<PAGE>

                                                                   Exhibit 10.21

                           Asset Purchase Agreement

     THIS ASSET PURCHASE AGREEMENT (this "Agreement"), is made this 31/st/ day
of January, 2001 by and between NEXTMEDIA OPERATING, INC., or its successors or
assigns, a Delaware corporation ("Buyer") and FAIRVIEW RADIO, INC., a
Pennsylvania corporation ("Seller").

                             W I T N E S S E T H :

     WHEREAS, Seller holds a construction permit ("CP") for a new FM broadcast
station to operate on channel 230A at Fairview, Pennsylvania (said broadcast
station, whether constructed or unconstructed, is hereafter referred to as the
"Station"); and

     WHEREAS, Seller desires to sell the Station and substantially all of the
assets used or held for use in the operation of the Station and Buyer desires to
purchase the Station and substantially all of the assets used or held for use in
the operation of the Station, in accordance with the terms and conditions set
forth in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto, intending to
be legally bound hereby agree as follows:

                                   ARTICLE 1

                              PURCHASE OF ASSETS
                              ------------------

     1.1. Transfer of Assets.  On the terms and subject to the conditions hereof
          ------------------
and subject to Section 1.2, on the Closing Date (as hereinafter defined), Seller
shall assign, transfer, convey and deliver to Buyer and Buyer shall acquire and
assume from Seller, all of the right, title and interest

                                       1
<PAGE>

of Seller in and to all of the following assets, properties, interests and
rights of Seller (collectively, the "Station Assets"), free and clear of all
liens, claims, or encumbrances (as hereinafter defined):

          1.1.1  All of Seller's rights in and to the licenses, permits and
other authorizations issued to Seller by any governmental authority, including
those issued by the Federal Communications Commission (the "FCC") (hereafter
referred to collectively as the "Station Licenses"), used in connection with the
operation of the Station, along with modifications of such items between the
date hereof and the Closing Date, including but not limited to those listed in
Schedule 1.1.1 hereto (it being the parties' understanding that, if the Station
is unbuilt, these Station Licenses may be limited to the CP and any
modifications to the CP);

          1.1.2  All tangible personal property of every kind and description,
and Seller's rights therein, owned, leased or held by Seller and used in or
useful to the operation of the Station, including but not limited to those items
described or listed in Schedule 1.1.2 hereto;

          1.1.3  All of Seller's rights in and under those contracts,
agreements, leases and legally binding contractual rights of any kind, written
or oral, relating to the Station ("Contracts") including those that are listed
in Schedule 1.1.3 hereto.

          1.1.4  All of Seller's rights in and to all intangible personal
property held or used in connection with the Station, including but not limited
to those listed in Schedule 1.1.4 hereto;

          1.1.5  All of Seller's rights in and to all the files, documents,
records, and books of account relating to the Station or the Station Assets, but
excluding records relating solely to any Excluded Asset (as hereinafter
defined);

                                       2
<PAGE>

     1.2  Excluded Assets.  Notwithstanding anything to the contrary contained
          ---------------
herein, it is expressly understood and agreed that the Station Assets shall not
include the following assets or any right, title or interest therein (the
"Excluded Assets"):

          1.2.1  All cash, marketable securities, and cash equivalents of Seller
on hand and/or in banks;

          1.2.2  All accounts receivable or notes receivable of Seller.

          1.2.3  All tangible and intangible personal property of Seller
disposed of or consumed in the ordinary course of business of Seller between the
date hereof and the Closing Date, as permitted hereunder;

          1.2.4  All Contracts that have terminated or expired on or prior to
the Closing Date in the ordinary course of business of Seller;

          1.2.5  Seller's corporate seals, minute books, charter and/or
partnership documents, corporate stock record books and such other books and
records as pertain to the organization, existence, share capitalization or
partnership interests of Seller and duplicate copies of such financial records
as are necessary to enable Seller to file its tax returns and reports as well as
any other records or materials relating to Seller generally;

          1.2.6  Contracts of insurance and all insurance proceeds or claims
made by Seller arising or related to the Station Assets prior to Closing (except
to the extent made after the date hereof with respect to Station Assets);

          1.2.7  The Employee Benefit Plans (as hereinafter defined) and the
assets thereof;

          1.2.8  All contracts not listed in Schedule 1.1.3 that are not assumed
under Section 2.1 hereof.

                                       3
<PAGE>

          1.2.9     Those specific assets identified on the Excluded Assets
Schedule attached to this Agreement as Schedule 1.2.9;

          1.2.10    All of Seller's rights in and to all causes of action;

          1.2.11    All tax refunds relating to the period prior to the Closing
(as hereinafter defined);

                                   ARTICLE 2

                           ASSUMPTION OF OBLIGATIONS
                           -------------------------

     2.1  Assumption of Obligations.
          -------------------------

          2.1.1  After Closing.  Subject to the provisions of this Section 2.1
                 -------------
and Section 2.2, on the Closing Date, Buyer shall assume the obligations of
Seller arising or to be performed after the Closing Date under the Contracts
referred to in Section 1.1.3 hereto in effect on the Closing Date, and all
liabilities and obligations that arise from the ownership or operation of the
Station Assets after the Closing Date. All of the foregoing liabilities and
obligations shall be referred to herein collectively as the "Assumed
Liabilities."

          2.1.2  After August 31, 2000.  Assumed Liabilities shall include up to
                 ---------------------
Five Thousand Dollars ($5,000.00) in Seller's out-of-pocket legal, technical and
administrative expenses incurred between August 31, 2000 and the date hereof.

          2.1.3  After the Date Hereof.  Assumed Liabilities shall include all
                 ---------------------
liabilities incurred after the date hereof and associated with the cost of
acquiring or leasing the tower, transmitter, antenna and transmission line in
connection with the assets purchased or leased under Sections 1.1.2 and 1.1.3
and Schedules 1.1.2 and 1.1.3 hereto.

                                       4
<PAGE>

          2.1.4  Operating Costs.  In the event that the Station commences
                 ---------------
operation at any time before a Closing shall have occurred hereunder, the Buyer
agrees to pay, satisfy, discharge, perform or guaranty any indebtedness
associated with the Seller's costs, expenses, liabilities or obligations
incurred in connection with the operation of the Station.  Subject to Buyer's
compliance with all applicable FCC rules, regulations and policies, Buyer may,
at its option, satisfy its obligations under this subsection by entering into a
time brokerage agreement that provides Seller sufficient funds to cover Seller's
costs, expenses, liabilities and obligations incurred in connection with the
operation of the Station.

     2.2  Retained Liabilities.  Notwithstanding anything contained in this
          --------------------
Agreement to the contrary, Buyer does not assume or agree to pay, satisfy,
discharge or perform, and will not be deemed by virtue of the execution and
delivery of this Agreement or any document delivered at the execution of this
Agreement, or as a result of the consummation of the transactions contemplated
by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge
or perform, any liability or obligation of the Seller other than the Assumed
Liabilities, including any of the following liabilities or obligations of the
Seller  incurred on or before August 31, 2000 (the "Retained Liabilities"):

          (a)  All obligations or liabilities of Seller or any predecessor or
Affiliate (as hereinafter defined) of Seller which relate to any of the Excluded
Assets;

          (b)  Other than taxes expressly allocated pursuant to other provisions
of this Agreement, tax liabilities of any and all kinds (federal, state, local,
and foreign) of Seller, including, without limitation, any liabilities for taxes
on or measured by income, liabilities for withheld federal and state income
taxes and employee F.I.C.A. (Federal Insurance Contribution Act) or employer

                                       5
<PAGE>

F.I.C.A., and liabilities for income taxes arising as a result of the transfer
of the Station Assets or otherwise by virtue of the consummation of the
transactions contemplated hereby.

          (c)  All liabilities or obligations of Seller owed to any of Seller's
Affiliates;

          (d)  All liabilities or obligations arising out of any breach by
Seller or any predecessor or Affiliate of Seller of any of the terms or
conditions of any provision of any Contract;

          (e)  All liabilities and obligations of Seller or any predecessor or
Affiliate of Seller resulting from, caused by or arising out of, any violation
of law;

          (f)  Any claims, liabilities, and obligations of Seller as an
employer, including, without limitation, liabilities for wages, supplemental
unemployment benefits, vacation benefits, severance benefits, retirement
benefits, COBRA benefits, FAMLA benefits, WARN obligations and liabilities, or
any other employee benefits, withholding tax liabilities, workers' compensation,
or unemployment compensation benefits or premiums, hospitalization or medical
claims, occupational disease or disability claims, or other claims attributable
in whole or in part to employment or termination by Seller or arising out of any
labor matter involving Seller as an employer, and any claims, liabilities and
obligations arising from or relating to the Employee Benefit Plans.

          (g)  Any claims, liabilities, losses, damages, or expenses relating to
any litigation, proceeding, or investigation of any nature arising out of the
operation of the Station on or prior to the Closing Date including, without
limitation, any claims against or any liabilities for injury to or death of
persons or damage to or destruction of property, any workers' compensation
claims, and any warranty claims.

          (h)  Except as provided in Section 3.3, any accounts payable,  other
indebtedness, obligations or accrued liabilities of Seller, except for the
Assumed Liabilities.

                                       6
<PAGE>

          (i)  Any liabilities or obligations resulting from the failure to
comply with or imposed pursuant to any environmental protection, health, or
safety laws or regulations or resulting from the generation, storage, treatment,
transportation, handling, disposal, release of hazardous substances, solid
wastes, and liquid and gaseous matters by Seller and by any other person in
relation to Seller or the Station, including, without limitation, any liability
or obligation for cleaning up waste disposal sites from or related to acts or
omissions on or prior to the Closing Date.

                                   ARTICLE 3

                                 CONSIDERATION
                                 -------------

     3.1  Delivery of Consideration.
          -------------------------

          3.1.1   In exchange for the Station Assets, in addition to the
assumption of certain obligations of Seller pursuant to Section 2.1 above, Buyer
shall, subject to Articles 11 and 12 hereof, at the Closing deliver to Seller:
Three Million Seven Hundred Thousand Dollars ($3,700,000.00) by wire transfer of
immediately available funds, subject to adjustment pursuant to Section 3.3
hereof (the "Purchase Price").  Other than as provided in Section 3.3, there
shall be no further Purchase Price adjustments.

          3.1.2   The Purchase Price shall be paid to Seller in the amounts and
to the accounts of Seller specified in written wiring instructions delivered to
Buyer at least ten days prior to the Closing Date (the "Wiring Instructions").

     3.2  Allocation of Consideration.

          3.2.1   Within thirty (30) days after the Closing Date, Sellers and
Buyer shall negotiate in good faith an allocation of the total consideration
among the Station's Assets (the "Allocation").  If the Allocation is not agreed
upon within thirty (30) days after the Closing Date,

                                       7
<PAGE>

Buyer will order an appraisal of the Stations Assets from Broadcast Investments
Analysts ("BIA") and BIA will determine the Allocation. The appraisal, if
required, shall be provided to Sellers within forty five (45) days after it is
ordered. Buyer and Sellers agree to prepare and file all income taxes returns
(including, if applicable, Form 8594) in a manner consistent with the Allocation
and will not in connection with the filing of such returns make any allocation
that is contrary to the Allocation. Buyer and Sellers agree to consult with each
other with respect to all issues related to the Allocation in connection with
any tax audits, controversy or litigation. The fees for BIA shall be borne
equally by Buyer and Sellers.

     3.3  Allocations and Prorations.

          3.3.1   Subject to Buyer's obligations under Section 2.1 hereof, any
operation of the Station and the income and expenses attributable thereto
through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the
account of Seller and thereafter shall be for the account of Buyer. Expenses for
goods and services received both before and after the Effective Time, utilities
charges, ad valorem, real estate, property and other taxes (other than income
taxes, which shall be Seller's sole responsibility for all taxable periods
ending prior to and including the Closing Date, and those taxes arising from the
sale and transfer of the Station Assets, which shall be paid as set forth in
Section 13.2), income and expenses under the Contracts, prepaid expenses, music
and other license fees (including any retroactive adjustments thereof), wages,
salaries, and other employee benefit expenses (whether such wages, salaries or
benefits are current or deferred expenses) (including, without limitation,
liabilities accrued up to the Effective Time for bonuses, commissions, vacation
pay, payroll taxes, workers' compensation and social security taxes) and rents
and similar prepaid and deferred items shall be prorated between Seller and
Buyer in accordance with the foregoing.

                                       8
<PAGE>

Notwithstanding the foregoing, no proration shall be made with respect to (i)
severance or sick leave with respect to any employee or (ii) any prepaid expense
or other deferred item unless Buyer will receive a benefit in respect of such
prepayment or deferral after the Effective Time. For purposes of this Section
3.2.1, ad valorem and other real estate taxes shall be apportioned on the basis
of the taxes assessed for the most recently-completed calendar year, with a
reapportionment as promptly as practicable after the tax rates and real property
valuations for the calendar year in which the Closing occurs can be ascertained.
In addition, Buyer shall be entitled to a credit in this proration process for
the amount of any taxes (or other governmental charges) that are due and payable
by Seller, but are being contested by Seller in good faith in appropriate
proceedings and are secured by Liens (as hereinafter defined) on the Station
Assets that have not been removed as of or before the Closing (but once such
amounts are finally determined, Buyer shall use such credit to remove such Liens
and return to Seller the excess of (i) the amount of such credit minus (ii) the
                                                                 -----
amount of such taxes or other governmental charges as finally determined, or
Seller shall pay to Buyer the deficiency, as appropriate).

          3.3.2   Allocation and proration of the items set forth in Subsection
3.2.1 above shall be made by Buyer and a statement thereof given to Seller
within thirty (30) days after the Closing Date. Seller shall give written notice
of any objection thereto within twenty (20) business days after delivery of such
statement, detailing the reason for such objection and stating the amount of the
proposed final allocation and proration. If a timely objection is made and the
parties cannot reach agreement within thirty (30) days after receipt of the
objection as to the amount of the final allocation and proration, the matter
shall be referred to Arthur Andersen, L.L.P. (the "IndependentAuditor") to
resolve the matter, whose decision will be final and binding on the parties, and
whose fees and

                                       9
<PAGE>

expenses shall be borne by Buyer and Seller in accordance with the following:
each party shall pay an amount equal to the sum of all fees and expenses of the
Independent Auditor on a proportional basis taking into account the amount of
the net allocation and proration proposed by each of Buyer and Seller and the
amount of the final allocation and proration determined by the Independent
Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller
proposed a payment of $100, and the Independent Auditor proposed a payment of
$30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would
pay 70/90ths of those fees based on the $90 in dispute between the parties).

                                   ARTICLE 4

                                    CLOSING
                                    -------

     4.1. Closing.  The consummation of the transactions contemplated herein
          -------
(the "Closing") shall occur, except as otherwise mutually agreed upon by Buyer
and Seller (i) within ten (10) business days after the FCC Consents (as
hereinafter defined) to the assignment of the Station License has become a Final
Order (as hereinafter defined) or (ii) at such later date that all other terms
and conditions as set forth in Articles 11 and 12 have been satisfied, or such
other date as may be mutually agreed to by the parties ("Closing Date").  For
purposes of the Agreement, "Final Order" means action by the FCC consenting to
the assignments contemplated by this Agreement which is not reversed, stayed,
enjoined, set aside, annulled or suspended, and with respect to which action no
timely request for stay, petition for rehearing, or reconsideration, application
for review or appeal is pending, and as to which the time for filing any such
request, petition or appeal or reconsideration by the FCC on its own motion has
expired.   The Closing shall be held in the offices of Leibowitz

                                       10
<PAGE>

& Associates, P.A., One SE Third Avenue, Suite 1450, Miami, Florida, 33131, or
at such place as the parties hereto may agree.

                                   ARTICLE 5

                             GOVERNMENTAL CONSENTS
                             ---------------------

     5.1  FCC Consent.   It is specifically understood and agreed by Buyer and
          -----------
Seller that the Closing and the assignments of the Station Licenses and the
transfer of the Station Assets are expressly conditioned on and are subject to
the prior consent and approval of the FCC ("FCC Consents").

     5.2  FCC Applications.  Within ten (10) business days after the execution
          ----------------
of this Agreement or such earlier time as shall be agreed to by all of the
parties hereto, Buyer and Seller shall file applications with the FCC for the
FCC Consent ("FCC Applications"). Buyer and Seller shall prosecute the FCC
Applications with all reasonable diligence and otherwise use their best efforts
to obtain the FCC Consent as expeditiously as practicable, (but neither Buyer
nor Seller shall have any obligation to satisfy complainants or the FCC by
taking any steps which would have a material adverse effect upon Buyer or
Seller).

                                   ARTICLE 6

                   REPRESENTATIONS AND WARRANTIES OF SELLER
                   ----------------------------------------

     6.1  Representations and Warranties of Seller.  Seller represents and
          ----------------------------------------
warrants to the Buyer the following:

          6.1.1  Organization, Good Standing, Etc.  (a)  Seller is a corporation
                 --------------------------------
duly organized and validly existing under the laws of its jurisdiction of
incorporation or organization, has all requisite corporate power and authority
to own, lease and operate its properties and to carry on its

                                       11
<PAGE>

business as now being conducted and is duly qualified to do business in each
jurisdiction in which the nature of its business or the ownership or leasing of
its properties makes such qualification necessary.

                (b) The Seller has all requisite corporate power and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Seller and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of Seller. This Agreement has been
duly executed and delivered by Seller and constitutes the legal, valid and
binding obligations of Seller, enforceable against it in accordance with its
terms.

          6.1.2 Authority.  Assuming the consents contemplated by Sections 6.1.2
                ---------
and 6.1.14 are obtained, neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby (i) violate,
conflict with or result in any breach of any provision of the Certificates or
Articles of Incorporation or Bylaws of Seller, (ii) violate, conflict with or
will result in a violation or breach of, or constitute a default (with or
without due notice or lapse of time or both) under, or permit the termination
of, or will result in the acceleration of, or entitle any party to accelerate
(whether as a result of the sale of the Station Assets or otherwise) any
material obligation, or result in the loss of any material benefit, or give rise
to the creation of any material lien, charge, security interest or encumbrance
upon any of the properties or assets of Seller or any of their subsidiaries
under any of the terms, conditions or provisions of any loan or credit
agreement, note, bond, mortgage, indenture or deed of trust, or any material
license, lease, agreement or other material instrument or obligation to which
any of them is a party or by which they or any of their properties or assets may
be bound or affected; (iii) violate any order, writ, judgment, injunction,

                                       12
<PAGE>

decree, statute, rule or regulation, of any court, administrative agency or
commission or other governmental authority or instrumentality (a "Governmental
Entity") applicable to Seller or any of its respective properties or assets. No
consent, approval, order or authorization of, or registration, declaration or
filing with, any Governmental Entity is required by or with respect to the
Seller in connection with the execution and delivery of this Agreement by the
Seller or the consummation by the Seller of the transactions contemplated
hereby, except for the consents of the FCC to the assignments of the Station
Licenses.

          6.1.3     [INTENTIONALLY OMITTED]

          6.1.4     [INTENTIONALLY OMITTED]

          6.1.5     Compliance with Applicable Laws; FCC Matters.  (i) Except as
                    --------------------------------------------
permitted or contemplated hereby, any operation of the Station will be conducted
in substantial compliance with each law, ordinance, regulation, judgment,
decree, injunction, rule or order of the FCC or any other Governmental Entity
binding on Seller, the Station or their respective properties or assets to the
extent failure to so comply could be reasonably expected to have a material
adverse effect. No investigation or review by any Governmental Entity with
respect to Seller or the Station is pending or, to the Seller's knowledge, is
threatened. Without limiting the generality of the foregoing and with respect to
the Station, the Station complies in all material respects with the
Communications Act of 1934, as amended (the "Communications Act"), all
applicable rules, regulations and written policies of the FCC thereunder, all
obligations with respect to equal opportunity under applicable law, and all
rules and regulations of the FCC and the Federal Aviation Administration
applicable to any towers used by the Station (including all rules regulating
hazards to air navigation, registration of radio towers, and exposure of humans
to non-ionizing radio frequency radiation).  In addition, the

                                       13
<PAGE>

Station has duly and timely filed, or caused to be filed, with the appropriate
Governmental Entities all reports, statements, documents, registrations, filings
or submissions with respect to any operation of the Station and the ownership
thereof, including, without limitation, applications for renewal of authority
required by applicable law to be filed. All such filings complied in all
material respects with applicable laws when made and no material deficiencies
have been asserted with respect to any such filings. All the material required
by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the
Station is in such files. Seller has no knowledge of any fact or circumstance
relating to Seller or the Station arising from noncompliance with the
Communications Act, or the rules, regulations or written policies of the FCC in
effect on the date of this Agreement that could reasonably be expected to
disqualify the Seller from assigning the Station Licenses to the Buyer.

          (ii) Schedule 1.1.1 lists (x) all licenses, permits and other
authorizations (including all STL licenses and construction permits) issued by
the FCC relating to the Station as of the date of this Agreement and (y) all
licenses, permits, or authorizations issued by any other Governmental Entities
which are material to the operation of the Station as of the date of this
Agreement.  Such licenses, permits and authorizations, and all applications for
modification, extension thereof or for new licenses, permits, permissions or
authorizations that would be material to the operations of the Station, are
collectively referred to herein as the Station Licenses (as further defined in
Section 1.1.1), each of which is in full force and effect. The Station, if
operated, has been operated in all material respects in accordance with the
terms of the Station Licenses.  Except for proceedings affecting the radio
broadcast industry generally, there are no proceedings pending or, to the
Seller's knowledge, threatened with respect to ownership or operation of the
Station which reasonably may be expected to result in the revocation, material
adverse modification, non-renewal

                                       14
<PAGE>

or suspension of any of the Station Licenses, the denial of any pending
applications for Station Licenses, the issuance of any cease and desist order,
or the imposition of any administrative actions by the FCC or any other
Governmental Entity with respect to the Station Licenses, or which reasonably
may be expected to adversely affect the Station's ability to operate or the
Buyer's ability to obtain assignment of the Station Licenses. If operating, the
Station operates (a) in conformity with its license; and (b) within the
operating power tolerances specified in 47 C.F.R. (S) 73.1560(b).

          6.1.6     Litigation.  Except as disclosed on Schedule 6.1.6, (i)
                    ----------
there is no action, suit, inquiry, judicial or administrative proceeding, or
arbitration pending or, to the knowledge of the Seller, threatened against the
Seller or the Station or any of their respective properties or assets by or
before any arbitrator or Governmental Entity nor, to the Seller's actual
knowledge, are there any investigations relating to Seller or the Station or any
of their respective properties or assets pending or threatened by or before any
arbitrator or Governmental Entity; (ii) there is no judgment, decree,
injunction, or order of any Governmental Entity or arbitrator outstanding
against the Seller or the Station or any of their respective properties or
assets and; (iii) there is no action, suit, inquiry, judicial or administrative
proceeding pending or, to the knowledge of the Seller, threatened against the
Seller or the Station by a third party relating to the Seller or the Station
Assets or the transactions contemplated by this Agreement.

          6.1.7     [INTENTIONALLY OMITTED]

          6.1.8.    [INTENTIONALLY OMITTED]

          6.1.9     Personal Property.  Schedule 1.1.2 hereto contains a list of
                    -----------------
all material tangible personal property and assets owned or held by Seller, and
used  in the conduct of the business and/or operation of the Station. Except as
disclosed in Schedule 1.1.2, at Closing Seller

                                       15
<PAGE>

shall own and will have good and marketable title to all property referred to in
the immediately preceding sentence and none of such property is, or at the
Closing will be, subject to any Liens, other than Permitted Liens.

          6.1.10    Liens and Encumbrances.  All properties and assets relating
                    ----------------------
to the Station, including leases, owned by Seller, are free and clear of all
liens, pledges, claims, security interests, restrictions, mortgages, tenancies
and other possessory interests, conditional sale or other title retention
agreements, assessments, easements, rights of way, covenants, restrictions,
rights of first refusal, defects in title, encroachments, options or
encumbrances of any kind (collectively, "Liens") except (a) statutory Liens
securing payments not yet delinquent or the validity of which are being
contested in good faith by appropriate actions, (b) Liens for taxes not yet
delinquent, (c) Liens securing indebtedness, all of which Liens will be
discharged by Seller at the Closing upon repayment of all amounts due and owing,
except with respect to the Assumed Liabilities, (d) Liens incurred in the usual
and normal conduct of the business of the Station,  which in the aggregate do
not materially detract from the value or materially impair the present and
continued use of the properties or assets subject thereto, (e) Liens on leases
arising from the provisions of such leases and (f) zoning ordinances and other
easements, rights-of-way, covenants and restrictions of record (the Liens
referred to in clauses (a) through (f) being "Permitted Liens").

          6.1.11    [INTENTIONALLY OMITTED]

          6.1.12    Taxes. (a) All Tax Returns (as hereinafter defined) that are
                    -----
required to be filed on or before the execution of this Agreement by Seller have
been duly filed on a timely basis under the statutes, rules and regulations of
each applicable jurisdiction. All such Tax Returns are complete and accurate.
Except as set forth on Schedule 6.1.12, all Taxes, whether or not reflected on
the Tax

                                       16
<PAGE>

Returns, which are due with respect to the Seller and any Affiliates have been
timely paid by the Seller and/or any such Affiliate, whether or not such Taxes
are disputed. For the purposes of this Section, Affiliates shall mean any entity
that files a consolidated tax return with the Seller.

          (b)  No claim for assessment or collection of Taxes has been asserted
against the Seller or any Affiliate.  Neither the Seller nor any Affiliate is a
party to any pending audit, action, proceeding or investigation by any
Governmental Entity for the assessment or collection of Taxes, and neither
Seller nor any Affiliate has knowledge of any threatened audit, action,
proceeding or investigation.

          (c)  Neither Seller nor any Affiliate has waived or extended any
statutes of limitation for the assessment or collection of Taxes. No claim has
ever been made by a Governmental Entity in a jurisdiction where Seller or any
Affiliate does not currently file Tax Returns that Seller or any Affiliate of
Seller is or may be subject to taxation by that jurisdiction. Seller or its
Affiliates are not aware that any such assertion of tax jurisdiction is pending
or threatened.  No Liens, other than Permitted Liens (whether filed or arising
by operation of law) have been imposed upon or asserted against any of  the
assets of the Station as a result of or in connection with any failure, or
alleged failure to pay any Tax.

          (d)  Seller has withheld and paid all Taxes required to be withheld in
connection with any amounts paid or owing to any employee, creditor, independent
contractor or other third party.

          (e)  Seller is not a foreign person within the meaning of Section 1445
of the Internal Revenue Code (the "Code").

                                       17
<PAGE>

               (f)  No payment described in this Agreement is subject to Section
280G of the Code.

               (g)  For purposes of this Agreement, the terms "Tax" and "Taxes"
shall mean all federal, state, local, or foreign income, payroll, Medicare,
withholding, unemployment insurance, social security, sales, use, service,
service use, leasing, leasing use, excise, franchise, gross receipts, value
added, alternative or add-on minimum, estimated, occupation, real and personal
property, stamp, duty, transfer, workers' compensation, severance, windfall
profits, environmental (including taxes under Section 59A of the Code), other
tax, charge, fee, levy or assessment of the same or of a similar nature,
including any interest, penalty, or addition thereto, whether disputed or not.
The term "Tax Return" means any return, declaration, report, claim for refund,
or information [Breturn or statement relating to Taxes or any amendment thereto,
and including any schedule or attachment thereto.

       6.1.13  [INTENTIONALLY OMITTED]

       6.1.14  Contracts.  The Contracts are the only material contractual
               ---------
agreements used to carry out the business and operation of the Station as
currently conducted.  Each Contract (as identified on Schedule 1.1.3) with
respect to the Station is a valid and binding obligation of Seller and is in
full force and effect.  Seller and each other party to such Contract with
respect to the Station, has performed in all material respects the obligations
required to be performed by it and is not (with or without lapse of time or the
giving of notice, or both) in material breach or default thereunder. Schedule
1.1.3 identifies, as to each Contract with respect to the Station listed
thereon, whether the consent of the other party thereto is required in order for
such Contract to continue in full force and effect upon the consummation of the
transactions contemplated hereby.

                                       18
<PAGE>

          6.1.15    ERISA Compliance.  Neither Seller nor any other trades or
                    ----------------
businesses under common control within the meaning of Section  4001(b)(1) of
ERISA (collectively, the "ERISA Group") have contributed or been obligated to
contribute to any "multi employer plan" as such term is defined in Section 3(37)
or Section 4001 (a)(3) of ERISA except as disclosed on Schedule 6.1.15. Schedule
6.1.15 lists all "employee benefit plans" within the meaning of Section 3(3) of
ERISA and bonus, pension, profit sharing, deferred compensation, incentive
compensation, stock ownership, stock purchase, stock option, phantom stock,
retirement, vacation, severance, disability, death benefit, hospitalization,
insurance or other plan or arrangement or understanding providing benefits to
any present or former employee or contractor of the Station maintained by
Seller, or as to which Seller, (with respect to such individuals) has any
liability or obligation (collectively, "Employee Benefit Plans").

          6.1.16    [INTENTIONALLY OMITTED]

          6.1.17    Patents, Trademarks, Etc.  Schedule 1.1.4 sets forth all
                    -------------------------
call letters, patents, patent applications, trademarks, trade names, Internet
domain names, service marks, trade secrets, applied for, issued, owned or used
copyrights and other intangible personal property used in the operation of the
Station (whether owned, leased or licensed).

          6.1.18    [INTENTIONALLY OMITTED]

          6.1.19    Commission or Finder's Fees.  Neither Seller nor any entity
                    ---------------------------
acting on behalf of Seller has agreed to pay a commission, finder's fee or
similar payment in connection with this Agreement or any matter related hereto.

          6.1.20    [INTENTIONALLY OMITTED]

                                       19
<PAGE>

          6.1.21    Seller's Financial Condition.  No insolvency proceedings of
                    ----------------------------
any character, including, without limitation, bankruptcy, receivership,
reorganization, composition or arrangement with creditors, voluntary or
involuntary, affecting Seller or of any of its respective assets or properties
are pending, or to the best of Seller's knowledge, threatened, and Seller has
made no assignment for the benefit of creditors, nor taken any action with a
view to, or which would constitute a basis for, the institution of any such
insolvency proceedings.  Seller shall use the proceeds received under this
agreement to pay or to make appropriate provision for the payment of any and all
creditors of Seller prior to making any material distribution to its
shareholders, except as required to pay taxes.

                                   ARTICLE 7

                    REPRESENTATIONS AND WARRANTIES OF BUYER
                    ---------------------------------------

     7.1  Organization and Standing.  Buyer is a corporation duly organized,
          -------------------------
validly existing and in good standing under the laws of the State of Delaware.

     7.2  Authorization and Binding Obligation.  Buyer has all necessary
          ------------------------------------
corporate power and authority to enter into and perform this Agreement and the
transactions contemplated hereby, and to own or lease the Station Assets and to
carry on the business of the Station upon the consummation of the transactions
contemplated by this Agreement. Buyer's execution, delivery and performance of
this Agreement and the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on behalf of  Buyer and
constitutes the valid and binding obligation of Buyer, enforceable in accordance
with its terms.

     7.3  Qualification.   Assuming Buyer divests the license of Station
          -------------
WJET(FM), Erie, Pennsylvania, Buyer knows of no fact that would, under the
Communications Act of 1934, as

                                       20
<PAGE>

amended, or the rules, regulations and policies of the FCC, disqualify Buyer
from becoming the licensee of the Station.

     7.4  Absence of Conflicting Agreements or Required Consents.  Except as set
          ------------------------------------------------------
forth in Schedule 7.4 hereof,  the execution, delivery and performance of this
Agreement by Buyer: (a) do not violate or conflict with any of the terms,
conditions or provisions of the Certificate of Incorporation or By-Laws of
Buyer; (b) do not require the consent of any third party not affiliated with
Buyer; (c) will not violate any applicable law, judgment, order, injunction,
decree, rule, regulation or ruling of any governmental authority to which Buyer
is a party; and (d) will not, either alone or with the giving of notice or the
passage of time, violate the terms, conditions or provisions of, or constitute a
default under, any agreement, instrument, license or permit to which Buyer is
now subject.

     7.5  Litigation: Compliance with Law.  Except as disclosed in Schedule 7.5,
          -------------------------------
there is no litigation, administrative action, arbitration or other proceeding,
or petition, complaint or investigation before any court or governmental body,
pending against Buyer that would adversely affect Buyer's ability to perform its
obligations pursuant to this Agreement or the agreements to be executed by Buyer
in connection herewith. Buyer has committed no violation of any applicable law,
regulation or ordinance or any other requirement of any governmental body or
court which would have an adverse effect on Buyer or its ability to perform its
obligations pursuant to this Agreement or the agreements to be executed in
connection herewith.

     7.6  Commission or Finder's Fees.  Neither the Buyer nor any entity acting
          ---------------------------
on behalf of Buyer has agreed to pay a commission, finder's fee or similar
payment in connection with this Agreement or any matter related hereto.

                                       21
<PAGE>

     7.7  Limitation on Representation and Warranties.  The parties recognize
          -------------------------------------------
that the FCC has instituted a proceeding in MM Docket No. 00-244 with respect to
certain aspects of its multiple ownership rules.  Buyer has no knowledge of how
any interim or final FCC action in MM Docket No. 00-244 may impact on the
processing of the FCC applications or the evaluation of Buyer's qualifications.
Buyer specifically excludes from its representations and warranties all matters
relating to compliance or noncompliance with any final or interim FCC rules or
policies adopted in MM Docket No. 00-244.

                                   ARTICLE 8

                              COVENANTS OF SELLER
                              -------------------

     8.1  Conduct of Station Prior to the Closing Date:
          --------------------------------------------

          8.1.1     Seller covenants and agrees with Buyer that between the date
of this Agreement and (except as otherwise noted below) the Closing Date, the
Seller, with respect to the Station shall:

                    (i)  conduct its business in all material respects in
compliance with the terms of the Station Licenses and all applicable laws,
rules, and regulations, including, without limitation, the applicable rules and
regulations of the FCC through the Closing Date;

                    (ii) not, without the prior consent of Buyer, incur any
debts, obligations, or liabilities (absolute, accrued, contingent, or otherwise)
that include obligations (monetary or otherwise) to be performed by Buyer that
exceed Ten Thousand Dollars ($10,000.00) individually or Twenty-Five Thousand
Dollars ($25,000.00) in the aggregate;

                                       22
<PAGE>

               (iii)  not, without the prior consent of Buyer, (a) modify or
extend any Contracts or (b) enter into any new Contracts the payment under which
exceed Ten Thousand Dollars ($10,000.00) individually or Twenty-Five Thousand
Dollars ($25,000.00) in the aggregate;

               (iv)   not lease, mortgage, pledge, or subject to a lien, claim,
or encumbrance (other than Permitted Liens) any of the Station Assets or sell or
transfer any of the Station Assets without replacing such Station Assets with an
asset of substantially the same value and utility; and

               (v)    not disclose to any person (other than Buyer and their
representatives) any confidential or proprietary information.

     8.2  Access to Information.  Seller shall give or cause the Station to (i)
          ---------------------
give Buyer and Buyer's counsel, accountants, engineers and other
representatives, including environmental consultants,  reasonable access during
normal business hours, to all of Seller's properties, books, Contracts, reports
and records including financial information and tax returns relating to the
Station, and to all real estate, buildings and equipment relating to the
Station, in order that Buyer may have full opportunity to make such
investigation, including but not limited to, environmental assessments, as it
desires of the affairs of the  Station and  (ii) furnish Buyer with information,
and copies of all documents and agreements including but not limited to
financial and operating data and other information concerning the financial
condition, results of operations and business of the Station, that Buyer may
reasonably request. The rights of Buyer under this Section shall not be
exercised in such a manner as to interfere unreasonably with the business of the
Station.

     8.3  Other Consents.   Seller will use its best efforts to obtain all
          --------------
consents, authorizations, or approvals required for the consummation of the
transactions contemplated by this Agreement.

                                       23
<PAGE>

     8.4  No Inconsistent Action.  Seller shall not take any action which is
          ----------------------
inconsistent with its obligations under this Agreement.

     8.5  Notification.  Seller shall promptly notify Buyer in writing of  (i)
          ------------
the failure of Seller or any employee or agent of Seller to comply with or
satisfy in any material respect any covenant, condition or agreement to be
complied with hereunder; or (ii) the occurrence of any event that would entitle
Buyer  to terminate this Agreement pursuant to Sections 18.1.

     8.6  [INTENTIONALLY OMITTED]

     8.7  FCC Reports.   Seller shall file or cause to be filed on a current
          -----------
basis until the Closing Date all material reports and documents required to be
filed with the FCC with respect to the Station Licenses. Copies of each such
report and document filed between the date hereof and the Closing Date shall be
furnished to Buyer promptly after its filing.

     8.8  [INTENTIONALLY OMITTED]

     8.9  Indemnification.  For a period ending one (1) year after the Closing
          ---------------
Date, Seller agrees to indemnify and hold Buyer, its affiliates, and its assigns
harmless from and against all costs, losses and damages (including reasonable
attorney fees) incurred by Buyer or such affiliates or assigns as a result of or
arising out of (i) the breach by Seller of any of its representations and
warranties contained in this Agreement, (ii) the failure by Seller to perform
its covenants set forth in this Agreement, (iii) the conduct of the operation of
the Station or the use or ownership of the Station Assets on or before the
Closing Date, including any and all liabilities arising under any of the Station
Licenses or Contracts which relate to events occurring prior to the Closing
Date, and (iv) any and all obligations or liabilities of Seller under any
contract or agreement not expressly assumed by Buyer pursuant to the terms
hereof.  Buyer shall make no settlement, compromise, admission or

                                       24
<PAGE>

acknowledgment that would give rise to liability on the part of the Seller
without the prior written consent of the Seller.

                                   ARTICLE 9

                               COVENANTS OF BUYER
                               ------------------

     9.1  Notification.  Buyer shall promptly notify Seller in writing of (i)
          ------------
any litigation, arbitration or administrative proceeding pending or, to its
knowledge, threatened against Buyer which challenges the transactions
contemplated hereby or (ii) the failure of Buyer, or any employee or agent of
Buyer to comply with or satisfy in any material respect any covenant, condition
or agreement to be complied with or satisfy in any material respect any
covenant, condition or agreement to be complied with or satisfied by it
hereunder and (iii) the occurrence of any event that would entitle Seller to
terminate this Agreement pursuant to Sections 14.1;

     9.2  No Inconsistent Action.  Buyer shall not take any  action which is
          ----------------------
inconsistent with its obligations under this Agreement.

     9.3  Post-Closing Access.  Buyer, for a period of three (3) years following
          -------------------
the Closing Date, shall make available during normal business hours for audit
and inspection by Seller and its representatives, for any reasonable purpose and
upon reasonable notice, all records, files, documents and correspondence
transferred to it hereunder  relating to the pre-closing period. All
information, records, files, documents and correspondence made available or
disclosed under this Section 9.3 shall be kept confidential.

     9.4  Other Consents.  Buyer will use its best efforts to obtain all
          --------------
necessary consents, authorizations, or approvals, in each case, required for the
consummation of the transactions contemplated by this Agreement.

                                       25
<PAGE>

     9.5  Conduct of Buyer Prior to the Closing Date.  Buyer covenants and
          ------------------------------------------
agrees with Seller that between the date of this Agreement and the Closing Date,
the Buyer shall take or cause to be taken such action as is necessary to fully
and completely perform its obligations under this Agreement.

     9.6  Indemnification of Seller.  For a period ending one year after the
          -------------------------
Closing Date, Buyer agrees to indemnify and hold Seller and its respective
affiliates, and their respective successors and assigns harmless from and
against all costs, losses and damages (including reasonable attorneys' fees)
incurred by the Seller or such affiliates or arising as a result of or arising
out of (i) the breach by the Buyer of any of its representations and warranties
contained in this Agreement; (ii) the failure by the Buyer to perform its
covenants set forth in this Agreement, (iii) the conduct of the operation of the
Station on or after the Closing Date, including any and all liabilities arising
under the Station Licenses or Contracts which are assumed by the Buyer which
relate to events occurring after the Closing Date, and (iv) any and all
obligations or liabilities which constitute the Assumed Liabilities.

                                  ARTICLE 10

                                JOINT COVENANTS
                                ---------------

     Each of Buyer and Seller covenant and agree that they shall act in
accordance with the following:

     10.1 Confidentiality.  Buyer and Seller shall each keep confidential all
          ---------------
information obtained by it with respect to the other parties hereto in
connection with this Agreement and the negotiations preceding this Agreement,
and will use such information solely in connection with the transactions
contemplated by this Agreement, and if the transactions contemplated hereby are
not consummated for any reason, each shall return to each other party hereto,
without retaining a copy

                                       26
<PAGE>

thereof, any schedules, documents or other written information obtained from
such other party in connection with this Agreement and the transactions
contemplated hereby except to the extent required or useful in connection with
any claim made with respect to the transactions contemplated by this Agreement
or the negotiation thereof. Notwithstanding the foregoing, no party shall be
required to keep confidential or return any information which (i) is known or
available through other lawful sources, not bound by a confidentiality agreement
with the disclosing party, or (ii) is or becomes publicly known through no fault
of the receiving party or its agents, or (iii) is required to be disclosed
pursuant to an order or request of a judicial or government authority (provided
the non-disclosing party is given reasonable prior notice such that it may seek,
at its expense, confidential treatment of the information to be disclosed), (iv)
is developed by the receiving party independently of the disclosure by the
disclosing party or (v) is required to be disclosed under applicable law or
rule, as determined by counsel for the receiving party.

     10.2 Cooperation.  Buyer and Seller shall cooperate fully with one another
          -----------
in taking any actions, including actions to obtain the required consent of any
governmental instrumentality or any third party necessary or helpful to
accomplish the transactions contemplated by this Agreement.

     10.3 Control of Station.  Prior to Closing, Buyer shall not, directly or
          ------------------
indirectly, control or direct the operation of the Station. As between Buyer and
Seller, such operation, including complete control over Station programming,
employees and policies, shall be the sole responsibility of Seller.

     10.4 Bulk Sales Laws.  Buyer hereby waives compliance by Seller with the
          ---------------
provisions of the "bulk sales" or similar laws of any state. Seller agrees to
indemnify Buyer and hold it harmless from any and all loss, cost, damage and
expense (including but not limited to, reasonable attorneys'

                                       27
<PAGE>

fees) sustained by Buyer as a result of any failure of Seller to comply with any
"bulk sales" or similar laws.

     10.5 Public Announcements.  Neither Buyer nor Seller shall issue any press
          --------------------
release or make any disclosure with respect to the transaction contemplated by
this Agreement without the prior written approval of the other party, except as
may be required by applicable law or by obligations pursuant to any listing
agreement with any securities exchange or any stock exchange regulations.

                                  ARTICLE 11

                        CONDITIONS OF CLOSING BY BUYER
                        ------------------------------

     The obligations of Buyer hereunder are, at its option, subject to
satisfaction, at or prior to the Closing Date, of  all of the following
conditions:

     11.1 Representations, Warranties and Covenants.  All representations and
          -----------------------------------------
warranties of Seller made in this Agreement or in any Exhibit, Schedule or
document delivered pursuant hereto, shall be true and complete in all material
respects as of the date hereof and on and as of the Closing Date as if made on
and as of that date, except for changes expressly permitted or contemplated by
the terms of this Agreement and except those given as of a specified date.

     11.2 Compliance with Agreement.  All of the terms, covenants and conditions
          -------------------------
to be complied with and performed by Seller on or prior to the Closing Date
shall have been complied with or performed in all material respects.

     11.3 Third Party Consents and Approvals; Estoppel Certificates. Seller has
          ---------------------------------------------------------
obtained all third-party consents and approvals, if any, required for the
transfer or continuance, as the case may

                                       28
<PAGE>

be, of the Contracts on Schedule 1.1.3 (and contracts that would have been on
Schedule 1.1.3 had they been in existence on the date of this Agreement).

     11.4 Closing Certificates.  Buyer shall have received a certificate, dated
          --------------------
as of the Closing Date, from the Seller, executed by the President of Seller to
the effect of Sections 11.1 and 11.2.

     11.5 Governmental Consents.
          ---------------------

          (a) The FCC Consents shall have been issued by the FCC without any
conditions that would otherwise permit Buyer to terminate this Agreement
pursuant to Section 15.1(e), below, and each such FCC consent shall have become
a Final Order.
          (b) All other material authorizations, consents, approvals, and
clearances of federal, state, or local Governmental Entities required to permit
the consummation of the transactions contemplated by this Agreement shall have
been obtained.

     11.6 Adverse Proceedings. No injunction, order, decree or judgment of any
          -------------------
court, agency or other Governmental Entities shall have been rendered against
Seller or Buyer which would render it unlawful, as of the Closing Date, to
effect the transactions contemplated by this Agreement in accordance with its
terms.

     11.7 Closing Documents.  Seller shall have executed and delivered or caused
          -----------------
to be delivered to Buyer, on the Closing Date (a), all special warranty deeds,
bills of sale, endorsements, assignments and other instruments of conveyance and
transfer consistent with the terms hereof and otherwise reasonably satisfactory
in form and substance to Buyer, effecting the sale, transfer, assignment and
conveyance of the Station Assets to Buyer and (b) all other documents,
instruments, certificates and agreements required of Seller under the terms of
this Agreement.

                                       29
<PAGE>

     11.8  Material Adverse Change.  No material adverse change in the business,
           -----------------------
assets, prospects or condition of the Station shall have occurred.

     11.9  [INTENTIONALLY OMITTED]

     11.10 Opinion of Counsel.   Buyer shall have received a written opinion
           ------------------
of Seller's counsel dated as of the Closing Date in form and substance
reasonably satisfactory to Buyer.

                                  ARTICLE 12

                        CONDITIONS OF CLOSING BY SELLER
                        -------------------------------

     The obligations of Seller hereunder are, at their option, subject to
satisfaction, at or prior to the Closing Date, of  all of the following
conditions:

     12.1 Representations, Warranties and Covenants.  All representations and
          -----------------------------------------
warranties of Buyer made in this Agreement or in any Exhibit, Schedule or
document delivered pursuant hereto, shall be true and complete in all material
respects as of the date hereof and on and as of the Closing Date as if made on
and as of that date, except for changes expressly permitted or contemplated by
the terms of this Agreement and except those given as of a specified date.

     12.2 Compliance with Agreement.  All the terms, covenants, and conditions
          -------------------------
to be complied with and performed by Buyer on or prior to the Closing Date shall
have been complied with or performed in all material respects.

     12.3 Certifications, etc.  Seller shall have received a certificate, dated
          -------------------
as of the Closing Date, from the Buyer, executed by the President or other
authorized officer of Buyer to the effect of Sections 12.1 and 12.2.

     12.4 Governmental Approval.
          ---------------------

                                       30
<PAGE>

               (a) The FCC Consents shall have been issued by the FCC and each
shall have become a Final Order.

               (b) All other material authorizations, consents, approvals, and
clearances of federal, state or local Governmental Entities required to permit
the consummation of the transactions contemplated by this Agreement shall have
been obtained.

     12.5 Adverse Proceedings.  No injunction, decree or judgment of any court,
          -------------------
agency or other governmental  entities shall have been rendered against Buyer or
Seller  which would render it unlawful, as of the Closing date, to effect the
transactions contemplated by this Agreement in accordance with its terms.

     12.6 Closing Documents.  Buyer shall have delivered or caused to be
          -----------------
delivered to Seller, on the Closing Date, an assumption agreement with respect
to Assumed Liabilities reasonably satisfactory in form and substance to Seller.

     12.7 Opinion of Counsel.  Seller shall have received a written opinion of
          ------------------
Buyer's counsel dated as of the Closing Date in form and substance reasonably
satisfactory to Seller.

                                  ARTICLE 13

                       TRANSFER TAXES: FEES AND EXPENSES
                       ---------------------------------

     13.1 Expenses.  Except as set forth in Sections 2.1, 13.2 and 13.3, each
          --------
party hereto shall be solely responsible for all costs and expense incurred by
it in connection with the negotiation, preparation and performance of and
compliance with the terms of this Agreement.

     13.2 Transfer Taxes and Similar Charges.  All costs of transferring the
          ----------------------------------
Station Assets in accordance with this Agreement, including recordation,
transfer and documentary taxes and fees, and any excise, sales or use taxes,
shall be borne by Buyer.

                                       31
<PAGE>

     13.3 Governmental Filing or Grant Fees.  Any filing or grant fees imposed
          ---------------------------------
by any governmental authority the consent of which is required for the
consummation of the transactions contemplated hereby, including but not limited
to the FCC, shall be borne by Buyer.

                                  ARTICLE 14

                              TERMINATION RIGHTS
                              ------------------

     14.1 Termination.  This Agreement may be terminated at any time prior to
          -----------
Closing as follows:

          (a) by the mutual consent of Buyer and Seller;

          (b) by written notice of (i) Buyer to Seller, if Seller breaches in
any material respect any of its representations or warranties or defaults in any
material respect in the observance or in the due and timely performance of any
of its covenants or agreements herein contained and such breach or default shall
not be cured within thirty (30) days of the date of notice of breach or default
served by Buyer or  (ii)  Seller to the Buyer, if Buyer breaches in any material
respect any of its representations or warranties or defaults in any material
respect in the observance or in the due and timely performance of any of its
covenants or agreements herein contained and such breach or default shall not be
cured within thirty (30) days of the notice of breach or default served by
Seller; but such notice and cure period shall not apply in the case of Buyer's
or Seller's failure to consummate the transactions in accordance with the terms
and times specified in Section 4.1 of this Agreement.

          (c) by Buyer or Seller by written notice to the other, if a court of
competent jurisdiction or other Governmental Entity shall have issued an order,
decree or ruling or taken any other action (which order, decree or ruling the
parties hereto shall use their best efforts to lift), in

                                       32
<PAGE>

each case permanently restraining, permanently enjoining or otherwise
prohibiting the transactions contemplated by this Agreement, and such order,
decree, ruling or other action shall have become final and nonappealable;

          (d) by written notice of Seller to Buyer if Buyer has not closed on
the acquisition of the Station on or before September 13, 2003.

          (e) notwithstanding the foregoing, no party hereto may effect a
termination hereof if such party is in material default or breach of this
Agreement.

                                  ARTICLE 15

     15.1 Risk of Loss.  The risk of loss or damage to the Station Assets shall
          ------------
be upon Seller at all times prior to the Closing Date.

                                  ARTICLE 16

                           MISCELLANEOUS PROVISIONS
                           ------------------------

     16.1 Survival of Representations and Warranties.  The representations and
          ------------------------------------------
warranties contained in this Agreement, and in any schedule, instrument or
certificate delivered pursuant hereto, shall survive the Closing until one (1)
year after the Closing Date.

     16.2 Certain Interpretive Matters and Definitions.  Unless the context
          --------------------------------------------
otherwise requires, (i) all references to Sections, Articles or Schedules are to
Sections, Articles or Schedules of or to this Agreement, (ii) each term defined
in this Agreement has the meaning assigned to it, (iii) each accounting term not
otherwise defined in this Agreement has the meaning assigned to it in accordance
with generally accepted accounting principles as in effect on the date hereof,
(iv) "or" is disinjunctive but not necessarily exclusive, and (v) words in the
singular include the plural and vice versa, and (vi) the term "Affiliate" has
                                ----------
the meaning given it in Rule 12b-2 of Regulation 12B

                                       33
<PAGE>

under the Securities Exchange Act of 1934, as amended. All references to "$" or
dollar amounts will be to lawful currency of the United States of America.

     16.3 Further Assurances.  At and after the Closing, Seller shall from time
          ------------------
to time, at the request of and without further cost or expense to Buyer, execute
and deliver such other instruments of assignment, conveyance and transfer and
take such other actions as may reasonably be requested in order to more
effectively consummate the transactions contemplated hereby, and Buyer shall
from time to time, at the request of and without further cost or expense to
Seller, execute and deliver such other instruments and take such other actions
as may reasonably be requested in order to more effectively assume  the Assumed
Liabilities.

     16.4 Audited Financial Statements.  At all times after the date hereof,
          ----------------------------
Seller shall, and shall cause its representatives (including their independent
public accountants) to, cooperate in all reasonable respects with the efforts of
Buyer and its independent auditors to prepare such audited and interim unaudited
financial statements of the Station as Buyer may require. Seller shall execute
and deliver to Buyer's independent accountants such customary management
representation letters as they may require as a condition to their ability to
sign an unqualified report upon the audited financial statements of the Station
for the periods for which such financial statements may be required.  Seller
shall cause their independent public accountants to make available to Buyer and
its representatives all of their work papers related to the financial statements
or Tax Returns of Seller (to the extent they relate to the Station) and to
provide Buyer's independent public accountants with full access to those
personnel who previously have been involved in the audit or review of Seller's
Financial Statements or Tax Returns.

                                       34
<PAGE>

     16.5 Assignment.  Nothing in this Agreement shall limit Buyer's ability to
          -----------
sell or transfer this Agreement, or any or all of its assets (whether by sale of
equity or assets, or by merger, consolidation or otherwise) without the consent
of Seller.  In the event of such an assignment, the provisions of this Agreement
shall inure to the benefit of and be binding on Buyer's successors and assigns.
No assignment shall relieve Buyer of its financial obligations to Seller for the
performance of this Agreement.

     16.6 Amendments.  No amendment, waiver of compliance with any provision or
          ----------
condition hereof or consent pursuant to this Agreement shall be effective unless
evidenced by an instrument in writing signed by the party against whom
enforcement of any waiver, amendment, change, extension or discharge is sought.

     16.7 Headings.  The headings set forth in this Agreement are for
          --------
convenience only and will not control or affect the meaning or construction of
the provisions of this Agreement.

     16.8 Governing Law.  The construction and performance of this Agreement
          -------------
shall be governed by the laws of the State of Delaware without giving effect to
the choice of law provisions thereof.

     16.9 Notices.  Any notice, demand or request required or permitted to be
          -------
given under the provisions of this Agreement shall be in writing  and shall be
deemed to have been duly delivered and received on the date of personal
delivery; on the third day after deposit in the U.S. mail if mailed by
registered or certified mail, postage prepaid and return receipt requested; on
the day after delivery to a nationally recognized overnight courier service if
sent by an overnight delivery service for next morning delivery and shall be
addressed to the following addresses:

                                       35
<PAGE>

          (a)  In the case of Seller, to:

                    Ms. Teri C. Anzivino
                    Fairview Radio, Inc.
                    1324 South Shore Place, Apt. 308
                    Erie, Pennsylvania 16505

               With copies to:

                    Vincent J. Curtis, Jr., Esq.
                    Fletcher, Heald & Hildreth, P.L.C.
                    1300 North 17/th/ Street, 11/th/ floor
                    Arlington, VA 22209

                    And:

                    James E. Spoden, Esq.
                    MacDonald, Illig, Jones & Britton, LLP
                    100 State Street, Suite 700
                    Erie, Pennsylvania 16507

          (b)  In the case of Buyer:

                    Mr. Samuel Weller
                    NextMedia Operating Inc
                    6312 S. Fiddlers Green Circle, Suite 360E
                    Englewood, CO 80111

               With a copy to:

                    Matthew L. Leibowitz, Esq.
                    Leibowitz & Associates, P.A.
                    1 S.E. Third Avenue, Suite 1450
                    Miami, Florida 33131

     16.10     Barter and Trade.  Buyer will not assume trade, barter or similar
               ----------------
arrangements.

     16.11     Schedules.  The schedules and exhibits attached to this Agreement
               ---------
and the other documents delivered pursuant hereto are hereby made a part of this
Agreement as if set forth in full herein.


                                      36
<PAGE>

     16.12     Entire Agreement.  This Agreement contains the entire agreement
               ----------------
among the parties hereto with respect to its subject matter and supersedes all
negotiations, prior discussions, agreements, letters of intent, and
understandings, written or oral, relating to the subject matter of this
Agreement.

     16.13     Severability.  If any provision of this Agreement is held to be
               ------------
unenforceable, invalid, or void to any extent for any reason, that provision
shall remain in force and effect to the maximum extent allowable, and the
enforceability and validity of the remaining provisions of this Agreement shall
not be affected thereby.

     16.14     Counterparts.  This Agreement may be executed in two or more
               ------------
counterparts, each of which will be deemed an original, but all of which
together shall constitute but one and the same instrument.

     16.15     Damages in the Event of Breach.  In the event of the failure of
               ------------------------------
the Buyer to close on this transaction for any reason, including on account of
the failure of any condition precedent, and notwithstanding anything to the
contrary in this Agreement, the Buyer shall be obligated to the Seller for its
actual damages, including all costs, losses and damages, costs of suit,
including reasonable attorneys' fees, incurred by the Seller as a result of or
arising out of the Buyer's failure to perform this Agreement.  The availability
of this remedy shall not prevent Seller from electing any other remedies at law
or in equity available to the Seller.  The amount of damages available to Seller
for Buyer's failure to close hereunder shall not exceed the sum of the Purchase
Price plus the Assumed Liabilities plus the amounts due Seller pursuant to
Section 2.1.4.

     16.16     Specific Performance.  In addition to any other remedies which
               --------------------
Buyer may have at law or in equity, Seller hereby acknowledge that the Station
Assets are unique, and that the harm to

                                      37
<PAGE>

Buyer resulting from a breach by Seller of their obligations to sell the Station
Assets to Buyer cannot be adequately compensated by damages. Accordingly, Seller
agree that Buyer shall have the right to have this Agreement specifically
performed by Seller and hereby agree not to assert any objections to the
imposition of the remedy of specific damages by any court of competent
jurisdiction.


                 [SIGNATURE PAGES BEGIN ON THE FOLLOWING PAGES]


                                      38
<PAGE>

     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered as of the date first above written.


                         FAIRVIEW RADIO, INC.,
                         a Pennsylvania corporation


                         By:  __________________________________________
                              Terry C. Anzivino, President



                         NEXTMEDIA OPERATING, INC.,
                         a Delaware corporation


                         By:  __________________________________________
                              Matthew L. Leibowitz, Secretary

                                      39