of the Station or
the Assets,  or invite or solicit any  inquiries  or  proposals  relating to the
possible sale of all or a material portion of the Station or the Assets.

         11.12  Counterparts.  This Agreement may be signed in counterparts with
the same  effect  as if the  signature  on each  counterpart  were upon the same
instrument.


                                     - 32 -



<PAGE>



         IN WITNESS  WHEREOF,  the parties  hereto have duly executed this Asset
Purchase Agreement as of the day and year first above written.

                                  AMERICAN RADIO SYSTEMS CORPORATION



                                  By:________________________________________
                                       Name:
                                       Title:



                                  CLASSIC BROADCASTING, INC.



                                  By:________________________________________
                                       Name:
                                       Title:




                                     - 33 -