EXHIBIT 10.18

                            ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE  AGREEMENT is made and entered into as of September
30,  1997 by and  among  Missouri  Sports  Radio,  L.L.C.,  a  Missouri  limited
liability   company,   ("Buyer"),   Professional   Broadcasting,    Incorporated
("Professional"),  a Virginia  corporation,  and EZ St. Louis,  Inc., a Virginia
corporation ("EZ," and together with  Professional,  individually a "Seller" and
collectively the "Sellers").

                                    RECITALS

         WHEREAS, EZ holds a license from the Federal Communications  Commission
(the "FCC") to operate AM radio broadcast  station KFNS in Wood River,  Illinois
(the "Station").

         WHEREAS,  EZ  is  a  wholly  owned  subsidiary  of  Professional,   and
Professional  owns many of the other  assets used or useful in the  operation of
the Station.

         NOW,  THEREFORE,  Sellers  desire  to sell,  and  Buyer  wishes to buy,
certain of Sellers'  assets used or useful in the  operation  of the Station for
the price and on the terms and conditions hereafter set forth.

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

                                    ARTICLE 1
                                  DEFINED TERMS

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

                  1.1.  "Accounts  Receivable"  means the  rights of  Sellers to
payment  for the sale of  advertising  time or talent on the Station for cash by
Sellers prior to the Closing Date as reflected on the billing records of Sellers
relating to the Station.

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

                  1.3.  "Assumed  Contracts"  means (i) all Contracts  listed in
Schedule  3.6  hereto,  and (ii) any  Contracts  entered  into by Sellers in the
ordinary  course of business  between the date hereof and the Closing Date which
would have been listed on Schedule  3.6 had they been in  existence  on the date
hereof.

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

                                                         

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

                  1.6.  "Consents"  means  all  of  the  consents,  permits,  or
approvals of government  authorities and other third parties  necessary in order
to transfer  the Assets to Buyer or  otherwise  to  consummate  the  transaction
contemplated hereby, including without limitation the consents of the parties to
those Contracts designated in Schedule 3.6 hereto with an asterisk.

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

                  1.8.  "Escrow  Deposit"  shall  mean the sum of Three  Hundred
Seventy-Five  Thousand  Dollars  ($375,000.00)  held by The George Mason Bank as
Escrow Agent pursuant to an Escrow  Agreement of even date herewith by and among
Buyer, Sellers, and Escrow Agent in the form of Schedule 1.8 hereto.

                  1.9.  "Excluded  Assets" shall mean those assets  described or
set forth in Section 2.2 hereof and on Schedule 2.2 hereto.

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

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

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

                  1.13.  "Lease Agreement" means the  Communications  Site Lease
Agreement entered into by and between Seller and Buyer in substantially the form
set forth in Schedule 6.4 hereto.

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

                  1.15.  "Knowledge"  in the case of any Seller for  purposes of
this Agreement, the

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Schedules attached hereto, and the  representations  and warranties made herein,
means the actual knowledge of such Seller's officers,  directors,  principals or
agents  after  having  made a good  faith  effort to  ascertain  the  fact(s) in
question  by inquiry to such  officers or  employees  of such Seller as would be
reasonably likely to have the information relating to the fact(s) in question.

                  1.16.   "Personal   Property"  means  all  of  the  machinery,
equipment, tools, vehicles, furniture, leasehold improvements, office equipment,
plant,  spare parts,  and other  tangible  personal  property which are owned or
leased by any of the  Sellers  and used or  useful as of the date  hereof in the
conduct of the  business or the  operations  of the Station,  including  without
limitation the towers,  transmission  lines,  phasing equipment,  ground system,
studio transmitter link antennas,  guy anchors and transmitter building, and are
identified on Schedule 3.5, plus such additions thereto and deletions  therefrom
arising in the  ordinary  course of  business  between  the date  hereof and the
Closing Date.

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

                                    ARTICLE 2
                           SALE AND PURCHASE OF ASSETS

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

                  (a) The Personal Property;

                  (b) The Licenses;

                  (c) The Assumed Contracts;

                  (d) All trademarks,  trade names, service marks, and all other
intellectual  property and similar  intangible  assets  relating to the Station,
listed in Schedule 3.8 hereto;

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

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

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

                  (h) All intangible  assets of Sellers  relating to the Station
not specifically

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described above.

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

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

                  (b) Any Contracts other than the Assumed Contracts;

                  (c) All  books  and  records  of  Sellers,  other  than  those
provided  for in Section  2.1(g)  hereof,  subject to the right of Buyer to have
reasonable access thereto during normal business hours and to copy therefrom for
a period  of three (3) years  from the  Closing  Date,  and  Sellers'  corporate
records  and other books and records  related to internal  corporate  matters of
Sellers and financial relationships with Sellers' lenders;

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

                  (e) Any pension,  profit-sharing,  or employee  benefit plans,
and any employment or collective bargaining agreement, except to the extent that
any of the same shall be specifically assumed by Buyer pursuant to Sections 2.4,
2.5, or 6.9 hereof;

                      The Accounts Receivable;

                      Any real estate owned by Sellers; and

                  (h) Any other  asset of  Sellers  not  located  at either  the
studios and offices or at the transmitter site of Sellers.

                  2.3. Purchase Price. The Purchase Price shall be Three Million
Seven Hundred Fifty Thousand Dollars  ($3,750,000.00)  in cash or in immediately
available funds. The Purchase Price shall be adjusted to reflect any adjustments
or  prorations  made and agreed to as of the Closing Date as provided in Section
2.4 hereof.

                  2.4. Adjustments and Prorations.

                  (a) All revenues  arising from the business and the operations
of the Station up until  midnight on the day prior to the Closing Date,  and all
expenses  arising from the business and the  operations  of the Station up until
midnight on the day prior to the Closing Date,  including  business and licenses
fees (including any retroactive adjustments thereto),  utility charges, real and
personal  property  taxes and  assessments  levied  against the Assets,  accrued
employee  benefits such as vacation time and sick leave,  property and equipment
rentals,  applicable  copyright or other fees, sales and service charges,  taxes
(except for taxes arising from the transfer of the Assets hereunder),  deposits,
and similar  prepaid and deferred  items,  shall be prorated  between  Buyer and
Sellers in

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accordance  with the principle  that Sellers  shall  receive all  revenues,  all
refunds, and all returns of deposits held by third parties, and Sellers shall be
responsible for all expenses, costs, and liabilities allocable to the conduct of
the  business  or the  operations  of the  Station  for the period  prior to the
Closing Date, and Buyer shall receive all revenues and shall be responsible  for
all expenses, costs, and obligations allocable to the conduct of the business or
the operations of the Station on the Closing Date and for the period thereafter.
Buyer shall receive credit to the extent of the value (as calculated in Sellers'
financial  statements  consistent with past practice) of any and all advertising
time to be  broadcasted  following the Closing Date for which  consideration  in
cash,  goods,  or  services  shall have been  received  by Sellers  prior to the
Closing Date.

                  (b)   Notwithstanding   the  foregoing,   there  shall  be  no
adjustment  for,  and Sellers  shall remain  solely  liable with respect to, any
Contracts not included in the Assumed  Contracts,  any and all employee benefits
including,  without  limitation,  vacation  time and sick  leave,  and any other
obligation or liability not being expressly  assumed by Buyer in accordance with
Section 2.5 hereof.

                  (c) Any  adjustment or prorations  will be determined and paid
in accordance with the procedures set forth in Section 2.4 (d) hereof.

                  (d) Within sixty (60) days after the Closing Date, Buyer shall
deliver to Sellers a certificate  (the  "Adjustment  Certificate"),  signed by a
senior  officer of Buyer  after due  inquiry by such  officer,  but  without any
personal  liability on the part of such officer,  providing a compilation of the
adjustments  and  prorations to be made pursuant to this Section 2.4,  including
any adjustments and prorations made at the Closing Date, together with a copy of
any  working  papers  relating  to such  Adjustment  Certificate  and such other
supporting evidence as Sellers may reasonably request. If Sellers shall conclude
that the Adjustment  Certificate does not accurately reflect the adjustments and
prorations to be made pursuant to this Section 2.4, Sellers shall, within thirty
(30) days after its receipt of the Adjustment Certificate,  provide to Buyer its
written  statement  of  any  discrepancies  believed  to  exist  (the  "Sellers'
Discrepancy  Statement").  Harold T. Bohlmann,  C.P.A.  on behalf of Buyer,  and
Chris Maguire on behalf of Sellers, or their respective designees, shall attempt
jointly to resolve the  discrepancies  within  fifteen  (15) days after  Buyer's
receipt of Sellers' Discrepancy Statement,  which resolution, if achieved, shall
be binding  upon all  parties to this  Agreement  and not  subject to dispute or
review.  If the  above-named  representatives  or their designees shall not have
resolved the discrepancies in the Sellers' Discrepancy Statement to their common
satisfaction  within  such  fifteen  (15) day period,  Buyer and Sellers  shall,
within the  following  ten (10)  days,  jointly  designate  a  nationally  known
independent  public  accounting  firm to be  retained  in  order to  review  the
Adjustment  Certificate  together  with Sellers'  Discrepancy  Statement and any
other  relevant  documents.  The  cost  of  retaining  such  independent  public
accounting  firm shall be borne equally by Buyer and Sellers.  Such  independent
public  accounting firm shall report its conclusions as to adjustments  pursuant
to this Section 2.4,  which  report shall be  conclusive  on all parties to this
Agreement  and not  subject  to  dispute  or review.  If,  after  adjustment  as
appropriate  with  respect to the amount of the  aforesaid  adjustments  paid or
credited at the Closing  Date,  Buyer  shall be  determined  to owe an amount to
Sellers,  Buyer  shall pay such  amount to  Sellers  forthwith  in cash,  and if
Sellers shall be  determined  to owe an amount to Buyer,  Sellers shall pay such
amount to Buyer forthwith in cash.

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

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

                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         The Sellers  jointly and  severally  represent  and warrant to Buyer as
follows:

                  3.1. Organization, Standing and Authority.

                  (a) Professional is a corporation duly  incorporated,  validly
existing,  and in good standing under the laws of the  Commonwealth of Virginia.
Professional has all requisite  corporate power and authority (i) to own, lease,
and use the Assets as presently owned, leased, and used, and (ii) to conduct the
business or the operations of the Station as presently  conducted.  Professional
has all  requisite  corporate  power and  authority  to execute and deliver this
Agreement and the documents and instruments  contemplated hereby, and to perform
and comply with all of the terms, covenants,  and conditions to be performed and
complied with by Professional  hereunder and  thereunder.  Professional is not a
participant in any joint venture or partnership  with any other person or entity
with respect to any part of the Station's business or operations or with respect
to the Assets.

                  (b) EZ is a corporation duly  incorporated,  validly existing,
and in good standing under the laws of the Commonwealth of Virginia.  EZ has all
requisite corporate power and authority (i) to own, lease, and use the Assets as
presently  owned,  leased,  and used,  and (ii) to conduct  the  business or the
operations of the Station as presently conducted. EZ has all requisite corporate
power and authority to execute and deliver this  Agreement and the documents and
instruments  contemplated  hereby,  and to perform  and  comply  with all of the
terms,  covenants,  and  conditions  to be  performed  and  complied  with by EZ
hereunder  and  thereunder.  EZ is not a  participant  in any joint  venture  or
partnership  with any other  person or entity  with  respect  to any part of the
Station's business or operations or with respect to the Assets.

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

                  3.3. Absence of Conflicting Agreements. Except as set forth in
Schedule 3.3, subject to obtaining the Consents,  the execution,  delivery,  and
performance of this Agreement and

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of the instruments and documents contemplated hereby by Sellers (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 By-Laws of any Seller;  (iii) will not  conflict
with,  result in a breach of, or constitute a default under, any law,  judgment,
order,  ordinance,   decree,  rule,  regulation,  or  ruling  of  any  court  or
governmental  instrumentality  which is applicable to any Seller;  (iv) will not
conflict with,  constitute  grounds for  termination  of, result in a breach of,
constitute a default  under,  or  accelerate or permit the  acceleration  of any
performance  required  by the  terms of,  any  material  agreement,  instrument,
license,  or permit to which any Seller is a party or by which any Seller or any
substantial  portion of any  Seller's  property  may be bound;  or (iv) will not
create any claim,  liability,  mortgage,  lien,  pledge,  condition,  charge or,
encumbrance of any nature whatsoever upon the Assets.

                  3.4. Licenses. Schedule 3.4 hereto include a true and complete
list of the Licenses. Sellers shall deliver to Buyer true and complete copies of
the Licenses (including any and all amendments and other modifications thereto).
The  Licenses are valid and issued with EZ, with  Sellers  being the  authorized
legal holder thereof.  The Licenses comprise all of the licenses,  permits,  and
other authorizations  required from any governmental or regulatory authority for
the lawful conduct of the business or the operations of the Station as presently
operated.

                  3.5. Title to and Condition of Personal Property. Schedule 3.5
hereto  identifies all of the Personal  Property,  which  comprises all personal
property  necessary to conduct the business or the  operations of the Station as
now and  heretofore  conducted.  Sellers own and have good title to all Personal
Property.  None of the  Personal  Property  owned by  Sellers  is subject to any
security interest,  mortgage, pledge, conditional sales agreement, or other lien
or encumbrance,  except for (i) liens for current taxes not yet due and payable,
and (ii) any other claims or encumbrances described in Schedule 3.5 that will be
removed  prior to or at Closing.  Except as shown in Schedule  3.5, the Personal
Property is in good  operating  condition  and repair in all  material  respects
(ordinary  wear and tear  excepted)  and is available  for  immediate use in the
business or the  operations  of the  Station,  and the  transmitting  and studio
equipment  included in the  Personal  Property  (i) has been  maintained  in all
material  respects  consistent  with FCC  rules and  regulations,  and (ii) will
permit the Station and any auxiliary broadcasting facilities associated with the
Station to  operate in  accordance  with the terms of the FCC  Licenses  and the
rules and regulations of the FCC, and with all other applicable federal,  state,
and local statutes, ordinances, rules, and regulations.

                  3.6.  Contracts.  Schedule 3.6  identifies  all the Contracts,
including Contracts separately  identified as the Assumed Contracts,  except (i)
contracts with advertisers for the sale of advertising the time or talent on the
Station for cash and substantially at Sellers' established rates for the sale of
such time or talent,  which are not  prepaid,  and which may be  canceled by the
Station  without  penalty  upon not more  than  thirty  (30) days  notice,  (ii)
employment  contracts and  miscellaneous  service  contracts  terminable at will
without  penalty,  and (iii) other  contracts  not  involving  either  aggregate
liabilities under all such contracts exceeding Five Thousand Dollars ($5,000.00)
or any material non-monetary obligation. Sellers shall deliver to Buyer true and
complete copies of all written Contracts and true and complete  memoranda of all
oral Contracts (including any and all amendments and other modifications to such
Contracts). Other than the Assumed Contracts, the Sellers require no contract or
agreement  to enable  Sellers  to carry on the  business  or  operations  of the
Station in all material respects as presently and heretofore  conducted.  All of
the Assumed Contracts are in full force and effect, and are valid,  binding, and
enforceable  in  accordance  with their  terms,  except to the  extent  that the
enforceability thereof may be affected by

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bankruptcy, insolvency, or similar laws affecting creditors' rights generally or
by court-applied  equitable principles.  Sellers are not in material breach, nor
to the  knowledge  of any Seller is any other party in material  breach,  of the
terms of any such Assumed  Contracts.  Except as expressly set forth in Schedule
3.6, no Seller is 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 same  upon  expiration  of its  term,  or (iii) to renew the same upon
expiration  only on terms and  conditions  which  are more  onerous  than  those
pertaining to such existing contract. Except for the Consents, Sellers have full
legal power and  authority to assign their  respective  rights under the Assumed
Contracts to Buyer in accordance with this  Agreement,  and such assignment will
not affect the validity,  enforceability, and continuation of any of the Assumed
Contracts.

                  3.7.  Consents.  Except for the FCC  Consent  provided  for in
Section 6.1 hereof and the other  Consents  described  in  Schedules  3.6 or 3.7
hereto, 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  in order (i) for  Sellers to  consummate  this  Agreement  and the
transaction contemplated hereby, or (ii) to permit Sellers to assign or transfer
the Assets and Licenses to Buyer.

                  3.8.  Trademarks,  Trade Names,  and Copyrights.  Schedule 3.8
hereto identifies all material copyrights,  trademarks,  trade names,  licenses,
patents,  permits,  jingles,  privileges,  and other similar intangible property
rights and interests  (exclusive of those  required to be listed in Schedule 3.4
hereto) applied for, issued to, or owned by Sellers,  or under which Sellers are
licensed or franchised, and used or useful in the conduct of the business or the
operations  of the  Station,  all of which are valid  and in good  standing  and
uncontested. Sellers shall deliver to Buyer copies of all documents establishing
such rights,  licenses,  or other  authority.  To the  knowledge of each Seller,
neither  Seller  is  infringing  upon  or  otherwise  acting  adversely  to  any
trademarks,  trade names,  copyrights,  patents,  patent applications,  knowhow,
methods,  or  processes  owned by any other  person or persons,  and there is no
claim or action  pending,  or to the knowledge of any Seller,  threatened,  with
respect thereto.

                  3.9.  Financial   Statements.   Attached  hereto  are  certain
financial statements  (collectively the "Financial  Statements").  The Financial
Statements  (including the notes thereto) have been prepared in accordance  with
GAAP applied on a  consistent  basis  throughout  the periods  covered  thereby,
present  fairly the financial  condition of each Seller as of such dates and the
results of operations of each Seller for such periods, are correct and complete,
and are  consistent  with the books and records of each Seller  (which books and
records are correct and complete).

                  3.10. Insurance.  All of the tangible property included in the
Assets is insured against loss or damage in amounts  generally  customary in the
broadcast  industry.  Schedule 3.10 hereto identifies all insurance  policies of
Sellers which insure any part of the Assets. All policies of insurance listed in
Schedule 3.10 are in full force and effect.  During the threeyear  period ending
on the date hereof, no insurance policy of any Seller covering the Assets or the
Station has been canceled by the insurer,  and no application on the part of any
Seller for insurance  relating to the Assets or the Station has been rejected by
any insurer.

                  3.11. Reports. All returns,  reports, and statements which any
Seller is  currently  required to file in  connection  with the  business or the
operations of the Station,  with the FCC or with any other  governmental  agency
have been filed, and all reporting requirements of the FCC and other

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governmental  authorities having jurisdiction over Sellers,  the Station, or the
Assets have been  materially  complied with; all of such reports,  returns,  and
statements are  substantially  complete and correct as filed;  and the Station's
public inspection file is located in its community of license and is in material
compliance with the FCC's rules and regulations.

                  3.12.  Employee  Benefit  Plans.  Schedules 3.6 or 3.12 hereto
identifies  all  employee  benefit  plans  or  arrangements  applicable  to  the
employees  of Sellers  at the  Station,  and all  material  fixed or  contingent
liabilities or obligations of Sellers with respect to any person now or formerly
employed  by  Sellers  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.
Sellers shall furnish or make available to Buyer true and complete copies of all
written   documents  or  information   with  respect  to  employee  matters  and
arrangements  at  the  Station,   including  without   limitation  all  employee
handbooks,  rules,  policies,  plan  documents,  trust  agreements,   employment
agreements,  summary plan descriptions,  and descriptions of any unwritten plans
identified  in  Schedule  3.12.  Any  employee  benefits  and  welfare  plans or
arrangements  identified  in  Schedule  3.12  were  established  and  have  been
executed,  managed,  and administered  without material  exception in accordance
with all  applicable  requirements  of the  Internal  Revenue  Code of 1986,  as
amended,  and the Employee  Retirement  Income Security Act of 1974, as amended,
and other applicable laws. There is no governmental  audit or examination of any
of such plans or  arrangements  pending,  nor, to the  knowledge  of any Seller,
threatened.  There exists no action,  suit, or claim (other than routine  claims
for benefits) with respect to any of such plans or arrangements  pending, or, to
the  knowledge  of  any  Seller,  threatened,  against  any  of  such  plans  or
arrangements, and no Seller knows of any facts which could give rise to any such
action, suit, or claim.

                  3.13. Labor  Relations.  No Seller is a party to or subject to
any collective  bargaining  agreement with respect to the Station. No Seller has
any written or oral  contracts of  employment  with any employee of the Station,
other than those listed in Schedule  3.6.  Sellers shall provide Buyer with true
and complete  copies of all such written  contracts of  employment  and true and
complete memoranda of any such oral contracts.  Each Seller, in the operation of
the Station,  has complied in all material  respects with all  applicable  laws,
rules,  and  regulations  relating to the employment of labor,  including  those
related  to  wages,   hours,   collective   bargaining,   occupational   safety,
discrimination,  and the  payment of social  security  and other  payrollrelated
taxes,  and no Seller has  received  any notice  alleging  that it has failed to
comply in any material  respect with any such laws,  rules, us  regulations.  No
material controversies, disputes, or proceedings are pending, or, to the best of
each  Seller's  knowledge,  threatened,  involving any employee or the employees
(collectively)  of the Station.  No labor union or other  collective  bargaining
unit  represents  any of the  employees  of the  Station.  To the  best  of each
Seller's  knowledge  there is no union campaign being conducted to solicit cards
from  employees  in order to  authorize  a union to  request  a  National  Labor
Relations  Board  certification  election  with respect to any  employees of any
Seller at the Station.

                  3.14. Taxes.  Except where the failure to do so would not have
a material  adverse  effect on the business or operations  of the Station,  each
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 each Seller has paid or caused to be paid all taxes shown on said
returns or on any tax assessment received by such Seller to the extent that such
taxes have become due, or has

                                        9

<PAGE>



set aside on its books  reserves  (segregated  to the extent  required  by sound
accounting  practice)  that are adequate  with respect  thereto.  No events have
occurred which could impose upon Buyer any  transferee  liability for any taxes,
penalties, or interest due or to become due from any Seller.

                  3.15. Claims,  Legal Actions.  Except as set forth in Schedule
3.15  hereto,  and except for any  investigations  and rule  making  proceedings
generally affecting the broadcasting industry,  there is no claim, legal action,
counterclaim,  suit, arbitration,  governmental  investigation,  or other legal,
administrative,  or tax  proceeding,  nor any order,  decree,  or  judgment,  in
progress or pending, or, to the knowledge of any Seller, threatened,  against or
relating to any Seller,  the Assets,  or the business or the  operations  of the
Station,  nor does any  Seller  know of any basis for the same.  In  particular,
except as set forth in Schedule 3.15, but without limiting the generality of the
foregoing, there are no applications, complaints, or proceedings pending, or, to
the best of each Seller's knowledge,  threatened, (i) before the FCC relating to
the  business  or  the  operations  of the  Station,  other  than  applications,
complaints,  or proceedings  which affect the broadcasting  industry  generally,
(ii)  before  any  federal  or  state  agency   involving   charges  of  illegal
discrimination by the Station under any federal, state, or other employment laws
or  regulations,  or (iii) against any Seller or the Station before any federal,
state, or local agency involving environmental or zoning laws or regulations.

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

                  3.17.  Conduct of Business in Ordinary Course.  Since the date
of the most recent Financial Statements, Sellers have conducted the business and
the operations of the Station only in the ordinary course and have not:

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

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

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

                  (d) Reduced  the  advertising  rates or  provided  any "bonus"
spots without Buyer's prior written consent.

                  3.18. Full Disclosure.  No  representation or warranty made by
any  Seller  herein,  nor in any  certificate,  document,  or  other  instrument
furnished  or to be furnished by any Seller  pursuant  hereto,  contains or will
contain any untrue statement of a material fact or omits or will omit

                                       10

<PAGE>



to  state  any  material  fact  known to any  Seller  and  required  to make the
statements herein or therein not misleading.

                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Sellers as follows:

                  4.1. Organization,  Standing and Authority. Buyer is a limited
liability company duly organized,  validly existing,  and in good standing under
the laws of the State of Missouri.  Buyer has all requisite  power and authority
to  execute  and  deliver  this  Agreement  and the  documents  and  instruments
contemplated hereby, and to perform and comply with all of the terms, covenants,
and  conditions  to be  performed  and  complied  with by  Buyer  hereunder  and
thereunder.

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

                  4.3. Absence of Conflicting Agreements. Except as set forth on
Schedule 4.3, subject to obtaining the Consents,  the execution,  delivery,  and
performance  of this  Agreement and the documents and  instruments  contemplated
hereby by Buyer  (with or without  the giving of notice,  the lapse of time,  or
both):  (i) does not  require  the  consent  of any third  party;  (ii) will not
conflict  with  the  organizational  documents  of  Buyer;  (iii) to the best of
Buyer's knowledge will not conflict with, result in a breach of, or constitute a
default under, any law, judgment, order, ordinance,  decree, rule or regulation,
or ruling of any court or  governmental  instrumentality  which is applicable to
Buyer; will not conflict with,  constitute grounds for termination of, result in
a breach of, constitute a default under or accelerate or permit the acceleration
of any performance required by the terms of, any material agreement, instrument,
license, or permit to which Buyer is a party or by which Buyer may be bound.

                  4.4.  FCC  Qualification.  Buyer has no knowledge of any facts
which would,  under present law  (including the  Communications  Act of 1934, as
amended) and the present rules, regulations, and policies of the FCC, disqualify
Buyer as an assignee of the FCC Licenses listed on Schedule 3.4 hereto, or as an
owner  and  operator  of the  Station's  Assets,  and Buyer  will not take,  nor
unreasonably  fail to take,  any action  which Buyer knows or has reason to know
would cause such  disqualification (it being understood that Buyer has an active
duty to attempt to  ascertain  what would cause such  disqualification).  Should
Buyer become aware of any such facts, it will promptly notify Sellers in writing
thereof and use its best efforts to prevent or remove any such disqualification,
as the case may be. Buyer further represents and warrants that it is financially
qualified to meet all terms, conditions,  and undertakings  contemplated by this
Agreement.

                  4.5. Condition of Assets.  Buyer acknowledges that it has been
given full opportunity to examine the condition of the Assets, and Buyer accepts
all assets in their current condition, except as otherwise set forth on Schedule
4.5.


                                       11

<PAGE>



                                    ARTICLE 5
                              COVENANTS OF SELLERS

                  5.1.  Pre-Closing  Covenants.  Except as  contemplated by this
Agreement  or with the prior  written  consent of Buyer,  which  consent  may be
withheld  in Buyer's  sole  discretion,  between the date hereof and the Closing
Date,  Sellers shall  operate the Station in the ordinary  course of business in
material  accordance  with  Sellers'  past  practices  (except  where such would
conflict with the following covenants or with Sellers' other express obligations
hereunder), and shall abide by the following negative and affirmative covenants:

                  A.  Negative  Covenants.   No  Seller  shall  do  any  of  the
following:

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

                           (2) Contracts.  Enter into any new Contracts,  except
         in the  ordinary  course  of  business  and  in  accordance  with  past
         practices, or with prior notice to Buyer;

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

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

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

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

                           (7) No Inconsistent  Action. Take any action which is
         inconsistent  with any  Seller's  obligations  hereunder or which could
         hinder or delay the  consummation  of the  transaction  contemplated by
         this Agreement.

                  B.  Affirmative Covenants.  Sellers shall do the following:

                           (1) Access to Information.  Upon prior notice,  allow
         Buyer and its authorized  representatives reasonable access at mutually
         agreeable  times at Buyer's expense during normal business hours to the
         Assets and to all other properties, equipment, books,

                                       12

<PAGE>



         records,  Contracts,  and  documents  relating  to the  Station for the
         purpose of audit and  inspection,  and furnish or cause to be furnished
         to Buyer or to its  authorized  representatives  all  information  with
         respect  to the  affairs  and  business  of the  Station  as Buyer  may
         reasonably  request,  it  being  understood  that the  rights  of Buyer
         hereunder  shall not be exercised in such a manner as to interfere with
         the  operations  of the business of Sellers;  provided that neither the
         furnishing of such information to Buyer or its representatives, nor any
         investigation  made  heretofore  or  hereafter  by Buyer,  shall affect
         Buyer's  rights to rely on any  representation  or warranty made by any
         Seller in this Agreement, each of which shall survive any furnishing of
         information or any investigation;

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

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

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

                  (5)  Notification.  Promptly  notify  Buyer in  writing of any
         unusual  or  material  developments  with  respect to the Assets or the
         Station, and of any material change in any of the information contained
         in  Sellers'  representations  and  warranties  contained  in Article 3
         hereof or in the  schedules  hereto,  provided  that such  notification
         shall not relieve Sellers of any obligations hereunder;

                  (6) Contracts.  Prior to the Closing Date,  deliver to Buyer a
         list of all  Contracts  entered  into  between  the date hereof and the
         Closing Date of the type  required to be listed is Schedule 3.6 hereto,
         together with the copies of such Contracts;

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

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

                                    ARTICLE 6
                        SPECIAL COVENANTS AND AGREEMENTS

                  6.1. FCC Consent.

                  (a) The assignment of the FCC Licenses as contemplated by this
Agreement is subject to the prior consent and approval of the FCC. Within twenty
(20)  business  days after the  execution of this  Agreement,  Buyer and Sellers
shall file with the FCC an appropriate application for the FCC Consent approving
the assignment of the FCC Licenses from Sellers to Buyer. The

                                       13

<PAGE>



parties shall  prosecute  said  application  with all  reasonable  diligence and
otherwise use their commercially  reasonable best efforts to obtain the grant of
such application by the FCC as expeditiously as practicable.  If the FCC Consent
shall impose any  condition on any party  hereto,  such party shall use its best
efforts  to  comply  with  such  condition,  unless  compliance  would be unduly
burdensome  or  would  have a  material  adverse  effect  upon  such  party.  If
reconsideration  or judicial  review is sought with  respect to the FCC Consent,
Buyer and Sellers  shall  oppose such  reconsideration  or judicial  review (but
nothing  herein shall be construed to limit any party's right to terminate  this
Agreement pursuant to Article 9 of this Agreement).

                  (b) The consummation of this Agreement and the transfer of the
Assets and Licenses hereunder is expressly conditioned upon (i) the grant of the
FCC Consent without any materially  adverse conditions on Sellers or Buyer, (ii)
compliance by the parties hereto with the conditions (if any) imposed in the FCC
Consent,  and (iii) the FCC Consent,  through the passage of time or  otherwise,
having become a Final Order; provided,  however, that the condition that the FCC
Consent  shall  have  become a Final  Order may be waived by Buyer,  in its sole
discretion.

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

                  6.3.  Brokers.  Buyer,  on the one hand,  and Sellers,  on the
other,  each  represents and warrants to the other that neither such  warrantor,
nor any person or entity  acting on its behalf,  has incurred any  liability for
any finders' or brokers' fees or commissions in connection  with the transaction
contemplated by this Agreement,  except for Sunbelt Media, Inc., whose fee shall
be solely the responsibility of Buyer.

                  6.4. Lease Agreement. Concurrently with the Closing, Buyer and
Sellers shall enter into a Tower Site Lease Agreement, substantially in the form
set forth in Schedule 6.4 hereto,  providing for the lease by Buyer from Sellers
of the use of the land on which the  Station's  towers,  guy anchors and related
equipment, and transmitter building are located.

                  6.5. Confidentiality. Except as necessary for the consummation
of the transaction contemplated hereby, including Buyer's obtaining financing in
any form or means of its choosing  related  hereto,  each party hereto will keep
confidential  any  information  which  is  obtained  from  the  other  party  in
connection  with the  transaction  contemplated  hereby and which is not readily
available to members of the general  public,  and will not use such  information
for any  purpose  other than in  furtherance  of the  transactions  contemplated
hereby,  and will not  divulge  such  information  to any  third  party,  except
pursuant to subpoena and thereupon  only after  providing  written notice to the
other party and allowing  the other party seven (7)  business  days to quash the
subpoena or obtain other  appropriate  judicial  remedy.  In the event that this
Agreement  shall be  terminated  and the purchase and sale  contemplated  hereby
shall be  abandoned,  each party will return to the other  party all  documents,
work papers,  and other written  material  obtained by it in connection with the
transaction contemplated hereby.


                                       14

<PAGE>



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

                  6.7. Risk of Loss.

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

                  (b) In the event that any damage or  destruction of the Assets
or any other event shall occur which shall prevent  signal  transmission  by the
Station in the normal and usual  manner,  and if Sellers shall not have restored
or replaced the Assets so damaged or destroyed such that the condition of damage
and  destruction  shall  have  been  cured  and  the  normal  and  usual  signal
transmission  by the Station  shall have been resumed prior to the Closing Date,
the Closing Date shall be postponed for a period of up to one hundred and twenty
(120) days, in order to permit the repair or  replacement  of the damage or loss
and the restoration of the normal and usual signal transmission by the Station.

                  (c) In the event of any  damage or  destruction  of the Assets
described above, if such Assets shall not have been restored or replaced and the
Station's  normal and usual signal  transmission  resumed within the one hundred
and twenty (120) day period specified above,  Buyer may terminate this Agreement
forthwith without any further obligation hereunder (except for liability for any
pre-termination  breaches of this Agreement on the part of Buyer), by delivering
written  notice  thereof to Sellers,  in which event the Escrow Deposit plus all
interest or other  proceeds from the  investment  thereof  shall be  immediately
returned to Buyer. Alternatively, Buyer may, at its option, proceed to close the
transaction  contemplated  by this  Agreement and complete the  restoration  and
replacement  of such  damaged  Assets  after the  Closing  Date,  in which event
Sellers shall deliver to Buyer all insurance  proceeds received by any Seller in
connection with such damage or destruction,  to the extent not already  expended
by Sellers toward such restoration and replacement.

                  (d)  Notwithstanding  the foregoing,  Buyer may terminate this
Agreement  forthwith  without  any  further  obligation  hereunder,  except  for
liability  for any  pre-termination  breaches of this  Agreement  on the part of
Buyer,  by delivering  written  notice  thereof to Sellers,  if any event occurs
which shall prevent  signal  transmission  by the Station in a manner  generally
equivalent to the Station's current signal transmission for a consecutive period
of five (5) days or for a cumulative period of fourteen (14) days after the date
hereof,  in which event the Escrow  Deposit plus all interest or other  proceeds
from the investment thereof shall be immediately returned to Buyer.

                  6.8. Employee Matters.

                                       15

<PAGE>



                  (a) Sellers  shall  provide to Buyer an  accurate  list of all
current  employees of the Station,  together with a description of the terms and
conditions  of their  employment  (including  salary,  bonus,  and other benefit
arrangements)  and their duties as of the date of this Agreement.  Sellers shall
promptly  notify Buyer of any material  changes that occur prior to Closing with
respect to such information.

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

                  (c) Except as otherwise set forth herein, Buyer will not incur
any  liability  on account of any  Seller's  employees  in  connection  with the
transaction  contemplated by this Agreement,  including without limitation,  any
liability  on  account  of  unemployment  insurance  contributions,  termination
payments, retirement, pension, profitsharing,  bonus, severance pay, disability,
health,  accrued  vacation,  accrued sick leave or other employee benefit plans,
practices,  agreements,  or  understandings.  It is hereby  expressly agreed and
understood  that  Sellers  shall be solely  responsible  for  payments  to their
respective employees relating to vacation and sick leave and that there shall be
no pro-rated adjustment with respect to such items.

                  6.9. Accounts Receivable.  At Closing, Sellers shall assign to
Buyer,  for collection  purposes only,  all Accounts  Receivable.  Sellers shall
deliver  to Buyer on or as soon as  practicable  after  Closing a  complete  and
detailed statement showing the name, amount, and age of each Account Receivable.
Subject to and limited by the following,  collections of the Accounts Receivable
by Buyer  following  Closing  will be for the  account of  Sellers.  Buyer shall
endeavor in the ordinary  course of business to collect the Accounts  Receivable
for a period of ninety (90) days after Closing (the  "Collection  Period").  Any
payment received by Buyer during the Collection Period from any customer with an
account  which is an Account  Receivable  shall first be applied in reduction of
the Account Receivable, unless the customer otherwise directs in writing. During
the Collection  Period,  on a monthly basis,  Buyer shall furnish Sellers with a
list of,  and  shall pay over to  Sellers,  the  amounts  collected  during  the
preceding  month with respect to the Accounts  Receivable.  Buyer shall  provide
Sellers with a final  accounting on or before the fifteenth (15th) day following
the end of the Collection Period.  Upon the request of either party at and after
such time, Buyer and Sellers shall meet to analyze in good faith any uncollected
Account  Receivable  in order to  determine  if the  same,  in their  reasonable
business judgment,  is deemed to be collectible and if Buyer desires to retain a
business relationship with the customer carrying such Account Receivable.  As to
each such customer  carrying an Account  Receivable with whom Buyer, in its sole
discretion,  elects to retain a business  relationship,  Buyer and Sellers shall
negotiate a goodfaith value of the Account Receivable,  which Buyer shall pay to
Sellers.  Sellers shall retain the right to collect any Account Receivable as to
which the parties are unable to reach  agreement  as to a goodfaith  value,  and
Buyer  agrees to turn over to Sellers  any  payments  received  against any such
Account  Receivable.  As Sellers' agent, Buyer shall not be obligated to use any
extraordinary  efforts  or  expend  any  sums  to  collect  any of the  Accounts
Receivable  assigned  to it for  collection  hereunder  or to refer  any of such
Accounts  Receivable to a collection  agency or to any attorney for  collection,
and Buyer shall not make any such referral,  nor compromise,  settle,  or adjust
the amount of any such Account Receivable,  except with the approval of Sellers.
Buyer shall incur no liability to Sellers for any

                                       16

<PAGE>



uncollected  Account  Receivable,  unless  Buyer  shall have  engaged in willful
misconduct  or gross  negligence in the  collection of such Account  Receivable.
During and after the Collection Period, without specific agreement with Buyer to
the  contrary,  no Seller  nor any agent of any  Seller  shall  make any  direct
contact  for  purposes  of  collection  with any  customer  carrying  an Account
Receivable,  except for  Accounts  Receivable  retained by any Seller  after the
Collection Period.

                  6.10. Audit Cooperation. Sellers agree to cooperate fully, and
to use reasonable  efforts to cause its accounting firm to cooperate fully, with
Buyer and at  Buyer's  expense,  to the  extent  required  for Buyer to  prepare
audited  financial  statements  for the  Station  for  the  period  of  Sellers'
ownership thereof.

                  6.11.  Allocation of Purchase Price. On or before the Closing,
Buyer and Sellers will  endeavor in good faith to agree to an  allocation of the
Purchase  Price paid by Buyer to Sellers  for the  Assets,  in  accordance  with
Section  1060 of the  Internal  Revenue  Code of 1986,  as amended by  Temporary
Treasury Regulation Section 1.1060-1T.  Such allocation shall include allocation
of Seven Hundred Fifty Thousand Dollars ($750,000.00) of the Purchase Price to a
pre-paid  consultancy  agreement.  Buyer and Sellers  further agree to file with
their  respective  Federal  income  tax  returns an  initial  asset  acquisition
statement and any  supplemental  statement on Internal Revenue Service Form 8594
required by Temporary Treasury  Regulation Section 1.1060-1T,  all in accordance
with and accurately  reflecting any agreed upon allocation of the Purchase Price
as described above.

                                    ARTICLE 7
                 CONDITIONS TO OBLIGATIONS OF BUYER AND SELLERS

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

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

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

                  C.  Consents.  Each of the Consents  marked as  "material"  on
Schedule 3.6 hereto shall have been duly obtained and  delivered to Buyer,  with
no material  adverse change to the terms of the License or Assumed Contract with
respect to which such Consent shall have been obtained.

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


                                       17

<PAGE>



                  E. Deliveries.  Sellers shall have made, or shall stand ready,
willing,  and able to make,  all of the deliveries to Buyer set forth in Section
8.2 hereof.

                  F.  Approval of  Documents.  Sellers  shall have  delivered to
Buyer for inspection all documents,  statements and  information  required to be
delivered pursuant to this Agreement,  and Buyer shall have approved in form and
content such documents,  statements and information, which approval shall not be
unreasonably withheld.

                  G. No Material  Change.  No material adverse change shall have
occurred  (whether  or  not  covered  by  insurance)  in the  assets,  financial
condition or prospects of the business and operations of the Station.

                  H.  No  Suit.   No  suit,   action  or  other   proceeding  or
investigation  shall,  to the  knowledge  of any  party  to this  Agreement,  be
threatened or pending before or by any governmental agency or by any third party
questioning  the  legality  of  this  Agreement  or  the   consummation  of  the
transactions contemplated hereby in whole or in part.

                  I.  Final  Order.  The FCC shall have  issued its Final  Order
evidencing final approval of the transfer of the Licenses from Sellers to Buyer.

                  J. Easements. In the event any of Sellers' ground system (i.e.
as set forth in the definition of Personal  Property above),  extends beyond the
boundaries of Sellers' real property  pursuant to the Lease  Agreement  ("Leased
Premises"),  then in such case,  Sellers  shall  provide  Buyer with any and all
easements and/or other  agreements  allowing for the encroachment of said ground
system onto to property adjoining said Leased Premises.

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

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

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

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

                                    ARTICLE 8
                         CLOSING AND CLOSING DELIVERIES

                  8.1. Closing. The Closing shall take place on a date to be set
by Buyer,  upon five (5) days' advance written notice to Sellers,  no later than
ten (10) days  following the date upon which the FCC Consent shall have become a
Final Order (the "Closing Date"); provided, however, that

                                       18

<PAGE>



Buyer may waive the  requirement  for a Final Order and may schedule the Closing
Date, upon five (5) days' advance  written notice to Sellers,  at any time after
the receipt of the FCC Consent.  Notwithstanding  the foregoing,  Seller may, at
its sole option, delay Closing until January 5, 1998. Closing shall be conducted
by facsimile and wire transmission, and shall be coordinated from the offices of
Sellers' attorneys at 1751 Pinnacle Drive, McLean,  Virginia 22102, or from such
other place as shall be agreed to by Buyer and Sellers.

                  8.2. Deliveries By Sellers. On the Closing Date, Sellers shall
deliver to Buyer the following, in form and substance reasonably satisfactory to
Buyer and its counsel:

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

                  B. Consents. The original of each Consent marked as "material"
on Schedule 3 .6 hereto;

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

                  D.  Secretary's  Certificate.  A certificate,  dated as of the
Closing  Date,  executed by each Seller's  Secretary:  (i)  certifying  that the
resolutions, as attached to such certificate, were duly adopted by such Seller's
Board of Directors and shareholders,  authorizing,  ratifying, and approving the
execution and delivery of this Agreement by such Seller and the  consummation of
the transaction  contemplated  hereby,  and that such resolutions remain in full
force and effect, and (ii) providing,  as attachments  thereto, a certificate of
good standing  certified by an  appropriate  state official of the state of such
Seller's  incorporation,  as of a date not more than  fifteen (15) days prior to
the Closing Date,  and further  certified by such  Seller's  Secretary as of the
Closing Date,  and a copy of such Seller's  Articles and By-Laws as in effect on
the date thereof, certified by such Seller's Secretary as of the Closing Date;

                  E. Tax, Lien, and Judgment  Searches.  A report on the results
of a search  for  Uniform  Commercial  Code  financing  statements,  tax  liens,
judgment liens,  and similar filings in the Secretary of State's records for the
State of Missouri and in the records of those jurisdictions where the Assets are
located,  such searches having been made no earlier than fifteen (15) days prior
to the Closing Date;

                  F. Licenses,  Contracts,  Business Records, Etc. Copies of all
Licenses, Assumed Contracts,  blueprints,  schematics,  working drawings, plans,
projections, statistics, engineering records, and all material files and records
used by  Sellers in  connection  with the  business  and the  operations  of the
Station;

                                       19

<PAGE>




                  G. Reserved

                  H.  Opinions of Counsel.  Opinions of Sellers'  counsel and of
Sellers' special federal  communications legal and regulatory counsel,  dated as
of the Closing Date,  addressed to Buyer and, at Buyer's directions,  to Buyer's
lenders, substantially in the form of Schedule 8.2(h) hereto;

                  I.  Escrow  Instructions.  Joint  instructions  with  Buyer to
Escrow Agent with  respect to the payment of the Escrow  Deposit to Sellers as a
portion of the Purchase Price.

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

                  A. Purchase  Price.  The Purchase Price as provided in Section
2.3 hereof,  reduced by the amount of the Escrow  Deposit,  by wire  transfer of
same day funds to an account designated in writing by Sellers.

                  B. Assumption Agreement. An Assumption Agreement,  pursuant to
which Buyer shall assume and undertake to perform Sellers' obligations under the
Licenses and the Assumed Contracts arising on or after the Closing Date;

                  C.  Officer's  Certificate.  A  certificate,  dated  as of the
Closing Date,  executed by Buyer's  Managing  Member,  (i)  certifying  that the
representations and warranties of Buyer contained in this Agreement are true and
complete in all  material  respects as of the Closing  Date,  except for changes
contemplated  by this  Agreement,  as though  made on and as of such date,  (ii)
certifying that Buyer has, in all material  respects,  performed its obligations
and  complied  with its  covenants  set  forth in this  Agreement  to have  been
performed or complied with on or prior to the Closing Date,  (iii) a resolution,
duly adopted by Buyer  authorizing,  ratifying,  and approving the execution and
delivery of this Agreement and the consummation of the transaction  contemplated
hereby,  and that such  resolution  remains in full force and  effect,  and (iv)
providing a copy of the  Articles of  Organization  and  Operating  Agreement of
Buyer as in effect on the date thereof, certified as of the Closing Date;

                  D.  Opinion of Counsel.  An opinion of Buyer's  counsel and of
Buyer's FCC counsel dated as of the Closing Date,  substantially  in the form of
Schedule 8.3(d) hereto; and

                  E. Escrow  Instructions.  Joint  instructions  with Sellers to
Escrow Agent with  respect to the payment of the Escrow  Deposit to Sellers as a
portion of the Purchase Price.

                                    ARTICLE 9
             RIGHTS OF BUYER AND SELLERS UPON TERMINATION OR BREACH

                  9.1. Termination Right

                  (a)  This  Agreement  may be  terminated  by  either  Buyer or
Sellers,  if the  terminating  party  is not  then  in  breach  of any  material
provision of this  Agreement,  upon written notice to the other party,  upon the
occurrence of any of the following:

                                       20

<PAGE>




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

                           (2) If the  application  for the FCC Consent shall be
         designated for an evidentiary hearing by the FCC for any reason;

                                    If the Closing shall not have occurred on or
                                    before May 31, 1998;

                                    If  the  nonterminating   party  shall  have
                                    breached  any  of  its   representations  or
                                    warranties,  or shall  have  defaulted  with
                                    respect   to   its   or   their   covenants,
                                    obligations,  or required  undertakings  set
                                    forth  in  this   Agreement,   and  if  such
                                    nonterminating  party  shall have  failed to
                                    cure such breach or default  within  fifteen
                                    (15) days after  having  received  notice of
                                    such breach or default from the  terminating
                                    party.

                  (b) Upon termination:  (i) if neither party hereto shall be in
breach of any material provision of this Agreement, the parties hereto shall not
have any further  liability  to each other,  except as set forth in Sections 6.2
and 6.6 hereof;  (ii) if any Seller shall be in breach of any material provision
of this Agreement,  Buyer shall have the rights and remedies provided in Section
9.3 hereof;  and (iii) if Buyer shall be in breach of any material  provision of
this Agreement, Sellers shall be entitled only to liquidated damages as provided
in Section 9.2 hereof. If, upon termination, Buyer shall not be in breach of any
material provision of this Agreement,  the Escrow Deposit,  plus all interest or
other proceeds from the investment thereof shall be paid to Buyer.

                  9.2.  Liquidated  Damages.  In the event  that this  Agreement
shall  be  terminated  by  Sellers  due to a  material  breach  by  Buyer of its
representations,   warranties,   covenants,  or  other  obligations  under  this
Agreement then the Escrow Deposit shall be paid to Sellers as liquidated damages
and as Sellers' sole and exclusive remedy for such breach,  it being agreed that
actual  damages to Sellers on account of such breach  would be  difficult if not
impossible to ascertain and that the amount of the Escrow  Deposit is a fair and
equitable amount to reimburse Sellers for any injury sustained by Sellers due to
Buyer's breach of its obligations  under this  Agreement.  All interest or other
proceeds from the investment of the Escrow Deposit shall be paid to Sellers.

                  9.3. Specific  Performance.  The parties recognize that in the
event that Sellers  should breach or refuse to perform its material  obligations
under the  provisions  of this  Agreement,  monetary  damages alone would not be
adequate to compensate  Buyer for Buyer's  injury  sustained as a result of such
breach or  refusal,  inasmuch as the Assets and the Station are unique and there
are no readily  available  substitutes for such Assets and for such Station that
Buyer could purchase on the open market.  Buyer shall therefore be entitled,  in
addition to any other remedies which may be available by statute,  at law, or in
equity,  to  obtain  a  decree  of  specific  performance  of the  terms of this
Agreement from a court of competent jurisdiction.  In the event of any action to
enforce  this  Agreement,  Sellers  hereby  waive the  defense  that there is an
adequate remedy at law.

                  9.4.  Expenses  Upon  Default.  In the event of a default by a
party hereto (the  "Defaulting  Party") which results in the filing of a lawsuit
for damages, specific performance, or

                                       21

<PAGE>



other remedy, the other party (the  "Nondefaulting  Party") shall be entitled to
reimbursement  by the Defaulting  Party of any and all reasonable legal fees and
expenses incurred by the Nondefaulting Party in the event that the Nondefaulting
Party shall prevail in such lawsuit.

                                   ARTICLE 10
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES,
                               AND INDEMNIFICATION

                  10.1.  Representations and Warranties. All representations and
warranties   contained   in  this   Agreement   shall   be   deemed   continuing
representations  and  warranties,  and  together  with the  covenants  contained
herein,  shall survive the Closing Date for a period of twelve (12) months after
the Closing Date (the "Survival  Period").  No claim for  indemnification may be
made under this Article 10 (except for claims under Section  10.3(b))  after the
expiration of the Survival Period. Any investigations by or on behalf of a party
hereto  shall not  constitute  a waiver of such  party's  right to  enforce  any
representation or warranty by the other party contained  herein,  unless a party
shall have actual  knowledge of any  misrepresentation  or breach of warranty at
the  Closing  on the  part of the  other  party,  and  such  knowledge  shall be
documented  in  writing at the  Closing,  in which  case the party  having  such
knowledge shall be deemed to have waived such misrepresentation or breach.

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

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

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

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

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

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

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

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

                                       22

<PAGE>



on or after Closing or otherwise assumed by Buyer under this Agreement; and

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

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

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

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

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

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

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


                                       23

<PAGE>



                  (f) The  indemnification  rights provided in Sections 10.2 and
10.3 hereof  shall extend to the  shareholders,  directors,  officers,  members,
partners,  agents,  employees,  and  representatives  of the Indemnified  Party,
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
Indemnified Party.

                  10.5.  Limitation  on  Indemnification.   Notwithstanding  the
foregoing,   no  Indemnifying  Party  shall  have  any  indemnification  payment
obligations  hereunder  unless  and  until  all such  obligations  exceed  Fifty
Thousand Dollars ($50,000.00) in the aggregate, at which point all amounts to be
paid hereunder shall be due and owing. Each Indemnifying Party's indemnification
obligations  hereunder  shall be limited to in the aggregate,  One Million Eight
Hundred Seventy-Five Thousand Dollars ($1,875,000.00).  The foregoing limitation
shall  not apply to  indemnification  obligations  arising  from  fraudulent  or
willful misrepresentations.

                                   ARTICLE 11
                                  MISCELLANEOUS

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

If to Sellers:             Professional Broadcasting, Incorporated
                           c/o American Radio Systems Corporation
                           116 Huntington Avenue
                           Boston, Massachusetts  02116
                           Attention:  Michael B. Milsom, Vice President
                           Fax:  (617) 375-7550

with a copy to (which shall not constitute notice to Sellers):

                           Joseph W. Conroy, Esq.
                           Hunton & Williams
                           1751 Pinnacle Drive, Suite 1700
                           McLean, VA  22102
                           Fax:  (703) 714-7410



                                       24

<PAGE>




If to Buyer:               Missouri Sports Radio, L.L.C.
                           7000 Chippewa Avenue
                           Suite 200
                           St. Louis, MO 63119
                           Tele. (314) 352-2100
                           Fax. (314) 352-2555
                           Attn:  Mr. Greg Marecek

with a copy to (which shall not constitute notice to Buyer):

                           Harold T. Bohlmann, C.P.A.
                           Harold C.W. Bohlmann & Company
                           9200 Watson Road
                           Suite 120
                           St. Louis, MO 63126
                           Tele. (314) 843-7700
                           Fax. (314) 843-4357


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

                  11.2.  Benefit and Binding  Effect.  Neither  party hereto may
assign its rights or delegate its duties under this Agreement  without the prior
written  consent of the other  party  hereto,  except  that Buyer may assign its
rights  and  delegate  its duties  under this  Agreement  to any  affiliated  or
unaffiliated entity;  provided,  however, that following such assignment,  Buyer
shall remain  liable to Sellers for all of Buyer's  obligations  hereunder;  and
provided  further,  that no such assignment  shall cause a material delay in the
Closing Date. Upon such  assignment,  Buyer shall give notice thereof in writing
to Sellers,  and Buyer's  assignee  shall  provide to Sellers a  certificate  in
writing  of such  assignee,  acknowledging  such  assignee's  receipt  of  true,
correct,  and complete copies of this Agreement,  all Schedules,  Exhibits,  and
Appendices hereto and thereto, and agreeing to be bound hereby and thereby. This
Agreement  shall be binding  upon and shall  inure to the benefit of the parties
hereto and their respective successors and permitted assigns.

                  11.3.   Governing  Law.  This  Agreement  shall  be  governed,
construed,  and  enforced in  accordance  with the laws of the State of Missouri
with respect to contracts  made in, and to be performed  entirely  within,  such
State, without reference to the choiceoflaw principles of such State.

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

                  11.5. Gender and Number. Words used herein,  regardless of the
gender and number


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<PAGE>



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 may require.

                  11.6.  Entire  Agreement.   This  Agreement,   all  Schedules,
Exhibits,  and Appendices hereto and thereto, and all documents and certificates
specifically  referred to herein and therein  collectively  represent the entire
understanding  and  agreement  between  Buyer and  Sellers  with  respect to the
subject  matter hereof and thereof.  All  Schedules,  Exhibits,  and  Appendices
attached to this  Agreement  shall be deemed to be a part of this  Agreement and
shall be deemed to be  incorporated  herein as if fully set forth  herein.  This
Agreement  supersedes all prior negotiations  between Buyer and Sellers, and all
letters of intent and other writings related to such negotiations, and cannot be
amended, supplemented, augmented, or modified except by an instrument in writing
which makes  specific  reference  to this  Agreement  and which is signed by the
party against whom enforcement of any such amendment, supplement,  augmentation,
or modification is sought.

                  11.7.  Waiver of  Compliance:  Consents.  Except as  otherwise
provided in this Agreement,  any failure on the part of any party at any time 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  shall not  operate as a waiver of, or an estoppel  with  respect to, any
subsequent  or other  failure  on the part of the  other  party.  Whenever  this
Agreement requires or permits consent by or on behalf of any party hereto,  such
consent shall be given in writing in a manner  consistent with the  requirements
for a waiver of compliance as set forth in this Section 11.7.

                  11.8.  Counterparts.  This  Agreement  may be  executed by the
parties  hereto in any number of  counterparts,  with the same  effect as if the
execution  of each  such  counterpart  were  upon the same  instrument.  If this
Agreement is executed and transmitted by facsimile,  the original signature page
shall thereupon be provided to all parties by regular mail.

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


SELLERS:                            PROFESSIONAL BROADCASTING, INCORPORATED

                                    By:

                                    Print Name:

                                    Title:



                                    EZ ST. LOUIS, INC.


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<PAGE>



                                    By:

                                    Print Name:

                                    Title:


BUYER:                              MISSOURI SPORTS RADIO, L.L.C.

                                    By:
                                        Print Name:
                                             Title:






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<PAGE>


                   SCHEDULES TO KFNS ASSET PURCHASE AGREEMENT

1.8               Escrow Agreement
2.2               Excluded Assets
3.3               Conflicting Agreements of Sellers
3.4               Licenses
3.5               Personal Property
3.6               Contracts
3.7               Consents
3.8               Trademarks, Trade Names and Copyrights
3.9               Financial Statements
3.10              Insurance
3.12              Employee Benefit Plans
3.13              Labor Relations
3.15              Claims, Legal Actions
4.3               Conflicting Agreements of Buyer
4.5               Condition of Assets
6.4               Lease Agreement
8.2(h)            Legal Opinions of Sellers' Counsel
8.3(d)            Legal Opinion of Buyer's Counsel







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