<PAGE>

                                                                   Exhibit 10.09

                           Asset Purchase Agreement

<TABLE>
<S>                                                                               <C>
PURCHASE OF ASSETS................................................................  1

     1.1.    Transfer of Assets...................................................  1
             ------------------
     1.2     Excluded Assets......................................................  4
             ---------------

ASSUMPTION OF OBLIGATIONS.........................................................  5

     2.1     Assumption of Obligations............................................  5
             -------------------------
     2.2     Retained Liabilities.................................................  6
             --------------------

CONSIDERATION.....................................................................  8

     3.1     Delivery of Consideration............................................  8
             --------------------------
     3.2     Allocation of Consideration..........................................  8
             --------------------------
     3.3     Allocations and Prorations...........................................  9
             --------------------------

CLOSING........................................................................... 11

     4.1.    Closing.............................................................. 11
             -------

GOVERNMENTAL CONSENTS............................................................. 11

     5.1     FCC Consent.......................................................... 11
             -----------
     5.2     FCC Applications..................................................... 12
             ----------------

REPRESENTATIONS AND WARRANTIES OF SELLER.......................................... 12

     6.1     Representations and Warranties of Seller............................. 12
             ---------------------------------------

             6.1.1   Organization, Good Standing, Etc............................. 12
                     --------------------------------
             6.1.2   Authority.................................................... 13
                     ---------
             6.1.3   Financial Statements......................................... 13
                     --------------------
             6.1.4   Absence of Undisclosed Liabilities........................... 14
                     ----------------------------------
             6.1.5   Compliance with Applicable Laws; FCC Matters................. 14
                     --------------------------------------------
             6.1.6   Litigation................................................... 16
                     ----------
             6.1.7   Insurance.................................................... 17
                     ---------
             6.1.8.  Real Estate.................................................. 17
                     -----------
             6.1.9   Personal Property............................................ 19
                     -----------------
             6.1.10  Liens and Encumbrances....................................... 19
                     ----------------------
             6.1.11  Environmental Matters........................................ 20
                     ---------------------
             6.1.12  Taxes........................................................ 21
                     -----
             6.1.13  Personnel.................................................... 23
                     ---------
</TABLE>
<PAGE>

<TABLE>
<S>                                                                              <C>
               6.1.14  Contracts................................................  24
                       ---------
               6.1.15  ERISA Compliance.........................................  24
                       ----------------
               6.1.16  Labor....................................................  24
                       -----
               6.1.17  Patents, Trademarks, Etc.................................  25
                       ------------------------

                       6.1.18  Absence of Certain Changes or Events.............  25
                               ------------------------------------

               6.1.19  Broker, Commission or Finder's Fees......................  26
                       -----------------------------------
               6.1.20  Full Disclosure..........................................  26
                       ---------------
               6.1.21  Sellers' Financial Condition.............................  26
                       ----------------------------

REPRESENTATIONS AND WARRANTIES OF BUYER.........................................  27

     7.1       Organization and Standing........................................  27
               --------------------------
     7.2       Authorization and Binding Obligation.............................  27
               ------------------------------------
     7.3       Qualification....................................................  27
               -------------
     7.4       Absence of Conflicting Agreements or Required Consents...........  28
               ------------------------------------------------------
     7.5       Litigation: Compliance with Law..................................  28
               -------------------------------
     7.6       Broker, Commission or Finder's Fees..............................  28
               -----------------------------------
     7.7       Full Disclosure..................................................  28
               ---------------

COVENANTS OF SELLER.............................................................  29

     8.1       Conduct of Stations Prior to the Closing Date:...................  29
               ---------------------------------------------
     8.2       Buyer Access.....................................................  31
               ------------

               8.2.1   Interim Financial Statements.............................  32
                       ----------------------------

     8.3       Other Consents...................................................  32
               --------------
     8.4       No Inconsistent Action...........................................  32
               ----------------------
     8.5       Notification.....................................................  32
               ------------
     8.6       Updating of Schedules............................................  33
               ---------------------
     8.7       Enforcement of Agreements. [Intentionally Omitted]...............  33
               --------------------------
     8.8       FCC Filings......................................................  33
               -----------
     8.9       Updating of Information..........................................  33
               -----------------------
     8.10      Indemnification..................................................  33
               ---------------
     8.11      Asset Purchase Agreement.........................................  35
               ------------------------
     8.12      Title Insurance..................................................  35
               ---------------

COVENANTS OF BUYER..............................................................  35

     9.1       Notification.....................................................  35
               ------------
     9.2       No Inconsistent Action...........................................  35
               ----------------------
     9.3       Post-Closing Access..............................................  35
               -------------------
     9.4       Other Consents...................................................  36
               --------------
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                <C>
JOINT COVENANTS...................................................................  36
     10.1    Confidentiality......................................................  36
             ---------------
     10.2    Cooperation..........................................................  37
             -----------
     10.3    Control of Stations..................................................  37
             -------------------
     10.4    Bulk Sales Laws......................................................  37
             ---------------
     10.5    Public Announcements.................................................  37
             --------------------
     10.6    HSR Act. [INTENTIONALLY OMITTED......................................  38
             -------
     10.7    Employee Matters.....................................................  38
             ----------------
     10.8    Condition of Real Estate.............................................  38
             ------------------------

CONDITIONS OF CLOSING BY BUYER....................................................  39

     11.1    Representations and Warranties.......................................  39
             ------------------------------
     11.2    Compliance with Agreement............................................  39
             -------------------------
     11.3    Third Party Consents and Approvals; Estoppel Certificates............  39
             ---------------------------------------------------------
     11.4    Closing Certificates.................................................  39
             --------------------
     11.5    Governmental Consents................................................  40
             ---------------------

             11.5.1  FCC..........................................................  40
                     ---
             11.5.2  HSR Act. [INTENTIONALLY OMITTED].............................  40
                     --------
             11.5.3  Other Consents...............................................  40
                     --------------

     11.6    Adverse Proceedings..................................................  40
             -------------------
     11.7    Closing Documents....................................................  40
             -----------------
     11.8    Material Adverse Change..............................................  40
             -----------------------
     11.9    Opinion of Counsel...................................................  41
             ------------------

CONDITIONS OF CLOSING BY SELLER...................................................  41

     12.1    Representations, Warranties and Covenants............................  41
             -----------------------------------------
     12.2    Compliance with Agreement............................................  41
             -------------------------

             12.2.1  Certifications, etc..........................................  41
                     -------------------

     12.3    Governmental Approval................................................  41
             ---------------------

             12.3.1 FCC...........................................................  41
                    ---
             12.3.2 HSR Act. [INTENTIONALLY OMITTED]..............................  41
                    --------
             12.3.3 Other Consents................................................  42
                    --------------

     12.4    Adverse Proceedings..................................................  42
             -------------------
     12.5    Closing Documents....................................................  42
             -----------------
     12.6    Opinion of Buyer's Counsel...........................................  42
             --------------------------
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                <C>
TRANSFER TAXES: FEES AND EXPENSES.................................................  42

     13.1    Expenses.............................................................  42
             --------
     13.2    Transfer Taxes and Similar Charges...................................  42
             ----------------------------------
     13.3    Governmental Filing or Grant Fees....................................  43
             ---------------------------------

ESCROW DEPOSIT, LIQUIDATED DAMAGES, SPECIFIC PERFORMANCE..........................  43

     14.1    Escrow Deposit.......................................................  43
             --------------
     14.2    Liquidated Damages...................................................  44
             ------------------
     14.3    Specific Performance.................................................  44
             --------------------

TERMINATION RIGHTS................................................................  45

     15.1    Termination..........................................................  45
             -----------

RISK OF LOSS......................................................................  46

     16.1    Risk of Loss.........................................................  46
             ------------

MISCELLANEOUS PROVISIONS..........................................................  47

     17.1    Survival of Representations and Warranties...........................  47
             ------------------------------------------
     17.2    Certain Interpretive Matters and Definitions.........................  48
             --------------------------------------------

             17.2.1  In General...................................................  48
                     ----------
             17.2.2  Affiliate....................................................  48
                     ---------
             17.2.3  Money........................................................  48
                     -----
             17.2.4  Knowledge....................................................  48
                     ---------

     17.3    Further Assurances...................................................  48
             ------------------
     17.4    Audited Financial Statements.........................................  49
             ----------------------------
     17.5    Assignment...........................................................  49
             ----------
     17.6    Amendments...........................................................  50
             ----------
     17.7    Headings.............................................................  50
             --------
     17.8    Governing Law........................................................  50
             -------------
     17.9    Notices..............................................................  51
             -------
     17.10   Barter and Trade.....................................................  52
             ----------------
     17.11   Schedules............................................................  52
             ---------
     17.12   Entire Agreement.....................................................  52
             ----------------
     17.13   Severability.........................................................  52
             ------------
     17.14   Counterparts.........................................................  53
             ------------
     17.15   Authority............................................................  53
             ---------
</TABLE>
<PAGE>

                           Asset Purchase Agreement

     THIS ASSET PURCHASE AGREEMENT (this "Agreement"), is made this _____ day of
February, 2000 by and between NextMedia Group, LLC, a Delaware limited liability
company ("Buyer") and Hirsh Broadcasting Group, LP, a Delaware limited
partnership ("Seller").

                             W I T N E S S E T H :

     WHEREAS, Seller owns certain assets used in connection with the operation
of Radio Broadcast Stations WJYR (FM), WKZQ-AM, WKZQ-FM, and the construction
permit for Station WAZG(AM), Myrtle Beach, South Carolina,  (each a "Station"
and collectively the "Stations"); and

     WHEREAS, Buyer desires to acquire from Seller and Seller desires to sell to
Buyer substantially all of the assets owned by Seller, used in or useful to the
operation of the Stations; and

     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:

                              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, ownership and interest of  Seller
in and to all of the following assets, properties, interests and rights of
Seller (collectively the "Station Assets") free and clear of any and all liens,
claims, judgments, or encumbrances other than Permitted Liens (as defined in
Section 6.1.10):

           1.1.1  All of the Seller's rights in and to the licenses, permits and
other authorizations issued to the Seller by any governmental authority,
including those issued by the Federal

                                       1
<PAGE>

Communications Commission (the "FCC"), used in connection with the operation of
the Stations, along with renewals or modifications of such items from the date
hereof through the Closing Date, including but not limited to those listed in
Schedule 1.1.1 hereto (hereafter referred to as the "Station Licenses");

          1.1.2   All equipment, office furniture and fixtures, office materials
and supplies, inventory, spare parts and all other tangible personal property of
every kind and description, and Seller's rights therein, owned, leased or held
by the Seller and used in or useful to the operations of the Stations, including
but not limited to those items described or listed in Schedule 1.1.2 hereto,
together with any replacements thereof, improvements or  additions thereto made
from the date hereof through the Closing Date, and less any retirements or
dispositions thereof made between the date hereof and the Closing Date in the
ordinary course of business of Seller;

          1.1.3   All of the Seller's rights in and under those contracts,
agreements, leases and legally binding contractual rights of any kind, written
or oral, relating to the operation of the Stations ("Contracts") that are listed
in Schedule 1.1.3 hereto and (i) those Contracts entered into by Seller from the
date hereof through the Closing Date in the ordinary course of the Seller's
business, subject to Section 1.2.4, and Section 8.1; (ii) all Contracts for the
sale of advertising time, subject to Section 8.1 hereto; and (iii) all Contracts
for consideration other than cash, such as merchandise, services or promotional
consideration ("Trade Agreements"), subject to Section 17.10 hereto.

          1.1.4   All of the Seller's  rights in and to all processes, patents,
trade secrets, trade dress, proprietary information, call letters, trademarks,
trade names, service marks, franchises, public image, likeness, mascots,
copyrights, (and all extensions, renewals, and termination rights) Internet
domain names, including registrations and applications for registration of any
of them, computer

                                       2
<PAGE>

software programs and programming material of whatever form or nature, jingles,
slogans, the Stations' logos and all other logos or licenses to use same and any
and all other intangible property rights of Seller, which are used in connection
with the operation of the Stations, including but not limited to those listed in
Schedule 1.1.4 hereto (collectively, the "Intellectual Property") together with
any associated good will and any additions thereto between the date hereof and
the Closing Date;

          1.1.5  All of the Seller's rights in and to all the files, documents,
records, and books of account relating to the operation of the Stations or to
the Station Assets, including, without limitation, each of the Stations' public
files, programming information and studies, technical information and
engineering data, news and advertising studies or consulting reports, marketing
and demographic data, sales correspondence, lists of advertisers, promotional
materials, credit and sales reports and filings with the FCC,  originals of all
written Contracts to be assigned hereunder, logs, software programs and books
and records relating to employees, financial, accounting, legal, operation and
technical matters; but excluding records relating solely to any Excluded Asset
(as hereinafter defined);

          1.1.6  All of the Seller's rights under manufacturers', distributors',
wholesalers', retailers', and vendors' warranties relating to items included in
the Station Assets and all similar rights derived from, for, and/or against any
and all third parties relating to items included in the Station Assets;

          1.1.7  All real property owned by the Seller together with all
appurtenant easements thereunto and all structures, fixtures and improvements
located thereon used in connection with the Stations' operations as more fully
described in Schedule 1.1.7 hereto, together with any additions

                                       3
<PAGE>

thereto from the date hereof through the Closing Date (the "Owned Real Estate");

          1.1.8   All rights, entitlement, benefits and interests of the Seller
under any and all of the leases of real property used in connection with the
Stations' operations (the "Leased Real Estate") (collectively with the Owned
Real Estate, the "Real Estate"), which Leased Real Estate is identified and
described in Schedule 1.1.8;

          1.1.9   All such other assets, properties, interests and rights,
whether real or personal, owned by the Seller that are used in connection with
the business and operation of the Stations or that are located as of the Closing
Date on the Real Estate, except Excluded Assets; and

          1.1.10  All of the Seller's rights in and to all claims and causes of
action for any past infringement of any of the Intellectual Property, and any
rights which may accrue between the date hereof and the Closing Date.

      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 the
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 the 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;

                                       4
<PAGE>

          1.2.5   The Seller's corporate seals, minute books, charter, limited
liability company, limited partnership,  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 the
Seller, and duplicate copies of such financial records as are necessary to
enable the Seller to file its tax returns and reports as well as any other
records or materials relating to the Seller generally;

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

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

          1.2.8   Any right to use the name "Hirsh Broadcasting" or any
variation thereof;

          1.2.9   All contracts entered into before this Agreement and not
listed in Schedule 1.1.3;

          1.2.10  Those specific assets identified on the Excluded Assets
Schedule attached to this Agreement as Schedule 1.2.10;

          1.2.11  Except as described in Section 1.1.10, all of Seller's rights
in and to all causes of action; and

          1.2.12  All tax refunds relating to the period prior to the Closing.

                                   ARTICLE 2

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

      2.1 Assumption of Obligations.  Subject to the provisions of this Section
          -------------------------
2.1 and Section 2.2,  on the Closing Date, Buyer shall assume the obligations of
the Seller arising or to be performed

                                       5
<PAGE>

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."

      2.2  Retained Liabilities.  Notwithstanding anything contained in this
           --------------------
Agreement to the contrary, Buyer does not assume nor 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 (the "Retained Liabilities"):

           2.2.1   All obligations or liabilities of the Seller or any
predecessor or Affiliate of the Seller which relate to any of the Excluded
Assets;

           2.2.2   Other than taxes expressly allocated pursuant to other
provisions of this Agreement, tax judgments, assessments or 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 F.I.C.A., unemployment compensation, 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;

           2.2.3   All liabilities or obligations of the Seller owed to any of
its Affiliates (as hereinafter defined);

                                       6
<PAGE>

          2.2.4    All liabilities or obligations arising out of any breach by
the Seller or a predecessor or Affiliate of the Seller of any of the terms or
conditions of any provision of any Real Estate Deed, Lease or Contract;

          2.2.5    All liabilities and obligations of the Seller or a
predecessor or Affiliate of the Seller resulting from, caused by or arising out
of, any violation of law, including but not limited to any statute, regulation,
ordinance, decree, or judgment;

          2.2.6    Any claims, liabilities, judgments, settlements, consents,
orders, decrees and obligations of any Seller as an employer, including, without
limitation, liabilities for wages, supplemental unemployment benefits, labor
claims, EEOC  claims, vacation benefits, severance benefits, retirement
benefits, ERISA benefits or claims, 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 the Seller or arising out of any labor matter involving the
Seller as an employer, and any claims, liabilities and obligations arising from
or relating to the Employee Benefit Plans;

          2.2.7    Any claims, liabilities, settlements, judgments, proceedings,
executions, losses, damages, or expenses relating to any litigation, claim,
action, suit proceeding, or investigation of any nature arising out of the
operations of any of the Stations on or prior to the Closing Date including,
without limitation, any claims against or any liabilities for personal injury to
or death of persons or damage to or destruction of property, any workers'
compensation claims, and any warranty claims;

                                       7
<PAGE>

          2.2.8    Except as provided in Section 3.3, any accounts payable,
other indebtedness, obligations or accrued liabilities of the Seller;

          2.2.9    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 the Seller and by any other person in
relation to Seller or the Stations, 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; and

          2.2.10   Any fees and expenses incurred by Seller in connection with
negotiating, preparing, closing, performing, complying with, and  carrying out
this Agreement and the transactions contemplated by this Agreement, including,
without limitation, the fees and expenses of Seller's attorneys, accountants,
investigators, auditors,  consultants and brokers.

                                   ARTICLE 3

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

      3.1 Delivery of Consideration.  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 (as
hereinafter defined) deliver to Seller: Twelve Million Dollars ($12,000,000.00)
US (subject to adjustment, the "Purchase Price"); by wire transfer of
immediately available funds, adjusted pursuant to the provisions of Section 3.3,
and by the One Hundred Twenty Five Thousand Dollars ($125,000.00) US Holdback
Amount required by Section 8.10, below.

      3.2 Allocation of Consideration.  Within sixty (60) days after the
          ---------------------------
execution of this

                                       8
<PAGE>

Agreement, Seller and Buyer shall negotiate in good faith an allocation of the
total consideration among the Station Assets (the "Allocation"). If the
Allocation is not agreed upon within thirty (30) days, Buyer will order an
appraisal of the Station Assets from Broadcast Investments Analysts ("BIA") and
BIA will determine the Allocation. The appraisal, if required, shall be provided
to Seller within forty five (45) days after it is ordered. Buyer and Seller
agree to prepare and file all income tax 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 Seller 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
Seller.

      3.3 Allocations and Prorations.
          --------------------------

          3.3.1    The operation of the Stations 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 (other than Trade Agreements),  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,

                                       9
<PAGE>

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. 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 3.3.1, 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 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
3.3.1 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. In the event of any dispute between the
parties as to adjustments, the amounts not in dispute shall be paid and the
amounts in dispute shall be placed in an escrow account and shall be released
within five (5) days of the resolution of such dispute by an

                                      10
<PAGE>

independent certified public accountant mutually acceptable to the parties. The
accountant's resolution of the dispute shall he final and binding on the
parties, and a judgment may be entered thereon in any court of competent
jurisdiction. The fees and expenses of such accountant shall be paid one-half
(1/2)by Seller and one-half (1/2) by Buyer.

                                   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 all of the Station Licenses have
become Final Orders (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 (iii) 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 granting an application 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 Myrtle
Beach, South Carolina, 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

                                      11
<PAGE>

expressly conditioned upon and are subject to the prior consent and approval of,
the FCC ("FCC Consent").

      5.2 FCC Applications.   Within ten (10) business days after the execution
          ----------------
of this Agreement, 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.

                                   ARTICLE 6

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

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

          6.1.1   Organization, Good Standing, Etc. (i) The Seller is a limited
                  --------------------------------
partnership duly organized and validly existing under the laws of Delaware, has
all requisite power and authority to own, lease and operate its properties and
to carry on its 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.

                  (ii)  The Seller has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the Seller and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of Seller, its officers, directors,
shareholders, and/or partners (whether general or limited). This Agreement has
been duly executed and delivered by Seller and constitutes the legal, valid and
binding obligation of the Seller, enforceable against it in accordance with its
terms.

                                      12
<PAGE>

          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 will (i)
violate, conflict with or result in any breach or default of any provision of
the organizational documents of the Seller, (ii) violate, conflict with or
result in a violation or breach of, or constitute a default (with or without due
notice, lapse of time, right to cure, or all of the foregoing) under, or permit
the suspension or termination of, or 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, covenant, term, condition, or result in
the loss of any material benefit, or give rise to the creation of any material
lien, charge, security interest, judgment, claim or encumbrance upon any of the
properties or assets of the Seller or any of its subsidiaries or Affiliates
under any of the terms, conditions or provisions of any loan or credit
agreement, note, bond, mortgage, indenture or deed of trust, promissory note,
security agreement, chattel mortgage, debt, 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, or (iii) violate any order, writ, judgment, injunction, decree,
statute, rule, ordinance or regulation of any court, administrative agency or
commission or other governmental authority or instrumentality (a "Governmental
Entity") applicable to the Seller or any of its 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 Seller in
connection with the execution and delivery of this Agreement by Seller or the
consummation by Seller of the transactions contemplated hereby, except for
consents of the FCC to the assignments of the Station Licenses (as defined in
Section 1.1.1).

          6.1.3   Financial Statements. Seller has previously provided Buyer the
                  --------------------
most recent

                                      13
<PAGE>

copies of the Stations' audited balance sheets, and the related income
statements and pro forma broadcast cash flow analyses and the internally
prepared financial statements including income statements and pro forma
broadcast cash flow analyses (such financial statements collectively being
referred to as the "Seller Financial Statements"). The Seller Financial
Statements were prepared in the ordinary course of business on a consistent
basis throughout the periods covered thereby and present fairly, in all material
respects, the consolidated financial position, results of operations and changes
in cash flow of the Stations as of such dates and for the periods then ended
(subject, in the case of the unaudited Seller Financial Statements, to the
absence of notes and to normal, recurring adjustments that would not be material
in the aggregate).

          6.1.4   Absence of Undisclosed Liabilities.  To Seller's knowledge,
                  ----------------------------------
there are no material liabilities of any kind whatsoever with respect to any of
the  Stations (whether absolute, vested, matured, in arrears, accrued,
contingent or otherwise, and whether due or to become due), other than the
liabilities and obligations (i) provided for or reserved against in the Seller
Financial Statements or (ii) arising in the ordinary course of business after
the date of the latest audited balance sheet pertaining to the Stations and
consistent with past experience.

          6.1.5   Compliance with Applicable Laws; FCC Matters.  (i) Except as
                  --------------------------------------------
permitted or contemplated hereby, to Seller's best knowledge, the operations of
the Stations  have been and now are being 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 the Seller,  the
Stations or their respective properties or assets. No investigation or review by
any Governmental Entity with respect to the Seller or any of the  Stations is
pending or, to the Seller's knowledge, is threatened.  Without limiting the
generality of the foregoing and with respect to the Stations, the

                                      14
<PAGE>

Stations comply in all material respects with the Communications Act of 1934, as
amended (the "Communications Act"), all 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 the towers used by the Stations (including
all rules regulating hazards to air navigation, registration of radio towers,
and exposure of humans to non-ionizing radio frequency radiation). In addition,
Seller has duly and timely filed, or caused to be filed, with the appropriate
Governmental Entities all applications, reports, statements, fees, documents,
registrations, filings or submissions with respect to the operations of the
Stations 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. To
Seller's knowledge, all the material required by 47 C.F.R. (S) 73.3526 to be
kept in the public inspection files of the Stations is in such files. Seller has
no knowledge of any fact or circumstance relating to the Seller or any of the
Stations 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 (a) disqualify Seller from
assigning the Station Licenses to the Buyer or (b) prevent or delay the
consummation by Seller of the transactions contemplated by this Agreement.

          (ii) Schedule 1.1.1 lists (a) all licenses, permits and other
authorizations (including all STL licenses and construction permits) issued by
the FCC relating to the Stations as of the date of this Agreement and (b) all
licenses, permits, or authorizations issued by any other Governmental Entities
which are material to the operations of the Stations as of the date of this
Agreement.  Such

                                      15
<PAGE>

licenses, permits and authorizations, and all applications for modification,
extension or renewal thereof or for new licenses, permits, permissions or
authorizations that would be material to the operations of the Stations, 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 Stations have
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 any of the Stations which
reasonably may be expected to result in the revocation, material adverse
modification, non-renewal or suspension of any of the Station Licenses, the
denial of any pending applications for the 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 any Station's ability to
operate as currently operated or the Buyer's ability to obtain assignment of the
Station Licenses. With the exception of operations pursuant to any existing STAs
set out in Schedule 1.1.1 hereto, and with the further exception of such
temporary reduced power operations as are necessary for routine maintenance, the
Stations operate in conformity with the Station Licenses and within the
operating power tolerances specified in 47 C.F.R. (S) 73.1560(b). No other
broadcast station or radio communications facility is causing interference to
the Stations' transmissions beyond that which is allowed by FCC rules and
regulations.

          6.1.6  Litigation.  There is (i) no action, suit, litigation, inquiry,
                 ----------
judicial or administrative proceeding, or arbitration pending or, to the
knowledge of Seller, threatened against the Seller or any of the Stations or any
of their respective properties or assets by or before any arbitrator or
Governmental Entity nor are there any investigations relating to Seller or any
of the

                                      16
<PAGE>

Stations or any of their respective properties or assets pending or threatened
by or before any arbitrator or Governmental Entity; (ii) no judgment,
settlement, order, decree, injunction, or order of any Governmental Entity or
arbitrator outstanding against the Seller or any of the Stations or any of their
respective properties or assets and; (iii) no action, suit, litigation, inquiry,
claim, judicial or administrative proceeding pending or threatened against the
Seller or any of the Stations by a third party relating to the Seller or the
Station Assets or any of the transactions contemplated by this Agreement.

          6.1.7   Insurance.  Schedule 6.1.7 includes copies of all fire,
                  ---------
liability and other policies of insurance and all fidelity bonds held by or
applicable to  the Stations setting forth in respect of each such policy the
policy name, policy number, carrier, term, type of coverage and annual premium.
No event or claim has occurred, including, without limitation, the failure to
give any notice or information, or the delivery of any inaccurate or erroneous
notice or information, or any reservation of rights, which limits or impairs the
rights of the insured parties under any such insurance policies. Seller shall
cause comparable policies of insurance to remain in effect for  acts, omissions
and events occurring on or prior to the Closing Date.

          6.1.8.  Real Estate.
                  -----------

     (i)  Schedule 1.1.7 accurately lists and describes all of the Owned Real
Estate held or used by the Stations.  Seller possesses good and marketable fee
simple title, insurable at standard rates, to all of the Owned Real Estate
(including the improvements thereon), free and clear of all liens, mortgages,
pledges, covenants, judgments, foreclosure, condemnation, eminent domain,
possession or eviction proceedings, easements, restrictions, encroachments,
leases, charges and other claims and

                                      17
<PAGE>

encumbrances of any nature whatsoever, and without reservation or exclusion of
any mineral, timber, water or other rights or interests, except for Permitted
Liens.

     (ii)   Schedule 1.1.8 accurately lists and describes all of the Leased Real
Estate held or used in the operation of the Stations.  Each lease of real
property pertaining to the Leased Real Estate (a "Real Estate Lease") is in full
force and effect and is binding and enforceable in accordance with its terms.
The Seller has timely performed its obligations under the Real Estate Leases.
There is no default or claim of default or breach against the Seller or any
other party to the Real Estate Leases, or any event or circumstance that, with
the passage of time or the giving of notice or both, would result in (x) a
default by the Seller or (y) to the best of Seller's knowledge, a default by any
other party to the Real Estate Leases.  No notice of termination, foreclosure,
eviction, or possession, condemnation or eminent domain,  has been issued with
respect to any Real Estate Lease.  The Real Estate Leases are assignable to
Buyer on the same terms and conditions as Seller now enjoy under the Real Estate
Leases.

     (iii)  With the exception of access rights of tower tenants, no persons or
entities other than the Seller possess or shall possess any interest in the Real
Estate, apart from Permitted liens.

     (iv)   The buildings (or portions thereof), improvements and fixtures in
the Real Estate are suitable for their intended use.

     (v)    There are no pending or, to the best of Seller's knowledge, any
threatened foreclosure, eviction, possession, condemnation or eminent domain
proceedings that may have an adverse affect on Buyer's use of the Real Estate
for the operation of the Stations.

     (vi)   Seller possesses valid contractual rights to use adequate routes of
ingress and egress to, from and over all of the Real Estate necessary to operate
the Stations.

                                      18
<PAGE>

     (vii)   To the best of Seller's knowledge, no utility lines serving the
Stations pass over the lands of others, except where appropriate easements or
licenses have been obtained.

     (viii)  No improvement on any of the Real Estate encroaches upon the
adjacent real property of any other person or entity.

             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 operations of the Stations (other than
Real Estate, which is addressed in the foregoing Section 6.1.8).  Seller owns
and possesses good and  marketable title to all  property referred to in the
immediately preceding sentence  and none of such property is subject to any
Liens, other than Permitted Liens.  The tangible personal property and fixtures
owned or used or to be acquired by Seller, and necessary for the operation of
the Stations, are in good operating condition (subject to normal wear and tear)
and are sufficient to permit the conduct of the business of the Stations in
compliance with FCC rules and regulations. At Closing, Seller shall own or hold
under valid leases all of the tangible personal property listed in Schedule
1.1.2 and this shall include all of the tangible personal property and fixtures
necessary to conduct the business of the Stations as presently conducted.   The
Station Assets to be transferred hereunder  constitute all of the assets, rights
and properties that are required for the operation of the Stations in compliance
with FCC rules and regulations and as they are now operated.

             6.1.10  Liens and Encumbrances.  All of Seller's  properties and
                     ----------------------
assets relating to the Stations, including leases, are free and clear of all
liens, pledges, claims, orders, security interests, writs,  judgments,
restrictions, mortgages (real or personal), tenancies and other possessory
interests, conditional sale or other title retention agreements, assessments,
easements, rights of way, covenants,

                                      19
<PAGE>

restrictions, rights of first refusal, defects in title, encroachments and other
burdens, options or encumbrances of any kind (collectively, "Liens") except (i)
statutory Liens securing payments not yet delinquent or the validity of which
are being contested in good faith by appropriate actions, (ii) Liens for taxes
not yet delinquent, (iii) Liens securing indebtedness, all of which Liens will
be fully discharged by Seller at the Closing upon repayment of all amounts due
and owing, (iv) Liens incurred in the usual and normal conduct of the business
of the Stations, 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, (v) Liens on leases arising from the provisions of such leases,
and (vi) zoning ordinances (the Liens referred to in clauses (i) through (vi)
being "Permitted Liens").

           6.1.11   Environmental Matters.  On the date of this Agreement:
                    ---------------------

                    (i)  To Seller's knowledge, the Real Estate used in
connection with the Stations and the operations thereon is, and with respect to
any predecessor or prior owner, operator or lessee (each a "Predecessor") has
been, in substantial compliance with all applicable federal, state and local
statutes, codes, rules, ordinances or regulations as well as common law
decisions relating to the environment, natural resources and public or employee
health and safety ("Environmental Laws");

                    (ii) No judicial or administrative proceedings are pending
or, to the Seller's knowledge, threatened against the Seller, or any of the Real
Estate used in connection with the Stations alleging the violation of or seeking
to impose liability pursuant to any Environmental Law. No notice or claim from
any Governmental Entity or other person has been given to Seller claiming
violation of or alleging any liability under remediation of any Environmental
Laws in connection with any of the Real Estate used in connection with the
Stations or operations thereon;

                                      20
<PAGE>

                    (iii)  To Seller's knowledge, there are no facts,
circumstances or conditions on the Real Estate or the operations thereon used in
connection with the Stations or the operations thereon that are reasonably
likely to give rise to an environmental claim or result in Environmental Costs
and Liabilities;

                    (iv)   To Seller's knowledge, all substances, materials or
waste that are regulated by federal, state or local government, as well as any
petroleum or petroleum derived product, used or generated by Seller or by any
Predecessor in connection with the Real Estate used in connection with the
Stations ("Hazardous Substances"), have been stored, used, treated, and disposed
of by such persons or on their behalf in such manner as not to result in any
material Environmental Costs or Liabilities. "Environmental Costs and
Liabilities" means any losses, including environmental remediation costs, clean
up funds, liabilities, obligations, damages, fines, penalties or judgments,
arising from or under any Environmental Law or order of or agreement with any
Governmental Entity or other person;

                    (v)    To Seller's knowledge, there are not now, nor have
there been in the past, on, in or under any Real Estate used in connection with
the Stations when owned, leased or operated by Seller or, when owned, leased or
operated by any Predecessor, any of the following: any (w) underground storage
tanks, above-ground storage tanks, dikes or impoundments containing Hazardous
Substances, (x) asbestos containing materials, (y) polychlorinated biphenyls or
(z) radioactive substances; and

                    (vi)   The Stations' operations do not have a significant
environmental impact, as defined by 47 C.F.R. (S) 1.1307.

          6.1.12    Taxes. (i) All Tax Returns (as defined in subsection (vii)
                    -----
below) that are

                                      21
<PAGE>

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.
All Taxes, whether or not reflected on the Tax Returns, which are due with
respect to the Seller and any of its Affiliates have been timely paid by the
Seller and/or any such Affiliates, whether or not such Taxes are disputed. For
the purposes of this Section 6.1.12 only, Affiliates shall mean any entity that
files a consolidated tax return with the Seller.

                    (ii)  No claim, judgment, lien, settlement, writ, or order
for assessment or collection of Taxes has been asserted against the Seller or
any Affiliates. None of the Seller's nor any of the Seller's Affiliates is a
party to any pending audit, action, suit, claim, litigation, proceeding or
investigation by any Governmental Entity for the assessment or collection of
Taxes, nor does the Seller or any Affiliate have knowledge of any threatened
audit, suit, claim, litigation, action, proceeding or investigation.

                    (iii) None of the Seller's nor any of Seller's Affiliates
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 the Seller or any Affiliate does not currently file Tax
Returns that the Seller or its Affiliates is or may be subject to taxation by
that jurisdiction. Nor is the Seller or any of its Affiliates 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 any of the Stations as a
result of or in connection with any failure, or alleged failure to pay any Tax.

                    (iv)  The 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

                                      22
<PAGE>

third party or entity.

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

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

                    (vii) For purposes of this Agreement, the terms "Tax" and
"Taxes" shall mean all federal, state, local, or foreign income, payroll,
Medicare, Medicaid, withholding, unemployment insurance, social security, FICA,
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, document, 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 return or statement relating to Taxes
or any amendment thereto, and including any schedule or attachment thereto.

          6.1.13    Personnel. Seller has provided Buyer with a complete and
                    ---------
correct list as of February 1, 2000 of the names, positions, and location of all
employees or other Station and broadcast personnel (whether employees or
independent contractors or employees of a time broker) of the Stations, which
sets forth the current salaries of all such employees and the other compensation
arrangements with all General Managers, Station Managers, General Sales
Managers, Local Sales Managers, National Sales Managers, Program Directors,
Business Managers and Traffic Managers (collectively, "Station Management") and
all on-the-air broadcast personnel of the Stations and indicates which of those

                                      23
<PAGE>

employees, Station Management or on-the-air broadcast personnel is a party to an
employment or consulting or similar contract with that is not terminable upon
notice of 60 days or less without additional cost to the employer.

          6.1.14    Contracts The Contracts are the only contractual agreements
                    ---------
necessary to carry out the business and operations of the Stations as currently
conducted. Each Contract with respect to the Stations 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 Stations have performed in all
material respects the obligations required to be performed by them and are not
(with or without lapse of time or the giving of notice, right to cure, or both)
in material breach or default thereunder. Schedule 1.1.3 identifies, as to each
Contract with respect to the Stations 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.

          6.1.15    ERISA Compliance. Neither the Seller nor any other trades or
                    ----------------
businesses under common control within the meaning of Section 4001(b)(1) of
ERISA (collectively, the "ERISA Group") has 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. Included are written lists of 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 Stations maintained by Seller, or as to which the
Seller (with respect to such individuals) has any liability or obligation
(collectively, "Employee Benefit Plans").

                                      24
<PAGE>

          6.1.16    Labor Seller has not agreed to recognize any union or other
                    -----
collective bargaining unit, nor has any union or other collective bargaining
unit been certified as representing any of Seller's employees. Seller, with
respect to the Stations, (i) is and has been in substantial compliance with all
applicable laws regarding employment and employment practices, terms and
conditions of employment, wages and hours, and plant closing, occupational
safety and health and workers' compensation and is not engaged, nor has it
engaged, in any unfair labor practices; (ii) has no, and has not had any, unfair
labor practice charges or complaints pending or threatened against it before the
National Labor Relations Board; (iii) has no, and has not had any, grievances
pending or threatened against it; and (iv) has no, and has not had any, charges
pending or threatened against it before the Equal Employment Opportunity
Commission or any state or local agency responsible for the prevention of
unlawful employment practices. There is no labor strike, slowdown, work stoppage
or lockout actually pending or threatened against or affecting any of the
Stations. No union organizational campaign or representation petition is
currently pending with respect to any of the employees working for any of the
Stations.

          6.1.17    Patents, Trademarks, Etc. Schedule 1.1.4 sets forth all call
                    -------------------------
letters, patents, patent applications, trademarks, trade dress, trade names,
Internet domain names, service marks, trade secrets, applied for, issued, owned
or used, copyrights and other proprietary Intellectual Property used in the
operation of the Stations (whether owned, leased or licensed). Seller has not
received any notice of any claimed conflict, notice of cease and desist, suit,
complaint, settlement, litigation, judgment, claim, proceeding, action,
violation or infringement pertaining to such Intellectual Property rights. None
of such material Intellectual Property rights is being infringed by any third
party.

          6.1.18    Absence of Certain Changes or Events. Except as contemplated
                    ------------------------------------
or

                                      25
<PAGE>

expressly permitted by this Agreement, since the date of the last relevant
audited balance sheet pertaining to each of the Stations there has not been (i)
any material damage, destruction or loss of any kind with respect to the
Stations not covered by valid and collectible insurance; (ii) with respect to
the Stations the execution of any agreement with any Station Management or
broadcast personnel (whether an employee or independent contractor) providing
for his/her employment, or any increase in compensation or severance or
termination of benefits payable or to become payable by Seller, to any officer,
Station Management, or broadcast personnel (whether an employee or independent
contractor), or any increase in benefits under any collective bargaining
agreement, except in any case in the ordinary course of business consistent with
prior practice and except as permitted by Section 8.1.1 (x); or (iii) any change
by the Seller in its financial or tax accounting principles or methods.

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

          6.1.20    Full Disclosure. No representation or warranty by the Seller
                    ---------------
contained in this Agreement (including the Schedules hereto) or in any
certificate furnished pursuant to this Agreement contains or will contain any
knowingly untrue statement of a material fact, or knowingly omits or will omit
to state any material fact necessary, in light of the circumstances under which
it was or will be made, in order to make the statements herein or therein not
misleading.

          6.1.21    Sellers' Financial Condition. No insolvency proceedings of
                    ----------------------------
any character, including, without limitation, bankruptcy, receivership,
reorganization, composition or arrangement with creditors, voluntary or
involuntary, affecting the Seller or any of its respective assets or properties
are pending, or threatened, and Seller has not made any assignment for the
benefit of creditors,

                                      26
<PAGE>

fraudulent conveyances, preferences, or transfers, nor has the Seller 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, satisfy, or discharge, or to make appropriate provision
for the payment of any and all creditors of Seller prior to making any
distribution to its partners.

                                   ARTICLE 7

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

     7.1  Organization and Standing. Buyer is a limited liability company 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 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 Stations 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 action on behalf of Buyer and constitute the valid and binding
obligation of Buyer, enforceable in accordance with its terms.

     7.3  Qualification. To Buyer's knowledge, there is no fact, allegation,
          -------------
condition, or circumstance relating to Buyer that could reasonably be expected
to prevent the grant of the FCC Consent subject to Buyer's sale or transfer of
such stations in the Myrtle Beach, South Carolina market as may be required to
comply with the FCC's multiple ownership rules. Buyer knows of no fact other
than multiple ownership considerations as set forth in the prior sentence that
would, under the Communications Act of 1934, as amended, or the rules,
regulations and policies of the FCC, disqualify

                                      27
<PAGE>

Buyer from becoming the licensee of the Stations.

     7.4  Absence of Conflicting Agreements or Required Consents. Except for the
          ------------------------------------------------------
FCC Consent contemplated herein, the execution, delivery and performance of this
Agreement by Buyer: (i) does not violate or conflict with any of the terms,
conditions or provisions of the Certificate of Formation or Regulations of
Buyer; (ii) does not require the consent of any third party not affiliated with
Buyer; (iii) will not violate any applicable statute, ordinance law, judgment,
settlement, order, injunction, decree, rule, regulation or ruling of any
governmental authority to which Buyer is a party; and (iv) 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 or breach under, any
agreement, instrument, license or permit to which Buyer is now subject.

     7.5  Litigation: Compliance with Law. There is no litigation,
          -------------------------------
administrative action, suit, claim, 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,
statute, 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  Broker, Commission or Finder's Fees. Neither Buyer nor any entity
          -----------------------------------
acting on behalf of Buyer has agreed to pay a broker, commission, finder's fee
or similar payment in connection with this Agreement or any matter related
hereto.

     7.7  Full Disclosure. No representation or warranty by Buyer contained in
          ---------------
this Agreement

                                      28
<PAGE>

(including the Schedules hereto) or in any certificate furnished pursuant to
this Agreement contains or will contain any untrue statement of a material fact,
or omits or will omit to state any material fact necessary, in light of the
circumstances under which it was or will be made, in order to make the
statements herein or therein not misleading.

                                   ARTICLE 8

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

     8.1  Conduct of Stations 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 each of the Stations shall:

                    (i)    use commercially reasonable efforts to maintain its
present business organization, keep available the services of its present
employees and independent contractors, preserve its relationships with customers
and others having business relationships with the Station, and refrain from
materially and adversely changing any of its business practices and policies
(including but not limited to advertising (including substantially the same
amount of cash expenditure), marketing, promotion, pricing, purchasing,
personnel, sales, and budget practices and policies).

                    (ii)   maintain its books of account and records in the
usual and ordinary manner and in accordance with past accounting practices;

                    (iii)  notify Buyer if the regular broadcast transmission of
any Station from its main transmitting facilities at full authorized effective
radiated power is interrupted for a period of more than five consecutive hours
or for an aggregate of 10 or more hours in any continuous three-day period;

                                      29
<PAGE>

                    (iv)   operate in the usual and ordinary course of business
in accordance with past practice and 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;

                    (v)    use, repair, and, if necessary, replace any of the
Station's studio and transmission assets in a reasonable manner consistent with
historical practice and maintain the assets in substantially their current
condition, ordinary wear and tear excepted;

                    (vi)   maintain  insurance in accordance with Section 6.1.7;

                    (vii)  not, without the prior written 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) individually or Twenty-five
Thousand Dollars ($25,000) in the aggregate;

                    (viii) not lease, sell, convey, transfer, assign, license,
transfer, encumber, 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;

                    (ix)   not, without the prior written consent of Buyer, (a)
modify or extend any Contracts or (b) enter into any new Contracts the payments
under which exceed Ten Thousand Dollars ($10,000) individually or Twenty-five
Thousand Dollars ($25,000) in the aggregate;

                    (x)    not make or grant any general wage or salary increase
or generally materially modify the employees' terms and conditions of
employment, and with respect to any of the Station Management and on-air
personnel, Seller shall not make or grant any wage or salary increase

                                      30
<PAGE>

or modify any terms and conditions of employment without the prior written
consent of Buyer; provided, however, that Seller shall be permitted to make
bonus payments to any employees including Station Management and on-air
personnel;

                    (xi)   not make any change in the accounting principles,
methods, or practices followed by it or depreciation or amortization policies or
rates;

                    (xii)  not make any loans or make any dividends or
distributions other than of Excluded Assets;

                    (xiii) other than in the ordinary course of business, not
cancel, discharge, or compromise any debt or claim, or waive or release any
right, of material value;

                    (xiv)  not disclose, directly or indirectly, to any person
or entity (other than Buyer and its representatives) any confidential or
proprietary information;

                    (xv)   use commercially reasonable efforts to maintain the
present format of the Station and with programming consistent with past
practices;

                    (xvi)  other than in the ordinary course of business, not
increase the number of regularly scheduled commercial units run during the day-
parts on the Station (other than changes in the number of commercial units run
during any day-part as a result of operating difficulties that require
commercial units to be broadcast at times other than as scheduled); or

                    (xvii) agree to do any of the foregoing.

     8.2  Buyer Access. Seller shall (i) give or cause the Stations to 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, Trade Agreements, reports
and records including financial information and tax returns relating to each and

                                      31
<PAGE>

all of the Stations, and to all real estate, buildings and equipment relating to
the Stations, 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 Stations, 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 Stations, 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
Stations.

          8.2.1     Interim Financial Statements. Seller shall promptly deliver
                    ----------------------------
to Buyer copies of any monthly, quarterly or annual financial statements
relating to the Station operations that may be prepared or received by Seller
during the period from the date hereof through the Closing Date. Such financial
statements shall fairly and accurately present the financial position and
results of operations of the Stations as of the dates and for the periods
indicated, and if prepared by or on behalf of Seller, shall be prepared on a
basis consistent and in accordance with the basis upon which the financial
statements in Section 6.1.3 were prepared.

     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.

     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, servant, or agent of Seller to comply
with or satisfy in any material respect any covenant, condition or agreement to
be complied with hereunder; (ii) the occurrence of any event that would entitle
Buyer to terminate this Agreement pursuant to Section 15.1; or (iii) any overt
threat or

                                      32
<PAGE>

actual resignation or termination of any Station Management or over-the-air
personnel at the Stations.

     8.6  Updating of Schedules. From time to time prior to the Closing, Seller
          ---------------------
will supplement or amend the Schedules delivered in connection herewith with
respect to any matter which exists or occurs after the date of this Agreement
and which, if existing or occurring at or prior to the date of this Agreement,
would have been required to be set forth or described in the Schedules is
necessary to correct any information therein. The provisions of this Section are
informational only and Buyer shall not be bound to the terms of any changed
Schedules unless they are incorporated into this Agreement by a written
amendment signed by Buyer.

     8.7  Enforcement of Agreements. [Intentionally Omitted]
          --------------------------

     8.8  FCC Filings. Seller shall file or cause to be filed on a current basis
          -----------
until the Closing Date all applications, fees, reports and documents required to
be filed with the FCC with respect to the Stations. Copies of each such
application, fee filing, report and document filed between the date hereof and
the Closing Date shall be furnished to Buyer promptly after its filing.

     8.9  Updating of Information. Between the date of this Agreement and the
          -----------------------
Closing Date, Seller will deliver to Buyer, on a monthly basis within 30 days of
the end of each month, information relating to the operation of the Stations,
including weekly sales reports and such other financial information that may be
reasonably requested.

    8.10  Indemnification.
          ---------------

          (i)   From and after the Closing Date, Seller shall defend, indemnify
and hold Buyer, its Affiliates, and its assigns forever harmless from and
against all costs, suits, actions, claims, settlements, judgments, losses and
damages (including reasonable attorney fees at all levels) incurred by Buyer or
such Affiliates or assigns as a result of or arising out of (a) the breach by
Seller of any of

                                      33
<PAGE>

its representations and warranties contained in this Agreement, (b) the failure
by Seller to perform its covenants set forth in this Agreement, (c) the conduct
of the operations of the Stations 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, (d) any and all obligations or liabilities of Seller under
any contract or agreement not expressly assumed by Buyer pursuant to the terms
hereof, and (e) any acts or omissions of negligence, gross negligence, illegal
or wrongful conduct, or any claims for personal injury, death, or property
damage committed by Seller or its agents, servants, and employees, which accrued
prior to the Closing Date. This covenant shall survive the Closing Date, and the
expiration or termination of this Agreement.

          (ii)  On the Closing Date, Buyer and Seller will enter into the
Indemnification Escrow Agreement in the form of Exhibit 8.10 hereto in
accordance with which Buyer shall at Closing deposit an amount of the Purchase
Price equal to $125,000.00 US (the "Holdback Amount") with the escrow agent
identified in the Indemnification Escrow Agreement (the "Indemnification Escrow
Agent").

          (iii) Buyer shall be entitled to payment pursuant to the terms of this
Section 8.10 and the Indemnification Escrow Agreement for all amounts due to
Buyer with respect to any claim by Buyer against Seller for liabilities of
Seller payable under this Section with respect to breaches of representations
and warranties of Seller.

          (iv)  Seller hereby covenants and agrees that if, during the term of
the Indemnification Escrow Agreement, Seller is or becomes obligated to
indemnify Buyer under this Section 8.10, Seller will execute and deliver to the
Indemnification Escrow Agent written instructions, within ten (10) days of
Buyer's request, to release to Buyer such portion of the Holdback Amount as

                                      34
<PAGE>

is necessary to indemnify Buyer for amounts due under this Section.

     8.11  Asset Purchase Agreement. Seller shall place a copy of this Agreement
           ------------------------
(without schedules or exhibits) in the local public inspection file of each of
the Stations and shall append a copy of this Agreement to each application to
the FCC for the FCC Consent.

     8.12  Title Insurance. Within Sixty (60) days of the execution of this
           ---------------
Agreement, Seller shall provide Buyer with a draft ALTA title insurance binder
with respect to the Owned Real Estate.  If Buyer finds that the preliminary
binder reveals title defects which are unacceptable to it, then Seller shall
have up to five (5) days prior to the Closing to cure said defects.

                                   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 be satisfied by it hereunder and (iii) the
occurrence of any event that would entitle Seller to terminate this Agreement
pursuant to Section 15.1.

     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 one (1) year following
           -------------------
the Closing Date, Buyer shall make available during normal business hours for
audit and inspection by Seller and Seller's 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

                                      35
<PAGE>

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
Buyer's consummation of the transactions contemplated by this Agreement.

                                  ARTICLE 10

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

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

     10.1  Confidentiality. Buyer and Seller shall not disseminate, disclose,
           ---------------
reveal, divulge, inform, or communicate, directly or indirectly, through any
person or entity, including but not limited to its managers, members, officers,
directors, employees, representatives, agents, advisors, and attorneys, and
shall preserve and keep confidential all information ("Confidential
Information") obtained by them with respect to the other party 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 thereof, any schedules, contracts, records, properties,
extracts, summaries, documents or any 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

                                      36
<PAGE>

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. This covenant shall survive the Closing Date, and the
expiration or termination of this Agreement.

     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 Stations. Prior to Closing, Buyer shall not, directly or
           -------------------
indirectly, control or direct the operations of the Stations.

     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 shall defend
and indemnify Buyer and hold it forever harmless from any and all losses,
settlements, judgments, actions, suits, claims, costs, damages and expenses
(including but not limited to, reasonable attorneys' fees at all levels)
sustained by Buyer as a result of any failure of Seller to comply with any "bulk
sales" or similar laws. This covenant shall survive the Closing Date and the
expiration or termination of this Agreement.

     10.5  Public Announcements. Prior to the Closing, neither Buyer nor Seller
           --------------------
shall issue any press release or make any public disclosure with respect to the
transaction contemplated by this Agreement without the prior written approval of
the other party, except (i) Buyer and Seller may make

                                      37
<PAGE>

any disclosure as may be required by applicable law or by obligations pursuant
to any listing agreement with any securities exchange or any stock exchange
regulations; and (ii) Buyer and Seller may each continue such communications
with employees, customers, suppliers, franchises, lenders, lessors,
shareholders, and other particular groups as may be legally required or
necessary or appropriate and not inconsistent with the best interests of the
other party or the prompt consummation of the transactions contemplated herein.

     10.6  HSR Act. [INTENTIONALLY OMITTED]
           --------

     10.7  Employee Matters. (i) Commencing with the execution of this
           ----------------
Agreement, Seller shall make available the Stations' personnel during normal
business hours for Buyer to interview prior to the Closing Date. Prior to the
Closing Date, Buyer shall notify Seller of the names of the employees to whom
Buyer shall offer employment (herein referred to as "Transferred Employees").
Seller hereby consents to Buyer making such offers of employment relating to the
Stations subject to Closing. Seller shall be responsible for all obligations or
liabilities to those employees not offered employment by Buyer, and Buyer shall
have no obligations with respect to those employees (herein referred to as
Retained Employees).

     10.8  Condition of Real Estate. Buyer may, at its sole expense, conduct
           ------------------------
environmental studies, title examinations, and land surveys (the "Studies") of
the Real Estate. Buyer shall notify Seller if the Studies disclose an
environmental liability constituting a breach of the representations in Section
6.1.11, evidence encroachments that materially and adversely affect the use of
the Real Estate, or any other matters that materially and adversely affect title
to the Real Estate, Seller shall promptly commence remedial action at its
expense to cure the condition giving rise to such matter and attempt to cure
such condition prior to the Closing. Notwithstanding the foregoing, if the cost
of remedial

                                      38
<PAGE>

action exceeds $50,000, Seller may elect not to undertake such expenses,
provided, however, that in such event Buyer, at its option, may elect to
terminate this Agreement or reduce the Purchase Price due at Closing by $50,000,
in which case Buyer waives any default or breach by Seller under this Section.

                                  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 and Warranties. All representations and warranties of
           ------------------------------
Seller 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.

     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 to the
satisfaction of the Buyer.

     11.3  Third Party Consents and Approvals; Estoppel Certificates. Seller
           ---------------------------------------------------------
shall have obtained all third-party consents and approvals, if any, required for
the transfer or continuance, as the case may 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), and such third parties have provided
estoppel certificates, affidavits, consents, non-disturbance agreements, and/or
written clarifications of the rights of Buyer thereunder, all in form and
substance reasonably satisfactory to Buyer.

     11.4  Closing Certificates. Buyer shall have received a certificate, dated
           --------------------
as of the Closing

                                      39
<PAGE>

Date, from the Seller, executed by the General Partner of the Seller to the
effect of Sections 11.1 and 11.2.

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

           11.5.1   FCC. The FCC Consent shall have been issued by the FCC
                    ---
without any conditions that would otherwise permit Buyer to terminate this
Agreement pursuant to Section 15.1(v), below, and each such FCC Consent shall
have become a Final Order (as defined in Section 4.1).

           11.5.2   HSR Act. [INTENTIONALLY OMITTED]
                    -------

           11.5.3   Other Consents. 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, stipulation, settlement,
           -------------------
writ, 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 (i) all special warranty deeds,
bills of sale, endorsements, titles, licenses, 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 (ii) all
other documents, instruments, certificates and agreements required of Seller
under the terms of this Agreement.

     11.8  Material Adverse Change. No material adverse change in the business,
           -----------------------
assets, operations, prospects or condition of the Stations (financial or
otherwise) shall have occurred.

                                      40
<PAGE>

     11.9  Opinion of Counsel. Buyer shall have received a written opinion of
           ------------------
Seller's counsel dated as of the Closing Date as to the matters set forth in
Exhibit 11.9 hereto in form and substance reasonably satisfactory to Buyer.

                                  ARTICLE 12

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

     The obligations of Seller hereunder are, at its 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.

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

    12.3   Governmental Approval.
           ---------------------

           12.3.1   FCC. The FCC Consent shall have been issued by the FCC and
                    ---
each such FCC Consent shall have become a Final Order (as defined in Section
4.1).

           12.3.2   HSR Act. [INTENTIONALLY OMITTED]
                    --------

                                      41
<PAGE>

              12.3.3 Other Consents.  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.

     12.4  Adverse Proceedings.  No injunction, order, stipulation, settlement,
           -------------------
decree or judgment, writ, 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.

     12.5  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.

     12.6  Opinion of Buyer's Counsel.  Seller shall have received a written
           --------------------------
opinion of Buyer's counsel dated as of the Closing Date as to the matters set
forth in Exhibit 12.6 hereto in form and substance reasonably satisfactory to
Sellers.

                                  ARTICLE 13

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

     13.1  Expenses. Except as set forth in Sections 13.2 and, 13.3  below, each
           --------
party hereto shall be solely responsible for all costs and expenses 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 recordation, transfer
           ----------------------------------
and documentary taxes and fees, stamps, and any excise, sales or use taxes, and
all similar costs of transferring the Station Assets in accordance with this
Agreement the shall be borne equally by Buyer and Seller.  Buyer and Seller
shall, in good faith, attempt to calculate all such taxes and fees prior to
Closing and to settle

                                      42
<PAGE>

their respective obligations therefore on or before the Closing Date.

     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 equally by Buyer and Seller.

                                   ARTICLE 14

           ESCROW DEPOSIT, LIQUIDATED DAMAGES, SPECIFIC PERFORMANCE
           --------------------------------------------------------

     14.1  Escrow Deposit. Within five (5) business days after execution and
           --------------
delivery of this Agreement by all Parties, Buyer will deposit with Leibowitz &
Associates, P.A., ("Earnest Money Escrow Agent"), an irrevocable Letter of
Credit in the amount of Six Hundred Thousand Dollars ($600,000.00) US (the
"Earnest Money Escrow Deposit").  The Earnest Money Escrow Deposit shall be held
and disbursed by Earnest Money Escrow Agent pursuant to the terms of the Earnest
Money Escrow Agreement, appended hereto as Exhibit 14.1 (the "Earnest Money
Escrow Agreement"), which Earnest Money Escrow Agreement has been entered into
by the Seller, Buyer and  Earnest Money Escrow Agent.  At closing, the Earnest
Money Escrow Deposit shall be returned to Buyer.  If the Closing does not occur
because Buyer materially breached this Agreement or defaulted in the performance
of any of its material obligations hereunder and Seller has not breached this
Agreement or defaulted in the performance of any of its material obligations
hereunder, Buyer and Seller shall execute written instructions to the Earnest
Money Escrow Agent directing it to deliver the Earnest Money Escrow Deposit to
Seller as liquidated damages, as provided in Section 14.2.  If the Closing does
not occur because Seller materially breached this Agreement or defaulted in the
performance of any of its material obligations hereunder and Buyer has not
breached this Agreement or defaulted in the performance of any of its material
obligations hereunder, Buyer and Seller shall execute written

                                      43
<PAGE>

instructions to the Earnest Money Escrow Agent directing it to deliver the
Earnest Money Escrow Deposit to Buyer and Buyer may seek specific performance of
this Agreement, as provided in Section 14.3

      14.2    Liquidated Damages.  If this Agreement is terminated by Seller
              ------------------
pursuant to Section 15.1 (ii)(b), the Parties agree and acknowledge that Seller
will suffer damages that are not practicable to ascertain.  Accordingly, in such
event, Seller shall be entitled  to the sum of $600,000.00, as liquidated
damages, payable solely and exclusively through the Earnest Money Escrow
Agreement.  The Parties agree that the foregoing liquidated damages are
reasonable considering all the circumstances existing as of the date hereof and
constitute the Parties' good faith estimate of the actual damages reasonably
expected to result from the termination of this Agreement pursuant to Section
15.1 (ii)(b).  Seller agrees that, to the fullest extent permitted by law, the
right to receive the Earnest Money Escrow Deposit shall be its sole and
exclusive remedy if the Closing does not occur with respect to any damages
whatsoever that Seller may suffer or allege to suffer as a result of any claim,
suit, proceeding, litigation, or cause of action asserted by Seller relating to
or arising from breaches of the representations, warranties or covenants of
Buyer contained in this Agreement and to be made or performed at or prior to the
Closing. Except for a termination pursuant to Section 15.1 (ii)(b) (for which
the sole recourse of Seller shall be as  provided in this Section 14.2) or
pursuant to Section 15.1(i) (for which no party shall have any liability to the
other), the termination of this Agreement shall not relieve the Parties for any
liability or obligation relating to their breaches of this Agreement occurring
prior to such termination, or for any liability or obligation which survives the
expiration or termination of this Agreement.

      14.3    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 Buyer

                                      44
<PAGE>

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

                                  ARTICLE 15

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

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

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

            (ii)  by written notice of (a) 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  (b)  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.

            (iii) 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, dismiss, vacate,

                                      45
<PAGE>

or set aside), in 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;

          (iv)   by the party whose qualifications are not at issue, if, for any
reason, the FCC denies or dismisses any of the FCC Applications and the time for
reconsideration or court review under the Communications Act with respect to
such denial or dismissal has expired and there is not pending with respect
thereto a timely filed petition for reconsideration or request for review;

          (v)    by written notice of Buyer to Seller if the FCC Consents
contain a condition that reduces the value of this transaction to Buyer and the
time for reconsideration or court review under the Communications Act with
respect to such condition(s) has expired without the filing with respect thereto
of a timely petition for reconsideration or request for review;

          (vi)   by written notice of Buyer to Seller, or by Seller to the
Buyer, if the Closing shall not have been consummated within nine months after
acceptance for filing of the FCC Applications.

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

                                  ARTICLE 16

                                 RISK OF LOSS
                                 ------------

     16.1 Risk of Loss.  The risk of loss or damage to the Station Assets shall
          ------------
be upon the Seller at all times prior to the Closing Date. In the event of loss
or damage, Seller shall promptly notify Buyer thereof, and if the lost or
damaged Station Assets are capable of being replaced or repaired for an
aggregate amount less than One Hundred Fifty Thousand Dollars ($150,000.00),
then Seller shall, at its sole cost and expense, replace or repair such Station
Assets prior to the Closing Date or deliver to

                                      46
<PAGE>

Buyer at the Closing an amount in cash equal to the 'cost of replacement or
repair of such Station Assets, as mutually agreed in good faith by Buyer and
Seller. Notwithstanding the foregoing, if the amount required to replace or
repair such Station Assets exceeds One Hundred Fifty Thousand Dollars
($150,000.00), Seller may elect not to replace or repair such Station Assets,
provided, however, that in such event Buyer, at its option, may elect to
terminate this Agreement or agree to accept from Seller, at the Closing, an
amount in cash equal to the cost to replace or repair such Station Assets, as
mutually agreed in good faith by Buyer and Seller, and waive any default or
breach with respect to the loss or damage. Buyer may terminate this Agreement,
without any additional obligation to Buyer or Seller, if any of the Stations is
off the air or operating at less than 90 percent (90%) of its licensed power for
seven (7) or more consecutive days or ten (10) or more days in any thirty (30)
day period. Either party may extend the Closing Date by up to 30 days in order
to allow Seller to complete any repair or replacement, required or authorized by
this Section.

                                  ARTICLE 17

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

      17.1     Survival of Representations and Warranties.  The representations
               ------------------------------------------
and warranties contained in this Agreement and in any Exhibit, Schedule,
instrument or certificate delivered pursuant hereto, shall survive the Closing
until one (1) year after the Closing Date. The Indemnification Escrow Agreement
shall be in substantially the form of Exhibit 8.10 hereto and shall be entered
into among Buyer, Seller and an indemnification escrow agent reasonably
satisfactory to Buyer and Seller.  Buyer's rights to reimbursement or
indemnification for damages resulting from any untrue or incorrect
representation or warranty of the Seller shall not be affected or waived  by any
investigation made by Buyer (or anyone on Buyer's behalf) or whether or not
Buyer relied upon such untrue or incorrect

                                      47
<PAGE>

representation or warranty.

      17.2   Certain Interpretive Matters and Definitions.
             --------------------------------------------

             17.2.1  In General.  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.

             17.2.2  Affiliate.  Unless otherwise stated, the term "Affiliate"
                     ---------
has the meaning given it in Rule 12b-2 of Regulation 12B under the Securities
Exchange Act of 1934, as amended.

             17.2.3  Money.  All references to "$" or dollar amounts will be to
                     -----
lawful currency of the United States of America.

             17.2.4  Knowledge.  Representations made "to the best of
                     ---------
[a party's] knowledge" mean to the actual knowledge of that party after (i) due
inquiry of all managers, department heads or other similar employees or agents
or counsel of that party who are responsible for or who reasonably could be
expected to have substantial knowledge about the subject matters of the
representation being made and (ii) due examination of any documents,
correspondence or other items in the records of the party pertaining to the
subject matter of the representation being made.

      17.3   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

                                      48
<PAGE>

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. This section shall survive the expiration or termination of this
Agreement.

      17.4   Audited Financial Statements.  At all times after the date hereof,
             ----------------------------
Seller shall, and shall cause its representatives (including its 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 Stations 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 Stations
for the periods for which such financial statements may be required. Seller
shall cause its 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 Stations), 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.

      17.5   Assignment.  Neither this Agreement nor any of the rights,
             -----------
interests or obligations hereunder shall be assigned by any of the parties
hereto, whether by operation of law or otherwise, provided, however, that
without releasing Buyer from any of its obligations or liabilities hereunder (i)
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 (ii)
nothing in this Agreement shall limit Buyer's ability to assign the Station
Licenses

                                      49
<PAGE>

(including the right to acquire the Station Licenses at the Closing) to any
subsidiary of Buyer without the consent of Seller and (iii) nothing in this
Agreement shall limit Buyer's ability to make a collateral assignment of its
rights under this Agreement to any institutional lender that provides funds to
Buyer without the consent of Seller. Seller shall execute an acknowledgment of
such assignment(s) and collateral assignments in such forms as Buyer or its
institutional lenders may from time to time reasonably request; provided,
however, that unless written notice is given to Seller that any such assignment
has been consummated or any such collateral assignment has been foreclosed upon,
Seller shall be entitled to deal exclusively with Buyer as to any matters
arising under this Agreement or any of the other agreements delivered pursuant
hereto. 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.

      17.6   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. No waiver by a party of any condition, term, or covenant
shall constitute that party's waiver to enforce any other condition, covenant,
term (or any default or breach thereof by the other party) at any time.

      17.7   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.

      17.8   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.  Any proceedings to enforce or interpret
this Agreement shall be commenced in a court of competent jurisdiction in the
City of Myrtle Beach, South Carolina.  The parties agree not to assert nor
interpose

                                      50
<PAGE>

any defenses, and do hereby waive the same, to the conferral of personal and
subject matter jurisdiction, and venue by such court in any suit, action, or
proceeding. The prevailing party in any such action or proceeding shall be
entitled to recover reasonable attorneys' fees (at all levels) and costs.

      17.9   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:

             (i)  In the case of Seller, to:

                    Mr. William A. Hirsh
                    Hirsh Broadcasting Group, L.P.
                    11 East 86/th/ Street
                    New York, NY 10028

                  With a copy to:

                    Richard A. Helmick, Esq.
                    Cohn and Marks
                    1920 N Street, N.W.
                    Suite 300
                    Washington, D.C.  20036

             (ii) In the case of Buyer:

                    Mr. Samuel Weller
                    NextMedia Group, LLC
                    6312 South Fiddler's Green Circle
                    Suite 360-E
                    Englewood, CO 80111


                                      51
<PAGE>

               With a copy to:

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

      17.10  Barter and Trade.  Buyer shall not assume any Trade Agreements
             ----------------
hereunder unless (i) Buyer obtains the value of the goods and services provided
in exchange for the advertising to be broadcast and (ii) those goods and
services are useful to the business of the Stations.  If the value of trade,
barter, and similar arrangements for the sale of advertising time for other than
cash that are assumed by Buyer under this Agreement for non-operational related
goods or services is $25,000.00 or more with respect to the Stations, then
Seller shall pay Buyer the excess above the first $25,000.00 at Closing.

      17.11  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.

      17.12  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, and all conditions, terms, and covenants are hereby fully merged and
integrated herein. This Agreement shall not be amended nor modified, unless by a
written instrument, duly executed by both of the parties duly authorized
representatives.

      17.13  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

                                      52
<PAGE>

extent allowable, and the enforceability and validity of the remaining
provisions of this Agreement shall not be affected thereby, and shall remain in
full force and effect.

      17.14   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.

      17.15   Authority.  Buyer and Seller expressly acknowledge that the agents
              ---------
executing this Agreement on their behalf, possess the full agency and authority,
both actual and apparent, to fully bind their respective principals to this
Agreement.  Neither party shall assert or interpose any defense in any
proceeding, which defenses are hereby waived, that said agents did not possess
the legal authority and agency to bind their respective principals to this
Agreement.



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                                      53
<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.

                              HIRSH BROADCASTING CORP, LP


                              By:   ______________________________
                                    William A. Hirsh
                                    President of Hirsh Broadcasting, Inc.,
                                    General Partner


                              NEXTMEDIA GROUP, LLC


                              By:_____________________________
                                    Matthew Leibowitz
                                    Secretary

                                      54