EXHIBIT 10.4



                            ASSET PURCHASE AGREEMENT


THIS AGREEMENT, dated as of October 26, 1998, is made between and among
CHILDREN'S BROADCASTING CORPORATION (referred to herein as "CBC"), CHILDREN'S
RADIO OF DALLAS, INC., a Minnesota corporation ("CR Dallas"), CHILDREN'S RADIO
OF PHOENIX, INC., a Minnesota corporation ("CR Phoenix"), and CHILDREN'S RADIO
OF NEW YORK, INC., a New Jersey corporation ("CR New York") (CR Dallas, CR
Phoenix and CR New York are sometimes collectively referred to herein as the
"Asset Subsidiaries"); KAHZ-AM, INC., a Minnesota corporation ("KAHZ-AM"),
KIDR-AM, INC., a Minnesota corporation ("KIDR-AM"), and WJDM-AM, INC.,
("WJDM-AM"), a Minnesota corporation (KAHZ-AM, KIDR-AM and WJDM-AM are sometimes
collectively referred to herein as the "License Subsidiaries"; the Asset
Subsidiaries and the License Subsidiaries are sometimes collectively referred to
herein as the "Subsidiaries"; and CBC and the Subsidiaries are sometimes
collectively referred to herein as the "Sellers"); and RADIO UNICA CORP., a
Delaware corporation (the "Buyer"); and

                              W I T N E S S E T H :

          THAT,  WHEREAS,  CBC is the owner and  holder of 100% of the issued 
and outstanding stock of the Asset Subsidiaries; and WHEREAS, each of the Asset
Subsidiaries is the owner of all the assets of the radio station indicated below
licensed to the community listed below (collectively referred to herein as the
"Stations"), except for the Federal Communications Commission (the "FCC" or the
"Commission") licenses, permits or authorizations issued with respect to the
Stations, and are the owners and 

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holders of 100% of the issued and outstanding stock of the License Subsidiary
designated by the respective Station's call letters:

          CR Dallas      KAHZ(AM)       Fort Worth, Texas
                         1360 kHz

          CR Phoenix     KIDR(AM)       Phoenix, Arizona
                         740 kHz

          CR New York    WJDM(AM)       Elizabeth, New Jersey
                         1530 kHz

          CR New York    WBAH(AM)       Elizabeth, New Jersey
                         1660 kHz

          WHEREAS,  the License  Subsidiaries  are the FCC licensees  and/or  
permittees of the Stations indicated above; and

          WHEREAS, Sellers have previously entered into a purchase agreement
with Catholic Radio Network, LLC ("CRN"), dated April 17, 1998, as amended (the
"CRN Agreement") and the parties are desirous of entering into this agreement
subject to the rights of CRN and CBC to close upon the CRN Agreement; and
          WHEREAS, subject to and conditioned upon the consent of the FCC, the
termination of CRN's right to acquire the Stations under the CRN Agreement or
amendment of the CRN Agreement to exclude the Stations and the other conditions
set forth herein, the Sellers desire to sell and transfer and Buyer desires to
purchase and acquire the Stations and certain of the tangible and intangible
assets of the Sellers used or held for use in connection with the operation of
the Stations, all as is more fully described below.

          NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions contained herein, the parties hereto hereby agree as follows:

                                    ARTICLE 1
                           SALE AND TRANSFER OF ASSETS

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          Buyer acknowledges that Sellers have entered into the CRN Agreement.
Buyer further acknowledges that the CRN Agreement is in full force and effect as
of the date of execution hereof, and that the First Amendment to the CRN
Agreement provides, among other things that the transaction will close on
October 16, 1998, subject to CRN's right to extend the closing date until
October 30, 1998, upon payment of a fee to Sellers no later than October 19,
1998 (the "First Extension Fee") and October 26, 1998 (the "Second Extension
Fee"). Accordingly, Buyer acknowledges that Sellers' obligations under this
Agreement are subject to Sellers' and CRN's rights and obligations under the CRN
Agreement. Sellers agree that if at the close of business on October 19, 1998,
all of the conditions to CRN's obligations to close under the CRN Agreement have
been satisfied and CRN has not paid to Sellers the First Extension Fee, Sellers
will immediately terminate the CRN Agreement. Further, Sellers agree that if at
the close of business on October 26, 1998, all of the conditions to CRN's
obligations to close under the CRN Agreement have been satisfied and CRN has not
paid to Sellers the Second Extension Fee, Sellers will immediately terminate the
CRN Agreement. Further, Sellers agree that if CRN has paid the First Extension
Fee and the Second Extension Fee, and all of the conditions to CRN's obligations
to close have been fulfilled, Sellers will grant no further extensions of the
closing date under the CRN Agreement beyond November 5, 1998, and will terminate
the CRN Agreement if all the conditions to CRN's obligations to close have been
fulfilled.

          At closing of the transaction described herein ("Closing"), the
Sellers shall sell, convey, assign, transfer and deliver to Buyer, free and
clear of any lien, encumbrance, interest, reservation, restriction, mortgage or
security interest of any nature whatsoever, except for Excluded Assets (as
defined below), and except as otherwise expressly provided herein, all the
assets of the Sellers described below, including the business and goodwill, used
or held for use in connection with the operation of the Stations and including
all replacements and additions thereto between October 8, 1998, and the Closing
Date (as hereinafter defined) (collectively, the "Acquired Assets"):

1.1.      All licenses, permits and authorizations ("Licenses") issued by the
          Commission for the operation of or used in connection with the
          operation of the Stations, all of which are listed on Schedule A
          attached hereto, and all applications therefor, together with any
          renewals, extensions or modifications thereof and additions thereto;

1.2.      All of the Sellers' owned or leased real property interests relating
          to the operation of the Stations including that described in Schedule
          B attached hereto;

1.3.      All tangible personal property owned by the Sellers used or held for
          use in the operation of the Stations including but not limited to the
          property listed on Schedule C attached hereto, and any replacements
          therefor or improvements thereof acquired or constructed prior to
          Closing ("Personal Property");

1.4.      Subject to Section 2.6 of this Agreement, all of the Sellers' rights
          and benefits under the business agreements, leases and contracts
          listed on Schedule D attached hereto, including any renewals,
          extensions, amendments or modifications thereof, and any additional
          agreements, leases and contracts made or entered into by the Sellers
          in the ordinary course 

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          of business between October 8, 1998 and the
          Closing approved in writing by Buyer or otherwise permitted hereunder
          ("Leases and Agreements");

1.5.      All other licenses, permits or authorizations issued by any government
          or regulatory agency other than the FCC, which are used in connection
          with the operation of the Stations, all of which are listed on
          Schedule A ("Permits") and pending applications therefor;

1.6.      All right, title and interest of the Sellers in and to the use of the
          call letters for the Stations (referred to herein as the "Call
          Letters"), to the extent they can be conveyed; together with all
          common law property rights, goodwill, copyrights, trademarks, service
          marks, trade names and other similar rights used in connection with
          the operation of the Stations, including all additions thereto, listed
          on Schedule E attached hereto ("General Intangibles");

1.7.      All of the Subsidiaries' magnetic media, electronic data processing
          files, systems and computer programs, logs, public files, records
          required by the FCC, vendor contracts, supplies, maintenance records
          or similar business records relating to or used in connection with the
          operation of the Stations, but not including records pertaining to
          corporate affairs (including tax records) and original journals,
          provided copies are supplied to Buyer. The Sellers shall have
          reasonable access to all such records which might be in the possession
          of Buyer for a period of two (2) years following the Closing, and
          shall, at its own expense, have the right to make copies thereof; and

1.8.      All rights and claims of Sellers whether mature, contingent or
          otherwise, against third parties relating to the Acquired Assets,
          whether in tort, contract, or otherwise, under or pursuant to all
          warranties, representations and guarantees made by manufacturers,
          suppliers or vendors.

1.9       "Excluded Assets" means cash on hand, accounts receivable and the
          office lease with Lincoln Building Associates.

                                    ARTICLE 2
                           PURCHASE PRICE AND PAYMENTS

2.1.      PURCHASE PRICE. As the purchase price for the Acquired Assets, Buyer
          agrees to pay to the Sellers the sum of Twenty-Nine Million Two
          Hundred Fifty Thousand and no/100 Dollars ($29,250,000.00), subject to
          adjustment as provided herein (the "Purchase Price").

2.2.      METHOD OF PAYMENT OF PURCHASE PRICE. The Purchase Price shall be 
          payable as follows:

          2.2.1.    ESCROW  DEPOSIT.  Contemporaneously  with  the  earlier  
                    of (i) the termination of the CRN Agreement or (ii) the
                    termination of CRN's right to acquire the Stations by
                    amendment or waiver of the CRN Agreement (the "Effective
                    Time"), Buyer and Sellers shall enter into an escrow
                    agreement substantially in the form attached hereto as
                    Exhibit 1-A with such changes as First Union National Bank
                    may in its 

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                    discretion reasonably require,, pursuant to which Buyer will
                    deposit into escrow the sum of Two Million Nine Hundred
                    Twenty-Five Thousand and no/100 Dollars ($2,925,000.00) (the
                    "Damages Escrow Funds"). At Closing, the Damages Escrow
                    Funds, including any interest thereon, shall be delivered to
                    Sellers and shall be a credit to Buyer against the Purchase
                    Price subject to the provisions governing the release and
                    delivery of the Damages Escrow Funds contained in Article 6
                    hereof.

                    In addition to entering into the escrow agreement in the
                    form attached hereto as Exhibit 1-A, at the Effective Time
                    Buyer and Sellers shall enter into a second escrow agreement
                    substantially in the form attached hereto as Exhibit 1-B
                    with such changes as First Union National Bank may in its
                    reasonable discretion require, pursuant to which Buyer will
                    deposit into escrow the sum of Seven Million Seventy-Five
                    Thousand and No/100 Dollars ($7,075,000.00) (the "Purchase
                    Price Escrow Funds"). At Closing, the Purchase Price Escrow
                    Funds, including any interest thereon, shall be delivered to
                    Sellers and shall be a credit to Buyer against the Purchase
                    Price. Further provisions governing release and delivery of
                    the Purchase Price Escrow Funds shall be as set forth in
                    Article 6 hereof.

          2.2.2.    At Closing, Buyer shall also receive a credit against the
                    Purchase Price in an amount equal to the portion of the LMA
                    Deposit, as defined in Section 2.4 below, which is allocable
                    to periods of time after the Closing, together with interest
                    on one-half of the LMA Deposit at the rate of 5.5% per annum
                    from the date hereof until Closing.

          2.2.3.    The balance of the Purchase Price payable hereunder shall be
                    paid in cash by the Buyer on the Closing Date by wire
                    transfer of immediately available funds to such bank or
                    other financial institution as shall be designated by
                    Sellers at least one (1) business day prior to the Closing
                    Date.

2.3.      ADJUSTMENTS  AND  PRORATIONS.  The  operations  of the Stations and 
          the income and expenses attributable thereto up to 12:01 A.M. on the
          day of the Closing shall, except as otherwise provided in this
          Agreement and in that local marketing agreement ("LMA") to be entered
          into between the parties in the form attached hereto as Exhibit 2 at
          the time the Effective Time, be for the account of the Sellers and
          thereafter shall be for the account of Buyer. Expenses such as power
          and utility charges, lease rents, property taxes according to year of
          payment, frequency discounts, annual license fees (if any), wages,
          commissions, payroll taxes, and other fringe benefits of employees of
          the Sellers who enter the employment of the Buyer, and similar
          deferred items shall be prorated between the Sellers and the Buyer.
          Prepaid deposits shall also be prorated between the Sellers and the
          Buyer. Employees' employment with the Sellers shall be terminated as
          of the Closing Date, and Buyer shall employ employees of its choice
          from and after said date upon terms acceptable to Buyer and such
          employees. Any prorations shall be made and paid insofar as feasible
          at the Closing, with a final settlement within ninety (90) days after
          the Closing. 

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2.4.      LMA. Any material breach or any default under this
          Agreement shall be a breach or default of the LMA by the breaching
          party, and any material breach or any default under the LMA shall be a
          breach or default of this Agreement by the breaching party. At the
          Effective Time, the Buyer shall pay to Sellers the sum of Two Million
          Five Hundred Thousand and no/100 Dollars ($2,500,000.00) as a
          prepayment of payments called for under the LMA with respect to radio
          station WBAH(AM), and upon approval of the HSR Filing (as defined in
          Section 7.7 below), Buyer shall pay to Seller the additional sum of
          Five Hundred Thousand and no/100 Dollars ($500,000.00) as a prepayment
          of payments called for under the LMA with respect to radio stations
          KAHZ(AM) and KIDR(AM) (as initially funded and subsequently increased,
          the "LMA Deposit").

2.5.      NON-COMPETITION AGREEMENT. On the Closing Date, the Buyer shall enter
          into a non-competition agreement with Christopher T. Dahl ("Dahl") the
          form attached hereto as Exhibit 3 (the "Non-Competition Agreement"),
          pursuant to which Dahl will agree not to own, operate or be employed
          by a radio station broadcasting from a site within 100 miles of any
          site from which any of the Stations broadcast for a period of two (2)
          years, and Buyer, in consideration thereof, shall make a lump sum
          payment to Dahl in the amount of Seven Hundred Fifty Thousand and
          no/100 Dollars ($750,000.00) on the Closing Date.

2.6.      PARTIAL  CLOSING  ADJUSTMENTS.  Further  adjustments to the purchase 
          price payable hereunder may be made pursuant to the provisions of
          Sections 6.1 and 7.3 below.

2.7.      ASSUMED LIABILITIES. Except as expressly provided for in this
          Agreement or the Leases and Agreements listed on the Schedules hereto,
          at the Closing Buyer shall not assume, incur or be charged with, in
          connection with the transactions herein contemplated, any liabilities
          or obligations of any nature whatsoever, contingent or otherwise.
          Without limitation of the foregoing, Buyer shall not assume any
          obligations to the Stations' employees under any employee benefit
          plans or employment contracts.

2.8.      ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated
          among the Acquired Assets by Buyer and the Sellers as set forth in the
          attached Schedule F. The values of the Acquired Assets with respect to
          each of the Stations are set forth with an aggregate allocation value
          as to all Acquired Assets associated with the operation of each of the
          Stations set out thereon as the station aggregate value (the "Station
          Aggregate Value") for each of the Stations. Such allocation will be
          used for all purposes, including preparation and filing of IRS Form
          8594 with respect to the transactions contemplated by this Agreement.

2.9.      SECURITY AGREEMENT AND INTERCREDITOR AGREEMENT. At the Effective Time,
          and upon Buyer's funding of the Escrow Deposit and the LMA Deposit,
          Sellers agree to execute and deliver to Buyer a Security Agreement in
          the form attached hereto as Exhibit 4, and Buyer agrees to execute and
          deliver to Sellers' lender, Foothill Capital Corporation, an
          Intercreditor Agreement in the form attached hereto as Exhibit 5.

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                                    ARTICLE 3
                          THE SELLERS' REPRESENTATIONS,
                            WARRANTIES AND AGREEMENTS

          The Sellers represent, warrant and agree as follows, which
representations and warranties shall be deemed to have been made again at
Closing and which agreements shall remain in effect from the date hereof until
the Closing or such later time specified herein:

3.1.      CORPORATE  EXISTENCE  AND  POWERS.  The  Sellers,  except CR New York,
          are corporations organized and existing in good standing under the
          laws of the State of Minnesota, with full power and authority to enter
          into this Agreement and the other Transaction Documents (as defined
          herein) and to enter into and complete the transactions contemplated
          herein and therein without shareholder approval; CR New York is a
          corporation organized and existing in good standing under the laws of
          the State of New Jersey, with full power and authority to enter into
          this Agreement and the other Transaction Documents (as defined herein)
          and to enter into and complete the transactions contemplated herein
          and therein; CR Dallas is, and will be at the time of Closing,
          qualified to do business in the State of Texas; and CR Phoenix is, and
          will be at the time of Closing, qualified to do business in the State
          of Arizona and neither the nature of the business of the Stations, nor
          the character of the properties owned, leased or otherwise held by
          Sellers for use in the business of the Stations makes any
          qualification necessary in any other state, country, territory or
          jurisdiction; all required corporate actions have been taken by the
          Sellers to make and carry out this Agreement and the other Transaction
          Documents and the transactions contemplated herein and therein; this
          Agreement constitutes, and upon execution and delivery, each other
          Transaction Document will constitute a valid and binding obligation of
          Sellers enforceable in accordance with its terms; the execution of
          this Agreement and the other Transaction Documents and the completion
          of the transactions herein and therein involved will not result in the
          violation of any law, regulation, order, license, permit, rule,
          judgment or decree to which any of the Sellers, the Acquired Assets or
          the Stations, is subject, or conflict with or constitute the breach of
          any contract, agreement or other commitment to which any of the
          Sellers is a party or by which they are bound or as to which any of
          the Acquired Assets or the Stations are subject or affected, or
          conflict with or violate any provision of any of the respective
          Sellers' certificates of incorporation, bylaws or other organizational
          documents; and, except for receipt of the Commission's Consent (as
          defined herein) with respect to the assignment of the Licenses to
          Buyer, no other consents of any kind are required that have not been
          obtained for the Sellers to make or carry out the terms of this
          Agreement and the other Transaction Documents, except with respect to
          those consents identified on Schedule B or D which are required of
          parties to Leases and Agreements listed on Schedule B or D or with
          respect to assignment and assumption of specific contract rights and
          obligations. The Sellers shall use their best efforts to obtain third
          party consents with respect to any of the Leases and Agreements
          designated on Schedule B or D as "material," to the extent required by
          such documents. Buyer shall cooperate with the Sellers in obtaining
          all such required consents. As used herein, the term "Transaction
          Documents" refers collectively to this Agreement, the LMA, the
          Assignment of Licenses, the Warranty Deeds, an Assignment and Bill of
          Sale and any 

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          other agreements to be executed and delivered by any Seller hereunder
          or as otherwise contemplated herein.

3.2.      COMPLIANCE  WITH LAWS;  LICENSES AND PERMITS.  Sellers are not in 
          violation of, and have not received any notice asserting any material
          noncompliance by Sellers with, any applicable statute, law, rule or
          regulation, whether federal, state, local or otherwise, in connection
          with the ownership of the Acquired Assets. Sellers have complied and
          are in compliance in all material respects with all laws, regulations
          and governmental orders applicable to Sellers' operation of the
          Stations and ownership of the Acquired Assets, except as disclosed on
          Schedule A. Sellers have obtained and hold all permits, licenses and
          approvals (other than the Licenses), none of which has been rescinded
          and all of which are in full force and effect, from all Governmental
          Authorities (as defined herein) necessary in order to conduct the
          operations of the Stations in accordance with applicable law, as
          presently conducted and to own, use and maintain the Acquired Assets,
          all of which permits, licenses and approvals are identified on
          Schedule A. As used herein, "Governmental Authorities" means
          any agency, board, bureau, court, commission, department,
          instrumentality or administration of the United States government, any
          state government or any local or other governmental body in a state of
          the United States or the District of Columbia. No filing or
          registration with, notification to, or authorization, consent or
          approval of, any Governmental Authority is required in connection with
          the execution and delivery of this Agreement and the other
          Transactional Documents by any Seller or the performance by any Seller
          of its obligations hereunder or thereunder except compliance with any
          applicable requirements of the Communications Act of 1934 as amended,
          (the "Communications Act") and the Hart-Scott-Rodino Antitrust
          Improvements Act of 1976 ("HSR"). Each of the License Subsidiaries is
          the holder of the Licenses indicated on Schedule A, all of 
          which are valid, in full force and effect and which have been
          unconditionally issued for the full license term. The Licenses
          constitute all of the licenses, grants, permits, waivers and
          authorizations issued by the FCC and required for and/or used in the
          operation of the Stations as they are currently being operated. Each
          License Subsidiary is fully qualified to hold its Licenses. All
          ownership and employment reports, renewal applications, and other
          reports and documents required to be filed for the Stations have been
          properly and timely filed, except as noted on Schedule A. The Stations
          are operating in accordance with the Licenses, and in
          compliance with the Communications Act, and the rules and regulations
          of the Commission, including, without limitation, those regulations
          governing the Stations' equal employment opportunity practices and
          public files, and any other applicable laws, ordinances, rules and
          regulations, except as disclosed on Schedule A. Sellers have complied
          in all material respects with all requirements of the FCC
          and the Federal Aviation Administration with respect to the
          construction and/or alteration of Seller's antenna structures, and "no
          hazard" determinations for each antenna structure have been obtained.
          The Licenses are unimpaired by any act or omission of Sellers or their
          officers, directors, employees and agents and Sellers will not,
          without Buyer's prior written consent, by an act or omission,
          surrender, modify, forfeit or fail to seek renewals on regular terms,
          of any License, or cause the Commission or other regulatory authority
          to institute any proceeding for the cancellation or modification of
          any such License, or fail to prosecute with due diligence any pending
          application to the 

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          Commission. There is not now pending, or to the best of Sellers'
          knowledge threatened, any action by or before the Commission or other
          regulatory authority to revoke, cancel, rescind, modify (except as to
          any applications by the Sellers shown on Schedule A) or refuse to
          renew in the ordinary course any of the Licenses, or any
          investigation, order to show cause, notice of violation, notice of
          inquiry, notice of apparent liability or of forfeiture or complaint
          against the Stations or Sellers, and Sellers have no knowledge of any
          basis for the commencement of any such proceeding in the future.
          Should any such action or investigation be commenced, order or notice
          be released, or complaint be filed, Sellers will promptly notify Buyer
          and take all actions necessary to protect the Stations and the
          Licenses from any material adverse impact. All reports, statements and
          other documents relating to the Stations filed by the Sellers or the
          Stations with the FCC or any other Governmental Authority were true,
          correct and complete in all material respects when filed.

3.3.      FINANCIAL  STATEMENTS.  The Sellers have delivered to the Buyer  
          unaudited balance sheets dated December 31, 1996, and December 31,
          1997 (the latter of which are referred to herein as the "1997 Balance
          Sheets") and unaudited statements of operations for the twelve months
          ended December 31, 1996, and December 31, 1997, for each of the
          Stations, other than KIDR(AM), as to which no 1996 financial
          statements have been delivered. Such balance sheets and the notes
          thereto are true, complete and accurate in all material respects and
          fairly present the consolidated assets, liabilities and financial
          condition of the Stations as at the respective dates thereof, and such
          statements of operations and the notes thereto are true, complete and
          accurate in all material respects and fairly present the results of
          operations for the periods indicated, all in accordance with generally
          accepted accounting principles consistently applied throughout the
          periods involved.

3.4.      NO UNDISCLOSED LIABILITIES. None of the Stations has any material
          liabilities or obligations of any nature (absolute, accrued,
          contingent or otherwise) which were not fully reflected or reserved
          against in the 1997 Balance Sheets, except for liabilities and
          obligations incurred in the ordinary course of business and consistent
          with past practice since the date thereof (none of which liabilities
          and obligations is a liability for breach of contract, tort,
          infringement or violation of law); and the reserves reflected in the
          1997 Balance Sheets are adequate, appropriate and reasonable.

3.5.      ACQUIRED  ASSETS.  The Acquired  Assets to be  transferred  to Buyer 
          at Closing represent all the assets necessary for the Stations'
          current and continuing operations; until Closing, none of the Acquired
          Assets will be sold, leased or otherwise disposed of unless replaced
          by a substantially similar asset of equal or greater value, and, at
          Closing, all of the Acquired Assets shall be owned by and transferred
          by the Sellers to Buyer free and clear of all liens, encumbrances,
          interests or restrictions of any kind whatsoever excepting only those
          obligations, liens or encumbrances expressly provided to be assumed by
          Buyer herein or the Leases and Agreements listed on Schedule B or D.
          The Acquired Assets have been maintained in good condition, subject to
          normal wear and tear. Since the date of the 1997 Balance Sheets, there
          has not been any material adverse change in the Acquired Assets; the
          Sellers are not aware of any circumstance that could cause a material
          adverse effect in 

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          the Acquired Assets; the Sellers have conducted the business of the
          Stations in the Ordinary Course of Business; and the Sellers have not
          taken any action that would be prohibited by Section 3.16. As used
          herein, the term "Ordinary Course of Business" means, with respect to
          Sellers, the ordinary course of business of the Stations consistent
          with the past practices of Sellers and recognizing that the Sellers
          ended the 24-hour distribution of their Aahs World RadioK format as of
          midnight, January 30, 1998, and have since maintained a 24-hour
          all-music format at the Stations without any sales of advertising
          time, except with respect to WBAH-AM, which has been programmed by
          Buyer.

3.6.      REAL ESTATE.

          3.6.1.    OWNED PROPERTIES. Schedule B sets forth a list of all real
                    property owned by the Sellers ("Owned Real Property"). With
                    respect to each parcel of Owned Real Property, except as
                    disclosed on Schedule B, there are no leases, subleases,
                    licenses, concessions or other agreements, written or oral,
                    granting any person the right of use or occupancy of any
                    portion of such parcel and there are no outstanding actions
                    or rights of first refusal to purchase such parcel or any
                    portion thereof or interest therein.

          3.6.2.    LEASED  PROPERTIES.  Schedule B sets forth a list of all 
          
                    real property leased by the Sellers (the "Leased Real
                    Property") and all of the leases (the "Leases") of the
                    Leased Real Property. With respect to the Leased Real
                    Property, except as disclosed on Schedule B, (a) all
                    obligations of the landlord or lessor under the Leases that
                    have accrued have been performed, and no landlord or lessor
                    is in default under or in arrears in the payment of any sum
                    or in the performance of any obligation required of it under
                    any Lease, and no circumstance presently exists which, with
                    notice or the passage of time, or both, would give rise to a
                    default by the landlord or lessor under any Lease; (b) all
                    obligations of the tenant or lessee under the Leases that
                    have accrued have been performed, and Sellers are not in
                    default under or in arrears in the payment of any sum or in
                    the performance of any obligation required of it under any
                    Lease, and no circumstance presently exists which, with
                    notice or the passage of time, or both, would give rise to a
                    default by Sellers; and (c) there are no consents of any
                    landlord or lessor required to transfer the Leased Real
                    Property to Buyer.

          3.6.3.    TITLE AND DESCRIPTION. Sellers hold a valid and enforceable
                    freehold interest in the Owned Real Property and valid and
                    enforceable leasehold interests in the Leased Real Property
                    pursuant to the Leases as shown on Schedule B, subject only
                    to the right of reversion of the landlord or lessor under
                    the Leases and those rights of third parties disclosed on
                    Schedule B.

          3.6.4.    PHYSICAL  CONDITION.  There is no defect in the physical 
                    condition of any improvements located on or constituting a
                    part of the Real Property. The Real Property, including,
                    without limitation, such improvements, is in good condition
                    
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                    and repair and is adequate for the uses to which it is being
                    put, and the Real Property is not in need of maintenance or
                    repairs except for ordinary, routine maintenance and repairs
                    which are not material in nature or cost. The soil condition
                    of the Real Property is such that it will support all of the
                    improvements thereon for the foreseeable life of the
                    improvements without the need for unusual or new subsurface
                    excavations, fill, footings, caissons or other
                    installations.

          3.6.5.    UTILITIES. All water, sewer, gas, electric, telephone,
                    drainage and other utility equipment, facilities and
                    services required by law or necessary for the operation of
                    the Real Property as it is now improved and operated are
                    installed and connected pursuant to valid permits, are
                    sufficient to service the Real Property and are in good
                    operating condition except in such case as will not
                    materially detract from the marketability or value of the
                    Real Property and do not impair the operations of the lessee
                    thereof.

          3.6.6.    COMPLIANCE  WITH  LAW;  GOVERNMENTAL  APPROVALS.  Sellers  
                    have received no notice from any Governmental Authority of
                    any violation of any zoning, building, fire, water, use,
                    health, or other law, ordinance, code, regulation, license,
                    permit or authorization issued in respect of any of the Real
                    Property that has not been heretofore corrected, and know of
                    no such violation or violations that now exist that would
                    materially detract from the marketability or value of the
                    Real Property or impair the operations of the occupant
                    thereof in any material respect. Sellers' improvements
                    located on or constituting a part of the Real Property and
                    the construction, installation, use and operation thereof
                    (including, without limitation, the construction,
                    installation, use and operation of any signs located
                    thereon) are in compliance with all applicable municipal,
                    state, federal or other governmental laws, ordinances,
                    codes, regulations, licenses, permits and authorizations,
                    including, without limitation, applicable zoning, building,
                    fire, water, use, or health laws, ordinances, codes,
                    regulations, licenses, permits and authorizations, and there
                    are presently in effect all certificates of occupancy,
                    licenses, permits and authorizations required by law,
                    ordinance, code or regulation or by any governmental or
                    private authority having jurisdiction over the ownership or
                    operation of the Sellers' businesses or any of the Acquired
                    Assets, including the Stations and the Real Property or any
                    portion thereof, or the occupancy thereof or any present use
                    thereof, except such non-compliance as will not materially
                    detract from the marketability or value of the Real Property
                    and do not impair the operations of the occupant thereof in
                    any respect. All such approvals required by law, ordinance,
                    code, regulation or otherwise to be held by the occupant of
                    any of the Real Property shall be transferred to Buyer at
                    Closing, if and to the extent transferable. There is legally
                    enforceable pedestrian and vehicular access to the Real
                    Property.

          3.6.7.    REAL PROPERTY TAXES. Sellers have received no notice of any
                    pending or threatened special assessment or reassessment of
                    all or any portion of any of the Real Property.

                                       11

<PAGE>

          3.6.8.    CONDEMNATION.  There is no pending or, to Sellers'  
                    knowledge, threatened condemnation of all or any part of the
                    Real Property.

          3.6.9.    INSURABILITY. Sellers have not received any notice from any
                    insurance company of any material defects or inadequacies in
                    the Real Property or any part thereof, which would
                    materially, adversely affect the insurability of the same or
                    of any termination or threatened termination of any policy
                    of insurance.

3.7.      CONTRACTS,  LEASES, AGREEMENTS,  ETC. Each of the Leases and 
                    Agreements are in full force and effect, and there are no
                    outstanding notices of cancellation, acceleration or
                    termination in connection therewith except as noted upon
                    Schedule B or D. Sellers are not in breach or default in
                    connection with any of the Leases and Agreements and, to the
                    best of Sellers' knowledge, there is no basis for any claim,
                    breach or default with respect to Sellers or any other party
                    under any of said Leases and Agreements. Sellers have made
                    available to Buyer true and correct copies of all agreements
                    and instruments listed on Schedule D, and will make
                    available to Buyer true and correct copies of any additional
                    agreements, leases and contracts entered into by the Sellers
                    in Ordinary Course of Business, as provided in Section 1.4
                    hereof. On the Closing Date there will be no Leases or
                    Agreements relating to the Stations (not including this
                    Agreement and the LMA) which will be binding on the Buyer
                    other than those specifically identified herein, including
                    the Schedules attached hereto, as assumed by Buyer, or as
                    otherwise approved in writing by Buyer.

3.8.      LITIGATION. Except as set forth on Schedule G, no strike, labor
                    dispute, investigation, litigation, court or administrative
                    proceeding is pending or, to the best of Sellers' knowledge,
                    threatened against the Sellers relating to the Stations,
                    their employees or any of the Acquired Assets which may
                    result in any change in the business, operations, assets or
                    financial condition of the Stations or may materially affect
                    Buyer's use and enjoyment of the Acquired Assets, or which
                    would hinder or prevent the consummation of the transaction
                    contemplated by this Agreement and the other Transaction
                    Documents, and the Sellers know of no basis for any such
                    possible action.

3.9.      ENVIRONMENTAL MATTERS.

          3.9.1.    ENVIRONMENTAL  REPRESENTATION  OF SELLERS.  Sellers are in 
                    compliance in all material respects with all applicable
                    federal, state and local laws and regulations relating to
                    pollution or protection of human health or the environment
                    ("Environmental Laws") (which compliance includes, but is
                    not limited to, the possession by such Sellers of any
                    permits and other governmental authorizations required under
                    applicable Environmental Laws and compliance with the terms
                    and conditions thereof) with respect to the Real Property
                    and the business of the stations. None of Sellers has
                    received any communication (written or oral), whether from a
                    Governmental Authority, citizens' group, employee or
                    otherwise, alleging that Sellers are not in such compliance,
                    and to the Sellers' knowledge, there are no past or present
                    actions, activities, circumstances, conditions, covenants or
                    incidents that may prevent or interfere with such compliance
                    in the 

                                       12
<PAGE>

                    future. Sellers have not participated in nor approved, nor
                    has there occurred, to the best of their knowledge, except
                    as disclosed on Schedule B, any production, disposal or
                    storage on the Real Property of any hazardous waste or toxic
                    substance, nor does such waste or substance exist on the
                    Owned Real Property (above or beneath the surface), nor is
                    there any proceeding or inquiry, by any governmental
                    authority (federal or state) with respect to the presence of
                    such waste or substance on the Real Property to the best of
                    the Sellers' knowledge, nor are there any underground
                    storage tanks on the Owned Real Property, to the best of
                    Sellers' knowledge. There is no Environmental Claim (as
                    defined below) pending, or to the knowledge of Sellers,
                    threatened against any Seller with respect to the Owned Real
                    Property or the business of the Stations or, to the best of
                    the Sellers' knowledge, against any Person whose liability
                    for any Environmental Claim any Seller has or may have
                    retained or assumed either contractually or by operation of
                    law. To the best of the Sellers' knowledge, there are no
                    past or present actions, activities, circumstances,
                    conditions, events or incidents with respect to the Owned
                    Real Property, any Seller or the business of the Stations
                    that could form the bases of any Environmental Claim against
                    any Seller or against any Person whose liability for any
                    Environmental Claim any Seller has or may have retained or
                    assumed either contractually or by operation of law. As used
                    herein, "Environmental Claim" means any claim, action, cause
                    of action, investigation or notice (written or oral) by any
                    Person alleging potential liability arising out of, based on
                    or resulting from (a) the presence or release of any
                    hazardous waste at any location, whether or not owned or
                    operated by the Seller or (b) circumstances forming the
                    basis of any violation of any Environmental Law. "Hazardous
                    waste" shall consist of the substances defined as "hazardous
                    substances", "hazardous materials", or "toxic substances" in
                    the Comprehensive Environmental Response Compensation and
                    Liability Act of 1980, as amended, 42 USCss.9601, et seq.,
                    or in the Hazardous Materials Transportation Act, 49
                    USCss.1801, et seq., or in the Resources Conservation and
                    Recovery Act, 42 USCss.6901, et seq., and all substances
                    defined as "hazardous waste" under the Statutes of the
                    States of New Jersey, Texas and Arizona or any regulations
                    adopted pursuant to those statutes.

          3.9.2.    ENVIRONMENTAL  COVENANT OF SELLERS.  Sellers have provided 
                    Buyer with all information, surveys and reports in each
                    Seller's or each Station's possession or control concerning
                    the existence or possible existence of any underground
                    storage tanks, polychlorinated biphenyls, asbestos or
                    asbestos-containing materials, radon gas, radioactive
                    materials, liquid petroleum or liquid petroleum products, or
                    other hazardous wastes, and any other reports, studies or
                    documents in each Seller's or each Station's possession
                    relating to each Seller's or each Station's potential
                    liability under applicable Environmental Laws
                    ("Environmental Contamination").

          3.9.3.    RADIO FREQUENCY RADIATION. Other than in compliance with the
                    Communications Act, the operation of the Stations does not
                    cause or result in exposure of workers or the general public
                    to levels of radio frequency radiation in excess of the
                    "Radio 

                                       13
<PAGE>

                    Frequency Protection Guides" recommended in "American
                    National Standard Safety Levels with Respect to Human
                    Exposure to Radio Frequency Electromagnetic Fields 300 kHz
                    to 100 gHz" (ANSI C95.1-1982), issued by the American
                    National Standards Institute. Renewal of the FCC Licenses
                    would not constitute a "major action" within the meaning of
                    Section 1.1301, et seq., of the FCC's rules.

3.10.     INSURANCE. The Sellers shall maintain in full force and effect all of
          their existing casualty, liability, and other insurance covering any
          or all of the Acquired Assets through the day following the Closing
          Date in amounts not less than those in effect on the date hereof, and
          Sellers have set forth on Schedule H an abstract of such casualty
          insurance coverage. Such coverage is for replacement value against
          risks commonly insured against in the radio broadcast industry and
          Sellers are not in default under any such policies. Sellers have not
          received any notice from any issuer of such policies of its intention
          to cancel, terminate or refuse to renew any policy issued by it to
          Sellers.

3.11.     ACCESS TO  INFORMATION  AND  CONFIDENTIALITY.  The  Sellers  shall  

          give Buyer and its representatives reasonable access during normal
          business hours throughout the period prior to Closing to the
          operations, properties, books, accounting records, contracts,
          agreements, leases, commitments, programming, technical and sales
          records and other records of and pertaining to the Stations; provided,
          however, such access shall not disrupt the Sellers' normal operation.
          The Sellers shall furnish to Buyer all information concerning the
          Stations' affairs as Buyer may reasonably request. Buyer will maintain
          the confidentiality of all the information and materials delivered to
          it or made available for its inspection by the Sellers hereunder.
          Nothing shall be deemed to be confidential information that: (a) is
          known to Buyer at the time of its disclosure to Buyer; (b) becomes
          publicly known or available other than through disclosure by Buyer;
          (c) is received by Buyer from a third party not actually known by
          Buyer to be bound by a confidentiality agreement with or obligation to
          Sellers; or (d) is independently developed by Buyer as clearly
          evidenced by its records. Notwithstanding the foregoing provisions of
          this Section 3.11, Buyer may disclose such confidential information
          (x) to the extent required or deemed advisable to comply with
          applicable laws and regulations, (y) to its officers, directors,
          employees, representatives, financial advisors, attorneys,
          accountants, and agents with respect to the transactions contemplated
          hereby (so long as such parties are informed of the confidentiality of
          such information), and (z) to any Governmental Authority in connection
          with the transactions contemplated hereby. In the event this Agreement
          is terminated, Buyer will return to Sellers all confidential
          information prepared or furnished by Sellers relating to the
          transactions contemplated hereunder, whether obtained before or after
          the execution of this Agreement.

3.12.     CONDUCT OF THE STATIONS'  BUSINESS.  Until  Closing,  without the 
          written consent of Buyer, the Sellers shall not enter into any
          transaction, agreement or understanding (whether or not in writing)
          other than those in the Ordinary Course of Business; no employment
          contract shall be entered into by the Sellers relating to the Stations
          unless the same is terminable at will and without penalty; no material
          increase in compensation payable or to become 

                                       14
<PAGE>

          payable, to any of the employees employed at the Stations shall be
          made; no material change in personnel policies, insurance benefits or
          other compensation arrangements shall be made; and the Sellers will
          cause the Stations to be operated in compliance with the Licenses and
          Permits and all applicable laws and regulations;

          the Sellers further represent, warrant and covenant:

          (a)       Between the date hereof and Closing, the Sellers shall not
                    take any action which will prevent or impede Buyer from
                    obtaining at the Closing the actual and immediate occupancy
                    and possession of the Stations and all of the Acquired
                    Assets.

          (b)       On the Closing  date,  the Sellers will be the owner of the 
                    Acquired Assets except such of the same replaced by
                    substantially similar property of no less than equivalent
                    value in the ordinary course of business, with good and
                    marketable title thereto, free and clear of all liens and
                    encumbrances, except liens for current taxes and assessments
                    not yet due and payable or to secure obligations to be
                    assumed by Buyer hereunder pursuant to the Leases and
                    Agreements; and that between the date of this Agreement and
                    the Closing, there will be no more than the ordinary normal
                    wear and tear and expendability of the Acquired Assets, and
                    that the Acquired Assets will be in good working condition.

          (c)       The Sellers do not know of any facts relating to them or the
                    Stations which would cause (i) the applications for
                    assignment of the Licenses to Buyer to be challenged, (ii)
                    the Commission to deny its consent to the assignments of the
                    Stations' Licenses to Buyer, or (iii) the Commission to
                    grant such applications for assignment subject to material
                    adverse conditions to Buyer.

          (d)       The Sellers  will have duly filed all tax  returns  required
                    to be filed by each of the Sellers on or before the Closing
                    Date and will have paid and discharged all taxes,
                    assessments, excises, levies, or other similar charges of
                    every kind, character or description imposed by any
                    Governmental Authority, and any interest, penalties or
                    additions to tax imposed thereon or in connection therewith
                    (collectively, "Taxes") known to the Sellers which are due
                    and payable and have not been paid and that would interfere
                    with the Sellers' enjoyment of the Acquired Assets. There is
                    no action, suit, proceeding, audit, investigation or claim
                    pending or, to the Sellers' best knowledge, threatened in
                    respect of any Taxes been proposed, asserted or threatened.

          (e)       The Sellers  shall (i) upon  receiving  notice or  otherwise
                    becoming aware of any violation relating to the Licenses,
                    any violation by any of the Stations of any rules and
                    regulations of the FCC, or any material violations under any
                    other applicable laws and regulations, promptly notify Buyer
                    and, at Sellers' expense, use reasonable commercial efforts
                    to cure all such violations prior to the Closing Date, (ii)
                    promptly notify Buyer in writing if the Station ceases to
                    broadcast at its 

                                       15
<PAGE>

                    authorized power for more than 48 consecutive hours; such
                    notice shall specify the reason or reasons for such
                    cessation and the corrective measures taken or to be taken
                    by Sellers, and (iii) promptly inform Buyer in writing of
                    any material variances from the representations and
                    warranties contained in this Article 3 that become known to
                    the Sellers or any breach of any agreement hereunder by
                    Sellers.

3.13.     COPYRIGHTS,  TRADEMARKS  AND SIMILAR  RIGHTS.  The call letters listed
          on Schedule E are the call letters used by Sellers during the radio
          broadcast operations of the Stations to identify each of the
          respective Stations to its local audience. Sellers have full right and
          authority from the FCC to use such call letters except as may be
          provided in the Leases and Agreements. Sellers have not licensed or
          consented to, and have no knowledge of, any other entity's or
          individual's use of such call letters. There is no other name,
          trademark, service mark, copyright, or other trade, or service right
          or mark currently being used in the business and operations of the
          Stations other than those listed in Schedule E. Sellers pay no royalty
          to anyone for use of the General Intangibles and have the right to
          bring action for the infringement thereof to the extent permitted by
          applicable law. Sellers represent that the operations of the Stations
          do not infringe on any trademark, service mark, copyright or other
          intellectual property or similar right owned by others.

3.14.     EMPLOYEES.  Sellers shall be solely  responsible for any and all 
          liabilities and obligations Sellers may have to the employees of the
          Stations, including, without limitation, compensation, severance pay,
          incentive bonuses, health expenses, and accrued vacation time, sick
          leave and obligations under any of Sellers' employee benefit plans.
          Sellers acknowledge that Buyer has no obligation hereunder to offer
          employment to any employee of Sellers; however, Buyer shall have the
          right to hire such of the employees of the Stations as Buyer may
          select. With respect to any employee that Buyer hires, Sellers further
          acknowledge that Buyer shall have no obligation for, and shall not
          assume as part of the transaction contemplated by this Agreement, any
          compensation, incentive bonuses, health expenses, or "accrued
          vacation" or other accrued leave time of said employees as a
          consequence of their being hired by Buyer. Sellers also acknowledge
          that with respect to such employees as may be hired by Buyer, and
          where any such compensation, incentive bonuses, health expenses, or
          accrued leave time exists for said employees, Sellers will retain the
          responsibility for any liability arising therefrom. The consummation
          of the transactions contemplated hereby will not cause Buyer to incur
          or suffer any liability relating to, or obligation to pay, severance,
          termination, or other payments to any person or entity, or any
          liability under any employee benefit plans of Sellers, including,
          without limitation, any liability under the Internal Revenue Code of
          1986, as amended, or the Employee Retirement Income Security Act of
          1974, as amended. Sellers shall comply with the provisions of the
          Worker Adjustment and Retraining and Notification Act and similar laws
          and regulations, if applicable, and shall be solely responsible for
          any and all liabilities, penalties, fines, or other sanctions that may
          be assessed or otherwise due under such applicable laws and
          regulations on account of the dismissal or termination of the
          employees of the Stations by Sellers.

                                       16
<PAGE>

3.15.     LABOR  RELATIONS.  Schedule I lists the names,  dates of hire and 
          current annual salaries of all persons employed by the Sellers
          directly and principally in connection with the operation of the
          Stations. None of the Sellers is a party to or subject to any
          collective bargaining agreements with respect to any of the Stations.
          Sellers have no written or oral contracts of employment with any
          employee of the Stations, other than (i) oral employment agreements
          terminable at will without penalty, or (ii) those listed in Schedule
          D. The Sellers, in the operations of the Stations, have substantially
          complied with all applicable laws, rules and regulations relating to
          the employment of labor, including those related to wages, hours,
          collective bargaining, occupational safety, discrimination and the
          payment of social security and other payroll related taxes. To the
          best of Sellers' knowledge, there is no representation or organizing
          effort pending or threatened against or involving or affecting the
          Sellers with respect to employees employed at any of the Stations.

3.16.     PRE-CLOSING COVENANTS.  Between the date hereof and the Closing, the 
          Sellers covenant that:

          3.16.1.   FCC  COMPLIANCE.  The Sellers shall  continue to operate the
                    Stations in conformity with the terms of the Stations'
                    Licenses and in conformity in all material respects with all
                    applicable laws, regulations, rules and ordinances,
                    including but not limited to the rules and regulations of
                    the FCC. The Sellers shall file all reports, applications
                    and other filings required by the FCC in a timely and
                    accurate manner. Sellers will maintain the Licenses in full
                    force and effect and take any action necessary before the
                    FCC to preserve such Licenses in full force and effect
                    without material adverse change. Sellers will not take any
                    action that would jeopardize the License Subsidiaries'
                    rightful possession of the Licenses, the potential for
                    assignment of the Licenses to Buyer, or the unconditional
                    renewal of the Licenses for full license terms. Sellers
                    shall continue to prosecute any pending applications before
                    the FCC in the ordinary course.

          3.16.2.    CONDUCT OF BUSINESS. The Sellers shall conduct the business
                     and technical operations of the Stations in the Ordinary
                     Course of Business and consistent with past practices, and
                     shall continue all practices, policies, procedures and
                     technical operations relating to the Stations in
                     substantially the same manner as heretofore.

          3.16.3.    MAINTENANCE OF ASSETS. The Sellers shall maintain all of
                     the Acquired Assets in a good condition and, with respect
                     to the Personal Property, shall maintain inventories of
                     spare parts at levels consistent with the past practices of
                     the Sellers and the Stations. The Sellers shall not sell,
                     convey, assign, transfer or encumber any of the Acquired
                     Assets, except for the retirement of tangible Acquired
                     Assets consistent with the normal and customary practices
                     of the Sellers and the Stations.

3.17.     NO MISLEADING STATEMENTS. To Sellers' knowledge, no statement,
          representation or warranty made by Sellers herein and no information
          provided or to be provided by Sellers 

                                       17
<PAGE>

          to Buyer pursuant to this Agreement or the other Transaction Documents
          or in connection with the negotiations covering the purchase and sale
          contemplated herein contains or will contain any untrue statement of a
          material fact, or omits or will omit a material fact. There are no
          facts or circumstances known to Sellers and not disclosed herein or in
          the Schedules hereto that, either individually or in the aggregate,
          will materially adversely affect after Closing the Acquired Assets or
          the condition of the Stations.

3.18.     CONSENTS.  The Sellers  shall use  commercially  reasonable  efforts 
          to obtain any third party consents required to assign to Buyer all
          Leases and Agreements. If, on the Closing Date, Sellers have not
          obtained any required consent for the assignment of any Lease and
          Agreement (other than the material Leases and Consents referred to in
          Section 8.4(d) hereof) to Buyer and the Closing occurs, then after the
          Closing Date, Sellers will continue to use commercially reasonable
          efforts, and the Buyer will cooperate with Sellers, to obtain any such
          consent and/or to remove any other impediments to the assignment of
          any such Lease and Agreement. From and after the Closing, until the
          valid assignment of all such Leases and Agreements, Sellers will take
          such lawful actions as are reasonably necessary to assure that Buyer
          shall receive the benefits of, and shall be obligated to perform the
          obligations of Sellers under, all such Leases and Agreements after the
          Closing Date to the same extent as if Buyer were a party thereunder
          (and Buyer agrees to cooperate with Sellers in connection with any
          such actions and to enter into, at the time of the Closing, any lawful
          arrangements in furtherance thereof (but at no additional cost to
          Buyer other than such costs as Buyer would incur as a party to such
          Leases and Agreements)).

3.19.     SUPPLEMENTAL DISCLOSURE. From time to time prior to the Closing, the
          Sellers will promptly supplement or amend the Schedules hereto with
          respect to any matter hereafter arising which, if existing or
          occurring at the date of the Agreement, would have been required to be
          set forth or described in such Schedules. No supplement or amendment
          of any Schedule made pursuant to this section shall be deemed to cure
          any breach of any representation or warranty made in this Agreement
          unless Buyer specifically agrees thereto in writing.

3.20      UNWIND AGREEMENTS. In the event that a Closing occurs hereunder prior
          to the receipt of a Final Order (as defined below), and upon the
          receipt of an FCC order requiring Buyer to return the Acquired Assets
          (including any Licenses issued by the FCC) to Sellers as a result of
          Sellers' failure to comply with the Communications Act or the rules
          and regulations of the FCC, Sellers agree that upon Sellers receipt of
          the Acquired Assets (including any Licenses issued by the FCC),
          Sellers shall return the Purchase Price to Buyer. In such event,
          Sellers and Buyer agree to cooperate to return the Acquired Assets to
          Sellers, the Purchase Price to Buyer and to otherwise place the
          parties in the same positions as they were in immediately prior to the
          Closing and to ensure that neither party has been otherwise
          economically damaged. The term "Final Order" as used herein shall mean
          an FCC order or action as to which the time for filing a request for
          administrative or judicial review, or for instituting administrative
          review sua sponte, shall have expired without any such filing having
          been made or notice of such review having been issued; or in the event
          of such filing or review sua sponte, as to which such filing or review
          shall have been 

                                       18
<PAGE>

          disposed of favorably to the grant and the time for seeking further
          relief with respect thereto shall have expired without any request for
          such further relief having been filed.

                                    ARTICLE 4
                     BUYER'S REPRESENTATIONS AND WARRANTIES

          The Buyer represents and warrants as follows, which representations
and warranties shall be deemed to have been made again at Closing.

4.1.      CORPORATE  EXISTENCE  AND POWERS.  Buyer is a corporation  organized 
          and existing in good standing under the laws of the State of Delaware
          with full power and authority to enter into this Agreement and the
          other Transaction Documents to which it is a party and enter into and
          complete the transactions contemplated herein and therein; Buyer is,
          or will be at the time of Closing, qualified to do business in the
          States of New York, New Jersey, Texas and Arizona; all required
          corporate action has been taken by Buyer to make and carry out this
          Agreement and the other Transaction Documents to which it is a party
          and the transactions contemplated herein and therein; this Agreement
          constitutes, and upon execution and delivery, each other Transaction
          Document will constitute, valid and binding obligation of Buyer
          enforceable in accordance with its terms; the execution of the
          Agreement and the other Transaction Documents to which it is a party
          and, once the consent referred to in the next clause of this sentence
          is obtained, the completion of the transactions herein involved will
          not result in the violation of any order, license, permit, rule,
          judgment or decree to which Buyer is subject or the breach of any
          contract, agreement or other commitment to which Buyer is a party or
          by which it is bound or conflict with or violate any provision of
          Buyer's certificate of incorporation, bylaws or other organizational
          documents; and except for the consent of the Commission to the
          assignment of the Licenses to Buyer and the consents identified by the
          Sellers on Schedule B or D, to the Buyer's knowledge, no other consent
          of any kind is required that has not been obtained for Buyer to make
          or carry out the terms of this Agreement.

4.2.      BUYER'S QUALIFICATIONS. At Closing, Buyer will be legally and
          financially qualified to become the licensee of the Commission. Buyer
          does not know of any facts relating to it which would cause the
          Commission to deny its consents, or which would materially hinder or
          delay receipt of such consents, to the assignments of the Licenses to
          Buyer.


                                    ARTICLE 5
                              BREACH OF AGREEMENTS,
                         REPRESENTATIONS AND WARRANTIES

5.1.      BREACH OF THE  SELLERS'  AGREEMENTS,  REPRESENTATIONS  AND  
          WARRANTIES. The Sellers shall jointly and severally indemnify and hold
          harmless Buyer and every affiliate of Buyer and any of its or their
          directors, members, stockholders, officers, partners, employees,
          agents, consultants, representatives, transferees and assignees from
          and against any loss, damage, liability, claim, demand, judgment or
          expense, including claims of third parties arising out 

                                       19
<PAGE>

          of ownership of the Acquired Assets or the operation of the Stations
          by the Sellers prior to Closing, and including without being limited
          to, reasonable counsel fees and reasonable accounting fees, sustained
          by Buyer by reason of, or arising out of or relating to, (i) any
          material breach of any warranty, representation, covenant or agreement
          of the Sellers contained herein or in any other Transactional Document
          or in the Schedules attached hereto, (ii) any error contained in any
          statement, report, certificate or other instrument delivered to Buyer
          by Sellers pursuant to this Agreement, (iii) any failure by Sellers to
          pay or discharge any liability relating to the Stations that is not
          expressly assumed by Buyer hereunder, (iv) any facts or circumstances
          described in Schedule G, or (v) the failure to comply with any
          applicable bulk sales or tax notice statutes; provided, however, that
          such indemnification shall be required only if written notice, with
          respect to any matter for which indemnification is claimed, is given.

5.2.      BREACH OF BUYER'S  AGREEMENTS,  REPRESENTATIONS  AND WARRANTIES.  
          Buyer shall indemnify and hold harmless the Sellers and every
          affiliate of Sellers and any of their directors, members,
          stockholders, officers, partners, employees, agents, consultants,
          representatives, transferees and assignees from and against any loss,
          damage, liability, claim, demand, judgment or expense, including
          claims of third parties arising out of ownership of the Acquired
          Assets or operation of the Stations by Buyer after Closing, and
          including without being limited to, reasonable counsel fees and
          reasonable accounting fees, sustained by the Sellers by reason of, or
          arising out of or relating to, any material breach of any warranty,
          representation, covenant or agreement of Buyer contained herein or any
          other Transaction Document; provided, however, that such
          indemnification shall be required only if written notice, with respect
          to any matter for which indemnification is claimed, is given.

5.3.      THRESHOLD. Neither Buyer nor Seller shall be liable to the other for
          indemnification until the aggregate of all indemnification claims of
          the party seeking indemnification exceeds $25,000.00, but after such
          threshold is exceeded, the applicable party shall be entitled to
          indemnification for all claims.

5.4.      SPECIFIC  PERFORMANCE.  Sellers  acknowledge  that the  Acquired  
          Assets to be transferred and assigned under this Agreement are unique
          and not readily bought or sold on the open market and, for that
          reason, among others, Buyer would be irreparably harmed by any breach
          or failure of the other party to consummate this Agreement, and
          monetary damages therefor will be highly difficult, if not wholly
          impossible, to ascertain. It is therefore agreed that this Agreement
          shall be enforceable by Buyer in a court of equity by a decree of
          specific performance, and an injunction may be issued restraining any
          transfer or assignment of the Acquired Assets contrary to the
          provisions of this Agreement pending the determination of such
          controversy. Sellers, for themselves and their successors and assigns,
          hereby waive the claim or defense that an adequate remedy at law
          exists. In the event of a suit by Buyer to obtain specific
          performance, and if Buyer shall prevail in such action, Buyer shall be
          entitled to reimbursement by Sellers of all reasonable attorneys' fees
          and other out-of-pocket expenses incurred by Buyer with respect
          thereto.

                                       20
<PAGE>

5.5.      PROCEDURES: THIRD PARTY CLAIMS. The indemnified party agrees to give 
          written notice within a reasonable time to the indemnifying party of
          any claim or other assertion of liability by third parties which could
          give rise to a claim for indemnification hereunder (hereinafter
          collectively "Claims," and individually a "Claim"), it being
          understood that the failure to give such notice shall not affect the
          indemnified party's obligation to indemnify as set forth in this
          Agreement, unless, and then only to the extent, the indemnifying
          party's ability to contest, defend or settle with respect to such
          Claim is thereby demonstrably and materially prejudiced. The
          obligations and liabilities of the parties hereto with respect to
          their respective indemnities pursuant to this Article 5 resulting from
          any Claim, shall be subject to the following additional terms and
          conditions:

                     (a) Provided the indemnifying party acknowledges in writing
          its obligation to indemnify the indemnified party with respect to the
          Claim and further satisfies the indemnified party as to its financial
          ability to satisfy such indemnification obligation, the indemnifying
          party shall have the right to undertake, by counsel or other
          representatives of its own choosing, the defense or opposition to such
          Claim.

                     (b) In the event that the indemnifying party shall either
          (i) elect not to undertake, or shall fail to satisfy any requirements
          to undertake, such defense or opposition, or (ii) fail to properly
          elect within thirty (30) days after notice of any such Claim from the
          indemnified party or thereafter fail to defend or oppose such Claim,
          then, in either such event, the indemnified party shall have the right
          to undertake the defense, opposition, compromise or settlement of such
          Claim, by counsel or other representatives of its own choosing, on
          behalf of and for the account and risk of the indemnifying party.

                     (c) Anything in this Section 5.5 to the contrary
          notwithstanding, (i) the indemnifying party shall not, without the
          indemnified party's written consent, settle or compromise any Claim or
          consent to entry of any judgment which includes any admission of
          liability or does not include as a term thereof the giving by the
          claimant or the plaintiff to the indemnified party of an unconditional
          release from all liability in respect of such Claim, and (ii) in the
          event that the indemnifying party undertakes defense of or opposition
          to any Claim, the indemnified party, by counsel or other
          representative of its own choosing and at its sole cost and expense,
          shall have the right to consult with the indemnifying party and its
          counsel or other representatives concerning such Claim and the
          indemnifying party and the indemnified party and their respective
          counsel or other representatives shall cooperate in good faith with
          respect to such Claim.

                     (d) The indemnifying party hereby agrees to pay the amount
          of any established Claim within fifteen (15) days after the
          establishment thereof. The amount of established Claims shall be paid
          in cash. Any amounts for such Claims not paid when due under this
          Article shall bear interest at a rate equal to 15% per annum until
          paid.

5.6.      Sellers  covenant  that,  upon  the  initiation  by CBC of any  
          bankruptcy, insolvency, reorganization, arrangement, readjustment of
          debt, dissolution, liquidation, or similar proceeding relating to it
          under any jurisdiction (a "Liquidation Announcement"), Sellers 

                                       21
<PAGE>

          shall enter into an escrow agreement with Buyer and a mutually
          agreeable esrow agent (the "Indemnity Escrow Agreement"). Sellers
          further covenant that, in the event an Indemnity Escrow Agreement is
          executed by the parties, the balance of the escrow fund contemplated
          by the Indemnity Escrow Agreement shall be One Million and no/100
          Dollars ($1,000,000.00) during the first twelve months following the
          execution of this Agreement and Five Hundred Thousand and no/100
          Dollars ($500,000.00) during the second twelve months following the
          execution of this Agreement regardless of the date on which a
          Liquidation Announcement is made and that such balance shall be
          applied to payment of any indemnification obligations owed by Sellers
          to Buyer under this Article V.

                                    ARTICLE 6
                            RISK OF LOSS; TERMINATION

6.1.      BUYER'S  OPTIONS.  The risk of any  loss,  damage  or  destruction  
          to any of the Acquired Assets to be transferred to the Buyer hereunder
          from fire or other casualty or loss shall be borne by the Sellers at
          all times prior to the Closing. Upon the occurrence of any material
          loss or damage to any of the Acquired Assets to be transferred
          hereunder as a result of fire, casualty, or other causes prior to the
          Closing, the Sellers shall notify the Buyer of same in writing
          immediately, stating with particularity the reasonable estimates of
          the loss or damage incurred, the cause of damage, if known, and the
          extent to which restoration, replacement and repair of the Acquired
          Assets lost or destroyed is believed reimbursable under any insurance
          policy with respect thereto. Provided the Sellers, at their sole
          expense, have not repaired, restored or replaced the damaged Acquired
          Assets to Buyer's reasonable satisfaction by the Closing, and if the
          Buyer is not then in default of this Agreement, Buyer shall have the
          option (but not the obligation) exercisable at the Closing to:

          (i)        terminate this Agreement in which case none of the parties
                     shall have any further liability to the other parties and
                     all Escrow Funds shall be returned to Buyer, except that
                     the Sellers shall have a reasonable period of time, not to
                     exceed one hundred (100) days, to effect repairs of the
                     damaged Acquired Assets before Buyer may exercise its
                     option under this subparagraph 6.1 (i);

          (ii)       postpone the Closing for up to one hundred eighty (180)
                     days as necessary to allow the property to be completely
                     repaired, replaced or restored, at the Sellers' sole
                     expense, in which event the Sellers shall use their best
                     efforts to complete such repairs; or

          (iii)      elect to consummate the Closing and accept the property in
                     its "then" condition, in which event the Sellers shall
                     assign to Buyer all rights under any insurance claim
                     covering the loss and pay over to the Buyer the proceeds
                     under any such insurance policy previously received by the
                     Sellers with respect thereto and provided that Buyer's
                     election to proceed with the Closing under this Section
                     6.1(iii) shall not relieve Sellers of any of the
                     indemnification obligations under Article 5 hereof with
                     respect to damaged Acquired Assets or in any other respect.

                                       22
<PAGE>

6.2.      TERMINATION BY EITHER PARTY. This Agreement may be terminated prior to
          Closing as follows:

                     (a)  by mutual agreement of Buyer and Sellers at any time;

                     (b) by Buyer, if not otherwise in material default or
          breach of this Agreement, by written notice to Sellers if any of the
          conditions specified in Section 8.4 is not satisfied in all material
          respects at the time for Commission consent as provided in Section 7.4
          hereof or if satisfaction of any such condition is or becomes
          impossible, provided that in the event of a breach by any Seller of
          any covenant or agreement contained herein, Buyer shall first give
          Sellers written notice thereof, and if Sellers shall have undertaken
          to cure such breach within fifteen (15) days, they shall have a total
          of thirty (30) days to cure such breach, or if Buyer terminates the
          LMA upon an Event of Default (as defined therein) by Seller or in
          accordance with Section 6.1;

                     (c) by Sellers, if not otherwise in material default or
          breach of this Agreement, by written notice to Buyer if any of the
          conditions specified in Section 8.5 is not satisfied in all material
          respects at the time for Commission consent as provided in Section 7.4
          hereof or if satisfaction of any such condition is or becomes
          impossible, provided that in the event of a breach by Buyer of any
          covenant or agreement contained herein, Sellers shall first give Buyer
          written notice thereof, and if Buyer shall have undertaken to cure
          such breach within fifteen (15) days, it shall have a total of thirty
          (30) days to cure such breach, or if Seller terminates the LMA upon an
          Event of Default (as defined therein) by Buyer; or

6.3.      EFFECT OF  TERMINATION.  In the event this  Agreement  is  terminated 
          as provided in Section 6.2, this Agreement shall be deemed null, void
          and of no further force or effect, and the parties hereto shall be
          released from all future obligations hereunder with respect to the
          Stations; provided that the obligations of Buyer and Sellers in
          Sections 2.2.1, 3.9.5, 5.1, 5.2, 5.3, 5.5, 6.3, 7.2, 9.3, and 9.10
          shall survive such termination, and provided further that the
          termination of this Agreement shall not relieve any party for
          liability for any material breach of this Agreement, and provided
          further that, if this Agreement is terminated pursuant to Section
          6.2(c) due to material breach or default by the Buyer of this
          Agreement, and the Sellers are not then in material breach or default
          of this Agreement, the Sellers shall be paid the Damages Escrow Funds
          in accordance with and subject to the terms of Section 1.2 of the
          escrow agreement attached as Exhibit 1-B hereto and this Section
          6.2(c), together with any interest earned thereon, as liquidated
          damages, it being agreed that such payment shall constitute full
          payment for any and all damages suffered by Sellers by reason thereof
          and that Sellers shall have no rights to or claims for damages from
          Buyer. Sellers acknowledge and expressly agree that their right to
          receive the Damages Escrow Funds as liquidated damages shall be
          Sellers' sole and exclusive remedy (for damages or otherwise) under
          this Agreement in the event that it is terminated pursuant to Section
          6.2(c) hereof, or in the event that the Closing does not occur due to
          a material breach or default by the Buyer of this Agreement (occurring
          when the Sellers are not in material breach or default of this
          Agreement) except that Sellers shall be entitled to recover 

                                       23
<PAGE>

          its costs and legal fees incurred in any successful effort to collect
          the Damages Escrow Funds. Notwithstanding any other provision of this
          Agreement, Sellers and Buyer acknowledge and expressly agree that (i)
          until the satisfaction of all the conditions to Buyer's obligations to
          close under this Agreement and actual occurrence of the Closing.
          Sellers shall neither have nor be deemed to have any legal or
          equitable right, title or interest in the Purchase Price Escrow Funds
          or right to delivery thereof, (ii) Buyer shall retain all legal and
          equitable rights, title and interest in and to the Purchase Price
          Escrow Funds as the exclusive property of Buyer pending actual
          occurrence of the Closing and (iii) in any event, if this Agreement is
          earlier terminated for any reason, the Buyer shall be entitled to
          immediate return and delivery of the Purchase Price Escrow Funds free
          and clear of all claims of Sellers. Sellers and Buyer further
          acknowledge and agree that (i) Sellers shall neither have nor be
          deemed to have any legal or equitable right, title or interest in or
          to the Damages Escrow Funds or right to delivery thereof until either
         (x) a court of competent jurisdiction determines and finds by final
         order (that is not subject to appeal, review or rehearing, and as to
         which no appeal or petition for review or rehearing was filed or, if
         filed, remains pending) that the Closing did not occur as the proximate
         result of a material breach or default by Buyer of this Agreement
         (occurring when Sellers were not in material breach or default of the
         Agreement) or (y) all -- the conditions to Buyer's obligations to close
         under this Agreement are satisfied and the Closing actually occurs;
         (ii) Buyer shall retain all legal and equitable rights, title and
         interests in and to the Damages Escrow Funds as the exclusive property
         of Buyer unless Sellers' rights to delivery of the Damages Escrow Funds
         mature in accordance with the preceding "(i)" of this sentence; and
         (iii) in the event that this Agreement is earlier terminated (except
         pursuant to Section 6.2(c) due to a material breach or default by the
         Buyer of this Agreement, and the Sellers are not then in material
         breach or default of this Agreement), Buyer shall be entitled to
         immediate return and delivery of the Damages Escrow Funds free and
         clear of all claims of Sellers.


                                    ARTICLE 7
                   APPLICATION FOR COMMISSION AND HSR APPROVAL

7.1.      FILING AND PROSECUTION OF FCC APPLICATION. Buyer and the Sellers
          shall, not later than five (5) days after the Effective Time, join in
          applications to be filed with the Commission requesting its written
          consents to the assignments of the Licenses of the Stations from the
          License Subsidiaries to Buyer (or such other entity under common
          control with Buyer as Buyer may designate). The parties shall prepare
          their own portions of the applications. Buyer and the Sellers shall
          take all steps necessary to the expeditious prosecution of such
          applications to a favorable conclusion, using their reasonable best
          efforts throughout.

7.2.      EXPENSES. The parties shall bear their own legal, accounting and other
          expenses in connection with the consummation of the contemplated
          transaction. The parties shall cooperate with the preparation of the
          Commission applications and in connection with the prosecution of such
          applications. The filing fees shall be shared equally between the
          Sellers on the one hand and the Buyer on the other.

                                       24
<PAGE>

7.3.      DESIGNATION FOR HEARING. If, for any reason, any application for an
          assignment of any of the Licenses is designated for hearing by the
          Commission prior to grant thereof, the Buyer shall have the right by
          written notice within thirty (30) days of such designation for
          hearing, to exclude from the Acquired Assets those assets associated
          with the operation of the Station affected, and the Purchase Price
          payable hereunder shall be reduced by an amount equal to the Station
          Aggregate Value of the affected Station.

7.4.      TIME FOR COMMISSION CONSENT. Subject to the provisions of Section 7.3
          above, if the Commission has not given its written consents to the
          assignments of the Licenses set forth herein within five (5) months
          from the date of acceptance for filing of the applications for such
          assignments, any of the parties, if not then in default, may terminate
          this Agreement by giving written notice to the other parties. Upon
          such termination, if not otherwise in material breach or default of
          this Agreement, none of the parties shall have any right or liability
          hereunder and all Escrow Funds shall be returned to Buyer promptly.

7.5.      CONTROL OF STATIONS. Until Closing, Buyer shall not directly or
          indirectly, control, supervise, direct or attempt to control,
          supervise or direct the operations of the Stations, but such
          operations shall be the sole responsibility of the Sellers, subject to
          and consistent with all rules, regulations and policies of the FCC. On
          and after the Closing Date, the Sellers shall not directly or
          indirectly, control, supervise, direct or attempt to control,
          supervise or direct the operations of the Stations.

7.6.      SHARING INFORMATION. Each party hereto shall as promptly as possible,
          and in any event within five (5) business days, inform the other of
          any material communications between such party and the FCC or any
          other Governmental Authority regarding this Agreement or the
          transactions contemplated hereby. If any party receives a request for
          additional information or documentary material from any such
          Governmental Authority, then such party shall endeavor in good faith
          to make, or cause to be made, as promptly as practicable and after
          consultation with the other party, an appropriate response to such
          request.

7.7       HSR APPLICATION. Within five (5) days of the Effective Time, the
          parties shall complete any filing that may be required pursuant to HSR
          (the "HSR Filing"). Sellers and Buyer shall diligently take, or fully
          cooperate in the taking of, all necessary and proper steps, and
          provide any additional information reasonably requested in order to
          comply with the requirements of HSR. Buyer and Sellers shall each pay
          half of any necessary HSR filing fees, and each party shall be
          responsible for its own counsel fees.

                                    ARTICLE 8
                                     CLOSING

          Subject to the terms and conditions herein stated, the parties agree
          as follows:

8.1.      CLOSING DATE. The Closing of the transactions contemplated under this
          Agreement shall be held at such time and date as shall be mutually
          agreed by the Sellers and Buyer; provided, however, that in any event
          Buyer must close no later than five business (5) days 

                                       25
<PAGE>

          after the Commission grants its consent to the assignments of the
          Licenses and all other conditions to Closing shall have been satisfied
          in all material respects on or before the Closing Date. (The date
          scheduled, or required to be scheduled for Closing hereunder is
          referred to herein as the "Closing Date.") Unless otherwise agreed by
          the parties in writing, the Closing shall take place at Buyer's
          counsel's offices in Washington, D.C.

8.2.      THE SELLERS' OBLIGATIONS AT CLOSING.  At Closing, the Sellers shall 
          deliver to Buyer the following:

          (a)        An Assignment of the Licenses described in Schedule A,
                     Warranty Deeds as to the Owned Real Property and described
                     on Schedule B and an Assignment and Bill of Sale, or
                     similar instruments, including third party consents to all
                     "material" Leases and Agreements, transferring to Buyer all
                     other Acquired Assets to be transferred hereunder, free and
                     clear of all liens, encumbrances and restrictions of any
                     kind whatsoever, except as expressly provided for in this
                     Agreement or in the Leases and Agreements;

          (b)        The business records described in Section 1.7;

          (c)        An opinion of the Sellers' counsel, addressed to Buyer,
                     confirming the correctness of the Sellers' representations
                     made in Sections 3.1 and 3.2;

          (d)        A certificate of CBC's CEO verifying that the Sellers'
                     representations, warranties and covenants as provided
                     herein remain materially true and correct up to and through
                     the Closing Date;

          (e)        Certificates of Sellers' Secretary certifying as to
                     Sellers' Articles of Incorporation, By-Laws, and Board of
                     Directors approvals (all of which shall be attached
                     thereto);

          (f)        UCC  reports  dated  not  more  than  thirty  (30)  days  
                     prior to the Closing Date of the appropriate filing
                     officers in the jurisdictions specified in Schedule J
                     evidencing no judgments, financing statements, or liens on
                     file with respect to the Acquired Assets, and, if such
                     report evidences that judgments, financing statements, or
                     liens are on file with respect to any of the Acquired
                     Assets, a termination statement or other appropriate
                     document signed by the secured party or lienholder
                     evidencing the release or termination of such financing
                     statement or such lien or a pay-off letter from such
                     secured party or lienholder indicating that such party or
                     lienholder will provide such release or termination
                     statement upon receipt of payment from the proceeds of the
                     sale contemplated herein;

          (g)        Good and valid ALTA title insurance commitments dated
                     as of the Closing Date insuring the Sellers' title as fee
                     owner in each parcel of Owned Real Property; in each
                     instance, the title shall be insured by means of the
                     preferred policy used in the location where such real
                     estate exists, and each such policy, as to the insurer, 

                                       26
<PAGE>

                     the insured, the dollar limit and amount of coverage and
                     the exceptions and conditions thereof shall be, in all
                     respects, in form and substance reasonably satisfactory to
                     the Buyer;

          (h)        Internal Revenue Service Form 8594 completed by the Sellers
                     in connection with the acquisition of the Acquired Assets
                     by the Buyer;

          (i)        A check or checks, or other evidence of payment acceptable
                     to Buyer, with respect to the expenses payable by Sellers,
                     if any, on the Closing Date in accordance with the
                     Agreement;

          (j)        Such other documents and instruments as might reasonably be
                     requested by Buyer to consummate the transaction
                     contemplated hereunder consistent with the intent expressed
                     herein; and

          (k)        Escrow instructions releasing the Damages Escrow Funds to 
                     Buyer.

          (l)        The Non-Competition Agreement executed by Dahl.

8.3.      BUYER'S OBLIGATIONS AT CLOSING.  At Closing, Buyer shall deliver to 
          CBC the following:

          (a)        The Purchase Price in the manner set forth in Section 2.2;

          (b)        An Agreement to assume the obligations of Sellers under the
                     Leases and Agreements with respect to periods of time from
                     and after Closing;

          (c)        An opinion of Buyer's counsel, addressed to the Sellers,
                     confirming the correctness of certain of the Buyer's
                     representations made in Section 4.1;

          (d)        Internal Revenue Service Form 8594 completed by the Buyer
                     in connection with the acquisition of the Acquired Assets
                     from the Sellers;

          (e)        A check or checks, or other evidence of payment acceptable
                     to Sellers, with respect to the expenses payable by Buyer,
                     if any, on the Closing Date in accordance with the
                     Agreement; and

          (f)        Such other documents and instruments as might reasonably be
                     requested by Sellers to consummate the transactions
                     contemplated hereunder consistent with the intent expressed
                     herein.

8.4.      CONDITIONS TO OBLIGATIONS OF BUYER. The obligations of Buyer to
          consummate the transaction herein contemplated at Closing are subject
          to and conditioned upon:

          (a)        The written consents of the Commission to the assignments
                     of the Licenses to Buyer subject to the provisions of
                     Section 7.3 above, provided that any such approvals are
                     without any condition that is materially adverse to Buyer;

                                       27
<PAGE>

          (b)        The satisfaction at or before Closing in all material
                     respects of all agreements, obligations and conditions of
                     the Sellers hereunder required to be performed or complied
                     with by them on or before Closing;

          (c)        The material accuracy of the representations and warranties
                     made by the Sellers;

          (d)        Written third party consents to all material Leases and
                     Agreements where required by the terms of the Lease or
                     Agreement or substitution by Sellers of substantially
                     equivalent rights without materially adverse impact upon
                     Buyer's enjoyment of the Acquired Assets;

          (e)        There shall not be in effect any judgment, order,
                     injunction or decree of any court of competent jurisdiction
                     enjoining the consummation of the transactions contemplated
                     hereby;

          (f)        The LMA shall have become effective in accordance with the
                     terms and conditions thereof and, from and after the date
                     the LMA first becomes effective through and including the
                     Closing Date, the LMA shall have not been terminated due to
                     the Sellers' breach thereof; and

          (g)        Receipt of approval to the HSR Filing.

8.5.      CONDITIONS TO OBLIGATIONS OF THE SELLERS. The obligations of the
          Sellers to consummate the transaction herein contemplated at Closing
          are subject to and conditioned upon:

          (a)        Subject to the provisions of Section 7.3 above, the written
                     consents of the Commission evidencing its Final Approvals
                     to the assignments of the Licenses to Buyer, provided that
                     any such approval is without any conditions that are
                     materially adverse to the Sellers;

          (b)        The satisfaction at or before Closing in all material
                     respects of all agreements, obligations and conditions of
                     Buyer hereunder required to be performed or complied with
                     by it at or before the Closing;

          (c)        The material accuracy of the representations and warranties
                     made by Buyer;

          (d)        There shall not be in effect any judgment, order,
                     injunction or decree of any court of competent jurisdiction
                     enjoining the consummation of the transactions contemplated
                     hereby;

          (e)        The LMA shall have become effective in accordance with the
                     terms and conditions thereof and, from and after the date
                     the LMA first becomes effective through and including the
                     Closing Date, the LMA shall have not been terminated due to
                     the Buyer's breach thereof;

                                       28

<PAGE>

          (f)        The termination of the CRN Agreement; and.

          (g)        Receipt of approval to the HSR Filing.

                                       29
<PAGE>

                                    ARTICLE 9
                            MISCELLANEOUS PROVISIONS

9.1.      SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES. All
          representations, warranties and covenants of Sellers contained in this
          Agreement shall survive for a period of twenty-four (24) months after
          the Closing Date.

9.2.      EXECUTION OF DOCUMENTS. The parties agree to execute all applications,
          documents and instruments which may be necessary for the consummation
          of the transactions contemplated hereunder, or which might be from
          time to time reasonably requested by any party hereto in connection
          therewith, whether before or after the date of Closing.

9.3.      NOTICES. All notices, requests, elections, demands and other
          communications given pursuant to this Agreement shall be in writing
          and shall be duly given when delivered personally or by facsimile
          transmission (upon receipt of confirmation) or when deposited in the
          mail, certified or registered mail, postage prepaid, return receipt
          requested, and shall be addressed as follows:

          If to the Sellers
          (or any of them): Children's Broadcasting Corporation
                            724 First Street North, Fourth Floor
                            Minneapolis, Minnesota 55401
                            Attention: Mr. Christopher T. Dahl
                            Facsimile Number: (612) 338-4318

             with copy to:  Children's Broadcasting Corporation
                            724 First Street North, Fourth Floor
                            Minneapolis, Minnesota 55401
                            Attention: Lance W. Riley, Esq.
                            Facsimile Number: (612) 330-9558

          If to Buyer:      Radio Unica Corp.
                            8400 N.W. 52nd Street, Suite 101
                            Miami, Florida 33166
                            Attention: Mr. Joaquin F. Blaya
                            Facsimile Number (305) 463-5001

                                       30
<PAGE>

             with copy to:  Mr. Andrew Goldman
                            4 Miller Circle
                            Armonk, NY 10504
                            Facsimile Number (914) 273-0885

             and to:        Skadden, Arps, Slate, Meagher & Flom LLP
                            1440 New York Avenue, N.W.
                            Washington, D.C. 20005
                            Attention: John C. Quale, Esq.
                            Facsimile Number: (202) 371-7475

9.4.      EXHIBITS AND SCHEDULES. All Exhibits and Schedules referred to herein
          are incorporated into this Agreement by reference for all purposes and
          shall be deemed part of this Agreement.

9.5.      ENTIRE AGREEMENT. This Agreement together with all Exhibits and
          Schedules referred to herein, and the LMA contain all of the terms and
          conditions agreed upon by the parties hereto with respect to the
          transactions contemplated hereunder. No modification or amendment to
          any provision in this Agreement shall be effective unless made in
          writing and signed by the parties hereto.

9.6.      ASSIGNABILITY. None of the parties may assign their rights or
          obligations under this Agreement without the prior written consent of
          the other parties, except that the Buyer may make an assignment to an
          entity under essentially common control as the assigning entity.

9.7.      BINDING  EFFECT.  This Agreement  shall be binding upon and inure to 
          the benefit of the representatives, heirs, estates, successors, and
          assigns of the parties hereto.

9.8.      HEADING.  The headings  contained in this  Agreement are for  
          reference only and shall not effect in any way the meaning or
          interpretation of this Agreement.

9.9.      COUNTERPARTS. This Agreement and any other instrument to be signed by
          the parties hereto may be executed by the parties, together or
          separately, in two or more identical counterparts, each of which shall
          be deemed an original, but all of which together shall constitute but
          one and the same instrument.

9.10.     GOVERNING LAW; ARBITRATION. This Agreement shall be governed by and
          construed in accordance with the laws of the State of Delaware. Any
          dispute arising under or related to this Agreement shall be resolved
          by binding arbitration in Wilmington, Delaware in accordance with the
          then existing Rules of Practice and Procedure of Judicial Arbitration
          & Mediation Services, Inc., and any judgment upon any award rendered
          by the arbitrator(s) may be entered by any State or Federal court
          having jurisdiction thereof. The prevailing party shall be awarded all
          of its legal fees, disbursements and costs of arbitration.

                                       31
<PAGE>

9.11.     BROKER COMMISSION. The Sellers and Buyer each represent to the other
          that they have not engaged a broker in connection with the
          contemplated transaction, except that CBC has engaged Star Media
          Group, Inc., and Buyer has engaged Ted Hepburn Company and each party
          agrees to pay the respective commissions owed under such engagements
          and agrees to indemnify and hold the other party or parties harmless
          against any claims made by a broker through it or them in connection
          with the transactions contemplated hereunder.

9.12.     SALES TAX. Any sales tax, including bulk sales taxes (if applicable),
          due upon consummation of this transaction will be computed at Closing
          and paid by the Seller and any claims or proceedings arising therefrom
          shall be the sole responsibility of Sellers. Sellers agree to
          indemnify and hold Buyer harmless against any such claims in
          connection with the transactions contemplated hereunder.

9.13.     PUBLIC  ANNOUNCEMENTS.  Sellers  and Buyer  shall  consult  with each 
          other before making any public statements with respect to this
          Agreement, the other Transaction Documents or the transactions
          contemplated herein or therein and shall not issue any such press
          release or make any such public statement without the prior written
          consent of the other party, which shall not be unreasonably withheld,
          conditioned or delayed; provided, however, that a party may, without
          the prior consultation with or written consent of the other party,
          issue such press release or make such public statement as may be
          required by applicable law if it has used all reasonable efforts to
          consult with the other party and to obtain such party's consent but
          has been unable to do so in a timely manner.

9.14.     MAIL. Sellers hereby authorize and empower Buyer from and after the
          Closing Date (a) to receive and open mail addressed to the Stations
          and (b) to deal with the contents thereof in any manner Buyer sees
          fit, provided such mail and the contents thereof relate to the
          Stations or the Acquired Assets. Sellers agree to deliver to Buyer any
          mail, checks or other documents received by them pertaining to the
          Stations or the Acquired Assets. Buyer agrees to deliver to Sellers
          any mail which it receives to which it is not entitled by reason of
          this Agreement or otherwise and to which Sellers is entitled.

9.15.     CLAUSES SEVERABLE. The provisions of this Agreement are severable. If
          any provision of this Agreement or the application thereof to any
          person or circumstance is held invalid, the provision or its
          application shall be modified to the extent possible to reflect the
          expressed intent of the parties but in any event, invalidity shall not
          affect other provisions or applications of this Agreement which can be
          given effect without the invalid provision or application.


                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                                       32
<PAGE>


          IN WITNESS WHEREOF, the parties hereto, by their properly authorized

representatives, have caused this Agreement to be executed as of the day and 

date first above written.

CHILDREN'S BROADCASTING
   CORPORATION                                   RADIO UNICA CORP.


BY: /s/ James G. Gilbertson                      BY: /s/ Joaquin F. Blaya
   -----------------------------                     ---------------------------

ITS: COO                                         ITS: President
  -----------------------------                     ---------------------------

CHILDREN'S RADIO OF DALLAS, INC.                 KAHZ-AM, INC.


BY: /s/ James G. Gilbertson                      BY: /s/ James G. Gilbertson
  -----------------------------                     ---------------------------

ITS: COO                                         ITS: COO
  -----------------------------                     ---------------------------

CHILDREN'S RADIO OF PHOENIX, INC.                KIDR-AM, INC.


BY: /s/ James G. Gilbertson                      BY: /s/ James G. Gilbertson
  -----------------------------                     ---------------------------

ITS: COO                                         ITS: COO
  -----------------------------                     ---------------------------

CHILDREN'S RADIO OF NEW YORK, INC.               WJDM-AM, INC.


BY: /s/ James G. Gilbertson                      BY: /s/ James G. Gilbertson
  -----------------------------                     ---------------------------

ITS: COO                                         ITS: COO
  -----------------------------                     ---------------------------
                                       33