
<PAGE>
 
                                                                    EXHIBIT 2.19


                               PURCHASE AGREEMENT

                                    BETWEEN

                                  WEDR, INC.,
                                     SELLER

                                      AND

                  EVERGREEN MEDIA CORPORATION OF LOS ANGELES,
                                     BUYER


                     Sale of Certain Assets and Assignment
                      of Licenses Used or Held for Use in
                        the Operation of Station WEDR-FM
                                 Miami, Florida


                           Dated as of June 27, 1996
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE>
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                                                                                             PAGE
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ARTICLE 1 ASSETS TO BE CONVEYED.............................................................   1
 
         1.1  Licenses and Authorizations...................................................   1
         1.2  Station Equipment.............................................................   1
         1.3  Contracts.....................................................................   1
         1.4  Real Property.................................................................   2
         1.5  Call Signs, Promotional Materials and Intangibles.............................   2
         1.6  Records.......................................................................   2
         1.7  Accounts Receivable...........................................................   3
         1.8  Excluded Assets...............................................................   3
 
ARTICLE 2 ASSUMPTION OF LIABILITIES.........................................................   4
 
         3.1  Purchase Price................................................................   4
         3.2  Allocation....................................................................   4
 
ARTICLE 4 PRORATIONS AND ADJUSTMENTS........................................................   5
 
ARTICLE 5 NON-COMPETITION AGREEMENT.........................................................   5
 
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SELLER..........................................   6
 
         6.1  Organization..................................................................   6
         6.2  Authorization.................................................................   6
         6.3  No Breach.....................................................................   6
         6.4  Station Licenses..............................................................   6
         6.5  Station Applications..........................................................   7
         6.6  Title to Assets...............................................................   7
         6.7  Condition of Equipment........................................................   7
         6.8  Condition of Real Property....................................................   7
         6.9  Contracts.....................................................................   9
         6.10 Employees.....................................................................   9
         6.11 Employee Benefit Plans........................................................  10
         6.12 Litigation....................................................................  10
         6.13 Payment of Taxes..............................................................  10
         6.14 Compliance With Laws..........................................................  11
         6.15 Insolvency Proceedings........................................................  11
         6.16 Citizenship...................................................................  12
         6.17 Patents, Trademarks, Copyrights...............................................  12
         6.18 Financial Statements..........................................................  12
</TABLE> 


                                       i
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         6.19 Cashflow......................................................................  13
         6.21 No Misleading Statements......................................................  13
 
ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF BUYER...........................................  13
 
         7.1 Organization...................................................................  13
         7.2 Authorization..................................................................  13
         7.3 No Breach......................................................................  13
         7.4 Litigation.....................................................................  13
         7.5 No Misleading Statements.......................................................  14
         7.6 Qualification as Broadcast Licensee............................................  14
         7.7 Financial Capacity.............................................................  14
         7.8 Commission or Finder's Fees....................................................  14
 
ARTICLE 8 ENVIRONMENTAL MATTERS.............................................................  14
 
         8.1  Definitions...................................................................  14
              8.1.1   "Hazardous Materials".................................................  14
              8.1.2   "Environmental Conditions"............................................  15
              8.1.3   "Environmental Noncompliance".........................................  15
              8.1.4   "Claims"..............................................................  15
              8.1.5   "Expenses"............................................................  15
 
         8.2  No Environmental Indemnification by Seller                                      16
         
         8.3  Seller's Environmental Representations and Warranties.........................  16
              8.3.1   No Proceedings........................................................  16
              8.3.2   Environmental Compliance..............................................  16
              8.3.3   Asbestos..............................................................  16
              8.3.4   Hazardous Materials...................................................  16
              8.3.5   Releases..............................................................  16
              8.3.6   Underground Storage Tanks.............................................  17

 ARTICLE 9 PRE-CLOSING OBLIGATIONS..........................................................  17
 
         9.1  Application for Commission Consent............................................  17
         9.2  Hart-Scott-Rodino Act.........................................................  17
         9.3  Other Governmental Consents...................................................  17
         9.4  Financial Information.........................................................  17
         9.5  Consents......................................................................  18
         9.6  Environmental Site Assessment; Right of Termination...........................  18
         9.7  Title Insurance...............................................................  18
         9.8  Surveys.......................................................................  18
         9.9  Cashflow Audit................................................................  18
         9.10 Confidentiality...............................................................  18
         9.11 Access........................................................................  19
</TABLE> 

                                      ii
<PAGE>
 
<TABLE>
<S>                                                                                           <C> 
         9.12  Employee Matters.............................................................  19
         9.13  Operations Prior to Closing..................................................  19
         9.14  Adverse Developments.........................................................  20
         9.15  Administrative Violations....................................................  20
         9.16  Bulk Sales Act...............................................................  21
         9.17  Control of Station...........................................................  21
         9.18  Adverse Developments.........................................................  21
         9.19  No Inconsistent Action.......................................................  21
 
ARTICLE 10 CONDITIONS PRECEDENT.............................................................  21
 
         10.1  Mutual Conditions............................................................  21
               10.1.1  Governmental Consents................................................  21
               10.1.2  Absence of Litigation................................................  21
                                                                
         10.2  Conditions to Buyer's Obligation.............................................  22
               10.2.1  Representations and Warranties.......................................  22
               10.2.2  Compliance with Conditions...........................................  22
               10.2.3  No Material Adverse Development......................................  22
               10.2.4  Title Commitment and Surveys.........................................  22
               10.2.5  Validity of Station Licenses.........................................  22
               10.2.7  Third Party Consents.................................................  22
               10.2.9  Settlement of Claims.................................................  23
               10.2.10 Finality.............................................................  23
               10.2.11 Cashflow.............................................................  23
               10.3.1  Representations and Warranties.......................................  23
               10.3.3  Payment..............................................................  24
 
ARTICLE 11 CLOSING..........................................................................  24
 
         11.1  Closing Date.................................................................  24
         11.2  Performance at Closing.......................................................  24
               11.2.1  By Seller............................................................  24
               11.2.2  By Buyer.............................................................  25
               11.2.3  Other Documents and Acts.............................................  25
 
ARTICLE 12 POST-CLOSING OBLIGATIONS.........................................................  26
 
         12.1  Indemnification..............................................................  26
               12.1.1  Buyer's Right to Indemnification.....................................  26
               12.1.2  Seller's Right to Indemnification....................................  26
               12.1.3  Conduct of Proceedings...............................................  27
               12.1.4  Indemnification Not Sole Remedy......................................  27
               12.1.5  Right of Offset......................................................  27
               12.1.6  Limits on and Conditions of Indemnification; 
                       Threshold and Cap....................................................  27
               12.1.7  Post-Closing Access..................................................  27
</TABLE>

                                      iii
<PAGE>
 
<TABLE>
<S>                                                                                           <C> 
 
ARTICLE 13 DEFAULT AND REMEDIES.............................................................  28
 
         13.1  Termination by Seller Upon Buyer's Default...................................  28
         13.2  Termination by Buyer Upon Seller's Default...................................  28
         13.3  Breach and Opportunity to Cure...............................................  29
         13.4  Escrow Deposit...............................................................  29
         13.5  Seller's Remedies............................................................  29
         13.6  Buyer's Remedies.............................................................  29
                                                              
ARTICLE 14 TERMINATION......................................................................  30
                                                              
         14.1  Absence of Commission Consent................................................  30
         14.2  Designation for Hearing......................................................  30
         14.3  Damage.......................................................................  30
               14.3.1  Risk of Loss.........................................................  30
               14.3.2  Failure of Broadcast Transmission....................................  31
               14.3.3  Resolution of Disagreements..........................................  31
 
         14.4  Legal Actions................................................................  31
 
ARTICLE 15 GENERAL PROVISIONS...............................................................  32
 
         15.1  Brokerage....................................................................  32
         15.2  Expenses.....................................................................  32
         15.3  Notices......................................................................  32
         15.4  Attorneys' Fees..............................................................  33
         15.5  Survival of Representations, Warranties and   
               Indemnification Rights.......................................................  33
         15.6  Exclusive Dealings...........................................................  34
         15.7  Waiver.......................................................................  34
         15.8  Assignment...................................................................  34
         15.9  Entire Agreement.............................................................  34
         15.10 Counterparts.................................................................  34
         15.11 Construction.................................................................  34
         15.12 Schedules and Exhibits.......................................................  34
         15.13 Severability.................................................................  35
         15.14 Choice of Law................................................................  35
         15.15 Counsel......................................................................  35
         15.16 Public Statements............................................................  35
</TABLE> 


                                      iv 
<PAGE>
 
                             SCHEDULES AND EXHIBITS



Exhibit A          Non-competition Agreement
Exhibit B          Opinion of Seller's Counsel
Exhibit C          Opinion of Buyer's Counsel
Exhibit D          Escrow Agreement


Schedule 1.1           Station Licenses
Schedule 1.2           Station Equipment
Schedule 1.3(a)        Operating Contracts
Schedule 1.3(c)        Sales Agreements
Schedule 1.3(d)        Trade Agreements
Schedule 1.3(e)        Barter Agreements
Schedule 1.4           Real Property
Schedule 1.5           Intangible Property
Schedule 1.8           Excluded Assets
Schedule 6.1           Addresses of Seller's Business Operations
Schedule 6.6(a)        Title to Assets
Schedule 6.6(b)        Permitted Liens
Schedule 6.8(c)        Assignment of Lease Agreements
Schedule 6.10          Employees
Schedule 6.11          Employee Plans
Schedule 6.12          Litigation
Schedule 6.14(c)   FCC Letter Regarding EEO Efforts
Schedule 6.18          Financial Statements Provided to Buyer
Schedule 6.20          Sufficiency of Assets
<PAGE>
 
                           ASSET PURCHASE AGREEMENT

        This Asset Purchase Agreement (the "Agreement") is made and entered this
June 27, 1996, between WEDR, INC., a Florida corporation ("Seller"), and
EVERGREEN MEDIA CORPORATION OF LOS ANGELES, a Delaware corporation ("Buyer").

                                  BACKGROUND:

        Seller is the licensee, owner and operator of Broadcast Station WEDR-FM,
99.1 MHz, Miami, Florida (the "Station"), pursuant to certain authorizations
issued by the Federal Communications Commission (the "Commission" or "FCC"), and
owns certain assets used or held for use solely in connection with the operation
of the Station. Seller desires to sell and assign and Buyer desires to purchase
and acquire substantially all of the property and assets used or held for use in
the operation of the Station upon the terms set forth in this Agreement (the
"Transaction"). The parties acknowledge that the licenses issued by the
Commission for the operation of the Station may not be assigned without the
prior written consent of the Commission. Accordingly, in consideration of the
foregoing and of the mutual promises, covenants, and conditions set forth below,
the parties agree as follows:

                                   ARTICLE 1

                             ASSETS TO BE CONVEYED

        On the Closing Date (as defined below), subject to and in reliance
upon the covenants, representations, warranties and agreements set forth herein,
and subject to the terms and conditions contained herein, Seller shall sell,
assign, transfer and deliver to Buyer and Buyer shall purchase from Seller, all
of the assets used or held for use in the operation of the Station including,
without limitation, the following (collectively, the "Assets") but specifically
excluding the Excluded Assets (as defined below):

        1.1 Licenses and Authorizations. All licenses, permits, permissions and
other authorizations issued to Seller for the operation of the Station by the
Commission or any other governmental agencies, including, but not limited to,
those listed on Schedule 1.1 and the right to use the Station's call letters
(the "Station Licenses"), and all applications for modification, extension or
renewal thereof, and any pending applications for any new licenses, permits or
authorizations pending on the Closing Date (the "Station Applications").

        1.2 Station Equipment. Except for Excluded Assets, all the fixed and
tangible personal property used or held for use in the operation of the Station
including, but not limited to, the transmitters, towers, ground system and
studio equipment listed on Schedule 1.2 together with any replacements,
improvements, or additions thereto made between the date hereof and the Closing
Date (the "Station Equipment").

        1.3 Contracts. All rights of Seller or others for the benefit of the
Station under (a) all agreements, contracts or leases described on Schedule
1.3(a); (b) such other contracts, agreements or leases entered into (i) with the
written consent of Buyer, or (ii) in the ordinary course
<PAGE>
 
of business and consistent with past practice, between the date of this
Agreement and the Closing Date, that (x) are approved in writing by Buyer, or
(y) do not, in the aggregate, impose obligations in excess of Ten Thousand
Dollars ($10,000) on Buyer (the contracts, agreements and leases described in
clauses (a) and (b) are collectively referred to as the "Operating Contracts");
(c) all contracts for the sale of time on the Station for cash (i) at rates
substantially in accordance with the Station's past practices with a remaining
term at Closing of six (6) months or less, (ii) set forth on Schedule 1.3(c), or
(iii) entered into with the written consent of Buyer ("Sales Agreements"), (d)
contracts for the sale of time on the Station in exchange for merchandise or
services used or useful for the benefit of the Station to the extent that such
contracts (i) were entered into in the ordinary course of business, (ii) are
preemptible for cash time sales, and (iii) obligate Buyer to provide advertising
time only on a "run of schedule" basis ("Trade Agreements"), and (e) contracts
for the sale of time on the Station in exchange for programming set forth on
Schedule 1.3(e) or entered into after the date of this Agreement with the
written consent of Buyer ("Barter Agreements").  (The Operating Contracts, Sales
Agreements, Trade Agreements, and Barter Agreements are referred to collectively
as the "Contracts.")  In the event that the Trade Agreements and Barter
Agreements to be assumed have a Negative Trade Balance (as defined below) of
$20,000 or more on the Closing Date, the Purchase Price (as defined in Section
3) will be reduced by the amount of the Negative Trade Balance.  "Trade Balance"
means the difference between the aggregate value of time owed pursuant to the
Trade Agreements and Barter Agreements (based upon the rates for cash sales on
the Station in effect on the Closing Date) on the Closing Date ("Trade
Obligations") and the aggregate value of goods and services to be received after
the Closing Date pursuant to the Trade Agreements and Barter Agreements ("Trade
Assets").  The amount of the Negative Trade Balance, if any, is the amount by
which Trade Obligations exceed Trade Assets.

        1.4 Real Property. Except for Excluded Assets, all right, title and
interest in the real property used or held for use or necessary in the operation
of the Station and owned, leased, or licensed by Seller or its affiliates, as
described in Schedule 1.4, or acquired for the benefit of the Station by Seller
or its affiliates with the written consent of Buyer between the date of this
Agreement and Closing Date (the "Real Property").

        1.5  Call Signs, Promotional Materials and Intangibles.  All of Seller's
or its affiliates' rights in the Station's call signs, copyrights, patents,
trademarks, trade names, slogans, logos, service marks, computer software,
magnetic media, data processing files, systems and programs, business lists,
trade secrets, sales and operating plans, all goodwill of the Station and other
similar intangible property rights used or held for use in the operation of the
Station, including but not limited to the intangible property identified on
Schedule 1.5 (the "Intangible Property").

        1.6  Records.  All records, including but not limited to all books of
account, customer lists, supplier lists, computer programs and software,
employee personnel files, local public inspection file materials, engineering
data, logs, programming records, consultants' reports, ratings reports, budgets,
marketing and demographic data, financial reports and projections, lists of
advertisers, promotional materials, and sales, operating and business plans,
relating to or used in the operation of the Station or necessary or desirable to
show compliance with any law or regulation applicable to the Station or the
operation of the Station and not pertaining solely to Seller's internal
corporate affairs or Seller's affiliates' other stations or interests (the
"Station Records").

                                       2
<PAGE>
 
        1.7  Accounts Receivable.  At the consummation of the transaction
contemplated by this Agreement on the Closing Date, Seller shall assign to
Buyer, for purpose of collection only, all of Seller's accounts receivable
arising from the operation of the Station (the "Receivables").  For a period of
one hundred twenty days (120) after the Closing Date (the "Collection Period"),
Buyer will collect the Receivables for Seller's benefit.  Buyer will not adjust,
compromise or settle any dispute concerning the Receivables without prior
written consent of Seller.  Buyer will apply funds collected first to Seller's
Receivables.  By the tenth (10th) day following the close of each calendar month
following the Closing Date, Buyer shall pay to Seller all amounts collected on
account of the Receivables during the previous calendar month and shall deliver
to Seller an itemized list of the Receivables collected.  Within one hundred
thirty days (130) of the Closing Date, Buyer will deliver to Seller the balance
of amounts collected on account of the Receivables.  Buyer shall then reassign
to Seller the Receivables that remain uncollected.

        1.8  Excluded Assets.  It is understood and agreed that the following
assets shall not be among the Assets purchased pursuant to this Agreement:

             (a) Seller's cash on hand as of the Closing and any of Seller's 
interests in its bank accounts and all of Seller's other cash, cash equivalents,
securities, investments, deposits, prepayments (including prepaid taxes and
insurance), tax refunds and overpayments;

             (b) Any insurance policies and proceeds thereof, promissory notes,
amounts due from employees, bonds, letters of credit, certificates of deposits
or other similar items and cash surrender value in regard thereto;

             (c) Any pension, profit-sharing, or employee benefit plans, 
including all of Seller's interest in any Employee Plan (as defined in Section
6.11), and any collective bargaining agreements;

             (d) Any accounts receivable outstanding on the Closing Date 
subject to Section 1.7 hereof;

             (e) Any agreements not included among the Contracts;

             (f) All tax returns and supporting materials, all original 
financial statements and supporting materials, all books and records that Seller
is required by law to retain, all corporate minutes and records, and all records
of Seller relating to the sale of the Assets;

             (g) Any interest in and to any refunds of federal, state, or local
franchise, income or other taxes for periods prior to the Closing Date; and

             (h) All assets specifically enumerated on Schedule 1.8.

                                       3
<PAGE>
 
                                   ARTICLE 2

                           ASSUMPTION OF LIABILITIES

        Buyer shall not assume or undertake to pay, satisfy or discharge any of
Seller's liabilities, obligations, commitments or responsibilities, except for
those liabilities arising and accruing after and relating exclusively to the
operation of the Station after the closing of the transactions contemplated
herein (the "Closing") under the Contracts to be assigned to Buyer pursuant to
(and as limited by) Section 1.3 above. If any Contract requires the consent of
third parties for assignment, but (i) such consent has not been obtained as of
the Closing Date, as required by Section 10.2.7, and (ii) in the case of
Material Contracts (as defined below), Buyer waives such condition precedent to
the Closing in its sole discretion, then Buyer shall assume Seller's obligations
under such Contract only for the period after Closing during which Buyer
receives the benefits to which Seller is currently entitled under such Contract
(unless consent is subsequently obtained and such delay has not prejudiced
Buyer, and unless the failure of Buyer to receive benefits under such Contract
is due to Buyer's failure to perform Seller's obligations thereunder after
Closing).

                                   ARTICLE 3

                           PURCHASE PRICE AND PAYMENT

        3.1  Purchase Price.  The purchase price for the Assets shall be Sixty-
Five Million Dollars ($65,000,000) (the "Purchase Price").  At Closing, Buyer
will pay to Seller by wire transfer of immediately available federal funds
(pursuant to wire instructions that Seller shall deliver to Buyer prior to
Closing) the Purchase Price plus or minus any adjustments, as set forth in
Section 4 hereof, or elsewhere in this Agreement.

        3.2  Allocation.  The Purchase Price shall be allocated among the Assets
in accordance with an appraisal performed by a qualified appraiser jointly
selected by Seller and Buyer, the fees of which shall be divided equally between
Seller and Buyer.  Each of Seller and Buyer agree (i) to jointly complete and
separately file Form 8594 with its federal income tax return for the tax year in
which the Closing occurs and (ii) that neither Seller nor Buyer will take a
position on any income, transfer or gains tax return before any governmental
agency charged with the collection of any such tax or in any judicial proceeding
that is in any manner inconsistent with the terms of any such allocation without
the written consent of the other.

                                   ARTICLE 4

                           PRORATIONS AND ADJUSTMENTS

        The operation of the Station and the income and normal operating
expenses, including without limitation assumed liabilities and prepaid expenses,
attributable thereto through 11:59 p.m. of the day prior to the Closing Date
(the "Adjustment Date") shall be for the account of Seller and thereafter for
the account of Buyer. Expenses for goods or services received both before and
after

                                       4
<PAGE>
 
the Adjustment Date, taxes and assessments, power and utilities charges, and
rents and similar prepaid and deferred items shall be prorated between Seller
and Buyer as of the Adjustment Date (the "Closing Date Adjustments").  All
special assessments and similar charges or liens imposed against the Real
Property and Station Equipment in respect of any period of time through the
Adjustment Date, whether payable in installments or otherwise, shall be the
responsibility of Seller, and amounts payable with respect to such special
assessments, charges or liens in respect of any period of time after the
Adjustment Date shall be the responsibility of Buyer, and such charges shall be
adjusted as required hereunder. Three (3) days prior to the Closing Date Seller
shall estimate all apportionments pursuant to this Article 4 and shall deliver a
statement of its estimates to Buyer (which statement shall set forth in
reasonable detail the basis for those estimates).  At the Closing, Buyer shall
pay to Seller, or Seller shall pay to Buyer, as the case may be, the net amount
due as a result of the estimated apportionments (excluding any item that is in
dispute).  Within sixty (60) days after the Closing (the "Payment Date"), Buyer
shall deliver to Seller a statement of any adjustments to Seller's estimate of
the apportionments, and Buyer shall pay to Seller, or Seller shall pay to Buyer,
as the case may be, any amount due as a result of the adjustment (or, if there
is any dispute, the undisputed amount).  If Seller disputes Buyer's
determinations, or if at any time after delivery of Buyer's statement of
determinations, either party determines that any item included in the
apportionments is inaccurate, or that an additional item should be included in
the apportionments, the party shall confer with regard to the mater and an
appropriate adjustment and payment shall be made as agreed upon by the parties
(or, if they are unable to resolve the matter, they shall select a firm of
independent certified public accountants to resolve the matter, whose decision
on the matter shall be rendered in writing within thirty (30) days following
submission of the dispute to them and whose fees and expenses shall be borne
equally by the parties.  Such decision shall be binding upon the parties).  All
amounts due pursuant to this subsection that are not paid on the Closing Date or
the Payment Date shall bear interest until paid at a rate per annum equal to
generally prevailing prime interest rate (as reported by The Wall Street
Journal) plus five percent (5%).

                                   ARTICLE 5

                           NON-COMPETITION AGREEMENT

        At Closing, Seller and Buyer shall enter into a Non-Competition
Agreement in the form set forth in Exhibit A (the "Covenant").

                                   ARTICLE 6

                   REPRESENTATIONS AND WARRANTIES OF SELLER

        Seller makes the following representations and warranties, all of which
have been relied upon by Buyer in entering into this Agreement and, except as
otherwise specifically provided, all of which shall be true and correct at
Closing.

        6.1  Organization.  Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida, is duly
qualified to do business in, and is in good standing under, the laws of the
State of Florida and has full power and authority to own, lease 

                                       5
<PAGE>
 
and operate the Assets and to conduct the business and operations of the Station
as currently conducted and proposed to be conducted and to enter into and
perform this Agreement. The address of Seller's chief executive offices, all of
Seller's additional places of business, and the locations of all tangible
personal property included in the Assets are listed in Schedule 6.1. Except as
set forth in Schedule 6.1, during the past five (5) years, Seller has not, nor
to the best of Seller's knowledge, has any prior owner of the Station been known
by or used any corporate, partnership, fictitious or other name in the conduct
of the Station's business or in connection with the use or operation of the
Assets.

        6.2  Authorization.  The execution and delivery of this Agreement by
Seller has been duly authorized by all necessary corporate action on its part.
Seller will deliver evidence of such authorization at Closing.  This Agreement
has been duly executed by Seller and delivered to Buyer and constitutes the
legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms, except as limited by laws affecting the enforcement
of creditors' rights generally or equitable principles.

        6.3  No Breach.  None of (i) the execution, delivery and performance of
this Agreement by Seller, (ii) the consummation of this Agreement and all other
documents or instruments related thereto or executed in connection therewith or
in contemplation of the Transaction, or (iii) Seller's compliance with the terms
and conditions hereof will, with or without the giving of notice or the lapse of
time or both, conflict with, breach the terms and conditions of, constitute a
default under, or violate Seller's certificate of incorporation or bylaws, any
judgment, decree, order, injunction, agreement, lease or other instrument to
which Seller is a party or by which Seller is legally bound, or any law, rule,
or regulation applicable to Seller or the operation of the Station.

        6.4  Station Licenses.  The Station Licenses are all of the licenses,
permits, and other authorizations used or necessary to lawfully operate the
Station in the manner and to the full extent as it is now operated, and the
Station Licenses are validly issued in the name of Seller.  Seller has delivered
to Buyer true and complete copies of the Station Licenses, including any and all
amendments and other modifications thereto.  The Station Licenses are in full
force and effect, are valid for the period ending at 3:00 a.m. Eastern Standard
Time ("E.S.T.") on February 1, 2003, are unimpaired by any acts or omissions of
Seller or any of its affiliates, or the employees, agents, officers, directors,
or shareholders of Seller or any of its affiliates, and are free and clear of
any restrictions which might limit the full operation of the Station in the
manner and to the full extent as it is now operated (other than restrictions
under the terms of the licenses themselves).  There are no applications,
proceedings, or complaints pending or, to the knowledge of Seller, threatened
which may have a material adverse effect on the business or operation of the
Station (other than rulemaking proceedings that apply to the radio broadcasting
industry generally).  Seller is not aware of any reason why  any of the Station
Licenses might be revoked.  The Station is in material compliance with the
Commission's policy on exposure to radio frequency radiation.  No renewal of any
Station License would constitute a major environmental action under the rules of
the Commission.  Seller is qualified under the Communications Act of 1934, as
amended, and the existing rules of the Commission, to assign the Station
Licenses and consummate the Transaction.  Seller maintains a public inspection
file at the Station's main studio.

                                       6
<PAGE>
 
        6.5  Station Applications.  All information contained in any Station
Application (as described on Schedule 1.1 hereto) and which are pending with the
Commission is true, complete and accurate in all material respects.

        6.6  Title to Assets.  Except for current real estate taxes and those
other matters set forth on Schedule 6.6(a), Seller has good and marketable title
to the Assets, in the case of owned Assets, and a valid leasehold interest, in
the case of leased Assets, in each case free and clear of all debts, liens,
charges, security interests, mortgages, deeds of trust, pledges, judgments,
trusts, adverse claims, liabilities, collateral assignments, leases, easements,
covenants, encumbrances and other impairments of title ("Liens"), other than as
set forth on Schedule 6.6(a).  At Closing, Seller shall convey to Buyer good and
marketable title to the Assets free and clear of all Liens other than those set
forth on Schedule 6.6(b) ("Permitted Liens").

        6.7 Condition of Equipment. The Station Equipment listed on Schedule 1.2
constitutes all of material tangible the personal property that is used, held by
the Seller or others for use by the Station, or necessary to operate the Station
as it is now operated, except for that equipment necessary to operate and
located at the Back-up Site and items of equipment valued at One Hundred Dollars
($100) or less. The Station Equipment is in good operating condition and repair
(reasonable wear and tear excepted) and is sufficient to permit the Station to
operate in accordance with the Station Licenses and the rules and regulations of
the Commission. All Station Equipment is type-approved or type-accepted where
such type-approval or type-acceptance is required.

        6.8  Condition of Real Property.

             (a)  The Real Property listed on Schedule 1.4(a) constitutes all 
the real property (the "Real Property") owned or leased by Seller or others in
connection with the operation of the Station as it is now operated.

             (b) There are no encroachments upon the Real Property by any 
buildings, structures, or improvements located on adjoining real estate, the
presence of which has a material adverse effect on the Seller's use of such Real
Property. None of the buildings , structures, or improvements (including without
limitation any ground radials, guy wires or guy anchors) constructed on the Real
Property encroach upon adjoining real estate, the presence of which has a
material adverse effect on the Seller's use of such Real Property, and all such
buildings, structures, and improvements are constructed in conformity with or
are "grandfathered" with respect to all "setback" lines, easements, and other
restrictions, or rights of record, or that have been established by any
applicable building or safety code or zoning ordinance. Such "grandfathered"
approvals shall survive indefinitely the transfer of the Real Property to Buyer.
No utility lines serving the Real Property pass over the lands of others except
where appropriate easements have been obtained. There are no pending or, to the
best of Seller's knowledge, threatened or contemplated condemnation or eminent
domain proceedings that may affect the Real Property. There exists no material
writ, injunction, decree, order or judgment, nor any litigation, pending, or to
the best of Seller's knowledge, threatened, relating to the ownership, use,
lease, occupancy or operation of any of the Real Property. Seller's use and
occupancy of the Real Property complies in all material respects with all
regulations, codes, ordinances, and statutes of all applicable governmental
authorities,

                                       7
<PAGE>
 
occupational safety and health regulations, and electrical codes.  There are no
material structural defects in the buildings, structures, and improvements
located on the Real Property.  Roofs are in good condition and repair, and all
plumbing equipment, heating, ventilating and air conditioning equipment,
electrical wiring, and water and sewage systems are operating properly and are
free of any material defects, ordinary wear and tear and normal maintenance
requirements excluded.

             (c) The leased premises are leased at the rates and for terms 
ending on the dates shown on Schedule 1.4(c) pursuant to the agreements
described in Schedule 1.4 (the "Lease Agreements"), which are the sole and
complete agreements concerning Seller's use of the leased premises. Each Lease
Agreement is legal, valid, binding, enforceable and in full force and effect.
Neither Seller nor any other party is in default, violation or breach in any
respect under any Lease Agreement, and no event has occurred and is continuing
that constitutes or, with notice or the passage of time or both, would
constitute a default, violation or breach thereunder. No amount payable under
any Lease Agreement is past due. Seller has not received any notice of a
default, offset or counterclaim under any Lease Agreement or any other
communication asserting non-compliance with any Lease Agreement. Except as
provided on Schedule 6.8(c), Seller has the exclusive right to use and occupy
the premises leased under each Lease Agreement. Seller enjoys peaceful and
undisturbed possession of the premises leased by Seller under the Lease
Agreement. Except as set forth on Schedule 6.8(c), the Lease Agreements are free
and clear of all Liens, except for lessors' interests in the leases. Seller has
delivered to Buyer, true and complete copies of the Lease Agreements, together,
in the case of any subleases or similar occupancy agreements, with copies of all
overleases. Except as disclosed in Schedule 6.8(c), Seller has full legal power
and authority to assign its rights under the Lease Agreements to Buyer in
accordance with this Agreement on terms and conditions no less favorable than
those in effect on the date hereof, and such assignment will not affect the
validity, enforceability and continuity of any such lease.

             (d) All utilities that are required for the full and complete 
occupancy and use of the Real Property for the purposes for which such
properties are presently being used by Seller, including without limitation
electric, water, sewer, telephone and similar services, have been connected and
are in good working order. By the Closing Date, Seller will have paid all
charges for such utilities, including without limitation any "tie-in" charges or
connection fees, except for those charges that will not become due until after
the Closing Date and that are to be prorated between Seller and Buyer pursuant
to Section 4.

        6.9  Contracts.  The Contracts are assignable to Buyer on terms and
conditions no less favorable than those in effect on the date hereof without
consent, or, if consent of the other contracting party to the assignment is
required, such consent will be secured at Seller's sole expense prior to the
Closing Date.  Each Contract is in full force and effect and is unimpaired by
any acts or omissions of Seller, Seller's employees, agents, officers, directors
or shareholders.  Seller has complied in all material respects will all
Contracts to be assigned to Buyer hereunder, and there has not occurred as to
any Contract any material default by Seller or any event that, with notice or
the lapse of time or otherwise, could become a material default by Seller.
Seller has not granted or been granted any waiver or forbearance with respect to
any of the Contracts.  To the best knowledge of Seller, there has not occurred
as to any Contract any default by any other party thereto or any event that,
with notice or the lapse of time or at the election of any person other than
Seller, could become 

                                       8
<PAGE>
 
a material default by such party. Those Contracts whose stated duration extends
beyond the Closing Date will, at Closing, be in full force and effect and will
be unimpaired by any acts or omissions of Seller, Seller's agents, employees,
officers, directors or shareholders. Seller has provided to Buyer true and
correct copies of all written Contracts, as modified to date, or true and
complete memoranda describing the terms of all oral Contracts, and all
liabilities and obligations under such Contracts can be ascertained from such
copies or memoranda. The Contracts as amended through the date of this Agreement
will not be modified without Buyer's written consent, which consent shall not be
unreasonably withheld. The Contracts are all of the agreements, contracts,
leases or other undertakings that are material to the operation of the Station.

        6.10  Employees.

             (a) Schedule 6.10 contains a true and complete list of all persons
employed at the Station, each such person's compensation and bonus arrangements
and the Employee Plans listed in Schedule 6.11, if any, applicable to each such
person. Seller is not a party to any agreement or arrangement, written or oral,
with salaried or non-salaried employees except as described in Schedules 6.10
and 6.11 or included among the Operating Contracts. Except as described in
Schedule 6.10, Seller has no knowledge that any employee identified in Schedule
6.10 currently plans to terminate employment, whether by reason of the
transactions contemplated by this Agreement or otherwise.

             (b) Except as disclosed in Schedule 6.10, Seller is not a party to
or subject to any Contract with any labor organization, nor has Seller 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 at the Station. Seller has no knowledge of any organizational effort
currently being made or threatened by or on behalf of any labor union with
respect to employees of Seller at the Station. To Seller's knowledge, there are
no unfair labor practice charges pending or, threatened against Seller; there
are no pending or threatened strikes, arbitration proceedings involving labor
matters or other labor disputes affecting Seller or the Station; and Seller has
not experienced any strikes, work stoppages or other significant labor
difficulties of any nature at the Station in the past two years.

        6.11  Employee Benefit Plans.  Seller has no employee or retiree 
benefit or compensation plan within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or compensation,
bonus, incentive, deferral, equity based, severance, termination, retention,
change in control, employment or other similar program, agreement, arrangement,
trust or other funding arrangement, whether or not subject to the provisions of
ERISA, to which Seller is bound or that is or has been established or maintained
or in respect of which Seller has ever had any obligation to contribute (each,
an "Employee Plan"). Seller has no fixed or contingent liability or obligation
to or in respect of any person now or formerly employed at the Station or any
beneficiary or dependent of any such person, including, without limitation, in
respect of pension or thrift benefits or payments, individual or supplemental
pension benefits or payments or compensation arrangements, contributions to
hospitalization or other health, life or other welfare benefits, incentive
benefits or payments, bonus benefits or payments or vacation, sick leave,
disability and termination benefits or payments, including workers'
compensation. No trade

                                       9
<PAGE>
 
or business (whether or not incorporated) is or has been as of any date within
the preceding six (6) years been treated as a single employer together with
Seller pursuant to Section 414 of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder (the "Code"). Seller has not incurred or
reasonably expects to incur (either directly or indirectly, including as a
result of any indemnification obligation) any liability that could become a
liability of Buyer or, following the Closing, remain a liability of the Station
under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint
and several liability provisions of the Code relating to employee benefit plans
and, to the best knowledge of Seller, no event, transaction or condition has
occurred or exists which could result in any such liability. It is expressly
understood that Buyer is not assuming any obligation of Seller under or with
request to any Employee Plan.

        6.12  Litigation.   Except as set forth on Schedule 6.12, there is no
unsatisfied judgment outstanding and no litigation, proceeding, claim or
investigation of any nature pending or, to Seller's best knowledge, threatened
against Seller or any of the Assets which might have a material adverse effect
on the continued operation of the Station or impair the value of the Assets or
which might adversely affect Seller's ability to perform in accordance with the
terms of this Agreement.  Seller has no knowledge of any facts that could
reasonably result in any such proceedings.  With respect to each matter set
forth therein, Schedule 6.12 sets forth a description of the forum for the
matter, the parties thereto and the type and amount of relief sought.

        6.13  Payment of Taxes.  Seller has, or by the Closing Date will have,
duly filed all tax returns and forms required to be filed in respect of the
Station and paid in full or discharged all taxes, assessments, excises,
interest, penalties, deficiencies and other levies relating to the Assets,
excepting such taxes, assessments, and other levies as will not be due until
after the Closing Date and that are to be prorated between Seller and Buyer
pursuant to Section 4. No event has occurred that could impose on Buyer any
liability for any taxes, penalties, or interest due or to become due from Seller
from any taxing authority.

        6.14  Compliance With Laws.  Seller has complied in all material 
respects with, and is not in material violation of any federal, state or local
laws, regulations or orders (including any applicable statutes, ordinances or
codes relating to zoning and land use, health and sanitation, occupational
safety, and the use of electrical power) affecting the Assets, Seller's
business, or the operation of the Station. No representation is made in this
Section 6.14 as to environmental matters which are subject to the provisions of
Article 8 hereof. Without limiting the generality of the foregoing:

             (a) The Station's transmitting and studio equipment is operating in
material accordance with the terms and conditions of the Station Licenses and
all underlying construction permits, and the rules, regulations and policies of
the Commission, including without limitation all regulations concerning
equipment authorization and human exposure to radio frequency radiation.  To the
best of Seller's knowledge, (i) the Station is not causing interference in
violation of Commission rules to the transmission of any other broadcast station
or communications facility and has not received any complaints with respect
thereto and (ii) no other broadcast station or communications facility is
causing interference in violation of Commission rules to the Station's
transmissions.

                                       10
<PAGE>
 
             (b) Seller has, in the conduct of the Station's business, complied
in all material respects with all applicable laws, rules and regulations
relating to the employment of labor, including those concerning wages, hours,
equal employment opportunity, collective bargaining, pension and welfare benefit
plans, and the payment of Social Security and similar taxes, and Seller is not
liable for any arrearages of wages or any tax penalties due to any failure to
comply with any of the foregoing.

             (c) Except for a letter dated April 9, 1996, from the FCC, a copy
of which is attached as Schedule 6.14(c), Seller has received no notification
from the Commission that Seller's affirmative action program for the Station or
Seller's other employment practices fail to comply with Commission rules and
policies.

             (d) All material ownership reports, employment reports, tax 
returns and other documents required to be filed by Seller with the Commission
or other governmental authorities have been filed, except for such materials the
failure of which to file would not have a material adverse effect on the Station
or any material Asset. Such items as are required to be placed in the Station's
local public inspection files have been placed in such files. All proofs of
performance and measurements that are required to be made by Seller with respect
to the Station's transmission facilities have been completed and filed at the
Station. All information contained in the foregoing documents is true, complete
and accurate in all material respects.

        6.15  Insolvency Proceedings.  Neither Seller nor the Assets are the
subject of any pending or threatened insolvency proceedings of any character,
including without limitation bankruptcy, receivership, reorganization,
composition or arrangement with creditors, voluntary or involuntary.  Seller has
not made an assignment for the benefit of creditors or taken any action in
contemplation of or which would constitute a valid basis for the institution of
any such insolvency proceedings. After giving effect to the Transaction, Seller
(i) will have sufficient capital to carry on its business and transactions, (ii)
will be able to pay its debts as they mature or become due, and (iii) will own
assets the fair value of which will be greater than the sum of all liabilities
(including contingent liabilities) of Seller not specifically assumed by Buyer
pursuant to the terms of this Agreement. Seller is not insolvent nor will it
become insolvent as a result of entering onto this Transaction.

        6.16  Citizenship.  Seller is not a "foreign person" as defined in 
Section 1445(f)(3) of the Code. On the Closing Date, Seller will deliver to
Buyer an affidavit to that effect, verified as true and sworn to under penalty
of perjury by a duly-authorized officer of Seller. The affidavit shall also set
forth Seller's name, address, taxpayer identification number, and such
additional information as may be required to exempt the Transaction from the
withholding provisions of Section 1445 of the Code. Buyer shall have the right
to furnish copies of the affidavit to the Internal Revenue Service.

        6.17  Patents, Trademarks, Copyrights.  The call sign and all slogans,
logos, copyrights, patents, trademarks, trade names, service marks, and other
similar intangible property rights, including registrations and applications to
register or renew the registration of any of the foregoing, currently used to
promote or identify the Station, or otherwise used in connection with 

                                       11
<PAGE>
 
the Station's business, are listed or described on Schedule 1.5 (the
"Promotional Rights"). The Promotional Rights are either owned or validly
licensed by Seller, and Schedule 1.5 identifies which Promotional Rights are so
owned and which are licensed, and if licensed, the royalties paid thereon and
the parties paid thereunder. Seller does not have any knowledge, nor has Seller
received any notice to the effect that its use of any of the Promotional Rights
may or are claimed to infringe on the right of another. Seller has no knowledge
of any infringement or unlawful or unauthorized use of such Promotional Rights,
including without limitation the use of any call sign, slogan or logo by any
broadcast or cable station in the Miami, Florida metropolitan area that may be
confusingly similar to the call sign, slogans, and logos currently used by the
Station. To Seller's best knowledge, the operation of the Station does not
infringe any copyright, patent, trademark, trade name, service mark, or other
similar right of any third party. Seller has not sold, licensed or otherwise
disposed of any Promotional Rights to any person or entity and Seller has not
agreed to indemnify any person or entity for any patent, trademark or copyright
infringement. Schedule 1.5 lists all of the Promotional Rights which have been
duly registered with, filed in or issued by, as the case may be, the United
States Patent and Trademark Office and United States Copyright Office or other
filing offices, domestic or foreign.

        6.18  Financial Statements.  Seller has furnished Buyer with the 
financial statements listed or described on Schedule 6.18 (the "Financial
Statements"). The year-end Financial Statements: (i) have been prepared in
accordance with United States Generally Accepted Accounting Principles ("GAAP")
on a consistent basis throughout the periods involved and as compared with prior
periods and (ii) fairly and accurately reflect the financial condition and the
results of operations and cash flows of the Station as of the dates and for the
periods indicated. The monthly and other interim Financial Statements: (i) have
been prepared in accordance with GAAP on a consistent basis throughout the
periods involved (except to the extent noted thereon) and on a basis consistent
with the year-end Financial Statements, and (ii) fairly and accurately reflect
the financial condition and the results of operations and cash flows of the
Station as of the dates and for the periods indicated in all material respects.
Except as reflected in the Financial Statements or otherwise disclosed to Buyer
in writing, no event has occurred since the preparation of the most recent
Financial Statements that would make such Financial Statements misleading in any
respect.

        6.19  Cashflow.  Seller's broadcast cashflow generated from the 
operations of the Station for the year ending December 31, 1995 (the "1995 BCF")
was not less than Four Million Nine Hundred Thousand Dollars ($4,900,000.00).

        6.20  Sufficiency of Assets.  Except as set forth on Schedule 6.20, the
Assets are sufficient to operate the Station as it is now operated.

        6.21  No Misleading Statements.  To Seller's best knowledge, no 
statement made by Seller to Buyer and no information provided or to be provided
by Seller to Buyer pursuant to this Agreement or in connection with the
negotiations covering the Transaction, contains or will contain any untrue
statement of a material fact or omits or will omit a material fact necessary in
order to make such statements or information not misleading.

                                       12
<PAGE>
 
                                   ARTICLE 7

                    REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer makes the following representations and warranties, all of which have
been relied upon by Seller in entering into this Agreement and, except as
otherwise specifically provided, all of which shall be true and correct at
Closing.

        7.1  Organization.  Buyer is a corporation duly organized, validly
existing, and in good standing, under the laws of the State of Delaware, and is
duly qualified to do business in the State of Florida.

        7.2  Authorization.  The execution and delivery of this Agreement by 
Buyer has been duly authorized by all necessary corporate action on the part of
Buyer. Evidence of such authorizations shall be delivered to Seller at Closing.
This Agreement has been duly executed by Buyer and delivered to Seller and
constitutes a valid and binding agreement of Buyer, enforceable in accordance
with its terms.

        7.3  No Breach.  None of (i) the execution, delivery and performance of
this Agreement by Buyer, (ii) the consummation of the Transaction, or (iii)
Buyer's compliance with the terms and conditions hereof will, with or without
the giving of notice or the lapse of time or both, conflict with, breach the
terms and conditions of, constitute a default under, or violate Buyer's articles
of incorporation, bylaws, any judgment, decree, order, agreement, lease or other
instrument to which Buyer is a party or by which Buyer is legally bound, or any
law, rule or regulation applicable to Buyer.

        7.4  Litigation.  There is no action, suit, investigation or other
proceedings pending or, to Buyer's best knowledge, threatened which may
adversely affect Buyer's ability to perform in accordance with the terms of this
Agreement, and Buyer is unaware of any facts which could reasonably result in
any such proceeding.

        7.5  No Misleading Statements.  To Buyer's knowledge, no statement made
by Buyer to Seller and no information provided or to be provided by Buyer to
Seller pursuant to this Agreement or in connection with the negotiations
covering the Transaction contemplated herein contains or will contain any untrue
statement of a material fact or omits or will omit a material fact necessary in
order to make such statements or information not misleading.

        7.6 Qualification as Broadcast Licensee. Buyer is legally and otherwise
qualified under the Communications Act of 1934, as amended, and the rules,
regulations and policies of the FCC, to become the licensee of the Station and
consummate the Transaction. There are no proceedings, complaints, notices of
forfeiture, claims, investigations pending or, to the knowledge of Buyer,
threatened against any or in respect of any of the broadcast stations licensed
to Buyer or its affiliates that would materially impair the qualifications of
Buyer to become a licensee of the Station.

                                       13
<PAGE>
 
     7.7  Financial Capacity.  Buyer has the financial capacity to satisfy all
of Buyer's obligations under this Agreement and the documents to be executed and
exchanged at the Closing, and to perform all of Buyer's obligations at the
Closing.

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


                                   ARTICLE 8

                             ENVIRONMENTAL MATTERS

        8.1  Definitions.

             8.1.1  "Hazardous Materials" means hazardous wastes, hazardous 
substances, hazardous constituents, toxic substances or related materials,
whether solids, liquids or gases, including but not limited to substances
defined as "hazardous wastes," "hazardous substances," "toxic substances,"
"pollutants," "contaminants," "radioactive materials," "petroleum or any
fraction thereof," or other similar designations in, or otherwise subject to
regulation under, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986 ("CERCLA"), 42 U.S.C. (SS) 9601 et seq.; the Toxic
                                                            -- ---
Substance Control Act ("TSCA"), 15 U.S.C.(SS) 2601 et seq.; the
                                                   -- ---
Hazardous Materials Transportation Act, 49 U.S.C. (S) 1802; the Resource
Conservation and Recovery Act ("RCRA"), 42 U.S.C. (SS) 9601 et seq.; the Clean
                                                            -- ---
Water Act ("CWA"), 33 U.S.C. (SS) 1251 et seq.; the Safe Drinking Water Act, 
                                       -- ---
42 U.S.C. (SS) 300f et seq.; the Clean Air Act ("CAA"), 42 U.S.C. (SS) 7401 et 
                    -- ---                                                  --
seq.; or any similar state law; and in the plans, rules, regulations or 
- ---
ordinances adopted, or other criteria and guidelines promulgated pursuant to the
preceding laws or other similar laws, regulations, rules or ordinances in effect
as of the Closing Date (collectively the "Environmental Laws"); and any other
substances, constituents or wastes subject to environmental regulations under
any applicable federal, state or local law, regulation or ordinance in effect as
of the Closing Date.

        8.1.2  "Environmental Conditions" means conditions of the environment,
including the ocean, natural resources (including flora and fauna), soil,
surface water, ground water, any present or potential drinking water supply,
subsurface strata or the ambient air, relating to or arising out of the use,
handling, storage, treatment, recycling, generation, transportation, release,
spilling, leaking, pumping, pouring, emptying, discharging, injecting, escaping,
leaching, disposal, dumping or threatened release of Hazardous Materials by
Seller or Seller's predecessors in interest.  With respect to claims by
employees, Environmental Conditions also includes the exposure of persons to
Hazardous Materials introduced to the environment prior to the Closing Date,
within a work place on the Real Property.

        8.1.3 "Environmental Noncompliance" means, but is not limited to: (a)
the release or threatened release of any Hazardous Materials into the
environment, any storm drain, sewer, septic system or publicly owned treatment
works, in violation of any effluent or emission

                                       14
<PAGE>
 
limitations, standards or other criteria or guidelines established by any
federal, state or local law, regulation, rule, ordinance, plan or order; (b) any
noncompliance of physical structure, equipment, process or facility with the
requirements of building or fire codes, zoning or land use regulations or
ordinances, conditional use permits and the like; (c) any noncompliance with
Environmental Laws; (d) any facility operations, procedures, designs, etc. which
do not conform to the statutory or regulatory requirements of the CAA, the CWA,
the TSCA, the RCRA or any other Environmental Laws intended to protect public
health, welfare and the environment; (e) the failure to have obtained permits,
variances or other authorizations required under Environmental Laws for the
operation of any equipment, process, facility or any other activity; (f) the
operation of any facility or equipment in violation of any permit condition,
schedule of compliance, administrative or court order and the like.

        8.1.4 "Claims" include without limitation; claims, demands, suits,
causes of action for personal injury or property damage (including any
depreciation of property values, lost use of property, consequential damages
arising directly or indirectly out of Environmental Conditions or violations of
or obligations under any lease between Seller and its lessors); actual or
threatened damages to natural resources; claims for the recovery of response
costs, or administrative or judicial orders directing the performance of
investigations, response or remedial actions under CERCLA, RCRA, or other
Environmental Laws; a requirement to implement "corrective action" pursuant to
any order or permit issued pursuant to RCRA; claims for restitution,
contribution or equitable indemnity from third parties or any governmental
agency; fines, penalties, liens against property; claims for injunctive relief
or other orders or notices of violation from federal, state or local agencies or
courts; and, with regard to any present or former employees, exposure to or
injury from Environmental Conditions.

        8.1.5 "Expenses" includes any liability, loss, cost or expense
including, without limitation, costs of investigation, cleanup, remedial or
response action, the costs associated with posting financial assurances for the
completion of response, remedial or corrective actions, the preparation of any
closure or other necessary or required plans or analyses, or other reports or
analyses submitted to or prepared by regulating agencies, including the cost of
health assessments, epidemiological studies and the like, retention of engineers
and other expert consultants, legal counsel, capital improvements, operation and
maintenance testing and monitoring costs, power and utility costs and pumping
taxes or fees, and administrative costs incurred by governmental agencies.

        8.2  No Environmental Indemnification by Seller.  Other than the rights
granted to Buyer in Section 9.6 hereof, Seller shall have no obligation to
indemnify Seller for any Environmental Noncompliance.

        8.3 Seller's Environmental Representations and Warranties. The matters
set forth in this Section constitute representations and warranties of Seller
which shall be true and accurate as of the Closing Date. In the event that,
during the period between the execution of this Agreement and the Closing Date,
Seller learns, or has reason to believe, that any of the following
representations and warranties may cease to be true, Seller hereby covenants to
give notice thereof to Buyer immediately. Seller hereby represents and warrants
that:

                                       15
<PAGE>
 
        8.3.1 No Proceedings. To Seller's best knowledge, there are no pending
or threatened actions, suits, claims, legal proceedings or any other proceedings
based on Environmental Conditions or Environmental Noncompliance at the Real
Property, or any part thereof, or otherwise arising from Seller's activities at
the Real Property involving Hazardous Materials, including but not limited to
proceedings under CERCLA, RCRA, or any other Environmental Laws based on the
off-site transportation, treatment, storage, recycling or disposal of Hazardous
Materials generated by Seller;

        8.3.2 Environmental Compliance. To Seller's best knowledge, there are no
conditions, facilities, procedures or any other facts or circumstances at the
Real Property which constitute Environmental Noncompliance;

        8.3.3 Asbestos. There are no structures, improvements, equipment,
activities, fixtures or facilities on the Real Property which are constructed
with, use or otherwise contain asbestos-containing construction materials. For
the purposes of this subsection: (1) "asbestos" means fibrous forms of various
hydrated minerals, including chrysotile (fibrous serpentine), crocidolite
(fibrous reibecktite), amosite (fibrous cummingtonite-grunerite), fibrous
tremolite, fibrous actinolite, and fibrous anthophyllite; (2) "asbestos-
containing construction materials" means any manufactured construction material
which contains more than one-tenth of one percent asbestos by weight;

        8.3.4 Hazardous Materials. To Seller's best knowledge, neither the Real
Property nor any structure, improvements, equipment, fixtures, activities or
facilities thereon uses Hazardous Materials or equipment containing
polychlorinated biphenyls;

        8.3.5  Releases.  To Seller's best knowledge, there are no processes,
facilities, operations, equipment or any other activities on the Real Property
which currently result in the release or threatened release of Hazardous
Materials into the environment, or which otherwise contribute to Environmental
Conditions, except to the extent that such releases or threatened releases do
not constitute a condition of Environmental Noncompliance; and

        8.3.6 Underground Storage Tanks. To Seller's best knowledge, there are
no underground storage tanks, or underground piping associated with tanks, used
for the management of Hazardous Materials at the Real Property which do not have
a full secondary containment system in place, and there are no abandoned
underground storage tanks at the Real Property which have not been either
abandoned in place or removed pursuant to a permit issued by a Governmental
Entity.

                                   ARTICLE 9

                            PRE-CLOSING OBLIGATIONS

        The parties covenant and agree as follows with respect to the period
prior to the Closing Date:

                                       16
<PAGE>
 
        9.1  Application for Commission Consent.  Within five (5) business days
after the date of this Agreement, Seller and Buyer shall join in and file an
application or applications requesting the Commission's written consent to the
assignment of the Station Licenses from Seller to Buyer (the "Assignment
Application"), and they will diligently take all steps necessary or desirable
and proper to prosecute expeditiously the Assignment Application and to obtain
the Commission's determination that approval of the Assignment Application will
serve the public interest, convenience, and necessity, including, without
limitation, compliance with the public notice requirements of the Communications
Act of 1934, as amended.  The failure by either party to timely file or
diligently prosecute its portion of the Assignment Application shall be deemed a
material breach of this Agreement.

        9.2  Hart-Scott-Rodino Act.  Within thirty (30) business days after the
date of this Agreement, each party shall submit to the United States Department
of Justice and the United States Federal Trade Commission all forms and
information applicable to the transaction required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules promulgated
thereunder (the "HSR Act"), and shall furnish to the other party all information
that the other reasonably requests in connection with such filings.

        9.3 Other Governmental Consents. Promptly following the execution of
this Agreement, Seller and Buyer shall proceed to prepare and file with the
appropriate governmental authorities (other than the Commission) such requests,
if any, for approval or waiver as may be required from such governmental
authorities in connection with the Transaction, and shall jointly, diligently
and expeditiously prosecute, and shall cooperate fully with each other in the
prosecution of, such requests for approval or waiver and all proceedings
necessary to secure such approvals and waivers. Any filing or similar fees
associated with compliance with the HSR Act shall be borne equally by Seller and
Buyer.

        9.4 Financial Information. Between the date hereof and the Closing Date,
Seller shall furnish Buyer with monthly financial statements within thirty (30)
days after the end of each calendar month, and with such additional data
concerning the Station's financial condition as are prepared by Seller in the
ordinary course of business, in the same form as the Financial Statements
contained in Schedule 6.19.

        9.5 Consents. Seller shall use its best efforts to obtain the consents
of the other contracting parties to the assignment of the Contracts requiring
such consent (a "Required Consent"). The delivery of Required Consents to the
assignment of Contracts that are identified on Schedule 1.3 to be material to
the operation of the Station ("Material Contracts") shall be a condition to
Buyer's obligation to close under Section 10.2.7.

        9.6 Environmental Site Assessment; Right of Termination. Buyer shall be
entitled to obtain, at Buyer's expense, a Phase I and, if necessary, a Phase II
environmental audit of the Real Property (the "Environmental Assessment"). In
the event that the Environmental Assessment discloses material noncompliance
with an Environmental Law, the Buyer shall be entitled to elect, upon written
notice to Seller within thirty (30) days after receipt of the Environmental
Assessment, either to require Seller to undertake remedial action to correct the
noncompliance (where the

                                       17
<PAGE>
 
estimated cost of likely remediation required to bring the Real Property into
compliance with Environmental Laws does not, in the opinion of Seller and its
environmental consultants, exceed an aggregate amount of One Hundred Thousand
Dollars ($100,000)) or terminate this Agreement. In the event Buyer does not
terminate this Agreement, Buyer shall be deemed to have accepted the Real
Property subject to any such Environmental Noncompliance and shall not have any
rights of indemnity or other claim against Seller on the grounds of
noncompliance with any Environmental Law.

        9.7  Title Insurance.  Within sixty (60) days of the date of this
Agreement, Seller shall deliver to Buyer the commitment of a title insurance
company reasonably satisfactory to Buyer agreeing to issue to Buyer, at standard
rates, ALTA 1975 Form extended coverage title insurance policies, insuring
Buyer's interest in the Real Property (the "Title Commitment").  The costs of
the Title Commitment shall be paid by Seller, and the policy to be issued
pursuant to the Title Commitment shall be paid by Buyer.

        9.8 Surveys. Within sixty (60) days of the date of this Agreement,
Seller shall deliver to Buyer surveys of the Real Property sufficient to remove
any "survey exception" from the title insurance policies to be issued pursuant
to the Title Commitments.

        9.9  Cashflow Audit.  Within thirty (30) days of the date of this
Agreement, Seller shall retain an accountant (the "BCF Accountant") mutually
acceptable to the parties promptly to verify the accuracy of the 1995 BCF.  On
or prior to the Closing Date, Seller shall deliver to Buyer an updated report of
the BCF Accountant to verify that the broadcast cashflow generated from the
operation of the Station for the twelve (12) month period ending on the last day
of the month immediately preceding the Closing Date (the "Closing BCF") was at
least equal to the 1995 BCF.

        9.10  Confidentiality.  Each party agrees that any and all information
learned or obtained by it from the other (and that is not otherwise public or
known in the radio broadcast industry) shall be confidential and agrees not to
disclose any such information to any person whatsoever other than as is
necessary for the purpose of effecting the Transaction or as otherwise required
by law.  In the event this Agreement is terminated, all confidential information
provided by Seller to Buyer shall be returned to Seller, unless same is
reasonably retained in connection with litigation or other proceedings between
the parties relating to this Agreement.

                                       18
<PAGE>
 
        9.11 Access. Between the date hereof and the Closing Date, Seller shall
give, upon prior notice, Buyer or representatives of Buyer (including
underwriters, lenders, consultants and investors) reasonable access to the
Assets and to the books and records of Seller relating to the business and
operation of the Station. It is expressly understood that, pursuant to this
Section, Buyer, at its sole expense, shall be entitled to make such engineering
inspections of the Station and surveys of the Real Property, and such audits of
the Station's financial records as Buyer may desire, so long as the same do not
unreasonably interfere with Seller's operation of the Station.

        9.12 Employee Matters.

             (a) As set forth on Schedule 6.10, Seller has provided to Buyer an
accurate list of all current employees of the Station together with a
description of the terms and conditions of their respective employment and their
duties as of the date of this Agreement. Seller shall promptly notify Buyer of
any changes that occur prior to Closing with respect to such information.

             (b) Buyer shall, within thirty (30) days following the execution of
this Agreement, advise Seller as to which of Seller's employees Buyer will offer
employment (such employees are hereinafter referred to as the "Hired
Employees"), which offers shall be on terms and conditions that Buyer shall
determine in its sole discretion. Nothing in this Agreement shall obligate Buyer
to hire any employee of Seller. Seller waives any claims against Buyer or any of
the Hired Employees arising from such employment, including without limitation
any claims arising from any employment agreement or non-competition agreement.
On or prior to Closing, Seller shall compensate each of the Station's employees
for all accrued commissions, accrued vacations, sick leave and other accrued
benefits. Seller shall terminate the employment of all employees effective on
the Closing Date and shall cooperate with, and use its best efforts to assist,
Buyer in its efforts to secure satisfactory employment arrangements with the
Hired Employees to whom Buyer makes offers of employment.

             (c) Nothing contained in this Agreement shall confer upon any
employee of Seller any right with respect to continued employment by Buyer, nor
shall anything herein interfere with the right of Buyer to terminate the
employment of any of the Hired Employees at any time, with or without cause.

        9.13 Operations Prior to Closing. Between the date of this Agreement and
the Closing Date:

             (a) Seller shall operate the Station in the normal and usual
manner, consistent with Seller's past practice and the rules, regulations, and
policies of the Commission, and shall conduct the Station's business only in the
ordinary course. To the extent consistent with such operations, Seller shall use
its best efforts to: (i) maintain the present character and entertainment format
of the Station and the quality of its programs; (ii) keep available for Buyer
the services and number of the Station's present employees reasonably necessary
for the operation of the Station; (iii) preserve the Station's present customers
and business relations; (iv) continue to make expenditures and engage in
activities designed to promote the Station; (v) continue making capital

                                       19
<PAGE>
 
expenditures in accordance with the capital expenditure budget for the Station
and otherwise consistent with past station practice; and (vi) undertake to
collect its accounts receivable in accordance with Seller's normal and customary
collection practices.

             (b) Seller shall: (i) subject to Section 14.3, maintain the Assets
in their present condition (reasonable wear and tear in normal use excepted);
and (ii) maintain all inventories of supplies, tubes, and spare parts at levels
consistent with the Station's prior practices.

             (c) Seller shall maintain its books and records in the usual and
ordinary manner, on a basis consistent with prior periods.

             (d) Seller shall comply in all material respects with all laws,
rules, ordinances and regulations applicable to it, to the Assets and to the
business and operation of the Station.

             (e) Seller shall perform in all material respects all Contracts
without default and shall pay all of Seller's trade accounts payable in a timely
manner; provided, however, that Seller may dispute, in good faith, any alleged
obligation of Seller.

             (f) Seller shall not, without the express written consent of Buyer
which shall not be unreasonably withheld, and which shall be deemed given in the
event Buyer has not responded to a written request therefor within ten (10)
days: (i) sell or agree to sell or otherwise dispose of any of the Assets (A)
other than in the ordinary course of business, and (B) unless such Assets are
replaced prior to Closing by assets of equal or greater worth, quality and
utility; (ii) acquiesce in any infringement, unauthorized use or impairment of
the Intangible Property or change the Station's call sign; (iii) enter into any
employment contract on behalf of the Station unless the same is terminable at
will and without penalty; or (iv) enter into any other contract, lease or
agreement that will be binding on Buyer after Closing.

        9.14  Adverse Developments.  Seller shall promptly notify Buyer of any
unusual or materially adverse developments that occur prior to Closing with
respect to the Assets or the operation of the Station; provided, however, that
Seller's compliance with the disclosure requirements of this Section 9.14 shall
not relieve Seller of any obligation with respect to any representation,
warranty or covenant of Seller in this Agreement or waive any condition to
Buyer's obligations under this Agreement.

        9.15  Administrative Violations.  If Seller receives any finding, order,
complaint, citation or notice prior to the Closing Date which states that any
aspect of the Station's operations violates any rule or regulation of the
Commission or of any other governmental authority (an "Administrative
Violation"), including without limitation any rule or regulation concerning
environmental protection, the employment of labor, or equal employment
opportunity, Seller shall promptly notify Buyer of the Administrative Violation,
remove or correct the Administrative Violation, and be responsible for the
payment of all costs associated therewith, including any fines or back pay that
may be assessed.

                                       20
<PAGE>
 
        9.16 Bulk Sales Act. Seller agrees to indemnify, defend, and hold Buyer
harmless against any claims, liabilities, costs, or expenses, including
reasonable attorneys' fees, that Buyer may incur as a result of the failure to
comply with the bulk sales provisions of the Uniform Commercial Code or similar
laws.

        9.17  Control of Station.  This Agreement shall not be consummated until
after the Commission has given its written consent thereto, and notwithstanding
anything herein to the contrary, between the date of this Agreement and the
Closing Date, Buyer shall not directly or indirectly control, supervise or
direct, or attempt to control, supervise or direct the operation of the Station.
Such operations shall be the sole responsibility of Seller.

        9.18  Adverse Developments.  Buyer shall notify Seller in writing of any
litigation, arbitration or administrative proceeding pending, or to Buyer's
knowledge, threatened against Buyer that could have a material adverse effect on
the Transaction contemplated hereby.

        9.19 No Inconsistent Action. Buyer shall not take any other action which
is materially inconsistent with its obligations under this Agreement.


                                  ARTICLE 10

                             CONDITIONS PRECEDENT

        10.1  Mutual Conditions.  The obligation of both Seller and Buyer to
consummate this Agreement is subject to the satisfaction of each of the
following conditions:

             10.1.1 Governmental Consents. The Commission shall have granted its
consent to the Assignment Application (the "FCC Consent"). Any applicable
waiting period under the HSR Act shall have expired or been earlier terminated
without receipt of any objection or the commencement or threat of any litigation
by any governmental authority of competent jurisdiction to restrain the
consummation of the Transaction.

             10.1.2 Absence of Litigation. As of the Closing Date, no action,
claim, suit or proceeding seeking to enjoin, restrain, or prohibit the
consummation of the Transaction shall be pending before any court, the
Commission, or any other governmental authority; provided, however, that this
condition may not be invoked by a party if any such action, suit, or proceeding
was solicited or encouraged by, or instituted as a result of any act or omission
of, such party.

        10.2 Conditions to Buyer's Obligation. In addition to satisfaction of
the mutual conditions contained in Section 10.1, the obligation of Buyer to
consummate this Agreement is subject to the satisfaction of each of the
following conditions, any of which may be waived by Buyer in its sole
discretion:

                                       21
<PAGE>
 
             10.2.1 Representations and Warranties. The representations and
warranties of Seller to Buyer shall be true, complete, and correct in all
material respects as of the Closing Date with the same force and effect as if
then made.

             10.2.2 Compliance with Conditions. All of the terms, conditions and
covenants to be complied with or performed by Seller on or before the Closing
Date shall have been timely complied with and performed in all material
respects.

             10.2.3 No Material Adverse Development. No material adverse
development shall have occurred with respect to the Station that results in a
significant impairment to the ability of the Station to operate as it is
currently operated or represents a substantial impairment of the aggregate value
of the Station or Assets being conveyed. Notwithstanding anything to the
contrary in the foregoing, any decrease in the Station's audience rating shall
not by itself be deemed a material adverse development.

             10.2.4 Title Commitment and Surveys. Buyer shall have timely
received the Title Commitment and Surveys, which shall reveal nothing
inconsistent with Seller's representations and warranties hereunder.

             10.2.5 Validity of Station Licenses. On the Closing Date, Seller
shall be the owner and holder of the Station Licenses to the extent that such
authorizations can be owned or held by Seller under the Communications Act of
1934, as amended; the Station Licenses shall be in unconditional full force and
effect, valid for the balance of the current license term expiring at 3:00 a.m.,
E.S.T., February 1, 2003, and the Station Licenses shall be unimpaired by any
acts or omissions of Seller or Seller's employees, agents, officers, directors
or shareholders.

             10.2.6 Closing Documents.  Seller shall deliver to Buyer all of the
closing documents specified in Section 11.2.1, all of which documents shall be
dated as of the Closing Date, duly executed, and in a form customary in the
state where the Assets are located and reasonably acceptable to Buyer.

             10.2.7 Third Party Consents. Seller shall have obtained all
consents to the assignment of the Contracts, identified as "required" on
Schedule 1.3 (a "Required Consent") such that Buyer will enjoy all of the rights
and privileges of Seller under the Contracts subject only to the same
obligations as are binding on Seller thereunder, pursuant to the present terms
thereof. In the event Seller fails to obtain any consent necessary to validly
assign a Contract (other than a "Required Consent"), such Contract shall not be
assigned to Buyer at Closing; provided, however, that Buyer may elect to require
that Seller provide Buyer the benefits under such Contract until such necessary
consent is obtained and such Contract is then assigned to Buyer; provided
further, that Buyer shall reimburse Seller for amounts paid by Seller pursuant
to the terms of such Contracts to the extent Buyer receives benefits thereunder.

             10.2.8 Estoppel Certificates. Seller shall have obtained such fee
owner's consents and mortgagee's estoppel and non-disturbance agreements with
respect to the Lease

                                       22
<PAGE>
 
Agreements for the leased premises as are reasonably requested by Buyer not less
than thirty (30) days prior to the Closing Date.

             10.2.9 Settlement of Claims. Seller shall have settled any and all
claims against Seller that affect or concern the Assets.

             10.2.10 Finality. The FCC Consent shall have become a Final Order
(as defined below). Final Order means an order or action of the Commission that,
by reason of expiration of time or exhaustion of remedies, is no longer subject
to administrative or judicial reconsideration or review.

             10.2.11 Cashflow. The Closing BCF shall be greater than or equal to
the 1995 BCF.

             10.2.12 Renewal. The FCC's grant of the Station's application for
renewal license (File No. BRH-950928B4) shall have become a Final Order (as
defined herein).

        10.3 Conditions to Seller's Obligation.  In addition to satisfaction of
the mutual conditions contained in Section 10.1, the obligation of Seller to
consummate this Agreement is subject to satisfaction of each of the following
conditions, any of which Seller may be waived by Seller in its sole discretion:

             10.3.1 Representations and Warranties. The representations and
warranties of Buyer to Seller shall be true, complete and correct in all
material respects as of the Closing Date with the same force and effect as if
then made.

             10.3.2 Compliance with Conditions. All of the terms, conditions and
covenants to be complied with or performed by Buyer on or before the Closing
Date shall have been timely complied with and performed in all material
respects.

             10.3.3 Payment. Buyer shall pay Seller the Purchase Price as
provided in Section 3.

             10.3.4 Closing Documents. Buyer shall deliver to Seller all the
closing documents specified in Section 11.2.2, all of which documents shall be
dated as of the Closing Date, duly executed, and in a form customary in
transactions of this type and reasonably satisfactory to Seller.

                                   ARTICLE 11

                                    CLOSING

     11.1  Closing Date.  The Closing hereunder shall occur on a date mutually
agreeable to Buyer and Seller (the "Closing Date") no later than ten (10) days
after the latter of (i) the date of the Commission's action granting its consent
to the Assignment Application has become a Final 

                                       23
<PAGE>
 
Order or, at the election of the Buyer, the date of the Commission's action
granting its consent and (ii) the date on which the applicable waiting period
under the HSR Act has expired or been earlier terminated without receipt of any
objection or the commencement or threat of any litigation by any governmental
authority of competent jurisdiction to restrain the consummation of the
Transaction. The Closing shall take place at the offices of Buyer's counsel in
Washington, D.C., commencing at 10:00 a.m. on the Closing Date. If, as of the
Closing Date, any condition precedent described in Section 10 has not been
satisfied, the party who is entitled to require such condition be satisfied may
(in its sole discretion) notify the other party of the absence of such condition
precedent at or before the Closing and simultaneously therewith postpone the
Closing until a date ten (10) days after all such conditions have been (or are
able to be) performed, and such postponed date shall constitute the new Closing
Date for all purposes hereunder. Each of the parties shall use its reasonable
best efforts to obtain any FCC authority necessary to schedule the Closing Date
as contemplated in this Section.

        11.2 Performance at Closing.  The following documents shall be executed
and delivered at Closing:

             11.2.1 By Seller.  Seller shall deliver to Buyer:

             (a) A certificate executed by Seller attesting to Seller's
compliance with the matters set forth in Sections 10.2.1, 10.2.2, 10.2.3 and
10.2.11 together with certified copies of (1) the Certificate of Incorporation
of Seller and (ii) appropriate evidence of Seller's authorization to enter into
and consummate this Agreement.

             (b) One or more assignments transferring to Buyer all of the
interests of Seller in and to the Station Licenses, the Station Applications,
and all other licenses, permits, and authorizations issued by any other
governmental authorities that are used in or necessary for the lawful operation
of the Station.

             (c) One or more bills of sale conveying to Buyer the Station
Equipment.

             (d) One or more assignments, together with all required consents,
assigning to Buyer all of the Contracts, the Station Records and the Intangible
Property.

             (e) One or more assignments, warranty deeds or other appropriate
instruments conveying to Buyer all rights of Seller in the Real Property and all
consents to such assignments necessary for the legally enforceable assignment of
such interests.

             (f)  The Covenant.

             (g) Opinions of Seller's Counsel and/or Special Counsel
substantially in the form of Exhibit B, subject to customary qualifications.

             (h) The affidavit described in Section 6.16 above.

                                       24
<PAGE>
 
             11.2.2 By Buyer.  Buyer shall deliver to Seller:

             (a) A certificate executed by Buyer attesting to Buyer's compliance
with the matters set forth in Sections 10.3.1 and 10.3.2, together with
certified copies of (1) the Certificate of Incorporation of Buyer and (2)
appropriate evidence of Buyer's authorization to enter into and consummate this
Agreement.

             (b)  The Purchase Price.

             (c) Such assumption agreements and other instruments and documents
as are required to make, confirm, and evidence Buyer's assumption of and
obligation to pay, perform, or discharge Seller's obligations under the
Contracts to the extent the same are to be assumed by Buyer pursuant to the
terms of this Agreement.

             (d) An opinion of Buyer's Counsel relating to the matters described
in and substantially in the form of Exhibit C, subject to customary
qualifications.

             11.2.3 Other Documents and Acts. The parties will also execute such
other documents and perform such other acts, before and after the Closing Date,
as may be necessary for the complete implementation and consummation of this
Agreement.

                                   ARTICLE 12

                            POST-CLOSING OBLIGATIONS

        The parties covenant and agree as follows with respect to the period
subsequent to the Closing Date:

        12.1  Indemnification.

             12.1.1 Buyer's Right to Indemnification. Seller undertakes and
agrees to indemnify, defend by counsel reasonably acceptable to Buyer, and hold
harmless Buyer, its parent, affiliates, successors and assigns and their
respective directors, officers, employees, shareholders, representatives and
agents (hereinafter referred to collectively as "Buyer Indemnitees") from and
against and in respect of any and all losses, costs, liabilities, claims,
obligations, diminution in value and expenses, including reasonable attorneys'
fees, incurred or suffered by a Buyer Indemnitee arising from (i) the claims of
third parties with respect to operation of the Station or ownership of the
Assets prior to Closing not expressly assumed by Buyer pursuant to this
Agreement or otherwise consented to by Buyer in writing; (ii) a breach,
misrepresentation, or other violation of any of Seller's covenants, warranties
or representations contained in this Agreement; (iii) all liabilities of Seller
or the Station not expressly assumed by Buyer pursuant to this Agreement or
otherwise consented to by Buyer in writing; (iv) all liens, charges, or
encumbrances on any of the Assets which are not expressly permitted by this
Agreement or otherwise consented to by Buyer in writing; (v) all

                                       25
<PAGE>
 
Administrative Violations and alleged Administrative Violations occurring prior
to Closing; and (vi) any breach or default by Seller under any Contract prior to
Closing. The foregoing indemnity is intended by Seller to cover all acts, suits,
proceedings, claims, demands, assessments, adjustments, diminution in value,
costs, and expenses with respect to any and all of the specific matters in this
indemnity set forth.

             12.1.2 Seller's Right to Indemnification. Buyer undertakes and
agrees to indemnify, defend by counsel reasonably acceptable to Seller, and hold
harmless Seller, its subsidiaries, affiliates, successors and assigns and their
respective directors, officers, employees, shareholders, representatives and
agents (hereinafter referred to collectively as "Seller Indemnitees") from and
against and in respect of any and all losses, costs, liabilities, claims,
obligations, diminution in value and expenses, including reasonable attorneys'
fees, incurred or suffered by a Seller Indemnitee arising from (i) the operation
of the Station or ownership of the Assets after Closing; (ii) a breach,
misrepresentation, or other violation of any of Buyer's covenants, warranties
and representations contained in this Agreement; (iii) all liabilities under the
Contracts to the extent specifically assumed by Buyer pursuant to this
Agreement; and (iv) any breach or default by Buyer under any Contract after
Closing. The foregoing indemnity is intended by Buyer to cover all acts, suits,
proceedings, claims, demands, assessments, adjustments, costs, and expenses with
respect to any and all of the specific matters in this indemnity set forth.

             12.1.3 Conduct of Proceedings. If any claim or proceeding covered
by the foregoing agreements to indemnify and hold harmless shall arise, the
party who seeks indemnification (the "Indemnified Party") shall give written
notice thereof to the other party (the "Indemnitor") promptly after the
Indemnified Party learns of the existence of such claim or proceeding; provided,
however, that the Indemnified Party's failure to give the Indemnitor prompt
notice shall not bar the Indemnified Party's right to indemnification unless
such failure has materially prejudiced the Indemnitor's ability to defend the
claim or proceeding. The Indemnitor shall have the right to employ counsel
reasonably acceptable to the Indemnified Party to defend against any such claim
or proceeding, or to compromise, settle or otherwise dispose of the same, if the
Indemnitor deems it advisable to do so, all at the expense of the Indemnitor;
provided that the Indemnitor shall not have the right to control the defense of
any such claim or proceeding unless it has acknowledged in writing its
obligation to indemnify the Indemnified Party fully from all liabilities
incurred as a result of such claim or proceeding and then and periodically
thereafter provides the Indemnified Party with reasonably sufficient evidence of
the ability of the Indemnitor to satisfy any such liabilities. The parties will
fully cooperate in any such action, and shall make available to each other any
books or records useful for the defense of any such claim or proceeding. If the
Indemnitor fails to acknowledge in writing its obligation to defend against or
settle such claim or proceeding within twenty (20) days after receiving notice
thereof from the Indemnified Party (or such shorter time specified in the notice
as the circumstances of the matter may dictate), the Indemnified Party shall be
free to dispose of the matter, at the expense of the Indemnitor, in any way in
which the Indemnified Party deems to be in its best interest.

             12.1.4 Indemnification Not Sole Remedy. The right to
indemnification hereunder shall not be the exclusive remedy of any party in
connection with any breach by another party of its representations, warranties,
or covenants, nor shall such indemnification be deemed

                                       26
<PAGE>
 
to prejudice or operate as a waiver of any remedy to which any party may
otherwise be entitled as a result of any such breach.

             12.1.5 Right of Offset. Each of Buyer and Seller shall have the
right to offset against amounts owing to the other any amounts owing to such
party pursuant to this Section 12.

             12.1.6 Limits on and Conditions of Indemnification; Threshold and
Cap. Notwithstanding any other provision hereof, no Indemnified Party shall be
entitled to make a claim against an Indemnitor in respect of any breach of this
Agreement except to the extent that the aggregate amount of such Damages exceeds
the amount of Ten Thousand Dollars ($10,000) (the "Threshold Amount"); provided,
however, that once such aggregate has been exceeded, such Indemnitor shall only
be liable for the amount that such Damages exceed the Threshold Amount.
Notwithstanding any other provision of the Agreement, neither the indemnity
obligation of Seller nor the indemnity obligation of Buyer will exceed Six
Million Five Hundred Thousand Dollars ($6,500,000).

             12.1.7 Post-Closing Access.  Buyer, for a period of five (5) years
following the Closing Date, shall make available during normal business hours,
for audit and inspection by Seller and its representatives, for any reasonable
purpose and upon reasonable notice, all records, files, documents and
correspondence transferred to it hereunder with respect to taxes, regulations
and litigations. Buyer shall at no time dispose of or destroy any such records,
files, documents and correspondence without first giving (30) days prior notice
to Seller to permit Seller, at its expense, to examine, duplicate or take
possession of and title to such records, files, documents and correspondence.
All personnel records shall be maintained as confidential if required by any
applicable or federal law.


                                   ARTICLE 13

                              DEFAULT AND REMEDIES

        13.1  Termination by Seller Upon Buyer's Default.  This Agreement may be
terminated by Seller and the purchase and sale of the Station abandoned, if
Seller is not then in material default, upon written notice to Buyer, upon the
occurrence of any of the following:

             (a) Conditions. If on the date that would otherwise be the Closing
Date (subject to the right of Buyer to cure provided in Section 13.3 hereof) any
of the conditions precedent to the obligations of Seller set forth in this
Agreement have not been satisfied in all material respects or waived in writing
by Seller.

             (b)  Judgments.  If there shall be in effect on the date that would
otherwise be the Closing Date any judgment, decree or order that would prevent
or make unlawful the Closing.

                                       27
<PAGE>
 
             (c) Upset Date. If the Closing shall not have occurred within nine
(9) months after the after the Assignment Application has been filed with the
FCC.

         13.2 Termination by Buyer Upon Seller's Default. This Agreement may be
terminated by Buyer and the purchase and sale of the Station abandoned, if Buyer
is not then in material default, upon written notice to Seller, upon the
occurrence of any of the following:

             (a) Conditions. If on the date that would otherwise be the Closing
Date (subject to the right of Seller to cure provided in Section 13.3 hereof)
any of the conditions precedent to the obligations of Buyer set forth in this
Agreement have not been satisfied in all material respects or waived in writing
by Buyer.

             (b)  Judgments.  If there shall be in effect on the date that would
otherwise be the Closing Date any judgment, decree or order that would prevent
or make unlawful the Closing.

             (c) Upset Date. If the Closing shall not have occurred within nine
(9) months after the Assignment Application has been filed with the FCC.


        13.3 Breach and Opportunity to Cure. If either party believes the other
to be in default hereunder, the non-defaulting party shall provide the
defaulting party with notice specifying in reasonable detail the nature of such
default. If such default has not been cured by the earlier of: (i) the Closing
Date, or (ii) within thirty (30) days after delivery of such notice, then the
party giving such notice may (x) terminate this Agreement, (y) extend the
Closing Date under Section 11.1 (but no such extension shall constitute a waiver
of such non-defaulting party's right to terminate as a result of such default),
and/or (z) exercise the remedies available to such party pursuant to Section
13.5 or 13.6, subject to the right of the other party to contest such action
through appropriate proceedings.

        13.4  Escrow Deposit.  Simultaneously with the execution and delivery of
this Agreement, Buyer has deposited with the escrow account of Media Venture
Partners (the "Escrow Agent") $3,000,000 in the form of cash or a letter of
credit in accordance with an escrow agreement among Buyer, Seller and the Escrow
Agent (the "Escrow Agreement") attached hereto as Exhibit D.  All funds
deposited with the Escrow Agent shall be held and disbursed in accordance with
the terms of the Escrow Agreement and the following provisions:

             (a) Upon Closing, Buyer and Seller shall jointly instruct the
Escrow Agent to disburse all amounts held by the Escrow Agent pursuant to the
Escrow Agreement, including any interest or other proceeds from the investment
of funds held by the Escrow Agent, to Buyer.

             (b) If this Agreement is terminated pursuant to Section 13.2 or
Article 14 and Section 13.4(c) does not apply and Buyer is not in material
breach of this Agreement, Buyer and Seller shall jointly instruct the Escrow
Agent to disburse all amounts held by the Escrow Agent pursuant to the Escrow
Agreement, including any interest or other proceeds from the investment of funds
held by the Escrow Agent, to Buyer.

                                       28
<PAGE>
 
             (c) If this Agreement is terminated pursuant to Section 13.1 or
otherwise on account of a breach by Buyer, and Seller is not in material breach
of this Agreement, then Buyer and Seller shall jointly instruct the Escrow Agent
to disburse all amounts held by the Escrow Agent pursuant to the Escrow
Agreement to Seller, excluding any interest or other proceeds from the
investment of funds held by the Escrow Agent, which the parties shall instruct
be released to Buyer.

        13.5  Seller's Remedies.  If this Agreement is terminated by Seller and
Section 13.4(c) applies, then the payment to Seller pursuant to Section 13.4(c)
shall be liquidated damages and shall constitute full payment and the exclusive
remedy for any damages suffered by Seller.  Seller and Buyer agree in advance
that actual damages would be difficult to ascertain and that the amount of the
payment to be made to Seller pursuant to Section 13.4(c) is a fair and equitable
amount to reimburse Seller for damages sustained due to Buyer's breach of this
Agreement.

        13.6 Buyer's Remedies. The parties recognize that if, prior to Closing,
Seller breaches this Agreement and refuses to perform under the provisions of
this Agreement, monetary damages alone would not be adequate to compensate Buyer
for its injury. Buyer shall therefore be entitled, in addition to any other
remedies that may be available (including but not limited to the provisions of
Article 12 (relating to Indemnification)), to obtain specific performance of the
terms of this Agreement prior to Closing. If any action is brought by Buyer to
enforce this Agreement prior to Closing, Seller shall waive the defense that
there is an adequate remedy at law. Following the Closing, Buyer shall be
entitled, in addition to any other remedies that may be available, to seek
specific performance of the terms of this Agreement if such remedy is available
at equity. In the event Buyer elects to terminate this Agreement as a result of
Seller's default instead of seeking specific performance, Buyer shall be
entitled to recover Buyer's damages.


                                   ARTICLE 14

                                  TERMINATION

        14.1 Absence of Commission Consent. This Agreement may be terminated at
the option of either party upon notice to the other if a Final Order approving
the Assignment Applications has not been obtained within nine (9) months after
the date of this Agreement; provided, however, that neither party may terminate
this Agreement if such party is in default hereunder, or if a delay in any
decision or determination by the Commission respecting the Assignment
Applications has been caused or materially contributed to by such party's action
or inaction with respect to the Assignment Applications. In the event of
termination pursuant to this Section, the parties shall be released and
discharged from any further obligation hereunder unless the failure to obtain
such Final Order is attributable to Buyer, as provided in this Section, and
Seller is not in default and has otherwise complied with its obligations under
this Agreement, in which case Seller shall be entitled to the Liquidated Damages
as provided in Section 13.2.

        14.2 Designation for Hearing. The time for Commission approval provided
in Section 14.1 notwithstanding, either party may terminate this Agreement upon
notice to the other, if, for any reason, the Assignment Applications is
designated for hearing by the Commission,

                                       29
<PAGE>
 
provided, however, that notice of termination must be given with twenty (20)
days after release of the hearing designation order and that the party giving
such notice is not in default and has otherwise complied with its obligations
under this Agreement. Upon termination pursuant to this Section 14.2, the
parties shall be released and discharged from any further obligation hereunder.

        14.3  Damage.

             14.3.1 Risk of Loss. The risk of loss or damage to the Assets shall
be upon Seller at all times prior to the Closing. In the event of loss or
damage, Seller shall promptly notify Buyer thereof and shall repair, replace and
restore the lost or damaged property to its former condition as soon as
possible. If such repair, replacement and restoration has not been completed
prior to the Closing Date, Buyer may, at its option:

             (a) elect to terminate this Agreement, but only if the failure to
repair, replace and restore the lost or damaged property continues for a period
in excess of sixty (60) days from the Closing Date without consideration of this
Section 14.5;

             (b) elect to consummate the Transaction on the Closing Date in
which event Seller shall pay to Buyer the amount necessary to restore the lost
or damaged property to its former condition and against such obligation shall
assign to Buyer all of Seller's rights under any applicable insurance policies;
or

             (c) elect to postpone the Closing Date, with prior consent of the
Commission if necessary, which consent both parties will use their reasonable
best efforts to obtain, until a date within fifteen (15) business days after
Seller gives written notice to Buyer of completion of the repair, replacement
and restoration of such lost or damaged property.  If, after the expiration of
that extension period, the lost or damaged property has not been adequately
repaired, replaced or a restored, Buyer may terminate this Agreement, and the
parties shall be released and discharged from any further obligation hereunder.

             14.3.2 Failure of Broadcast Transmission. Seller shall give prompt
written notice to Buyer if either of the following (a "Specified Event") shall
occur: (i) the regular broadcast transmissions of the Station in the normal and
usual manner is interrupted or discontinued; or (ii) the Station is operated at
less than its licensed antenna height above average terrain or at less than
ninety percent (90%) of its licensed effective radiated power. If any Specified
Event persists for more than seventy-two (72) hours (or, in the event of force
majeure or utility failure affecting generally the market served by the Station,
one hundred twenty (120) hours), whether or not consecutive, during any period
of thirty (30) consecutive days, then Buyer may, at its option: (i) terminate
this Agreement by written notice given to Seller not more than ten (10) days
after the expiration of such thirty (30) day period, or (ii) proceed in the
manner set forth in Section 14.3.1. In the event of termination of this
Agreement by Buyer pursuant to this Section, the parties shall be released and
discharged from any further obligation hereunder.

             14.3.3 Resolution of Disagreements. If the parties are unable to
agree upon the extent of any loss or damage, the cost to repair, replace or
restore any lost or damaged property,

                                       30
<PAGE>
 
the adequacy of any repair, replacement, or restoration of any lost or damaged
property, or any other matter arising under this Section 14.5, the disagreement
shall be referred to a qualified consulting communications engineer mutually
acceptable to Seller and Buyer who is a member of the Association of Federal
Communications Consulting Engineers, whose decision shall be final, binding upon
and non-appealable by the parties, and whose fees and expenses shall be paid 
one-half by Seller and one-half by Buyer.

        14.4 Legal Actions. If, prior to the Closing Date, any action, suit, or
proceeding shall have been instituted by or before any court or other
governmental authority (other than the Commission) to enjoin, restrain, or
prohibit the consummation of the Transaction, the Closing may be adjourned at
the option of either party, with prior consent of the Commission if necessary,
which consent both parties will use their reasonable best efforts to obtain, for
a period of up to ninety (90) days, and if, at the end of such period, the
action, suit, or proceeding shall not have been favorably resolved, either party
may, by written notice to the other, terminate this Agreement; provided,
however, that if such action, suit, or proceeding shall have been solicited or
encouraged by, or instituted as a result of any act or omission of, Seller or
Buyer, then such party shall not have any right of adjournment or termination
pursuant to this Section. In the event of termination pursuant to this Section,
the parties shall be released and discharged from any further obligation
hereunder.

                                   ARTICLE 15

                               GENERAL PROVISIONS

        15.1 Brokerage. Seller represents to Buyer that except for its agreement
with Media Venture Partners, neither it nor any person or entity acting on its
behalf has agreed to pay a commission, finder's fee or similar payment in
connection with this Agreement or any matter related hereto to any person or
entity, nor has it or any person or entity acting on its behalf taken any action
on which a claim for such payment could be based. Any commission, fee or payment
due Media Venture Partners in connection with the Transaction shall be paid in
full by Seller on or prior to the Closing. Seller further agrees to indemnify
and hold Buyer harmless from and against any and all claims, losses, liabilities
and expenses (including reasonable attorneys' fees) arising out of a claim by
any person or entity based on any such arrangement or agreement made or alleged
to have been made by Seller.

        15.2 Expenses. Except as otherwise provided herein, all expenses
involved in the preparation and consummation of this Agreement shall be borne by
the party incurring the same whether or not the Transaction is consummated. All
Commission filing fees for the Assignment Applications shall be shared equally
by Buyer and Seller. All filing fees required to be paid under the HSR Act shall
be shared equally by Buyer and Seller. All recording costs for instruments of
transfer, and all stamp, sales, use and transfer taxes shall be paid by Seller.
The first $50,000 of fees of the BCF Accountant shall be paid by Seller and any
fees in excess of such amount shall be paid by Buyer.

                                       31
<PAGE>
 
        15.3  Notices.  All notices, requests, demands, and other communications
pertaining to this Agreement shall be in writing and shall be deemed duly given
when delivered personally (which shall include delivery by Federal Express or
other nationally recognized, reputable overnight courier service that issues a
receipt or other confirmation of delivery) to the party for whom such
communication is intended, or three (3) business days after the date mailed by
certified or registered U.S. mail, return receipt requested, postage prepaid,
addressed as follows:

             (a)  If to Seller:

                  Rex B. Rivers
                  WEDR, Inc.
                  Executive Offices
                  Box 626
                  Stuart, FL  34995
 
                  with a copy (which shall not constitute notice) to:

                  Gary S. Smithwick, Esq.
                  Smithwick & Belendiuk, P.C.
                  1990 M Street, N.W.
                  Suite 510
                  Washington, D.C.  20036


             (b)  If to Buyer:

                  Evergreen Media Corporation of Los Angeles
                  c/o Evergreen Media Corporation
                  433 E. Las Colinas Boulevard, Suite 1130
                  Irving, Texas  75039
                  Attn: Scott K. Ginsburg, President

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

                  Eric L. Bernthal, Esq.
                  Kevin C. Boyle, Esq.
                  Latham & Watkins
                  1001 Pennsylvania Avenue, N.W.
                  Suite 1300
                  Washington, D.C. 20004

Any party may change its address for notices by notice to the others given
pursuant to this Section.

        15.4 Attorneys' Fees. If any party initiates any litigation against any
other party involving this Agreement, the prevailing party in such action shall
be entitled to receive

                                       32
<PAGE>
 
reimbursement from the other party for all reasonable attorneys' fees and other
costs and expenses incurred by the prevailing party in respect of that
litigation, including any appeal, and such reimbursement may be included in the
judgment or final order issued in that proceeding.

        15.5 Survival of Representations, Warranties and Indemnification Rights.
The several representations and warranties of the parties contained herein, and
the parties respective indemnification rights pursuant to Section 12, shall
survive the Closing for a period of two (2) years, at which time the same shall
expire (except for claims asserted during such two (2) year period); provided,
however, that representations and warranties with respect to title and
authorization matters shall survive in perpetuity.

        15.6 Exclusive Dealings. For so long as this Agreement remains in
effect, neither Seller, its officers, directors, employees, nor any person
acting on Seller's behalf, shall, directly or indirectly, solicit or initiate
any offer from, or conduct any negotiations with, any person other than Buyer or
Buyer's assignee(s) concerning the acquisition of the Station.

        15.7  Waiver.  Unless otherwise specifically agreed in writing to the
contrary:  (i) the failure of any party at any time to require performance by
any other of any provision of this Agreement shall not affect such party's right
thereafter to enforce the same; (ii) no waiver by any party of any default by
any other shall be valid unless in writing and acknowledged by an authorized
representative of the non-defaulting party, and no such waiver shall be taken or
held to be a waiver by such party of any other preceding or subsequent default;
and (iii) no extension of time granted by any party for the performance of any
obligation or act by any other party shall be deemed to be an extension of time
for the performance of any other obligation or act hereunder.

        15.8 Assignment. No party may assign its rights or obligations hereunder
without the prior written consent of the other parties except: (i) Buyer may
assign its rights and obligations to a corporation, partnership or other
business entity that controls, is controlled by, or is under common control with
Buyer, and (ii) Buyer may make a collateral assignment of its rights under this
Agreement to any lender who provides funds to Buyer for the acquisition or
operation of the Station. Seller agrees to execute acknowledgements of such
assignment(s) and collateral assignment(s) in such forms as Buyer or Buyer's
lender(s) may from time to time request. Subject to the foregoing, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective successors and assignees.

        15.9  Entire Agreement.  This Agreement and the Exhibits and Schedules
hereto (which are incorporated by reference herein) constitute the entire
agreement between the parties with respect to the subject matter hereof and
referenced herein, supersede and terminate any prior agreements between the
parties (written or oral).  This Agreement may not be altered or amended except
by an instrument in writing signed by the party against whom enforcement of any
such change is sought.

        15.10  Counterparts.  This Agreement may be signed in any number of
counterparts with the same effect as if the signatures on each such counterpart
were on the same instrument.

                                       33
<PAGE>
 
        15.11  Construction.  The Section headings of this Agreement are for
convenience only and in no way modify, interpret or construe the meaning of
specific provisions of the Agreement.  As used herein, the neuter gender shall
also denote the masculine and feminine, and the masculine gender shall also
denote the neuter and feminine, where the context so permits.

        15.12  Schedules and Exhibits.  The Schedules and Exhibits to this
Agreement are a material part of this Agreement.

        15.13  Severability.  If any one or more of the provisions contained in
this Agreement should be found invalid, illegal or unenforceable in any respect,
the validity, legality, and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.  Any illegal or
unenforceable term shall be deemed to be void and of no force and effect only to
the minimum extent necessary to bring such term within the provisions of
applicable law and such term, as so modified, and the balance of this Agreement
shall then be fully enforceable.

        15.14 Choice of Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida, without regard to the
choice of law rules utilized in that jurisdiction.

        15.15  Counsel.  Each party has been represented by its own counsel in
connection with the negotiation and preparation of this Agreement and,
consequently, each party hereby waives the application of any rule of law that
would otherwise be applicable in connection with the interpretation of this
Agreement, including but not limited to any rule of law to the effect that any
provision of this Agreement shall be interpreted or construed against the party
whose counsel drafted that provision.

        15.16  Public Statements.  Prior to the Closing Date, neither Seller nor
Buyer shall, without the prior written approval of the other party, make any
press release or other public announcement concerning the transactions
contemplated by this Agreement except (i) Seller and Buyer shall issue a
mutually agreeable public announcement press release promptly after the signing
of this Agreement; and (ii) to the extent that either party shall be so
obligated by law, in which case the other party shall be so advised and the
parties shall use their best efforts to cause a mutually agreeable release or
announcement to be issued.

        15.17 Like Kind Exchange Election. Buyer desires, if possible, to effect
this transaction as an exchange for other property of like-kind and qualifying
use in a tax-deferred exchange under Section 1031 of the Code and the Treasury
Regulations thereunder and Seller agrees to cooperate in all respects to
effectuate such exchange, provided that the exchange shall be made without any
cost or liability to Seller, and the Closing shall not be delayed by reason of
the exchange.

                                       34
<PAGE>
 
        IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed by a respective duly authorized officer as of the date first written
above.


                                        SELLER:
                                        ------ 

                                        WEDR, INC.



                                        By: ________________________________
                                            Rex B. Rivers
                                            President


                                        BUYER:
                                        ----- 

                                        EVERGREEN MEDIA CORPORATION OF LOS 
                                        ANGELES



                                        By: _________________________________
                                            Scott K. Ginsburg
                                            President

                                       35
<PAGE>
 
                                   EXHIBIT A
                           NON-COMPETITION AGREEMENT

          THIS NON-COMPETITION AGREEMENT ("Agreement") is made as of this ____
day of ______________, by and among WEDR, INC., a Florida corporation, with an
address at Box 626, Stuart, Florida 34995 ("Seller"), Jerry Rushin, an
individual residing at ___________________ ("Rushin"), and EVERGREEN MEDIA
CORPORATION OF LOS ANGELES, a Delaware corporation, with an address at 433 E.
Las Colinas Boulevard, Suite 1130, Irving, Texas 75039 ("Buyer").  Seller and
Rushin are referred to herein as the "Covenantors."

                                    RECITALS

          WHEREAS, Seller is the licensee of Station WEDR-FM, 99.1 MHz, Miami,
Florida (the "Station"); and

          WHEREAS, Rushin is a key management employee of Seller with special
experience and knowledge in the operation of the Station; and

          WHEREAS, Buyer and Seller have entered into a Purchase Agreement dated
June ___, 1996 pursuant to which Seller has agreed to sell and assign and Buyer
has agreed to purchase and acquire substantially all of the property and assets
used or useful in the operation of the Station; and

          WHEREAS, on ____________________ the Federal Communications Commission
(the "Commission" or "FCC") granted its consent to the assignment of the Station
Licenses (as defined in the Purchase Agreement) from Seller to Buyer; and

          WHEREAS, Buyer and Seller intend to consummate the transaction
contemplated by the Purchase Agreement by executing such documents and
instruments and by otherwise fulfilling their respective obligations under the
Purchase Agreement on the Closing Date of even date herewith; and

          WHEREAS, the parties hereto wish to enter into a non-competition
agreement with respect to the Station and the area surrounding the Station, upon
the terms and subject to the conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises set forth herein, the parties hereto agree as follows:

          1.   Consideration.  In consideration of Covenantors' obligations
hereunder, Buyer has paid Seller on the date of this Agreement the sum of Five
Hundred Thousand Dollars ($500,000.00), which sum is part of the Total
Consideration under the Purchase Agreement.  Seller has paid a portion of such
consideration to Rushin in consideration of his agreement hereto.
<PAGE>
 
          2.  Non-competition/Non-interference.

              a. For a period of two (2) years from the date of this
Agreement (the "Non-competition Period"), the Covenantors agree that neither
they nor, in the case of Seller, Seller's Affiliates (as defined below) shall,
directly or indirectly, (i) own, manage, operate, control, join, assist, lend
money to, guarantee the obligation of, or participate in the ownership,
management, operation or control of, or be connected as consultant, stockholder,
director, officer, employee, or partner with, or participate in any manner with
the start-up or set-up of, any Competitive Business (as defined below), or (ii)
solicit or induce any employee of Buyer to terminate such employment or assist,
advise or counsel any such employee in becoming employed by any person or entity
other than Buyer.  "Competitive Business" means any FM radio station, as defined
in Part 73 of the FCC's rules and regulations, the transmitter, studio site or
city of license of which is located within, or the 1mV/m contour of which
encompasses in whole or part, the Restricted Region (as defined below) providing
programming in the same or substantially the same format as that of the Station
as of the Closing Date; provided, however, notwithstanding anything herein to
the contrary, that information delivery and other activities not using voice
signals shall not be deemed to be Competitive Business, nor shall the
Covenantors or Seller's Affiliates be deemed to be prohibited from engaging in
any of the following:  AM radio, television, cable TV, cable TV programming,
data transfer and transmission using radio or other frequencies and their
subcarriers, cellular radio, paging and distribution of signals by satellites.
"Restricted Region" means the area encompassing a seventy (70) mile radius of
the Station's current FM transmitter site.  An "Affiliate" means any other
person or entity that controls or is controlled by the Seller.  Notwithstanding
anything herein to the contrary, the restrictions of this Non-competition
Agreement shall not (x) preclude Seller or Rushin from owning up to five (5%) of
any publicly-held company; or (y) prevent Seller's or its Affiliates' or
Rushin's acquisition of or entering into a joint venture or other similar
arrangement with a business less than ten percent (10%) of the revenues of which
derive from a Competitive Business; provided, however, that they agree to divest
or cause the divestment of such Competitive Business within one (1) year of the
date of the acquisition or entry into such joint venture or other similar
arrangement.  Notwithstanding anything herein to the contrary, this Agreement
shall not preclude Rushin from (i) making voice-overs or otherwise preparing
and/or recording radio commercials provided that such services are not provided
to or for the benefit of any similarly-formatted radio station in the Miami-Ft.
Lauderdale market or (ii) advising third parties regarding employment
opportunities in radio, so long as such parties are not employees of the
Station, and such services are not to or for the benefit of any similarly-
formatted radio station in the Miami-Ft. Lauderdale market.

              b. Covenantors acknowledge and agree that the provisions of
this Section 2 have been specifically negotiated and carefully tailored with a
view to preventing the serious and irreparable injury that Buyer will suffer in
the event of competition by Covenantors with Buyer in the Restricted Region
during the Non-competition Period.  Buyer is providing the benefits set forth in
this Agreement in reliance on Covenantors' representation that the restrictions
on them set forth in this Section 2 will not impose an undue hardship on
Covenantors because of the availability of other opportunities with respect to
the operation of FM radio stations.  Covenantors further acknowledge that their
breach of this Section 2 will cause irreparable injury and damage to Buyer, the
exact amount of which will be difficult to ascertain, and that the remedies at
law for any such breach would be inadequate. Accordingly, if either Covenantor
breaches this Section 2, then Buyer

                                       2
<PAGE>
 
shall be entitled to injunctive relief without posting bond or other security.
If either Covenantor violates this Section 2 and Buyer brings legal action for
injunctive or other relief, Buyer shall not, as a result of the time involved in
obtaining such relief, be deprived of the benefit of the full period of non-
competition set forth in this Section 2. Accordingly, the covenant set forth in
this Section 2 shall be deemed to have the duration set forth herein, computed
from the date such relief is granted but reduced by the time expired between the
date the Non-competition Period began to run and the date of the first violation
of Section 2 by either Covenantor.

              c. In the event that, despite the express agreement of Buyer
and Covenantors, any provision of this Section 2 shall be determined by any
court or other tribunal of competent jurisdiction to be unenforceable for any
reason whatsoever, the parties agree that this Section 2 shall be interpreted to
extend only over the maximum period of time for which it may be enforceable,
and/or over the maximum geographical areas as to which it may be enforceable,
and/or to the maximum extent in any and all other respects as to which it may be
enforceable, all as determined by such court or tribunal.

          3.   Non-Assignment.  The duties of each party hereunder shall not be
assignable; provided, however, that Buyer may assign its rights under this
Agreement to, and this Agreement shall thereafter be binding upon and inure to
the benefit of, any subsequent licensee of the Station and such assignee shall
thereupon be deemed substituted for Buyer upon the terms and subject to the
conditions hereof.

          4.   Notices.  All notices, requests, demands, and other
communications pertaining to this Agreement shall be in writing and shall be
deemed duly given when delivered personally (which shall include delivery by
Federal Express or other nationally recognized, reputable overnight courier
service that issues a receipt or other confirmation of delivery) to the party
for whom such communication is intended, or three (3) business days after the
date mailed by certified or registered U.S. mail, return receipt requested,
postage prepaid, addressed as follows:

               If to Buyer, to:

                    Evergreen Media Corporation of Los Angeles
                    c/o Evergreen Media Corporation
                    433 E. Las Colinas Boulevard, Suite 1130
                    Irving, Texas  75039
                    Attn: Scott K. Ginsburg, President


                                       3
<PAGE>
 
               with copy to:

                    Eric L. Bernthal, Esq.
                    Kevin C. Boyle, Esq.
                    Latham & Watkins
                    1001 Pennsylvania Avenue, N.W.
                    Suite 1300
                    Washington, D.C. 20004

               If to Seller:

                    Rex B. Rivers
                    President
                    WEDR, Inc.
                    Executive Offices
                    Box 626
                    Stuart, Florida 34995

               with copy to:

                    Gary S. Smithwick, Esq.
                    Smithwick & Belendiuk, P.C.
                    1990 M Street, N.W.
                    Suite 510
                    Washington, D.C. 20036

               If to Rushin:

                    ____________________
                    ____________________
                    ____________________


Any party may change the address to which such notices are to be addressed by
notice thereof to the other parties in the manner set forth above.

          5.   Applicable Law.  This Agreement shall be interpreted and enforced
under the laws of the State of Florida, without regard to the choice of law
rules utilized in that jurisdiction.

          6.   Entire Agreement.  This Agreement contains the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior oral and written agreements, understandings and commitments between the
parties with respect to the subject matter hereof.  No amendments to this
Agreement may be made except by a writing signed by all parties hereto.

                                       4
<PAGE>
 
          7.  No Waiver.  No failure or delay of Buyer to exercise any of its
rights or remedies hereunder for breach of any provision hereof shall constitute
a waiver of such rights or remedies or any waiver in connection with any
subsequent breach thereof.  No waiver of any provision of this Agreement shall
be effective unless in writing and signed by the party against which such waiver
is sought to be enforced.

          8.   Acknowledgment.  Covenantors hereby acknowledge that they have
had the opportunity to consult independent counsel of their choosing in
connection with the execution of this Agreement.

          9.   Counterparts.  This Agreement may be signed in multiple
counterparts, all of which together shall constitute one agreement binding on
the parties hereto, notwithstanding that all of the parties have not signed the
same counterpart.

          10.  Attorney's Fees.  If any action in law or in equity is necessary
to enforce or interpret the provisions of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees, costs, and necessary
disbursements, in addition to any other relief to which it may be entitled.

          11.  Construction.  The Section headings of this Agreement are for
convenience only and in no way modify, interpret or construe the meaning of
specific provisions of the Agreement.  As used herein, the neuter gender shall
also denote the masculine and feminine, and the masculine gender shall also
denote the neuter and feminine, where the context so permits.

                                       5
<PAGE>
 
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                 SELLER:
                                 ------ 

                                 WEDR, INC.


                                 By:
                                     ---------------------------------
                                     Rex B. Rivers
                                     President


                                 RUSHIN



                                 By:
                                     ---------------------------------
                                     Jerry Rushin


                                 BUYER:
                                 ----- 

                                 EVERGREEN MEDIA CORPORATION OF LOS ANGELES


                                 By:
                                     ___________________________________
                                     Scott K. Ginsburg
                                     President


                                       1
<PAGE>
 
                                   EXHIBIT B
                          OPINION OF SELLER'S COUNSEL


          Seller shall deliver to Buyer the written opinion of Seller's counsel
and/or special counsel, dated the Closing Date, in scope and form reasonably
satisfactory to Buyer, to the following effect:

          (1) Seller is a corporation duly organized and validly existing, under
the laws of the jurisdiction of its organization, with full power under its
partnership agreement to enter into and perform its respective obligations under
the Agreement.  Based solely on certificates from public officials, such counsel
shall confirm that Seller is qualified to do business in the State of Florida.

          (2) The Agreement and the other documents executed by Seller pursuant
thereto (the "Related Documents") have been duly executed by Seller and such
action has been duly authorized by all necessary corporate action.  The
Agreement and the Related Documents, other than the Covenant, constitute the
legal, valid, and binding obligations of Seller enforceable in accordance with
their terms except as their enforceability may be limited by bankruptcy,
insolvency, moratorium or other laws relating to or affecting creditors' rights
generally and the exercise of judicial discretion in accordance with general
equitable principles.

          (3) None of (i) the execution and delivery of the Agreement or the
Related Documents by Seller, (ii) the sale of the Station by Seller, or (iii)
compliance with the terms and conditions of the Agreement or the Related
Documents on the Closing Date will conflict with, breach the terms and
conditions of, constitute a default under, or violate Seller's Certificate of
Incorporation and Bylaws, or any judgment, decree, order, agreement, lease or
other instrument known to counsel to which Seller is a party or by which Seller
is legally bound.

          (4) To the knowledge of counsel no suit, action or proceeding is
pending or threatened that questions or may affect the validity of any action to
be taken by Seller pursuant to this Agreement or the Related Documents or that
seeks to restrain Seller from carrying out the Transaction or Seller's
obligations hereunder.

          (5) To the knowledge of counsel, following reasonable inquiry, there
is no outstanding judgment, or any suit, action or claim pending, threatened or
deemed by Seller to be probable of assertion, or any governmental proceeding or
investigation in progress (other than proceedings affecting radio broadcasters
generally) that could reasonably be expected to have an adverse effect upon the
Assets or upon the business or operation of the Station after Closing.

          (6) The Station Licenses are all the authorizations, licenses and
permits issued by the FCC with respect to the operation of the Station, such
Station Licenses are in full force and effect, and none of the Station Licenses
is the subject of a pending license renewal application;

          (7) The Commission has granted its consent to the assignment to Buyer
of the Station Licenses (the "FCC Approval") and such consent has become a Final
Order;
<PAGE>
 
          (8) Other than rulemaking proceedings concerning the radio
broadcasting industry generally, (i) there is no FCC judgment, decree or order
that has been issued against or in respect of the Station or any of the Station
Licenses that would materially impair the operation of the Station, and (ii)
there is no notice of violation, proceeding, claim, investigation or other
action by or before the FCC, or on appeal from an order of the FCC, pending or
threatened against or in respect of the Station or any of the Station Licenses
that would materially impair the operation of the Station.

          (9) Except for the FCC Approval, no consent, approval or authorization
of, or declaration, registration or filing with, the FCC is required in
connection with the execution and delivery of the Agreement or the performance
of Seller's obligations under the Agreement; and

          (10) The execution and delivery by Seller of the Agreement and the
performance of its obligations under the Agreement do not violate any provision
of the Communications Act of 1934, as amended, or the FCC Rules.

          The foregoing opinions shall be for the benefit of and may be relied
on by Buyer, Buyer's counsel, and any institutional lender who provides funds to
Buyer for the acquisition or operation of the Station.  In rendering such
opinions, Seller's counsel may rely upon such partnership records of Seller,
such certificates of public officials and officers of Seller, and such opinions
of special or associate counsel as Seller's counsel deems appropriate.

                                       2
<PAGE>
 
                                   EXHIBIT C
                           OPINION OF BUYER'S COUNSEL


          Buyer shall deliver to Seller the written opinion of Buyer's counsel,
dated the Closing Date, in scope and form reasonably satisfactory to Seller,
subject to customary qualifications, to the following effect:

          (1) Buyer is a corporation duly incorporated and validly existing,
under the laws of the jurisdiction of its incorporation, with full power under
its respective articles of incorporation and by-laws to enter into and perform
its respective obligations under the Agreement.  Based solely on certificates
from public officials, such counsel shall confirm that Buyer is qualified to do
business in the State of Florida.

          (2) The Agreement and the other documents executed by Buyer at Closing
pursuant thereto (the "Related Documents") have been duly executed by Buyer, and
such action has been duly authorized by all necessary corporate action.

          (3) None of (i) the execution and delivery of the Agreement or the
Related Documents by Buyer, (ii) the purchase of the Station by Buyer, or (iii)
compliance with the terms and conditions of the Agreement or the Related
Documents on the Closing Date will conflict with, breach the terms and
conditions of, constitute a default under, or violate Buyer's or articles of
incorporation or bylaws, respectively, or any judgment, decree, order,
agreement, lease or other instrument known to counsel to which Buyer is a party
or by which Buyer is legally bound.

          (4) To the knowledge of counsel, no suit, action or proceeding is
pending or threatened that questions or may affect the validity of any action to
be taken by Buyer pursuant to this Agreement or the Related Documents, or that
seeks to restrain Buyer from carrying out the Transaction or Buyer's obligations
hereunder.

          In rendering such opinions, Buyer's counsel may rely upon such
corporate records of Buyer, such certificates of public officials and officers
of Buyer, and such opinions of special or associate counsel as Buyer's counsel
deems appropriate.
<PAGE>
 
                                   EXHIBIT D
                                ESCROW AGREEMENT


          This Escrow Agreement ("Agreement") is entered into this ___th day of
June, 1996, by and among WEDR, Inc. ("Seller"),  Evergreen Media Corporation of
Los Angeles ("Buyer"), and Media Venture Partners, acting jointly, as escrow
agent ("Escrow Agent").

          Seller and Buyer have entered into a Purchase Agreement ("Purchase
Agreement") dated June ___, 1996 for the sale by Seller to Buyer of certain
property and assets used and useful in the operation of station WEDR-FM, Miami,
Florida (the "Station").  Pursuant to the Purchase Agreement, Buyer is required
on this date to deposit Three Million Dollars ($3,000,000) in escrow to secure
its obligations under the Purchase Agreement.  Buyer and Seller desire that
Escrow Agent hold these funds as provided in this Agreement.

          Accordingly, in consideration of the mutual covenants contained
herein, the parties, intending to be legally bound, hereby agree as follows:

          1.   Receipt of Escrow Deposit.  By its signature below, Escrow Agent
acknowledges receipt of Three Million Dollars ($3,000,000) (the "Escrow
Deposit") from Buyer.

          2.   Investment of Escrow Deposit.  The Escrow Deposit shall be
invested by Escrow Agent in interest bearing bank accounts or certificates of
deposit of federally insured financial institutions or in treasury bills or such
other investments as may be directed by the joint written instructions of Seller
and Buyer.  All interest earned on the Escrow Deposit prior to the Closing Date
(or in the event the transactions contemplated by the Purchase Agreement are not
consummated, the date that would have been the Closing Date (the "Deemed Closing
Date")) shall be the property of, and shall be paid to, Buyer.  All interest
earned on the Escrow Deposit after the Deemed Closing Date shall be the property
of, and shall be paid to Seller.

          3.   Release of Escrow Deposit.  Escrow Agent shall release the Escrow
Deposit only upon receipt of (1) joint written instructions executed by Seller
and Buyer, or (2) a final order of a court of competent jurisdiction.  An order
shall be deemed "final" when, by a lapse of time or otherwise, it is no longer
subject to administrative or judicial reconsideration or review.  Unless the
Escrow Deposit is released prior to the Closing Date (as defined in the Purchase
Agreement) pursuant to this Agreement, the Escrow Deposit shall be applied in
favor of Buyer against the Purchase Price (as defined in the Purchase Agreement)
due on the Closing Date.  Escrow Agent shall be authorized to act on any
document believed to be genuine and to be signed by the proper party or parties,
and will incur no liability in so acting.  In the event of any disagreement or
presentation of adverse claims or demands in connection with the Escrow Deposit,
Escrow Agent may act as stake-holder and deposit the item in dispute with the
registry of the court having jurisdiction over the dispute.

          4.  Indemnity.  Seller and Buyer agree to indemnify and hold Escrow
Agent harmless against any loss, claim, damage, liability, or expense incurred
in connection with any 

                                       2
<PAGE>
 
action, suit, proceeding, claim or alleged liability arising from this
Agreement; provided, however, that Escrow Agent shall not be so indemnified or
held harmless for its gross negligence or acts in bad faith by it or any of its
agents or employees, nor for its breach of this Agreement.

          5.   Expenses.  All expenses incurred by Escrow Agent in the
administration of this Agreement, including reasonable legal costs incurred by
Escrow Agent, shall be shared equally by Seller and Buyer.  Any expenses
incurred by Seller or Buyer in connection with this Agreement shall be borne by
the parties incurring the expenses.  If there arises a dispute concerning a
party's entitlement to some or all of the Escrow Deposit, the prevailing party
shall be entitled to recover its reasonable costs (including attorneys' fees)
incurred in connection with such dispute.

          6.   Notices.  All notices and other communications required or
permitted pursuant to this Escrow Agreement shall be in writing and be deemed to
have been duly given and delivered if mailed by certified mail, return receipt
requested, postage prepaid, as follows:

               If to Seller:

                    Rex B. Rivers
                    President
                    WEDR, Inc.
                    Executive Offices
                    Box 626
                    Stuart, Florida 34995
 
               with copy to:

                    Gary S. Smithwick, Esq.
                    Smithwick & Belendiuk, P.C.
                    1990 M Street, N.W.
                    Washington, D.C.  20036
 


               If to Buyer:

                    Evergreen Media Corporation of Los Angeles
                    c/o Evergreen Media Corporation
                    433 East Los Colinas Boulevard
                    Suite 1130
                    Irving, Texas  75039
                    Attention: Scott K. Ginsburg, President

                                       3
<PAGE>
 
               with copy to:

                    Eric L. Bernthal, Esq.
                    Kevin C. Boyle, Esq.
                    Latham & Watkins
                    Suite 1300
                    1001 Pennsylvania Avenue., N.W.
                    Washington, D.C.  20004


               If to Escrow Agent:

                    Charles Giddens
                    Media Venture Partners
                    1650 Tysons Boulevard, Suite 790
                    McLean, Virginia 22102


or to such other address as such party shall specify by written notice to the
other parties hereto.  Any notice sent to Escrow Agent shall also be sent to the
other party to this Agreement.

          7.   Duties of Escrow Agent.  The duties and responsibilities of
Escrow Agent shall be limited to those expressly set forth herein.

          8.   Assignment.  Buyer and Seller may assign their rights under this
Agreement to the same extent they are permitted to assign their rights and
obligations under the Purchase Agreement.

          9.   Miscellaneous.  This Agreement, and with respect to Buyer and
Seller,  the Purchase Agreement embody the entire agreement and understanding of
the parties concerning the Escrow Deposit.  This Agreement may be amended only
by a writing signed by the party against whom enforcement is sought.  The
headings in this Agreement are intended solely for convenience or reference and
shall be given no effect in the construction or interpretation of this
Agreement.  This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida, without regard to the choice of law rules
utilized in that state.  This Agreement shall bind and inure to the benefit of
the parties hereto and their respective, heirs, personal representatives,
successors and permitted assigns.


                                       4
<PAGE>
 
          To evidence their agreement, the parties have caused this Agreement to
be executed on the date first written above.

                              EVERGREEN MEDIA CORPORATION OF
                              LOS ANGELES



                              By:   _________________________________
                                    Scott K. Ginsburg
                                    President


                              WEDR, INC.



                              By:   _________________________________
                                    Rex B. Rivers
                                    President


                              MEDIA VENTURE PARTNERS



                              By:   _________________________________
                                    Charles Giddens



                                       5
