<PAGE>

                                                                 EXHIBIT 10.22

                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of March 4,
2000 among the company or companies designated as Seller on the signature page
hereto (collectively, "Seller") and the company or companies designated as Buyer
on the signature page hereto (collectively, "Buyer").

                                    RECITALS

         A. Seller owns and operates the following radio broadcast stations
(collectively, the "Stations," and each individually a "Station") pursuant to
certain authorizations issued by the Federal Communications Commission (the
"FCC"):

                           KEYI-FM, San Marcos, Texas
                          KXPK-FM, Evergreen, Colorado
                           KKFR(FM), Glendale, Arizona

         B. Subject to the terms and conditions set forth herein, Buyer desires
to acquire the Station Assets (defined below).

         C. Clear Channel Communications, Inc. (Clear Channel Broadcasting,
Inc.'s and Clear Channel Broadcasting Licenses, Inc.'s parent), CCU Merger
Sub, Inc. and AMFM Inc. are parties to an Agreement and Plan of Merger dated
October 2, 1999 (the "AMFM Agreement").

                                    AGREEMENT

         NOW, THEREFORE, taking the foregoing into account, and in consideration
of the mutual covenants and agreements set forth herein, the parties, intending
to be legally bound, hereby agree as follows:

ARTICLE 1:     PURCHASE OF ASSETS

         0.1.  STATION ASSETS. On the terms and subject to the conditions
hereof, on the Closing Date (defined below), Seller shall sell, assign,
transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire
from Seller, all of the right, title and interest of Seller in and to all of
the assets, properties, interests and rights of Seller of whatsoever kind and
nature, real and personal, tangible and intangible, which are used
exclusively in the operation of the Stations AND specifically described in
this Section 1.1, but excluding the Excluded Assets as hereafter defined (the
"Station Assets"):

               (1) all licenses, permits and other authorizations which are
issued to Seller by the FCC with respect to the Stations (the "FCC Licenses")
AND described on SCHEDULE 1.1(a), including any renewals or modifications
thereof between the date hereof and Closing;

               (2) all equipment, electrical devices, antennae, cables,
tools, hardware, office furniture and
<PAGE>

fixtures, office materials and supplies, inventory, motor vehicles, spare
parts and other tangible personal property of every kind and description
which are used exclusively in the operation of the Stations AND listed on
SCHEDULE 1.1(b), except any retirements or dispositions thereof made between
the date hereof and Closing in the ordinary course of business and consistent
with past practices of Seller (the "Tangible Personal Property");

               (3) all Time Sales Agreements and Trade Agreements (both
defined in Section 2.1), Real Property Leases (defined in Section 7.7), and
other contracts, agreements, and leases which are used in the operation of
the Stations AND listed on SCHEDULE 1.1(c), together with all contracts,
agreements, and leases made between the date hereof and Closing in the
ordinary course of business that are used in the operation of the Stations
(the "Station Contracts");

               (4) all of Seller's rights in and to the Stations' call
letters and Seller's rights in and to the trademarks, trade names, service
marks, franchises, copyrights, computer software, programs and programming
material, jingles, slogans, logos, and other intangible property which are
used exclusively in the operation of the Stations AND listed on SCHEDULE 1.1(d)
(the "Intangible Property");

               (5) Seller's rights in and to all the files, documents,
records, and books of account (or copies thereof) relating exclusively to the
operation of the Stations, including the Stations' local public files,
programming information and studies, blueprints, technical information and
engineering data, and logs, but excluding records relating to Excluded Assets
(defined below); and

               (6) any real property which is used exclusively in the
operation of the Stations (including any of Seller's appurtenant easements
and improvements located thereon) AND described on SCHEDULE 1.1(f) (the "Real
Property").

                   The Station Assets shall be transferred to Buyer free and
clear of liens, claims and encumbrances ("Liens") except for (i) Assumed
Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and
payable and for which Buyer receives a credit pursuant to Section 3.3, (iii)
such liens, easements, rights of way, building and use restrictions,
exceptions, reservations and limitations that do not in any material respect
detract from the value of the property subject thereto or impair the use
thereof in the ordinary course of the business of the Stations, and (iv) any
items listed on SCHEDULE 1.1(b) (collectively, "Permitted Liens").

         1.2. EXCLUDED ASSETS. Notwithstanding anything to the contrary
contained herein, the Station Assets shall not include the following assets
along with all rights, title and interest therein (the "Excluded Assets"):

              (1) all cash and cash equivalents of Seller, including without
limitation certificates of deposit, commercial paper, treasury bills,
marketable securities, asset or money market accounts and all such similar
accounts or investments;

              (2) all accounts receivable or notes receivable arising in the
operation of the Stations prior to Closing;

              (3) all tangible and intangible personal property of Seller
disposed of or consumed in the ordinary course of business of Seller between
the date of this Agreement and Closing;

              (4) all Station Contracts that terminate or expire prior to
Closing in the ordinary course of business of Seller;

              (5) Seller's name, corporate minute books, charter documents,
corporate stock record books and such other books and records as pertain to
the organization, existence or share capitalization of Seller, duplicate
copies of the records of the Stations, and all records not relating
exclusively to the operation of the Stations;

              (6) contracts of insurance, and all insurance proceeds or
claims made thereunder;
<PAGE>

              (7) except as provided in Section 10.4, all pension, profit
sharing or cash or deferred (Section 401(k)) plans and trusts and the assets
thereof and any other employee benefit plan or arrangement and the assets
thereof, if any, maintained by Seller; and

              (8) all Seller's FM towers and FM tower sites, all rights,
properties and assets described on SCHEDULE 1.2(h), and all rights,
properties and assets not specifically described in Section 1.1.

         1.3. LEASE AGREEMENTS. At Closing, Buyer and Seller shall enter into
the lease agreements described on SCHEDULE 1.2(h) pursuant to lease in the
form of EXHIBIT A attached hereto.

ARTICLE 2:    ASSUMPTION OF OBLIGATIONS

         2.1. ASSUMED OBLIGATIONS. On the Closing Date, Buyer shall assume
the obligations of Seller (the "Assumed Obligations") arising after Closing
under the Station Contracts, including without limitation all agreements for
the sale of advertising time on the Stations for cash in the ordinary course
of business ("Time Sales Agreements") and all agreements for the sale of
advertising time on the Stations for non-cash consideration ("Trade
Agreements").

         2.2. RETAINED OBLIGATIONS. Buyer does not assume or agree to
discharge or perform and will not be deemed by reason of the execution and
delivery of this Agreement or any agreement, instrument or document delivered
pursuant to or in connection with this Agreement or otherwise by reason of
the consummation of the transactions contemplated hereby, to have assumed or
to have agreed to discharge or perform, any liabilities, obligations or
commitments of Seller of any nature whatsoever whether accrued, absolute,
contingent or otherwise and whether or not disclosed to Buyer, other than the
Assumed Obligations (the "Retained Obligations").

ARTICLE 3:    PURCHASE PRICE

         3.1. PURCHASE PRICE. In consideration for the sale of the Station
Assets to Buyer, in addition to the assumption of the Assumed Obligations,
Buyer shall at Closing (defined below) deliver to Seller by wire transfer of
immediately available funds the sum of (i) ONE HUNDRED TWENTY SEVEN MILLION
DOLLARS ($127,000,000), subject to adjustment pursuant to Sections 3.3, plus
(ii) the Reserve Adjustment (as defined in Section 3.5 below) (the "Purchase
Price").

         3.2. DEPOSIT. Within three (3) business days from the date of this
Agreement with no Cure Period as defined below, Buyer shall deposit an amount
in cash (which cash amount may thereafter be exchanged with an irrevocable
letter of credit from a nationally recognized commercial bank in such face
amount, such letter of credit subject to prior approval by Seller) equal to
25% of the Purchase Price (the "Deposit") with NationsBank/Bank of America
(the "Escrow Agent") pursuant to the Escrow Agreement (the "Escrow
Agreement") of even date herewith among Buyer, Seller and the Escrow Agent.
At Closing, the Deposit shall be applied to the Purchase Price and any
interest accrued thereon shall be disbursed to Buyer. If this Agreement is
terminated by Seller due to Buyer's failure to consummate the Closing on the
Closing Date or if this Agreement is otherwise terminated by Seller pursuant
to Section 16.1(c), the Deposit and any interest accrued thereon shall be
disbursed to Seller. If this Agreement is terminated for any other reason,
the Deposit and any interest accrued thereon shall be disbursed to Buyer.

         3.3. PRORATIONS AND ADJUSTMENTS. Except as otherwise provided
herein, all deposits, reserves and prepaid and deferred income and expenses
relating to the Station Assets or the Assumed Obligations and arising from
the conduct of the business and operations of the Stations shall be prorated
between Buyer and Seller in accordance with generally accepted accounting
principles as of 11:59 p.m. on the date immediately preceding the Closing
Date. Such prorations shall include, without limitation, all ad valorem, real
estate and other property taxes (but excluding taxes arising by reason of the
transfer of the Station Assets as contemplated hereby which shall be paid as
set forth in Section 13.1), business and license fees, music and other
license fees (including any retroactive adjustments thereof), utility
expenses, amounts due or to become due under Station Contracts, rents, lease
payments

<PAGE>

and similar prepaid and deferred items. Real estate taxes shall be
apportioned on the basis of taxes assessed for the preceding year, with a
reapportionment, if any, as soon as the new tax rate and valuation can be
ascertained. Except as otherwise provided herein, the prorations and
adjustments contemplated by this Section 3.3, to the extent practicable,
shall be made on the Closing Date. As to those prorations and adjustments not
capable of being ascertained on the Closing Date, an adjustment and proration
shall be made within ninety (90) calendar days of the Closing Date. In the
event of any disputes between the parties as to such adjustments, the amounts
not in dispute shall nonetheless be paid at the time provided herein and such
disputes shall be determined by an independent certified public accountant
mutually acceptable to the parties, and the fees and expenses of such
accountant shall be paid one-half by Seller and one-half by Buyer.

         3.4. ALLOCATION. The Purchase Price shall be allocated among the
Station Assets in a manner as mutually agreed between the parties based upon
an appraisal prepared by Bond & Pecaro (whose fees shall be paid one-half by
Seller and one-half by Buyer). Seller and Buyer agree to use the allocations
determined pursuant to this Section 3.4 for all tax purposes, including
without limitation, those matters subject to Section 1060 of the Internal
Revenue Code of 1986, as amended.

         3.5. RESERVE. At the Closing, Seller shall set aside and pay to
Buyer a portion of the Purchase Price (the "Reserve") equal to the sum of (i)
One Million Dollars ($1,000,000), plus (ii) the Reserve Adjustment. Buyer
shall be entitled to use the Reserve in its sole discretion in order to
satisfy certain obligations assumed under the Time Sales Agreements, Trade
Agreements and Station Contracts. The Buyer shall be entitled to retain any
amounts of the Reserve which are not so used. As used herein, the "Reserve
Adjustment" shall be the amount in excess of $1,000,000 which Buyer
reasonably estimates to be the cost of terminating the Time Sales Agreements,
Trade Agreements and Station Contracts which Buyer would not otherwise assume
but for the convenience of Seller hereunder. Buyer will provide Seller with
written notification of its preliminary calculation of the amount of the
Reserve Adjustment at least three (3) days prior to Closing and will pay such
amount to Seller as part of the Purchase Price. Buyer will complete its
calculation of the Reserve Adjustment within ninety (90) days after the
Closing. To the extent such final calculation of the Reserve Adjustment is
higher than the preliminary calculation, Buyer will remit such excess to
Seller as additional Purchase Price, and Seller will set aside and pay such
amount to Buyer as additional Reserve.

ARTICLE 4:    CLOSING

         4.1. CLOSING. The consummation of the sale and purchase of the
Station Assets (the "Closing") shall occur on a date (the "Closing Date") and
at a time and place designated solely by Seller after FCC Consent (defined
below), subject to satisfaction or waiver of the conditions to Closing
contained herein (other than those to be satisfied at Closing). Seller shall
provide Buyer with notice of the Closing Date at least three (3) business
days prior to Closing, however, Seller reserves the right to extend the
Closing Date without penalty. If requested by Seller, prior to Closing the
parties shall hold a pre-closing conference at a time and place designated by
Seller, at which the parties shall provide (for review only) all documents to
be delivered at Closing under this Agreement, each duly executed but undated,
and otherwise confirm their ability to timely consummate the Closing.

ARTICLE 5:    GOVERNMENTAL CONSENTS

         Closing is subject to and conditioned upon (i) prior FCC consent (the
"FCC Consent") to the assignment of the FCC Licenses to Buyer, (ii) United
States Department of Justice ("DOJ") prior approval (the "DOJ Consent") of the
transactions contemplated hereby, including without limitation any such approval
as may be necessary to enable Seller to consummate the merger under the AMFM
Agreement, and (iii) expiration or termination of any applicable
<PAGE>

waiting period ("HSR Clearance") under the HSR Act (defined below).

         5.1. FCC. On a date designated by Seller, Buyer and Seller shall
file an application with the FCC (the "FCC Application") requesting the FCC
Consent. Buyer and Seller shall diligently prosecute the FCC Application and
otherwise use their best efforts to obtain the FCC Consent as soon as
possible. If the FCC Consent imposes upon Buyer any condition (including
without limitation any divestiture condition), Buyer shall timely comply
therewith.

         5.2. HSR. If not previously filed, then within five (5) business
days after the execution of this Agreement, Buyer and Seller shall make any
required filings with the Federal Trade Commission and the DOJ pursuant to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act") with respect to the transactions contemplated hereby (including a
request for early termination of the waiting period thereunder), and shall
thereafter promptly respond to all requests received from such agencies for
additional information or documentation.

        5.3. GENERAL. Buyer and Seller shall notify each other of all
documents filed with or received from any governmental agency with respect to
this Agreement or the transactions contemplated hereby. Buyer and Seller
shall furnish each other with such information and assistance as such the
other may reasonably request in connection with their preparation of any
governmental filing hereunder. If Buyer becomes aware of any fact relating to
it which would prevent or delay the FCC Consent, the DOJ Consent or HSR
Clearance, Buyer shall promptly notify Seller thereof and take such steps as
necessary to remove such impediment, including but not limited to divesting
any stations and terminating any agreements to acquire or program or market
any stations.

ARTICLE 6:   REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby makes the following representations and warranties to
Seller:

         6.1. ORGANIZATION AND STANDING. Buyer is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, and is qualified to do business in each jurisdiction in which
the Station Assets are located. Buyer has the requisite power and authority
to execute and deliver this Agreement and all of the other agreements and
instruments to be executed and delivered by Buyer pursuant hereto
(collectively, the "Buyer Ancillary Agreements"), to consummate the
transactions contemplated hereby and thereby and to comply with the terms,
conditions and provisions hereof and thereof.

         6.2. AUTHORIZATION. The execution, delivery and performance of this
Agreement and the Buyer Ancillary Agreements by Buyer have been duly
authorized and approved by all necessary action of Buyer and do not require
any further authorization or consent of Buyer. This Agreement is, and each
Buyer Ancillary Agreement when executed and delivered by Buyer and the other
parties thereto will be, a legal, valid and binding agreement of Buyer
enforceable in accordance with its respective terms, except in each case as
such enforceability may be limited by bankruptcy, moratorium, insolvency,
reorganization or other similar laws affecting or limiting the enforcement of
creditors' rights generally and except as such enforceability is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

         6.3. NO CONFLICTS Neither the execution and delivery by Buyer of
this Agreement and the Buyer Ancillary Agreements or the consummation by
Buyer of any of the transactions contemplated hereby or thereby nor
compliance by Buyer with or fulfillment by Buyer of the terms, conditions and
provisions hereof or thereof will: (i) conflict with any organizational
documents of Buyer or any law, judgment, order or decree to which Buyer is
subject; or (ii) require the approval, consent, authorization or act of, or
the making by Buyer of any declaration, filing or registration with, any
third party or any foreign, federal, state or local court, governmental or
regulatory authority or body, except the FCC Consent and DOJ Consent, and, if
applicable, HSR Clearance.

         6.4. QUALIFICATION. Buyer is legally, financially and otherwise
qualified to be the licensee of, acquire, own and operate the Stations under
the Communications Act of 1934, as amended (the "Communications Act") and
<PAGE>

the rules, regulations and policies of the FCC. There are no facts that
would, under existing law and the existing rules, regulations, policies and
procedures of the FCC, disqualify Buyer as an assignee of the FCC Licenses or
as the owner and operator of the Stations. No waiver of any FCC rule or
policy is necessary for the FCC Consent to be obtained. There is no action,
suit or proceeding pending or threatened against Buyer which questions the
legality or propriety of the transactions contemplated by this Agreement or
could materially adversely affect Buyer's ability to perform its obligations
hereunder. Buyer has and will have available on the Closing Date sufficient
funds to enable it to consummate the transactions contemplated hereby.

         6.5. NO FINDER. Other than Star Media (the fees and expenses of
which are to be paid by Buyer), no broker, finder or other person is entitled
to a commission, brokerage fee or other similar payment in connection with
this Agreement or the transactions contemplated hereby as a result of any
agreement or action of Buyer or any party acting on Buyer's behalf.

ARTICLE 7:    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller makes the following representations and warranties to Buyer:

         7.1. ORGANIZATION. Each Seller is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization,
and is qualified to do business in each jurisdiction in which the Station
Assets are located. Seller has the requisite power and authority to execute
and deliver this Agreement and all of the other agreements and instruments to
be executed and delivered by Seller pursuant hereto (collectively, the
"Seller Ancillary Agreements"), to consummate the transactions contemplated
hereby and thereby and to comply with the terms, conditions and provisions
hereof and thereof.

         7.2. AUTHORIZATION. The execution, delivery and performance of this
Agreement and the Seller Ancillary Agreements by Seller have been duly
authorized and approved by all necessary action of Seller and do not require
any further authorization or consent of Seller. This Agreement is, and each
Seller Ancillary Agreement when executed and delivered by Seller and the
other parties thereto will be, a legal, valid and binding agreement of Seller
enforceable in accordance with its respective terms, except in each case as
such enforceability may be limited by bankruptcy, moratorium, insolvency,
reorganization or other similar laws affecting or limiting the enforcement of
creditors' rights generally and except as such enforceability is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

         7.3. NO CONFLICTS. Neither the execution and delivery by Seller of
this Agreement and the Seller Ancillary Agreements or the consummation by
Seller of any of the transactions contemplated hereby or thereby nor
compliance by Seller with or fulfillment by Seller of the terms, conditions
and provisions hereof or thereof will: (i) conflict with any organizational
documents of Seller or any law, judgment, order, or decree to which Seller is
subject or, except as set forth on SCHEDULE 1.1(c), any Station Contract; or
(ii) require the approval, consent, authorization or act of, or the making by
Seller of any declaration, filing or registration with, any third party or
any foreign, federal, state or local court, governmental or regulatory
authority or body, except the FCC Consent and DOJ Consent and, if applicable,
HSR Clearance.

         7.4. FCC LICENSES. Seller (or one of the companies comprising
Seller) is the holder of the FCC Licenses described on SCHEDULE 1.1(a). The
FCC Licenses are in full force and effect and have not been revoked,
suspended, canceled, rescinded or terminated and have not expired. There is
not pending any action by or before the FCC to revoke, suspend, cancel,
rescind or materially adversely modify any of the FCC Licenses (other than
proceedings to amend FCC rules of general applicability), and there is not
now issued or outstanding, by or before the FCC, any order to show cause,
notice of violation, notice of apparent liability, or notice of forfeiture
against Seller with respect to the Stations. The Stations are operating in
compliance in all material respects with the FCC Licenses, the Communications
Act, and the rules, regulations and policies of the FCC.

         7.5. TAXES. Seller has, in respect of the Stations' business, filed
all foreign, federal, state, county and local income, excise, property,
sales, use, franchise and other tax returns and reports which are required to
have

<PAGE>

been filed by it under applicable law and has paid all taxes which have
become due pursuant to such returns or pursuant to any assessments which have
become payable.

         7.6. PERSONAL PROPERTY. SCHEDULE 1.1(b) contains a list of all
material items of Tangible Personal Property included in the Station Assets.
Seller has title to the Tangible Personal Property free and clear of Liens
other than Permitted Liens. The Tangible Personal Property is in good
condition and working order.

         7.7. REAL PROPERTY. SCHEDULE 1.1(f) contains a description of all
Real Property included in the Station Assets. Seller has fee simple title to
the owned Real Property ("Owned Real Property") free and clear of Liens other
than Permitted Liens. SCHEDULE 1.1(f) includes a description of each lease of
Real Property or similar agreement included in the Station Assets (the "Real
Property Leases"). The Owned Real Property includes, and the Real Property
Leases provide, access to the Stations' facilities. To Seller's knowledge,
the Real Property is not subject to any suit for condemnation or other taking
by any public authority.

         7.8. CONTRACTS. Each of the Station Contracts (including without
limitation each of the Real Property Leases) is in effect and is binding upon
Seller and, to Seller's knowledge, the other parties thereto (subject to
bankruptcy, insolvency, reorganization or other similar laws relating to or
affecting the enforcement of creditors' rights generally). Seller has
performed its obligations under each of the Station Contracts in all material
respects, and is not in material default thereunder, and to Seller's
knowledge, no other party to any of the Station Contracts is in default
thereunder in any material respect.

         7.9. ENVIRONMENTAL. Except as set forth in any environmental report
delivered by Seller to Buyer prior to the date of this Agreement and except
as set forth on SCHEDULE 1.1(f), to Seller's knowledge, no hazardous or toxic
substance or waste regulated under any applicable environmental, health or
safety law has been generated, stored, transported or released on, in, from
or to the Real Property included in the Station Assets. Except as set forth
in any environmental report delivered by Seller to Buyer prior to the date of
this Agreement and except as set forth on SCHEDULE 1.1(f), to Seller's
knowledge, Seller has complied in all material respects with all
environmental, health and safety laws applicable to the Stations.

         7.10. INTANGIBLE PROPERTY. SCHEDULE 1.1(d) contains a description of
the material Intangible Property included in the Station Assets. Except as
set forth on SCHEDULE 1.1(d), Seller has received no notice of any claim that
its use of the Intangible Property infringes upon any third party rights.
Except as set forth on SCHEDULE 1.1(d), Seller owns or has the right to use
the Intangible Property free and clear of Liens other than Permitted Liens.

         7.11. COMPLIANCE WITH LAW. Seller has complied in all material
respects with all laws, regulations, rules, writs, injunctions, ordinances,
franchises, decrees or orders of any court or of any foreign, federal, state,
municipal or other governmental authority which are applicable to the
operation of the Stations. There is no action, suit or proceeding pending or
threatened against Seller in respect of the Stations that will subject Buyer
to liability or which questions the legality or propriety of the transactions
contemplated by this Agreement. To Seller's knowledge, there are no
governmental claims or investigations pending or threatened against Seller in
respect of the Stations (except those affecting the industry generally).

         7.12. NO FINDER. Other than Star Media (the fees and expenses of
which are to be paid by Buyer), no broker, finder or other person is entitled
to a commission, brokerage fee or other similar payment in connection with
this Agreement or the transactions contemplated hereby as a result of any
agreement or action of Seller or any party acting on Seller's behalf.

         7.13. FINANCIAL STATEMENTS. Seller has delivered to Buyer copies of
the unaudited results of operations of the Stations for the nine months ended
September 30, 1999, prepared in accordance with the books and records of the
Stations.

ARTICLE 8:     ACCOUNTS RECEIVABLE
<PAGE>

         8.1.  ACCOUNTS RECEIVABLE. All accounts receivable arising prior to
the Closing Date in connection with the operation of the Stations, including
but not limited to accounts receivable for advertising revenues for programs
and announcements performed prior to the Closing Date and other broadcast
revenues for services performed prior to the Closing Date, shall remain the
property of Seller (the "Accounts Receivable") and Buyer shall not acquire
any right or interest therein. To the extent Buyer receives any payment in
respect of the Accounts Receivable, it shall promptly remit the same to
Seller.

ARTICLE 9:     COVENANTS OF SELLER

         9.1.  SELLER'S COVENANTS. Seller covenants and agrees with respect
to the Stations that, between the date hereof and Closing, except as
permitted by this Agreement or with the prior written consent of Buyer, which
shall not be unreasonably withheld, Seller shall:

               (1) operate the Stations in the ordinary course of business
consistent with past practice and in all material respects in accordance with
FCC rules and regulations and with all other applicable laws, regulations,
rules and orders;

               (2) not, other than in the ordinary course of business in
accordance with past practice, sell, lease or dispose of or agree to sell,
lease or dispose of any of the Station Assets, or create, assume or permit to
exist any Liens upon the Station Assets, except for Permitted Liens; ,

               (3) furnish Buyer with such information relating to the
Station Assets as Buyer may reasonably request, at Buyer's expense and
provided such request does not interfere unreasonably with the business of
the Stations;

               (4) not enter into new Station Contracts with a term greater
than one year and an aggregate value greater than $25,000 which cannot be
canceled with ninety (90) days prior written notice, without providing prior
written notice to Buyer, or enter into Trade Agreements which in the
aggregate exceed related barter assets;

               (5) use good faith efforts to satisfy, prior to Closing, all
of the obligations of the Stations under the Trade Agreement; and

               (6) upon the written request of Buyer, promptly send notices
of non-renewal or early termination in respect of any Station Contract in
which such notice would not constitute a breach of such Station Contract.

         9.2.  FINANCIAL STATEMENTS. Seller shall cooperate with Buyer in
order to enable Buyer to have its independent auditors prepare financial
statements (at Buyer's expense) for the Stations as may be required of Buyer
pursuant to federal securities laws.

ARTICLE 10:    JOINT COVENANTS

         Buyer and Seller hereby covenant and agree that between the date hereof
and Closing:

         10.1. COOPERATION. Subject to express limitations contained
elsewhere herein, each party (i) shall cooperate fully with one another in
taking any reasonable actions (including without limitation, reasonable
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, including but not limited to the prompt
satisfaction of any condition to Closing set forth herein, and (ii) shall not
take any action that conflicts with its obligations hereunder or that causes
its representations and warranties to become untrue in any material respect.

         10.2. CONTROL OF STATIONS. Buyer shall not, directly or indirectly,
control, supervise or direct the
<PAGE>


operations of the Stations prior to Closing. Such operations, including
complete control and supervision of all Station programs, employees and
policies, shall be the sole responsibility of Seller.

         10.3. CONSENTS TO ASSIGNMENT. The parties shall use commercially
reasonable efforts to obtain any third party consents necessary for the
assignment of any Station Contract (which shall not require any payment to
any such third party). To the extent that any Station Contract may not be
assigned without the consent of any third party, and such consent is not
obtained prior to Closing, this Agreement and any assignment executed
pursuant hereto shall not constitute an assignment thereof, but to the extent
permitted by law shall constitute an equitable assignment by Seller and
assumption by Buyer of Seller's rights and obligations under the applicable
Station Contract, with Seller making available to Buyer the benefits thereof
and Buyer performing the obligations thereunder on Seller's behalf; provided,
however, that Seller shall indemnify Buyer from and against all costs,
expenses and damages incurred by Buyer as a result of Seller's failure to
have obtained a consent to assignment with respect to any of the leases for
the main transmitter sites listed on SCHEDULE 1.1(f) from which the Stations'
signals are broadcast. Seller shall be released from all indemnification
obligations with respect to Seller's failure to have obtained a consent to
assignment with respect to any of the leases for the main transmitter sites
from which the Stations' signals are broadcast six (6) months after the
Closing Date, except to the extent that written notice of such
indemnification claim is given by Buyer to Seller within the six month time
period.

         10.4. EMPLOYEE MATTERS.

               (1) Prior to Closing, Seller shall deliver to Buyer a list of
substantially all the employees who work for KKFR(FM) and a list of employees
of who work for KEYI-FM and KXPK-FM that Seller does not intend to retain
after Closing. Buyer may interview and elect to hire such listed employees,
but not any other employees of Seller. Buyer is obligated to hire only those
employees that are under employment contracts (and assume Seller's
obligations and liabilities under such employment contracts) which are
included in the Station Contracts. Certain of the employees under employment
contracts will be terminated as of the Closing by Buyer, and Buyer will be
responsible for all amounts owed to such employees in respect of periods on
and after the Closing. With respect to employees hired by Buyer ("Transferred
Employees"), to the extent permitted by law, Seller shall provide Buyer
access to its personnel records and such other information as Buyer may
reasonably request prior to Closing. With respect to such hired employees,
Seller shall be responsible for the payment of all compensation payable by it
with respect to periods prior to Closing and thereafter Buyer shall be
responsible for all such obligations payable by it under the terms of
applicable employee benefits plans. Buyer shall cause all employees it hires
to be eligible to participate in its "employee welfare benefit plans" and
"employee pension benefit plans" (as defined in Section 3(1) and 3(2) of
ERISA, respectively) in which similarly situated employees are generally
eligible to participate; provided, however, that all such employees and their
spouses and dependents, who are currently covered by Seller's plan(s), shall
be eligible for coverage immediately after Closing (and shall not be excluded
from coverage on account of any pre-existing condition unless such persons
are excluded from Seller's plan on account of any pre-existing condition,
such persons to receive credit towards any pre-existing condition waiting
period under Buyer's plan(s) to the extend such credit was earned towards any
pre-existing waiting period under Seller's plan(s)) to the extent provided
under such plans. For purposes of any length of service requirements, waiting
periods, vesting periods or differential benefits based on length of service
in any such plan for which such employees may be eligible after Closing,
Buyer shall ensure that service with Seller shall be deemed to have been
service with the Buyer. In addition, Buyer shall ensure that each such
employee receives credit under any welfare benefit plan of Buyer for any
deductibles and co-payments paid by such employees and dependents for the
current plan year under a plan maintained by Seller, and at Buyer's request,
Seller will produce a report of such credits as soon as administratively
possible. Notwithstanding any other
<PAGE>

provision contained herein, Buyer shall grant credit to each such employee
for all unused sick leave accrued as of Closing as an employee of Seller.
Buyer shall assume and discharge Seller's liabilities for the payment of all
unused vacation leave accrued by such employees as of Closing.

               (2) At such time as the Seller can represent to the Buyer as
to the tax-qualified status of the 401(k) savings plan(s) in which
Transferred Employees retain account balances with the Seller or its
subsidiaries (the "Saving Plan(s)") and furnish to Buyer a favorable Internal
Revenue Service determination letter as to the tax-qualified status of such
Savings Plan(s) under Section 401(a) of the Code (or an opinion of counsel
that the form of the Savings Plan(s) is so qualified), Buyer and Seller shall
enter into a 401(k) plan asset transfer agreement pursuant to which Buyer
shall establish a defined contribution plan (or cover Transferred Employees
under an existing defined contribution plan sponsored by Buyer) for the
benefit of Transferred Employees who were participants in the Savings
Plan(s). Such Transferred Employees are referred to hereinafter as the
"Savings Plan Employees."

               (c) Following execution of the agreement contemplated in
clause (b) above, Seller shall cause to be transferred from the Savings
Plan(s) to the plan covering the Savings Plan Employees (the "Transferee
Savings Plan") the liability for the account balances of the Savings Plan
Employees (including outstanding loan balances of Savings Plan Employees),
together with cash, cash equivalents or other mutually acceptable property,
the value of which on such transfer date is equal to such liability, and
Buyer shall cause the Transferee Savings Plan to accept such transfer, all in
accordance with the rules and regulations under Section 414(l) of the Code.

               (d) Pending completion of the transfers described in this
Section, Seller and Buyer shall make arrangements for any distributions, if
any, to the Savings Plan Employees from the Savings Plan(s). Seller and Buyer
shall provide each other with access to information reasonably necessary in
order to carry out the provisions of this paragraph. In addition, until the
asset transfer is effectuated, Buyer shall cooperate with the reasonable
requests of Seller to continue to withhold from the pay checks of Transferred
Employees' who have outstanding loan balances in the Savings Plan(s) and
Buyer shall remit such withheld amounts to the Seller in a timely fashion
such that the outstanding loans do not go into default.

         10.5. 1031 EXCHANGE. At or prior to Closing, Seller may assign its
rights under this Agreement (in whole or in part) to a qualified intermediary
(as defined in Treasury regulation section 1.1031(k)-1(g)(4)) or similar
entity or arrangement ("Qualified Intermediary"). Upon any such assignment,
Seller shall promptly give written notice thereof to Buyer, and Buyer shall
cooperate with the reasonable requests of Seller and any Qualified
Intermediary in connection therewith. Without limiting the generality of the
foregoing, if Seller gives notice of such assignment, Buyer shall (i)
promptly provide Seller with written acknowledgment of such notice and (ii)
at Closing, pay the Purchase Price (or any portion thereof designated by the
Qualified Intermediary) to or on behalf of the Qualified Intermediary (which
payment shall, to the extent thereof, satisfy the obligations of Buyer to
make such payment hereunder). Seller's assignment to a Qualified Intermediary
will not relieve Seller of any of its duties or obligations herein. Except
for the obligations of Buyer set forth in this Section, Buyer shall not have
any liability or obligation to Seller for the failure of the contemplated
exchange to qualify as a like-kind exchange under Section 1031 of the
Internal Revenue Code unless such failure is the result of the material
breach or default by Buyer under this Agreement.

         10.6. TRUST. Notwithstanding anything in this Agreement to the
contrary, Seller may at it option assign
<PAGE>

this Agreement (in whole or part) and assign and transfer the Station Assets
(in whole or in part) to a trustee to hold and operate pursuant to a trust
agreement, provided such trustee assumes Seller's duties and obligations
hereunder with respect to the Station Assets held in such trust.

         10.7. KXTA-AM TOWER LEASE. At or prior to Closing, Buyer shall amend
the KXTA-AM, Los Angeles, California License Agreement between KTNQ/KLVE,
Inc. and Citicasters Co. dated December 10, 1997, pursuant to which Buyer is
the landlord and Seller is the tenant in the form attached hereto ("KXTA
Lease Amendment").

ARTICLE 11:    CONDITIONS OF CLOSING BY BUYER

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

         11.1. REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations
and warranties of Seller made in this Agreement shall be true and correct in
all material respects as of the Closing Date except for changes permitted or
contemplated by the terms of this Agreement, and the covenants and agreements
to be complied with and performed by Seller at or prior to Closing shall have
been complied with or performed in all material respects. Buyer shall have
received a certificate dated as of the Closing Date from Seller, executed by
an authorized officer of Seller to the effect that the conditions set forth
in this Section have been satisfied.

         11.2. GOVERNMENTAL CONSENTS. The FCC Consent and DOJ Consent, and,
if applicable, HSR Clearance, shall have been obtained, and no court or
governmental order prohibiting Closing shall be in effect.

ARTICLE 12:    CONDITIONS OF CLOSING BY SELLER

         The obligations of Seller hereunder are, at its option, subject to
satisfaction, at or prior to Closing, of each of the following conditions:

         12.1. REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations
and warranties of Buyer made in this Agreement shall be true and correct in
all material respects as of the Closing Date except for changes permitted or
contemplated by the terms of this Agreement, and the covenants and agreements
to be complied with and performed by Buyer at or prior to Closing shall have
been complied with or performed in all material respects. Seller shall have
received a certificate dated as of the Closing Date from Buyer, executed by
an authorized officer of Buyer, to the effect that the conditions set forth
in this Section have been satisfied.

         12.2. GOVERNMENTAL CONSENTS. The FCC Consent and DOJ Consent, and,
if applicable, HSR Clearance, shall have been obtained, and no court or
governmental order prohibiting Closing shall be in effect.

         12.3. AMFM CLOSING. The closing under the AMFM Agreement shall have
been consummated.

ARTICLE 13:    EXPENSES

         13.1. EXPENSES. Each party 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, except
that (i) all recordation, transfer and documentary taxes, fees and charges,
and any excise, sales or use taxes, applicable to the transfer of the Station
Assets shall be paid by Buyer, (ii) all FCC filing fees shall be paid equally
by Buyer and Seller, and (iii) all HSR Act filing fees and expenses shall be
paid by Buyer.

ARTICLE 14:    DOCUMENTS TO BE DELIVERED AT CLOSING

         14.1. SELLER'S DOCUMENTS. At Closing, Seller shall deliver or cause
to be delivered to Buyer:

               (1) certified copies of resolutions authorizing its execution,
delivery and performance of this

<PAGE>


Agreement, including the consummation of the transactions contemplated hereby;

               (2) the certificate described in Section 11.1; and

               (3) such bills of sale, assignments, special warranty deeds,
documents of title and other instruments of conveyance, assignment and
transfer as may be necessary to convey, transfer and assign the Station
Assets to Buyer, free and clear of Liens, except for Permitted Liens.

         14.2. BUYER'S DOCUMENTS. At Closing, Buyer shall deliver or cause to
be delivered to Seller:

               (1) the certified copies of resolutions authorizing its
execution, delivery and performance of this Agreement, including the
consummation of the transactions contemplated hereby;

               (2) the certificate described in Section 12.1;

               (3) such documents and instruments of assumption as may be
necessary to assume the Assumed Obligations, and the Purchase Price in
accordance with Section 3.1 hereof; and,

               (4) the KXTA Lease Amendment described in Section 10.7.

ARTICLE 15:    SURVIVAL; INDEMNIFICATION.

         15.1. SURVIVAL. The covenants, agreements, representations and
warranties in this Agreement shall survive Closing for a period of six (6)
months from the Closing Date whereupon they shall expire and be of no further
force or effect, except those under (i) this Article 15 that relate to
Damages (defined below) for which written notice is given by the indemnified
party to the indemnifying party prior to the expiration, which shall survive
until resolved and (ii) the following provisions (the "Expense Provisions"):
Sections 2.1 (Assumed Obligations), 3.3 (Adjustments), 3.4 (Allocation), 8.1
(Accounts Receivable) and 13.1 (Expenses), and indemnification obligations
with respect to such provisions, which shall survive until performed.

         15.2. INDEMNIFICATION.

               (1) From and after the Closing, Seller shall defend, indemnify
and hold harmless Buyer from and against any and all losses, costs, damages,
liabilities and expenses, including reasonable attorneys' fees and expenses
("Damages") incurred by Buyer arising out of or resulting from: (i) any
breach or default by Seller under this Agreement; (ii) the Retained
Obligations; or (iii) the business or operation of the Stations before
Closing; provided, however, that after Closing, except for Expenses
Provisions (which shall not be subject to such limitations), (i) Seller shall
have no liability to Buyer hereunder until, and only to the extent that,
Buyer's aggregate Damages exceed $500,000 and (ii) the maximum liability of
Seller hereunder shall be $5,000,000.

               (2) From and after the Closing, Buyer shall defend, indemnify
and hold harmless Seller from and against any and all Damages incurred by
Seller arising out of or resulting from: (i) any breach or default by Buyer
under this Agreement; (ii) the Assumed Obligations; or (iii) the business or
operation of the Stations after Closing; provided however, that after
Closing, except for the Expense Provisions (which shall not be subject to
such limitations), (i) Buyer shall have no liability to Seller hereunder
until, and only to the extent that, Seller's aggregate Damages exceed
$500,000 and (ii) the maximum liability of Buyer hereunder shall be
$5,000,000.

         15.3. PROCEDURES. The indemnified party shall give prompt written
notice to the indemnifying party of any demand, suit, claim or assertion of
liability by third parties or other circumstances that could give rise to an
indemnification obligation hereunder against the indemnifying party (a
"Claim"), but a failure to give such notice or delaying such notice shall not
affect the indemnified party's right to indemnification and the indemnifying
party's obligation to indemnify as set forth in this Agreement, except to the
extent the indemnifying party's ability to
<PAGE>

remedy, contest, defend or settle with respect to such Claim is thereby
prejudiced. The obligations and liabilities of the parties with respect to
any Claim shall be subject to the following additional terms and conditions:

               (1) The indemnifying party shall have the right to undertake,
by counsel or other representatives of its own choosing, the defense or
opposition to such Claim.

               (2) In the event that the indemnifying party shall elect not
to undertake such defense or opposition, or, within twenty (20) days after
written notice (which shall include sufficient description of background
information explaining the basis for such Claim) of any such Claim from the
indemnified party, the indemnifying party shall fail to undertake to defend
or oppose, the indemnified party (upon further written notice to the
indemnifying party) shall have the right to undertake the defense,
opposition, compromise or settlement of such Claim, by counsel or other
representatives of its own choosing, on behalf of and for the account and
risk of the indemnifying party (subject to the right of the indemnifying
party to assume defense of or opposition to such Claim at any time prior to
settlement, compromise or final determination thereof).

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

               (4) All claims not disputed shall be paid by the indemnifying
party within thirty (30) days after receiving notice of the Claim. "Disputed
Claims" shall mean claims for Damages by an indemnified party which the
indemnifying party objects to in writing within thirty (30) days after
receiving notice of the Claim. In the event there is a Disputed Claim with
respect to any Damages, the indemnifying party shall be required to pay the
indemnified party the amount of such Damages for which the indemnifying party
has, pursuant to a final determination, been found liable within ten (10)
days after there is a final determination with respect to such Disputed
Claim. A final determination of a Disputed Claim shall be (i) a judgment of
any court determining the validity of a Disputed Claim, if no appeal is
pending from such judgment and if the time to appeal therefrom has elapsed;
(ii) an award of any arbitration determining the validity of such disputed
claim, if there is not pending any motion to set aside such award and if the
time within which to move to set aside such award has elapsed; (iii) a
written termination of the dispute with respect to such claim signed by the
parties thereto or their attorneys; (iv) a written acknowledgment of the
indemnifying party that it no longer disputes the validity of such claim; or
(v) such other evidence of final determination of a disputed claim as shall
be acceptable to the parties. No undertaking of defense or opposition to a
Claim shall be construed as an acknowledgment by such party that it is liable
to the party claiming indemnification with respect to the Claim at issue or
other similar Claims.

ARTICLE 16:    TERMINATION

         16.1. TERMINATION. This Agreement may be terminated at any time
prior to Closing as follows:

               (1) by mutual written consent of Buyer and Seller;

               (2) by written notice of Buyer to Seller if Seller (i) does
not satisfy the conditions or perform the obligations to be satisfied or
performed by it on the Closing Date; or (ii) otherwise breaches in any
material respect any of its representations or warranties or defaults in any
material respect in the performance of any of its covenants or agreements
herein contained and such breach or default is not cured within the Cure
Period (defined
<PAGE>

below);

               (3) by written notice of Seller to Buyer if Buyer (i) does not
satisfy the conditions or perform the obligations to be satisfied or
performed by it on the Closing Date; or (ii) otherwise breaches in any
material respect any of its representations or warranties or defaults in any
material respect in the performance of any of its covenants or agreements
herein contained and such breach or default is not cured within the Cure
Period (defined below);

               (4) by written notice of Buyer to Seller, or by Seller to
Buyer, if the FCC denies the FCC Application;

               (5) by written notice of Seller to Buyer if the Closing shall
not have been consummated on or before the date four months after the date of
this Agreement; or

               (6) by written notice of Seller to Buyer if the AMFM Agreement
is terminated or expires.

         The term "Cure Period" as used herein means a period commencing the
date Buyer or Seller receives from the other written notice of breach or
default hereunder and continuing until the earlier of (i) thirty (30) days
thereafter or (ii) the Closing Date; provided, however, that if the breach or
default cannot reasonably be cured within such period but can be cured before
the Closing Date, and if diligent efforts to cure promptly commence, then the
Cure Period shall continue as long as such diligent efforts to cure continue,
but not beyond the Closing Date. Except as set forth below, the termination
of this Agreement shall not relieve any party of any liability for breach or
default under this Agreement prior to the date of termination.
Notwithstanding anything contained herein to the contrary, Section 13.1 shall
survive any termination of this Agreement.

         16.2. REMEDIES. The parties recognize that if either party refuses
to consummate the Closing pursuant to the provisions of this Agreement or
either party otherwise breaches or defaults such that the Closing has not
occurred ("Breaching Party"), monetary damages alone will not be adequate to
compensate the non-breaching party ("Non-Breaching Party") for its injury.
Such Non-Breaching Party shall therefore be entitled to obtain specific
performance of the terms of this Agreement in lieu of, and not in addition
to, any other remedies, including but not limited to monetary damages, that
may be available to it; provided however, that Seller may elect to recover
liquidated damages in lieu of obtaining specific performance. If any action
is brought by the Non-Breaching Party to enforce this Agreement, the
Breaching Party shall waive the defense that there is an adequate remedy at
law. In the event of a default by the Breaching Party which results in the
filing of a lawsuit for damages, specific performance, or other remedy, the
Non-Breaching Party shall be entitled to reimbursement by the Breaching Party
of reasonable legal fees and expenses incurred by the Non-Breaching Party,
provided that the Non-Breaching Party is successful in such lawsuit.

         16.3. LIQUIDATED DAMAGES. If Seller terminates this Agreement due to
Buyer's failure to consummate the Closing on the Closing Date or if this
Agreement is otherwise terminated by Seller pursuant to Section 16.1(c), then
the Deposit and any interest accrued thereon shall be paid to Seller, and
such payment shall constitute liquidated damages. It is understood and agreed
that such liquidated damages amount represents Buyer's and Seller's
reasonable estimate of actual damages and does not constitute a penalty.

ARTICLE 17:    MISCELLANEOUS PROVISIONS

         17.1. CASUALTY LOSS. In the event any loss or damage of the Station
Assets exists on the Closing Date, Buyer and Seller shall consummate the
Closing and Seller shall assign to Buyer the proceeds of any insurance
payable to Seller on account of such damage or loss.

         17.2. FURTHER ASSURANCES. 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 conveyance and transfer and
<PAGE>

take such other actions as may reasonably be requested in order to more
effectively consummate the transactions contemplated hereby to vest in Buyer
good title to the Station Assets, and Buyer shall from time to time, at the
request of and without further cost or expense to Seller, execute and deliver
such other instruments and take such other actions as may reasonably be
requested in order more effectively to relieve Seller of any obligations
being assumed by Buyer hereunder.

             17.3. ASSIGNMENT. Except as set forth in Sections 10.5 (1031
Exchange) and 10.6 (Trust), neither party may assign this Agreement without
the prior written consent of the other party hereto; provided, however, that
either party may assign this Agreement to one or more direct or indirect
subsidiaries so long as (i) the assigning party remains liable hereunder,
(ii) the assignment is made prior to any filings with the FCC, FTC, DOJ,
including any HSR filing, and (ii) such assignment will not delay any consent
required to be obtained hereunder, including but not limited to HSR
Clearance, DOJ Consent and FCC Consent, or delay the Closing in any respect.
With respect to any permitted assignment, the parties shall take all such
actions as are reasonably necessary to effectuate such assignment, including
but not limited to cooperating in any appropriate filings with the FCC or
other governmental authorities. All covenants, agreements, statements,
representations, warranties and indemnities in this Agreement by and on
behalf of any of the parties hereto shall bind and inure to the benefit of
their respective successors and permitted assigns of the parties hereto.

         17.4. 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.

         17.5. 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.

         17.6. GOVERNING LAW. The construction and performance of this
Agreement shall be governed by the laws of the State of Texas without giving
effect to the choice of law provisions thereof.

         17.7. NOTICES. Any notice, demand or request required or permitted
to be given under the provisions of this Agreement shall be in writing,
including by facsimile, and shall be deemed to have been 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 or when delivered by facsimile transmission, and shall be addressed
as follows (or to such other address as any party may request by written
notice):

<PAGE>

if to Seller:                           c/o Clear Channel Broadcasting, Inc.
                                        200 Concord Plaza, Suite 600
                                        San Antonio, Texas 78216
                                        Attention: President
                                        Facsimile: (210) 822-2299

with a copy (which shall not
constitute notice) to:                  Graydon, Head & Ritchey
                                        1900 Fifth Third Center
                                        511 Walnut Street
                                        Cincinnati, Ohio 45202
                                        Attention: John J. Kropp, Esq.
                                        Facsimile:  (513) 651-3836

if to Buyer:                            c/o Hispanic Broadcasting Corporation
                                        3102 Oak Lawn Avenue, Suite 215
                                        Dallas, Texas 75219
                                        Attention: President
                                        Facsimile: (214) 525-7750

with a copy (which shall not
constitute notice) to:                  Hallett & Perrin
                                        717 N. Harwood, 14th Flr.
                                        Dallas, Texas 75201
                                        Attention: Bruce H. Hallett, Esq.
                                        Facsimile: (214) 953-0576

         17.8. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.

         17.9. NO THIRD PARTY BENEFICIARIES. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any
person or entity other than the parties hereto and their successors or
permitted assigns, any rights or remedies under or by reason of this
Agreement.

         17.10. SEVERABILITY. The parties agree that if one or more
provisions contained in this Agreement shall be deemed or held to be invalid,
illegal or unenforceable in any respect under any applicable law, this
Agreement shall be construed with the invalid, illegal or unenforceable
provision deleted, and the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected or impaired
thereby.

         17.11. ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding of the parties hereto and supersedes any and all
prior agreements, arrangements and understandings relating to the matters
provided for herein. This Agreement does not supersede any confidentiality
agreement relating to the Stations.

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>


                  SIGNATURE PAGE(S) TO ASSET PURCHASE AGREEMENT

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.


SELLER:                    CLEAR CHANNEL BROADCASTING, INC.

                           By: /s/ Jerome L. Kersting
                               -----------------------------------------
                               Jerome L. Kersting, Senior Vice President


                           CLEAR CHANNEL BROADCASTING LICENSES, INC.

                           By: /s/ Jerome L. Kersting
                               -----------------------------------------
                               Jerome L. Kersting, Senior Vice President


                           AMFM RADIO LICENSES LLC

                           By: /s/ William S. Banowsky, Jr.
                               -----------------------------------------
                               Name:  William S. Banowsky, Jr.
                               Title: Executive Vice President


                           AMFM OHIO, INC.

                           By: /s/ William S. Banowsky, Jr.
                               -----------------------------------------
                               Name:  William S. Banowsky, Jr.
                               Title: Executive Vice President

                           AMFM HOUSTON, INC.

                           By: /s/ William S. Banowsky, Jr.
                               -----------------------------------------
                               Name:  William S. Banowsky, Jr.
                               Title: Executive Vice President
<PAGE>


BUYER:                     HISPANIC BROADCASTING CORPORATION

                           By: /s/ Jeffrey T. Hinson
                               -----------------------------------------
                               Jeffrey T. Hinson, Senior Vice President and
                               Chief Financial Officer