
<PAGE>
                                                                   EXHIBIT 2.27
                           ASSET PURCHASE AGREEMENT
                           ------------------------



     THIS AGREEMENT, made this 19 day of September, 1996, by and between THE
BROWN ORGANIZATION, a California Corporation, with offices at 5700 Wilshire
Boulevard, Suite 480, Los Angeles, California 90036 ("Seller") and Evergreen
Media Corporation of Los Angeles ("Purchaser"), a Delaware corporation, with
offices at 433 East Las Colinas Boulevard, Suite 1140, Irving, Texas 75039.


                                  WITNESSETH:
                                  ---------- 

     WHEREAS, Seller is the licensee and operator of Radio Broadcast Stations
KKSF-FM, KDFC-FM and KDFC-AM, located in San Francisco, California (the
"Stations") holding valid authorizations for the operation thereof from the
Federal Communications Commission ("FCC"); and

     WHEREAS, Purchaser desires to acquire and Seller desires to sell the
aforesaid authorizations and license rights, together with the assets used and
usable in conjunction therewith;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, Seller and Purchaser hereby agree as
follows:

     1.   ASSETS SOLD AND PURCHASED.
          ------------------------- 

          On the Closing Date (as hereinafter defined), Seller will sell,
          transfer, assign and convey to Purchaser, by appropriate instruments,
          and Purchaser will purchase, subject to the terms and conditions
          hereinafter set forth, the following assets and properties (the
          "Purchased Assets"), free and clear of all liens, claims, encumbrances
          and right of others except as otherwise set forth herein:

                                       1
<PAGE>
 
          (a)  The FCC licenses and authorizations and all other licenses,
               permits and authorizations issued by any other federal, state or
               local governmental agency or authority for the operation of the
               Stations, including but not limited to those listed on EXHIBIT
               "A" hereto, and all other licenses, permits and authorizations
               now or hereafter obtained in connection with the operation of the
               Stations.

          (b)  All fixed, tangible and intangible assets used and usable in the
               operation of the Stations, including, but not limited to, those
               assets identified on EXHIBIT "B" hereto, subject to any changes
               thereto made in the ordinary course of business between the date
               hereof and the Closing Date.

          (c)  The contracts, leases and agreements listed and described on
               EXHIBIT "C" attached hereto which are to be in effect on the
               Closing Date except those which may have been unilaterally
               canceled by a party other than Seller, provided that legal
               rights, if any, accruing to Seller by virtue of any such
               unilateral cancellation by a party other than Seller shall be
               assigned by Seller to Purchaser.  To the extent that the
               assignment of any contract listed on EXHIBIT "C" may require the
               consent of a third party, Seller shall exercise its best efforts
               to secure such consent.  In the event that Seller is unable to
               secure such consent, Purchaser shall not be required to assume
               performance pursuant to said contract; provided, however, that if
               Seller fails to secure such consents with respect to the
               contracts, leases and/or agreements listed on EXHIBIT "C-1" prior
               to Closing, Purchaser shall have the right to terminate this
               Agreement.

          (d)  The rights and obligations under the agreements, pursuant to
               which reimbursement is or was to be made in whole or in part in
               services, merchandise 

                                       2
<PAGE>
 
               or other non-cash considerations ("Trade Deals"), listed and
               described on EXHIBIT "D" attached hereto, subject to any changes
               thereto made in the ordinary course of business between the date
               hereof and the Closing Date.

          (e)  The call letters "KKSF" and "KDFC" and all copyrights,
               trademarks, trade names, logos, jingles, service marks, slogans
               and promotional materials used in connection with the Stations
               and any registrations or applications for registration of any of
               the same, including but not limited to those copyrights,
               trademarks, trade names and service marks listed and described on
               EXHIBIT "E" attached hereto.

          (f)  Such files, records and logs pertaining to the operation of the
               Stations as are required to be maintained by federal, state or
               local law or regulation and as Purchaser may reasonably require;
               provided, however, that Purchaser is not purchasing and will not
               be entitled to receive Seller's corporate charter, corporate
               minute books, original accounting journals, books of accounts,
               ledgers, tax returns or other confidential books and records not
               directly relating to the operation of the Stations.

          (g)  The goodwill and all other intangible assets used in the
               operation of the Stations.

          This Agreement is limited to the assets herein described, and
          Purchaser is not purchasing cash, cash equivalents, accounts
          receivable or insurance policies, all of which shall be and remain the
          exclusive property of Seller free and clear of any claim from
          Purchaser whatsoever.

                                       3
<PAGE>
 
     2.   PURCHASE PRICE; DEPOSIT; ASSUMPTION OF LIABILITIES.
          -------------------------------------------------- 

          (a)  Purchase Price.
               -------------- 

               The purchase price for the Purchased Assets shall be One Hundred
               Fifteen Million Dollars ($115,000,000.00).  The purchase price
               for the Purchased Assets shall be payable in full to Seller by
               wire transfer of immediately available funds on the Closing Date.
               The purchase price shall be allocated among the Purchased Assets
               according to their current fair market values, as agreed to by
               Seller and Purchaser not later than sixty (60) days after the
               date hereof, and in the event of a dispute between Seller and
               Purchaser as to the value of such assets, the parties agree that
               the purchase price allocation shall be determined by an
               independent appraisal done by BIA or a comparable firm mutually
               acceptable to the parties.  The cost of such appraisal shall be
               shared equally by the parties.

          (b)  Deposit.
               ------- 

               (1)  Upon execution of this Agreement, Purchaser shall deposit in
                    escrow with First National Bank of Maryland, acting as
                    escrow agent on the parties' behalf ("Escrow Agent"), a
                    deposit (the "Deposit") in the amount of Ten Million Dollars
                    ($10,000,000), representing Purchaser's security for the
                    consummation of the sale of the properties and assets
                    hereunder.  The Deposit shall be held in escrow pursuant to
                    a separate escrow agreement ("Escrow Agreement") entered
                    into between Seller, Purchaser and the Escrow Agent in the
                    form of EXHIBIT "F" hereto.  In the event of any conflict
                    between this Agreement and the Escrow Agreement, the terms
                    of the Escrow Agreement shall control.  The Deposit shall be
                    invested and disbursed in accordance with the terms of the
                    Escrow Agreement.

                                       4
<PAGE>
 
               (2)  Subject to Section 19 of this Agreement and the Escrow
                    Agreement, the Deposit, together with any interest earned
                    thereon, shall be credited toward partial payment of the
                    Purchase Price on the Closing Date, disbursed to Seller, or
                    returned to Purchaser upon termination of this Agreement.

          (c)  Assumption of Liabilities.
               ------------------------- 

               The Purchased Assets shall be sold and conveyed to Purchaser free
               and clear of all mortgages, liens, deeds of trust, security
               interests, pledges, restrictions, prior assignments, charges,
               claims, defects in title and encumbrances of any kind or type
               whatsoever except the following: (i) liens for taxes not yet due
               and payable; and (ii) the obligations of Seller for periods from
               and after the Closing Date under leases and contracts assigned to
               Purchaser that are described in Sections 1(c) and 1(d) hereof,
               which, subject to all necessary consents, Purchaser hereby
               expressly agrees to assume.

     3.   PAYMENTS OF CERTAIN ITEMS.
          ------------------------- 

          (a)  All FCC filing and grant fees, if any, shall be paid by Seller
               and Purchaser equally.

          (b)  Subject to any accounting made pursuant to the Time Brokerage
               Agreement referred to in Section 33 hereof, within ninety (90)
               days after closing, an accounting shall be made as follows:

               (i)  All prepaid income, prepaid expenses, prepayments on any
                    written contracts assumed by Purchaser hereunder, accrued
                    income and accrued expenses of the Stations as of the end of
                    the day prior to the Closing Date shall, except as otherwise
                    expressly provided herein, be adjusted and allocated between
                    Seller and Purchaser to reflect the principle that all
                    expenses and income arising from the operation of the
                    Stations before 12:01 a.m.

                                       5
<PAGE>
 
                    on the Closing Date shall be for the account of Seller, and
                    all expenses and income arising from the operation of the
                    Stations from and after 12:01 a.m. on the Closing Date shall
                    be for the account of Purchaser.

               (ii) As soon as practicable following the Closing Date, and in
                    any event within ninety (90) days thereafter, or at such
                    other time as the parties mutually agree, Purchaser shall
                    deliver to Seller Purchaser's certificate setting forth as
                    of the Closing Date all adjustments to be made as provided
                    in (i) above.  Purchaser shall provide Seller or Seller's
                    representatives access to copies of all books and records as
                    Seller may reasonably request for purposes of verifying such
                    adjustments.  Purchaser's certificate shall be final and
                    conclusive unless objected to by Seller in writing within
                    thirty (30) days after delivery.  Seller and Purchaser shall
                    attempt jointly to reach agreement as to the amount of the
                    adjustments to be made hereunder within sixty (60) days
                    after receipt by Purchaser of such written objection by
                    Seller, which agreement, if achieved, shall be binding upon
                    all parties to this Agreement and not subject to dispute or
                    review.

               (iii)In the event of a disagreement between Purchaser and Seller
                    with respect to the accounting to be made hereunder, the
                    parties agree that a public accounting firm chosen jointly
                    by Purchaser and Seller shall be the final arbiter of such
                    disagreement. The cost of such accounting firm shall be
                    shared equally by the parties.

               (iv) Any amounts due Purchaser or Seller for the adjustments
                    provided for herein shall be paid within ten (10) calendar
                    days after final determination.

                                       6
<PAGE>
 
          (c)  Filing and recordation fees and any other fees incurred in
               connection with the transfer of title to the property being
               conveyed hereunder, and any applicable transfer, sales or use
               taxes, and all expenses incurred in connection with such filing
               or recordation, shall be borne entirely by Purchaser.

     4.   SELLER'S REPRESENTATIONS AND WARRANTIES.
          --------------------------------------- 

          Seller covenants, represents and warrants the following, which
          representations and warranties, together with all other
          representations and warranties of Seller in this Agreement and the
          exhibits and schedules hereto, shall be true and correct as of the
          Closing Date as if expressly restated on said date.

          (a)  Organization and Authority.
               -------------------------- 

               THE BROWN ORGANIZATION is a corporation duly organized, validly
               existing and in good standing and authorized to do business under
               the laws of the State of California, has full power and authority
               to own its properties and to carry on the business presently
               conducted by it, and has full power and authority to enter into
               this Agreement and to consummate the transactions contemplated
               herein.  All required corporate action with respect to Seller has
               been taken to approve this Agreement and the transactions
               contemplated hereby.  The making and performance of this
               Agreement by Seller does not and will not violate any provisions
               of the organizational documents of Seller, or, subject to Seller
               obtaining those consents set forth on EXHIBIT "G" hereto, breach
               or constitute a default under any agreement, instrument, order,
               judgment or decree to which Seller is a party or by which it is
               bound or violate any law or regulation applicable to Seller or
               the Stations.  This Agreement has been duly executed and
               delivered by Seller and constitutes the valid and binding
               obligation of Seller, enforceable against Seller in accordance
               with its terms.

                                       7
<PAGE>
 
          (b)  Compliance with Laws.
               -------------------- 

               The operation of the Stations is now, and on the Closing Date
               will be, in compliance in all material respects with all
               applicable laws, rules and regulations of all federal, state and
               local authorities or agencies, and there is not now, nor on the
               Closing Date will there be, any judgment outstanding or
               litigation or proceeding pending or, to the best of Seller's
               knowledge, threatened which affects the title or interest of
               Seller in or to any license or any other property or asset to be
               sold hereunder, or its power or right to sell, convey, transfer
               or assign the same to Purchaser as hereinafter provided, or which
               would prevent or affect the operation and use of the same by
               Purchaser, as presently operated and used by Seller. Except for
               the consent of the FCC, the consent contemplated by Section 10
               hereof, and any such consent set forth on EXHIBIT "G" hereto, no
               authorizations, approvals or consents from any governmental or
               regulatory authorities or agencies are necessary to permit Seller
               to execute and deliver this Agreement and to perform its
               obligations hereunder. Without limiting the generality of the
               foregoing:

               (i)  The Stations' 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, (1)
                    the Stations are not causing interference in violation of
                    Commission rules to the transmission of any 

                                       8
<PAGE>
 
                    other broadcast station or communications facility and has
                    not received any complaints with respect thereto and (2) no
                    other broadcast station or communications facility is
                    causing interference in violation of Commission rules to the
                    Stations' transmissions.

               (ii) Seller has, in the conduct of the Stations' 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.

               (iii)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
                    Stations or any material Asset. Such items are as 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 Stations' transmission facilities have been
                    completed and filed at the Stations. All information
                    contained in the foregoing documents is true, complete and
                    accurate in all material respects.

          (c)  Tangible Assets.
               --------------- 

               EXHIBIT "B" attached hereto represents a true, complete and
               accurate list of all tangible assets 

                                       9
<PAGE>
 
               used and usable in the business and/or operation of the Stations.
               Subject to Seller's right to dispose of any properties, equipment
               and assets in the ordinary course of business, on the Closing
               Date Seller will convey to Purchaser good and valid title to such
               properties, equipment and assets and any other properties,
               equipment and assets acquired by it subsequent to the date hereof
               and used or usable in the business or operation of the Stations,
               free of any and all liens, charges, assessments, taxes,
               mortgages, pledges, conditional sales agreements, security
               agreements, encumbrances and rights of third parties of any kind
               whatsoever.

          (d)  Condition of Equipment.
               ---------------------- 

               Transmission and studio equipment and other equipment (mechanical
               and electrical) to be transferred to Purchaser hereunder is, and
               will be as of the Closing Date, in good repair and working
               condition with no material defects therein, fit for the purposes
               for which they are being utilized and in material compliance with
               all current FCC requirements and all other applicable laws and
               regulations.

          (e)  FCC Licenses.
               ------------ 

               The FCC licenses, permits and authorizations to be assigned to
               Purchaser are, and will be as of the Closing Date, valid and
               existing authorizations for the purpose of operating the
               Stations, issued by the FCC under the Communications Act of 1934,
               as amended, and in accordance with the Rules and Regulations of
               the FCC, and applications, reports and other disclosures required
               by the FCC with respect to the Stations have been, and will be as
               of the Closing Date, duly filed.  Seller is an FCC licensee in
               good standing and, as of the date hereof, there are no
               proceedings or complaints pending or, to the best of Seller's
               knowledge, 

                                       10
<PAGE>
 
               threatened at the FCC or in any Federal court against Seller with
               respect to the Stations and Seller is not aware of any facts or
               circumstances that could reasonably provide a basis for any such
               proceedings or complaints. Seller holds all licenses and
               governmental authorizations necessary to enable the Seller to
               conduct its business of operating the Stations as presently
               conducted.

          (f)  Public Inspection Files.
               ----------------------- 

               The public inspection files for the Stations are in material
               compliance with the regulations of the FCC relating thereto.

          (g)  Financial Statements.
               -------------------- 

               The 1995 and 1996 and June 30, 1995 and June 30, 1996 Balance
               Sheets, Statement of Financial Condition and Income Statements of
               the Stations attached as Schedule 1 hereto accurately reflect the
               financial condition and operations of the Stations for the
               periods covered and said financial statements are stated in
               accordance with generally accepted accounting principles
               consistently applied. There are no material liabilities
               associated with the Stations that are not accurately reflected in
               such operating and financial statements. The said financial
               statements for 1995 have been reviewed by Seller's independent
               accountant and the June 30, 1996 financial statement has been
               compiled by said accountant. Should Purchaser require audited
               operating and financial statements to comply with the
               requirements of the Securities and Exchange Commission, Seller
               shall make its books and records available to Purchaser's
               auditors to the extent necessary to conduct such audit which
               shall be completed within thirty (30) days from the date hereof
               at Purchaser's sole cost and expense. Should such audit disclose
               a material difference in the results of Seller's operations as
               presented

                                       11
<PAGE>
 
               in the operating and financial statements contained in Schedule 1
               hereto, Purchaser shall have the right to terminate this
               Agreement by written notice to Seller at any time within five (5)
               business days of the receipt of such audit, or within five (5)
               business days from the expiration of the thirty (30) day period
               referred to above, whichever shall first occur with a copy of
               such audit. Failure to give such notice within the time
               hereinabove specified shall be deemed to be a waiver of the right
               to terminate this Agreement because of any material difference
               disclosed by such audit. The disclosure in such audit of the
               liability under the two participation agreements referred to in
               Note 5 to Schedule 1 attached hereto as a charge against income
               shall not be deemed to be a "material difference" hereunder.

          (h)  Contracts.
               --------- 

               True and complete copies of all contracts, leases, understandings
               and/or agreements and all modifications, amendments and renewals
               thereof listed on EXHIBITS "C" AND "D" have been furnished to
               Purchaser and represent all contracts, leases, understandings
               and/or agreements of Seller in conjunction with the operation of
               the Stations except contracts for the sale of air time.  All
               material provisions of the contracts, understandings, leases and
               agreements listed on said EXHIBITS "C" AND "D" and all other
               contracts, leases, understandings and agreements which may be
               effectuated between the date hereof and the Closing Date relating
               to the operations of the Stations have been complied with, and
               will have been complied with, in all material respects as of the
               Closing Date, and no material default in respect to any duties or
               obligations required according to the terms of such contracts,
               leases, understandings and agreements are or will have occurred.
               EXHIBIT "D" specifies the trade balance of all contracts listed
               thereon as of August 31, 

                                       12
<PAGE>
 
               1996. All contracts and other agreements listed on EXHIBIT "C"
               AND EXHIBIT "D" are in full force and effect and are valid and,
               to the best of Seller's knowledge, enforceable in accordance with
               their respective terms. The leases of real property described on
               EXHIBIT "C" (the "Leased Premises") 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. Seller enjoys peaceful and
               undisturbed possession of the premises leased by Seller under the
               lease agreements. Seller has delivered to Buyer, true and
               complete copies of the lease agreements.

          (i)  No Insolvency.
               ------------- 

               No insolvency proceedings of any character, including, without
               limitation, bankruptcy, receivership, reorganization, composition
               or arrangement with creditors, voluntary or involuntary,
               affecting Seller or any of its respective assets or properties
               are pending or, to the best of Seller's knowledge, threatened,
               and Seller has made no assignment for the benefit of creditors,
               nor taken any action with a view to, or which would constitute
               the basis for, the institution of any such insolvency
               proceedings.

                                       13
<PAGE>
 
          (j)  Employees.
               --------- 

               Schedule 2 attached hereto sets forth a list of the current
               employees of the Stations as of August 31, 1996, together with
               the job titles and annual  salaries of such employees as of such
               date, which list will be updated through the Closing Date.  From
               August 1, 1996 through the date hereof, Seller has not increased
               the salary of any employee other than in the ordinary course of
               business and consistent with past practice.  Seller has
               performed, in all material respects, all obligations required to
               be performed by it under its agreements and plans with or for the
               benefit of its employees at the Stations, and is not in breach or
               in default of any of the terms thereof.  There is no dispute
               between Seller and any of its former or current employees at the
               Stations related to compensation, severance pay, vacation or
               pension benefits, or discrimination.

          (k)  Employee Complaints.
               ------------------- 

               Seller knows of no outstanding complaint or charge filed or made
               to any government civil rights agency or commission by or on
               behalf of any employee, former employee or applicant for
               employment concerning any alleged illegal employment practice or
               alleged discrimination in violation of law with respect to the
               Stations and Seller is not aware of any fact or circumstance that
               could reasonably provide a basis for any such charge or
               complaint.

          (l)  Union Activity.
               -------------- 

               The employees of Seller are not presently represented by and are
               not seeking representation through any union or other collective
               bargaining agent, except for the "on air" announcers of KKSF-FM
               who are seeking representation through American Federation of
               Television and Radio Artists (AFTRA).

                                       14
<PAGE>
 
          (m)  Employee Benefits.
               ----------------- 

               Purchaser will have no obligation or liability due to or because
               of any past service liability, vested benefits, retirement plan
               insolvencies or other obligation under local, state or federal
               law (including the Employee Retirement Income Security Act of
               1974) resulting from the purchase of the Stations or from former
               employees of Seller becoming employees of Purchaser.  Nothing
               contained in this Agreement shall confer upon any employee of
               Seller any right with respect to continued employment by
               Purchaser, nor shall anything herein interfere with any right
               Purchaser may have after the Closing Date to (i) terminate the
               employment of any of the employees at any time, with or without
               cause, or (ii) establish or modify any of the terms or conditions
               of employment of the employees in the exercise of Purchaser's
               independent business judgment.

          (n)  Adverse Conditions.
               ------------------ 

               Seller does not know of any condition, including, but not limited
               to, pending or threatened litigation, which may materially and
               adversely affect the Stations' business prospects, other than
               changes in the ordinary course of business.

          (o)  Environmental Matters.
               --------------------- 

               For the purposes of this paragraph the following terms shall have
               the following meanings: (i) the term "Hazardous Material" shall
               mean any material, substance or item that, whether by its nature
               or use, is subject to regulation as of the date of this Agreement
               under any Environmental Requirement, including but not limited to
               Polychlorinated Biphenyls, petroleum, pesticides, herbicides,
               asbestos and underground storage tanks; (ii) the term
               "Environmental Requirements" shall collectively mean the
               Comprehensive 

                                       15
<PAGE>
 
               Environmental Response, Compensation and Liability Act of 1980
               (42 U.S.C. Sec. 9601 et seq.), Super Fund Amendments and
               Reauthorization Act of 1986, the Hazardous Materials
               Transportation Act (49 U.S.C. Sec. 1801 et seq.), the Resource
               Conservation and Recovery Act (42 U.S.C. Sec. 6901 et seq.), the
               Toxic Substances Control Act (15 U.S.C. Sec. 2601 et seq.), the
               Clean Air Act (42 U.S.C. Sec. 7401 et seq.) and the Federal Water
               Pollution Control Act (33 U.S.C. Sec. 1251 et seq.), all as
               presently in effect, any regulation pursuant thereto presently in
               effect, or any other law, ordinance, rule, regulation, order or
               directive in effect as of the date of this Agreement addressing
               environmental, health or safety issues of or by any Governmental
               Authority, and (iii) the term "Governmental Authority" shall mean
               the federal government, any state or other political subdivision
               thereof, exercising executive, legislative, judicial, regulatory
               or administrative functions. Seller hereby represents and
               warrants to Purchaser that, to the best of the knowledge of
               Philip A. Melrose, the President of the Radio Division of Seller,
               David Kendrick, General Manager of the Stations, and Doug Irwin,
               Seller's Chief Engineer, (i) no Hazardous Material in reportable
               quantities are currently located at, on, in or under the Stations
               or the Purchased Assets, (ii) no Hazardous Material in reportable
               quantities have been or are currently located at, in, on or under
               the Stations or the Purchased Assets in a manner which violates
               any Environmental Requirement, (iii) no releasing, emitting,
               discharging, leaching, dumping or disposing of any Hazardous
               Material from the Stations or the Purchased Assets onto or into
               any other property or from any other property onto or into the
               Stations or the Purchased Assets has occurred or is occurring in
               reportable quantities; and (iv) Seller has received no notice of
               violation, lien, complaint, suit, order or other notice with
               respect to the environmental condition

                                       16
<PAGE>
 
               of any of the Stations or the Purchased Assets, nor has any such
               notice been issued during Seller's ownership of the Stations or
               the Purchased Assets which has not been fully satisfied and
               complied with in a timely fashion as to bring the Stations and
               the Purchased Assets into full compliance with all Environmental
               Requirements. Purchaser acknowledges that prior to the execution
               of this Agreement, Purchaser has obtained at Purchaser's expense
               a Phase I Environmental Survey.

          (p)  Taxes.
               ----- 

               Seller has, and as of the Closing Date will have, paid and
               discharged all taxes, assessments, excises and other levies which
               are due, including any such taxes, assessments, excises and
               levies which, if due and not paid, would interfere with
               Purchaser's enjoyment or use of the Purchased Assets, excepting
               such taxes, assessments and other levies which will not be due
               until or after the Closing Date and which are to be prorated
               between Seller and Purchaser pursuant to the provisions of
               Section 3(b) hereof.

          (q)  Insurance.
               --------- 

               Seller now has in force adequate fire and other risk insurance
               covering the full replacement value of the tangible personal
               property to be transferred herein and shall cause such insurance
               to be maintained in full force until the Closing Date. Seller
               also shall maintain in full force until the Closing Date adequate
               general public liability insurance in amounts consistent with
               broadcasting industry standards for similar stations. None of the
               assets to be conveyed herein has been adversely affected in any
               way as a result of fire, explosion, earthquake, accident, fraud,
               rain, storm, drought, riot, Act of God or public enemy or any
               other casualty, whether or not covered by insurance.

                                       17
<PAGE>
 
          (r)  All Necessary Assets.
               --------------------

               The Purchased Assets described in Section 1 and set forth in the
               Exhibits hereto, constitute all of the assets, property and
               business owned, used or needed by Seller or in which Seller has
               any interest (other than the Excluded Assets) in carrying on the
               business and operation of the Stations as presently conducted.
               Other than the Excluded Assets, there are no other rights, assets
               or property owned, used or needed by Seller in connection with
               the Stations or needed in the operation thereof.

          (s)  Copyrights and Service Marks.
               ---------------------------- 

               Except as set forth on EXHIBIT "E" hereto, Seller does not own
               nor is possessed of or is licensed under any copyrights, patents,
               patent applications, service marks, trademarks, trade names,
               logos, emblems or slogans used in the conduct of the business of
               the Stations as now operated.  To the best of Seller's knowledge,
               there is no claim pending or threatened against Seller with
               respect to the alleged infringement of any such copyright,
               patent, patent application, service mark, trademark, trade name,
               logo, emblem or slogan owned by another, and to the best of
               Seller's knowledge, there is not any basis for any such claim.

          (t)  FCC Filings.
               ----------- 

               None of the information contained in the representations and
               warranties of Seller set forth in any filing made by it with the
               FCC with respect to the transfer of the Stations or the
               assignment of the licenses therefor contains or will contain any
               untrue statement of a material fact or omits or will omit any
               material fact.

                                       18
<PAGE>
 
          (u)  Conduct of Business.
               ------------------- 

               Since August 1, 1996, Seller has conducted the business of the
               Stations in the ordinary course.

          (v)  Representations and Warranties.
               ------------------------------ 

               The representations and warranties made by Seller in this
               Agreement are not, and will not be on the Closing Date, false or
               misleading individually or in the aggregate with respect to any
               material fact and will not omit to state a material fact required
               to be stated therein when necessary in order to make the
               statements contained therein not materially false or misleading.

     5.   PURCHASER'S REPRESENTATIONS AND WARRANTIES.
          ------------------------------------------ 

          Purchaser represents and warrants the following, which representations
          and warranties shall be true and correct as of the Closing Date as if
          expressly restated on said date.

          (a)  Organization.
               ------------ 

               Purchaser is now, and will be as of the Closing Date, a
               corporation, duly organized, validly existing and in good
               standing under the laws of the State of Delaware, and qualified
               to do business in the State of California.

          (b)  Due Authorization.
               ----------------- 

               The execution, delivery and consummation of this Agreement has
               been duly authorized by the Board of Directors of Purchaser and
               no further corporate authorization, approval or consent is
               required.

                                       19
<PAGE>
 
          (c)  Binding Agreement.
               ----------------- 

               This Agreement constitutes the legal, valid and binding
               obligation of Purchaser, enforceable against Purchaser in
               accordance with and subject to its terms.

          (d)  No Conflicts.
               ------------ 

               Subject to the FCC's approval of this transaction, the execution,
               delivery and consummation of this Agreement do not and will not
               conflict with any of the provisions of Purchaser's organizational
               documents or violate any provisions of law.

          (e)  FCC Approval.
               ------------ 

               Purchaser knows of no reason why the FCC (i) would not approve an
               application for the assignment of licenses to it or (ii) would
               require any type of waiver before approving an application for
               the assignment of the licenses to it.

          (f)  No Conflicting Agreements.
               ------------------------- 

               There will not be as of the Closing Date any agreements,
               contracts, understandings or commitments which will restrain or
               inhibit the right of Purchaser to enter into this Agreement, make
               any representations or warranties herein and/or consummate any of
               the transactions contemplated herein.

          (g)  No Litigation.
               ------------- 

               There are no suits, legal proceedings or investigations of any
               nature pending or, to Purchaser's knowledge, threatened against
               or affecting it that would affect Purchaser's ability to carry
               out the transactions contemplated by this Agreement.

                                       20
<PAGE>
 
          (h) Representations and Warranties.
              ------------------------------ 

               The representations and warranties made by Purchaser in this
               Agreement are true and correct and are not, and will not be on
               the Closing Date, false or misleading individually or in the
               aggregate with respect to any material fact and do not and will
               not omit to state a material fact required to be stated therein
               when necessary in order to make the statements contained herein
               not materially false or misleading.

     6.   OPERATIONS PENDING CLOSING.
          -------------------------- 

          Pending the closing hereunder and subject to the Time Brokerage
          Agreement referred to in Section 33 hereof, Seller shall:

          (a)  Access to Stations.
               ------------------ 

               Give or cause to be given to Purchaser and its authorized
               representatives access during normal business hours to the
               properties, books and records of the Stations and the Purchased
               Assets, and furnish Purchaser with such information concerning
               the same as Purchaser may reasonably request; provided, however,
               that Purchaser may not visit the Stations without the consent of
               Seller, nor may Purchaser contact any current employee of Seller
               without the consent of Seller.

          (b)  Compliance with Laws.
               -------------------- 

               Comply with all material and applicable federal, state and local
               laws, ordinances and regulations, including, but not limited to,
               the Communications Act of 1934 and the Rules and Regulations of
               the FCC.

          (c)  Maintenance of Purchased Assets.
               ------------------------------- 

               Keep at its own expense in a normal state of repair and operating
               efficiency the Purchased 

                                       21
<PAGE>
 
               Assets. On the Closing Date, the operation of the Stations and
               the technical equipment shall be in compliance with the FCC
               licenses and the FCC's Rules and Regulations and all other
               applicable laws and regulations and no citations, complaints or
               petitions shall be pending or, to Seller's knowledge, threatened
               against Seller.

          (d)  Conduct of Business.
               ------------------- 

               Make all reasonable efforts to maintain the business reputation
               and financial condition of the Stations and preserve their
               customers, employees and suppliers.  During the period from the
               date of this Agreement to the Closing Date, the business of
               Seller shall be operated in ordinary course and in the same
               manner as operated prior to the execution hereof.  On the Closing
               Date, there shall be outstanding no liability, judgment or
               litigation that could result in an encumbrance of, or otherwise
               substantially adversely affect, the assets, licenses and property
               being sold, assigned and transferred hereunder or the operation
               of the Stations.

          (e)  Salary Increases.
               ---------------- 

               Grant no salary increase to any officer or employee of the
               Stations, except normal merit, promotional and similar increases
               granted in the ordinary course of business and consistent with
               prior practice.

          (f)  Required Consents.
               ----------------- 

               Use its best efforts to obtain all of the consents noted on
               EXHIBIT "G" hereto, and in connection therewith promptly to
               commence and thereafter diligently prosecute application for all
               such consents, waivers and approvals required herein, and to keep
               Purchaser currently informed of the status thereof and of any
               difficulties encountered 

                                       22
<PAGE>
 
               in obtaining same and promptly to advise Purchaser of all
               communications relevant to the transactions provided for in this
               Agreement received by Seller from the FCC subsequent to the date
               hereof, and to furnish the Purchaser copies of all written
               communications and documents filed with the FCC by Seller and
               received by Seller from the FCC subsequent to the date hereof.

          (g)  Books and Records.
               ----------------- 

               Maintain the books of accounts and records of the Stations in the
               usual, regular and ordinary manner, in accordance with Seller's
               standard accounting practices.

          (h)  Contracts.
               --------- 

               Not enter into or terminate any contract in an amount greater
               than $10,000 or for a term exceeding one year and to be assumed
               by Purchaser, or amend any provision of any contract in an amount
               greater than $10,000 or for a term exceeding one year and to be
               assumed by Purchaser, whether or not in the ordinary course of
               business, without the prior written consent of Purchaser, which
               consent will not be unreasonably withheld.  Seller shall not
               enter into any trade deal after execution of this Agreement which
               shall obligate Purchaser without Purchaser's prior written
               consent.

          (i)  Confidentiality.
               --------------- 

               Not afford a right of access to confidential information and
               documents relating to the Stations to anyone other than
               Purchaser, its representatives and/or any other person having
               legal right to such information, nor discuss nor negotiate with
               or solicit a bid from anyone else involving the sale of the
               Purchased Assets and the Stations.

                                       23
<PAGE>
 
     7.   PURCHASER'S PERFORMANCE.
          ----------------------- 

          The obligations of Purchaser hereunder are subject at its election to
          the conditions that on the Closing Date:

          (a)  The representations and warranties of Seller contained in this
               Agreement shall be true and correct in all material respects and
               the covenants and agreements of Seller to be performed on or
               prior to the Closing Date pursuant to the terms  of this
               Agreement shall have been duly performed, and Seller shall have
               delivered to Purchaser a certificate, dated as of the Closing
               Date, signed by a duly authorized officer of Seller to that
               effect.

          (b)  The FCC authorizations, including those set forth on EXHIBIT "A,"
               shall be assigned and transferred to Purchaser and shall contain
               no adverse modifications of the terms of such authorizations as
               they presently exist.  Any and all governmental approvals
               necessary to consummate the transactions contemplated by this
               Agreement shall have been received.

          (c)  Purchaser shall have received a written opinion of Sandler &
               Rosen, Counsel for Seller, dated as of the Closing Date, in
               customary form and substance that:

               (i)  THE BROWN ORGANIZATION is a corporation duly organized and
                    validly existing under the laws of California, has full
                    power and authority to own its properties and to carry on
                    the business presently conducted by it and has full power
                    and authority to enter into this Agreement and to consummate
                    the transactions contemplated herein.

               (ii) This Agreement has been duly authorized, executed and
                    delivered by Seller, and is a valid and binding obligation
                    of Seller, enforceable against Seller in accordance with its
                    terms.

                                       24
<PAGE>
 
               (iii)The sale of all of the Purchased Assets to Purchaser
                    hereunder has been duly authorized by all necessary action
                    of Seller, and deed(s) of conveyance, bill(s) of sale and
                    any and all other instruments delivered to Purchaser
                    hereunder have been duly authorized, executed and delivered,
                    and conform with all legal requirements to vest in Purchaser
                    good and valid title to all the Purchased Assets.

               (iv) The execution, delivery and performance of this Agreement
                    and all of the documents executed in conjunction therewith
                    by Seller do not violate any provisions of Seller's
                    organizational documents or, to the best of counsel's
                    knowledge, any provision of any material note, mortgage,
                    agreement, franchise, order, arbitration award, judgment,
                    law, ordinance or decree to which Seller is a party or by
                    which Seller is bound.

               (v)  To the best of the knowledge of such counsel, no action,
                    claim, suit or proceeding or any investigation of any
                    governmental authority is pending or threatened against or
                    affecting Seller or the Stations or the Purchased Assets
                    which would affect such Purchased Assets or the transactions
                    contemplated by this Agreement.

          (d)  Purchaser shall have received a written opinion of Reed Smith
               Shaw & McClay, FCC Counsel for Seller, dated as of the Closing
               Date, substantially in the form of EXHIBIT "H" hereto.

                                       25
<PAGE>
 
          (e)  No suit, action or other proceeding against Seller shall be
               pending before any court or governmental agency of competent
               jurisdiction in which it is sought to restrain or prohibit any of
               the transactions contemplated by this Agreement or to obtain
               damages or other relief in connection with this Agreement or the
               transactions contemplated hereby.

          (f)  Seller shall have executed and delivered to Purchaser the
               documents required herein to be executed and delivered by it.

          (g)  Seller shall have obtained the consents to assign to Purchaser
               the leases and contracts listed on EXHIBIT "C-1".

     8.   SELLER'S PERFORMANCE.
          -------------------- 

          Seller's performance is subject at its election to the conditions
          that, at the Closing Date:

          (a)  All payments hereunder which are due and payable by Purchaser on
               the Closing Date shall have been paid in accordance with the
               terms of this Agreement, and Purchaser shall have executed all of
               the documents required of it herein.

          (b)  The representations and warranties of Purchaser contained in this
               Agreement shall be true and correct in all material respects, and
               the covenants and agreements of Purchaser to be performed on or
               prior to the Closing Date pursuant to the terms of this Agreement
               shall have been duly performed, and Purchaser shall have
               delivered to Seller a certificate, dated as of the Closing Date,
               signed by a duly authorized officer of Purchaser to that effect.

          (c)  No litigation, investigation or proceeding of any kind shall have
               been instituted which would adversely affect the ability of
               Purchaser to comply with the provisions of this Agreement.

                                       26
<PAGE>
 
          (d)  Seller shall have received an opinion of Latham & Watkins,
               Counsel for Purchaser, dated as of the Closing Date, in customary
               form and substance that:

               (i)  Purchaser is a corporation duly organized, validly existing
                    and in good standing under the laws of the State of
                    Delaware, and Purchaser is authorized to do business in the
                    State of California.

               (ii) Each of the documents executed and/or ratified by Purchaser
                    in accordance with the terms of this Agreement has been duly
                    authorized and/or ratified by all necessary corporate
                    action.

               (iii)This Agreement has been duly authorized, executed and
                    delivered by Purchaser and is a valid and binding obligation
                    of Purchaser, enforceable against Purchaser in accordance
                    with its terms.

               (iv) The execution, delivery and performance of this Agreement
                    and all of the documents to be executed in conjunction
                    therewith by Purchaser do not violate any provisions of
                    Purchaser's organizational documents or, to the best of
                    Counsel's knowledge, after reasonable investigation, any
                    provision of any material note, mortgage, agreement,
                    franchise, order, arbitration award, judgment, law,
                    ordinance or decree to which Purchaser is a party or by
                    which Purchaser is bound.

                                       27
<PAGE>
 
     9.   FCC APPROVAL AND APPLICATION.
          ---------------------------- 

          (a)  Consummation of the transactions contemplated hereunder is
               conditioned upon the FCC having given its prior consent in
               writing to the assignment to Purchaser of the FCC licenses and
               other authorizations set forth in EXHIBIT "A" hereto and such
               consent having become a Final Order.  For purposes of this
               agreement, such consent shall be deemed a Final Order when it is
               no longer subject to timely review by the FCC or by any court or,
               in the event of reconsideration upon its own motion or otherwise
               by the FCC or an appeal by any person to the court, upon the
               decision of such body becoming no longer subject to review.  The
               condition of finality may be waived jointly by Seller and
               Purchaser.

          (b)  The parties agree to proceed, as expeditiously as possible, but
               in no event later than ten business days after the date of this
               Agreement, to file or cause to be filed an application requesting
               FCC consent or consents to the transactions herein involved.

          (c)  If the FCC has failed or refused to grant its Final written
               consent to the assignment of the aforesaid licenses and other
               authorizations and/or any other transactions contemplated to be
               consummated hereunder on or before December 31, 1997 (the
               "Termination Date"), Purchaser or Seller, at their respective
               options, may terminate this Agreement upon ten (10) days' prior
               written notice to the other, in which event this Agreement shall
               have no further force or effect; or if the delay in the FCC's
               action is due to the refusal or failure of either party to supply
               the FCC with information which the FCC has requested, only the
               party not at fault shall have the option of terminating this
               Agreement.

                                       28
<PAGE>
 
     10.  HART-SCOTT-RODINO FILING.
          ------------------------ 

          Consummation of the transactions contemplated hereunder is further
          conditioned on Purchaser and Seller filing with the United States
          Department of Justice ("DOJ") and Federal Trade Commission ("FTC") all
          notifications and reports required under the Hart-Scott-Rodino
          Antitrust Improvements Act of 1976 (the "HSR Act") and the expiration
          or termination of the waiting period thereunder.

          The parties hereto each agree to supply to the other upon request all
          information needed to complete such notifications and reports and to
          proceed as expeditiously as possible (but in no event later than ten
          (10) business days after the date hereof) to make the filing.  Each
          party shall promptly apprise the other of the status of any inquiries
          made by the DOJ, FTC or any other governmental agency with respect to
          this Agreement or the transactions contemplated herein.  All filing
          fees payable to the DOJ and the FTC with respect to such notifications
          and reports shall be split equally by the parties.  The parties agree
          to jointly request an early termination of the waiting period under
          the HSR Act.

     11.  DATE, NOTICE AND PLACE OF CLOSING.
          --------------------------------- 

          The date and time of closing (herein referred to as the "Closing
          Date") shall be mutually agreed upon by Seller and Purchaser, but, in
          the absence of such agreement, shall not be more than ten (10)
          business days after all of the conditions to closing set forth in
          Sections 7, 8, 9 and 10 hereof are satisfied or waived.  In the event
          of the inability of the parties to agree on the Closing Date, Seller
          or Purchaser shall have the right to fix the same on ten (10) days'
          prior written notice to the other, the first such notice given being
          binding.  Notwithstanding anything in this Section 11 to the contrary,
          the Closing Date shall not be prior to January 1, 1997, unless Seller
          agrees to close prior to such date.  The closing shall be held at a
          mutually agreeable location in San Francisco, California, or at such
          other location as shall be mutually agreed upon by Seller and
          Purchaser.

                                       29
<PAGE>
 
     12.  CONTROL OF STATIONS.
          ------------------- 

          Until the Closing Date, Seller shall have complete control of the
          Stations, their equipment and operation.  Purchaser shall be entitled,
          however, to notice of any significant problems or developments with
          the purpose that an uninterrupted and efficient transfer to Purchaser
          of the Stations and assets and all other assets and properties to be
          transferred hereunder may be accomplished.

     13.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
          ------------------------------------------ 

          All representations, warranties, covenants and agreements contained in
          this Agreement shall be true and correct on and as of the Closing Date
          as though such representations, warranties, covenants and agreements
          were made on and as of such time, and all such representations,
          warranties, covenants and agreements shall survive the closing
          hereunder; provided, however, that Seller shall have no liability for
          a misrepresentation or breach of warranty unless written notice of
          claim therefor specifying with particularity the facts upon which such
          claim is based has been given to Seller by Purchaser within two (2)
          years from the Closing Date.

     14.  RIGHTS OF INDEMNIFICATION; DEFAULT.
          ---------------------------------- 

          (a)  It is understood and agreed that Purchaser does not assume, and
               shall not be obligated to pay, any liabilities of Seller under
               the terms of this Agreement or otherwise and shall not be
               obligated to perform any obligations of Seller of any kind or
               manner except by reason of contracts expressly assigned and
               assumed by Purchaser hereunder, and, with respect to such
               contracts, only such obligations which arise subsequent to the
               Closing Date or as is herein provided.  Seller hereby agrees to
               indemnify and hold Purchaser, its successors and assigns,
               harmless from and against:

                                       30
<PAGE>
 
               (i)  Claims, liabilities and obligations arising from the
                    operation of the Stations prior to the Closing Date,
                    including claims arising or required to be performed prior
                    to the Closing Date under any contract or instrument assumed
                    by Purchaser hereunder; and
 
               (ii) Any and all damage or deficiency resulting from a material
                    misrepresentation, breach of warranty or nonfulfillment of
                    an agreement on the part of Seller under this Agreement,
                    arising out of events occurring prior to the Closing Date,
                    or from a material misrepresentation in or omission from any
                    certificate or other instrument furnished to Purchaser
                    pursuant to this Agreement, or in connection with any of the
                    transactions contemplated hereby; and

               (iii)Any and all actions, suits, proceeding, damages,
                    assessments, judgments, costs and expenses, including
                    reasonable attorneys' fees, incurred by Purchaser as a
                    result of Seller's failure or refusal to compromise or
                    defend any claim incident to the foregoing provisions.

               Notwithstanding the foregoing, Seller shall not be required to
               indemnify Purchaser under the foregoing clauses (i), (ii) or
               (iii) as (1) with respect to Seller's obligations assumed by
               Purchaser pursuant to the terms of the Time Brokerage Agreement
               referenced in Section 33 hereof (the "TBA"), (2) with respect to
               any act or omission of Purchaser or its employees in the course
               of its activities and performance pursuant to terms of the TBA,
               or (3) with respect to any claim asserted after two (2) years
               following the Closing Date and unless the aggregate amount owed

                                       31
<PAGE>
 
               by Seller to Purchaser pursuant to the foregoing clauses (i),
               (ii) and (iii) exceeds $100,000, in which event Seller shall be
               required to indemnify Purchaser for the entire amount owed.

          (b)  If any claim for which Purchaser is entitled to indemnity is
               asserted against Purchaser by a third party, Purchaser shall
               promptly give Seller notice thereof and give Seller an
               opportunity to defend the same with counsel of Seller's choice
               (subject to the approval of Purchaser, not to be unreasonably
               withheld or delayed) at Seller's expense. Purchaser, at Seller's
               expense, shall provide reasonable cooperation in connection with
               such defense. In the event that Seller desires to compromise or
               settle any such claim, Purchaser shall have the right to consent
               to such settlement or compromise; provided, however, that if such
               compromise or settlement is for money damages only and will
               include a full release and discharge of Purchaser, and Purchaser
               withholds its consent to such compromise or settlement, Purchaser
               and Seller agree that (i) Seller's liability shall be limited to
               the amount of the proposed settlement and upon payment of such
               sum to Purchaser Seller shall thereupon be relieved of any
               further liability with respect to such claim, and (ii) from and
               after such date, Purchaser will undertake all legal costs and
               expenses in connection with any such claim. If Seller fails to
               defend any claim within a reasonable time, Purchaser shall be
               entitled to assume the defense thereof, and Seller shall be
               liable to Purchaser for its expenses reasonably incurred,
               including attorneys' fees and payment of any settlement amount or
               judgment.

          (c)  As security for the indemnities set out in subparagraphs 14(a)
               and 14(b), Seller shall deposit in escrow with the Bank of
               America, NT&SA ("Escrow Agent") at the Closing the sum of One
               Million Dollars ($1,000,000) to be invested by the Escrow Agent
               from time to time in accordance with 

                                       32
<PAGE>
 
               the instructions of the Seller. From time to time, on not less
               than ten (10) days notice to Seller given at any time prior to
               two (2) years after the Closing Date, the Escrow Agent, at the
               application of the Purchaser, will apply all or any part of such
               sum to pay or provide for the payment of any item due Purchaser
               pursuant to paragraph 14(a); provided, however, that if, within
               such ten-day period, the Escrow Agent and the Purchaser shall
               receive notice from Seller or its representative questioning the
               propriety of any such proposed obligation, the Escrow Agent shall
               withhold payment until the claim is settled or adjudicated
               between Seller and Purchaser. Two (2) years after the Closing
               Date, such part, if any, of the sums then held by the Escrow
               Agent under this subparagraph as to which no notice shall have
               been given by Purchaser, shall be repaid to the Seller. If
               requested by Purchaser, the Seller will deliver to Purchaser and
               to Escrow Agent an agreement of indemnity in form satisfactory to
               Purchaser's counsel and to the Escrow Agent.

          (d)  Purchaser hereby agrees to indemnify and hold Seller and its
               successors and assigns harmless from and against:

               (i)  Claims, liabilities and obligations arising from the
                    operation of the Stations on or after the Closing Date (or,
                    if applicable, the TBA Date), including claims arising or
                    required to be performed on or after the Closing Date (or,
                    if applicable, the TBA Date) under any contract or
                    instrument assumed by Purchaser hereunder; and
 
               (ii) Any and all damage or deficiency resulting from a material
                    misrepresentation, breach of warranty or nonfulfillment of
                    any agreement or obligation, assumed or required to be
                    assumed by Purchaser under this Agreement, or 

                                       33
<PAGE>
 
                    from a material misrepresentation in or omission from any
                    certificate or other instrument furnished to Purchaser
                    pursuant to this Agreement, or in connection with any of the
                    transactions contemplated hereby; and

               (iii)Any and all actions, suits, proceedings, damages,
                    assessments, judgments, costs and expenses, including
                    reasonable attorneys' fees, incurred by Seller as a result
                    of Purchaser's failure or refusal to defend or compromise
                    any claim incident to the foregoing provisions.

          (e)  Notwithstanding the foregoing, Purchaser shall not be required to
               indemnify Seller under the foregoing clauses (i), (ii), or (iii)
               as to any claim asserted after two (2) years following the
               Closing Date, and unless the aggregate amount owed by Purchaser
               to Seller pursuant to the foregoing clauses (i), (ii), and (iii)
               exceeds One Hundred Thousand Dollars ($100,000), in which event
               Purchaser shall be required to indemnify Seller for the entire
               amount owed.

          (f)  If any claim covered by the foregoing indemnity is asserted
               against Seller by a third party, Seller shall notify Purchaser
               promptly and give Purchaser an opportunity to defend the same
               with counsel of Purchaser's choice (subject to the approval of
               Seller, not to be unreasonably withheld or delayed) at
               Purchaser's expense.  Seller, at Purchaser's expense, shall
               provide reasonable cooperation in connection with such defense.
               In the event that Purchaser desires to compromise or settle any
               such claim and such compromise will adversely affect Seller,
               Seller shall have the right to consent to such settlement or
               compromise; provided, however, that if such compromise or
               settlement is for money damages only and will include a full
               release and discharge of Seller, and Seller withholds its consent
               to such 

                                       34
<PAGE>
 
               compromise or settlement, Purchaser and Seller agree that (i)
               Purchaser's liability shall be limited to the amount of the
               proposed settlement and upon payment of such sum to Seller
               Purchaser shall thereupon be relieved of any further liability
               with respect to such claim, and (ii) from and after such date,
               Seller will undertake all legal costs and expenses in connection
               with any such claims. If Purchaser fails to defend any claim
               within a reasonable time, Seller shall be entitled to assume the
               defense thereof, and Purchaser shall be liable to Seller for its
               expenses reasonably incurred, including attorneys' fees and
               payment of any settlement amount of judgment.

          (g)  In the event either party shall default in its obligations
               hereunder, such party shall have a period not to exceed fifteen
               (15) days after notice thereof by the other party in which to
               cure said default.

     15.  BROKER'S FEE.
          ------------ 

          Seller and Purchaser represent that the only broker involved in the
          transactions contemplated hereby is Star Media Group, Inc.
          representing Seller.  Purchaser and Seller shall be solely liable for
          all fees, commissions or charges owing to their respective brokers.
          Except as hereinabove provided, each party represents and warrants to
          the other that it has not retained, and is not obligated to, any
          person or entity for brokerage, finder's fees or commissions or other
          similar charges resulting from or arising out of the transactions
          contemplated in this Agreement, and each party hereby indemnifies and
          holds the other party harmless from payment of any such fees,
          commissions or charges.

                                       35
<PAGE>
 
     16.  COVENANT NOT TO COMPETE.
          ----------------------- 

          (a)  Seller covenants and agrees that for a period of two (2) years
               after the Closing Date (or such period as allowed by law if less
               than two years), it will not, directly or indirectly, own, engage
               in, manage, operate, control or participate in the ownership,
               management, operation or control of, or be connected as a
               stockholder, director, officer, agency, partner, joint venturer,
               consultant or otherwise with, any radio broadcast station located
               in the Metro Rating Area for San Francisco, California, as that
               area is defined by Arbitron Rating Company. Notwithstanding the
               foregoing, ownership by Seller of not more than five percent (5%)
               of the stock of a company whose shares are publicly traded shall
               not constitute a breach of terms of this Section 16.

          (b)  Seller further covenants and agrees that for a period of one year
               after the Closing Date Seller will not hire without Purchaser's
               consent, which consent shall not be unreasonably withheld, or
               solicit for employment any former employee of Seller who was
               offered employment by Purchaser and who either (i) declined to
               accept such employment or (ii) became an employee of Purchaser
               and thereafter voluntarily terminated such employment.

          (c)  Seller and Purchaser agree that in the event Seller commits a
               breach of any of the provisions of this Section 16, Purchaser
               shall have the right and remedy to have the provisions of this
               Section 16 specifically enforced by any court having
               jurisdiction, it being acknowledged and agreed that any such
               breach will cause immediate irreparable injury to Purchaser and
               that money damages will not provide an adequate remedy at law for
               any such breach or threatened breach.  Such right and remedy
               shall be in addition to, and not in lieu of, any other rights and
               remedies including damages available to Purchaser or in equity.

                                       36
<PAGE>
 
          (d)  If any of the provisions of or covenants contained in this
               Section 16 are hereafter construed to be wholly or to any extent
               invalid or unenforceable in any jurisdiction, the same shall be
               deemed automatically modified to the minimum extent necessary to
               make such provision or covenant enforceable, and the same shall
               not affect the remainder of the provisions to the extent not
               invalid or unenforceable in such jurisdiction or the
               enforceability thereof without limitation in any other
               jurisdiction.

     17.  SELLER'S PERFORMANCE AT CLOSING.
          ------------------------------- 

          At the closing hereunder, Seller shall:

          (a)  Deliver to Purchaser an executed General Conveyance, Bill of
               Sale, Assignment and Assumption, substantially in the form of
               EXHIBIT "I" hereto, which General Conveyance, Bill of Sale,
               Assignment and Assumption shall include, but not be limited to,
               an assignment to Purchaser of (i) the licenses and all other
               authorizations listed on EXHIBIT "A," used in the operation of
               the Stations, transferring the same to Purchaser, (ii) good and
               marketable title to all tangible personal property described on
               EXHIBIT "B" hereof (subject to changes in the ordinary course of
               business since the date hereof), (iii) the contracts, leases and
               agreements described on EXHIBIT "C" hereof, (iv) the copyrights
               and service marks listed on EXHIBIT "E" hereof, and (v) all
               right, title and interest of Seller in and to the intangible
               assets, free and clear of all mortgages, liens, attachments,
               conditional sales  contracts, claims or encumbrances of any kind
               except liens for ad valorem taxes not yet due and payable.
                                -- -------                               

          (b)  Deliver to Purchaser at the Stations the files, records and logs
               referred to in Section 1(f) hereof.

                                       37
<PAGE>
 
          (c)  Deliver to Purchaser a certified copy of the resolutions of the
               Board of Directors of Seller authorizing the execution of this
               Agreement and the consummation of the transactions described
               herein.

          (d)  Deliver to Purchaser the written opinion of Sandler & Rosen,
               dated as of the Closing Date, pursuant to the provisions of this
               Agreement.

          (e)  Deliver to Purchaser the written opinion of Reed Smith Shaw &
               McClay, dated as of the Closing Date, pursuant to the provisions
               of this Agreement.

          (f)  Deliver to Purchaser a certificate signed by a duly authorized
               officer of Seller and dated as of the Closing Date to the effect
               that all representations and warranties set forth in this
               Agreement shall be true and correct as of and as if made on the
               Closing Date and that, to Seller's knowledge, no event of default
               shall have occurred and be continuing on the Closing Date which,
               with lapse of time or giving of notice, or both, would constitute
               a default by Seller under this Agreement.

          (g)  Deliver to Purchaser Uniform Commercial Code lien searches from
               San Francisco County, California and the California Secretary of
               State dated as of a date not more than five (5) days prior to the
               Closing Date and showing no Uniform Commercial Code, judgment,
               tax or other lien filings against the Purchased Assets, other
               than security interest or other filings which will be released at
               closing.

          (h)  Deliver to Purchaser such other instruments and documents as may
               be reasonably requested by Purchaser to effectuate the
               transactions contemplated hereby.

                                       38
<PAGE>
 
     18.  PURCHASER'S PERFORMANCE AT CLOSING.
          ---------------------------------- 

          At the closing hereunder, Purchaser shall:

          (a)  Pay by wiring immediately available funds the monies payable at
               the closing.

          (b)  Deliver to Seller an executed counterpart or the General
               Conveyance, Bill of Sale, Assignment and Assumption substantially
               in the form of EXHIBIT "I" hereto, and such other instruments as
               Seller may reasonably require evidencing Purchaser's assumption
               and agreement to perform all of the contracts and agreements
               assigned to it hereunder and evidencing Purchaser's acceptance
               and conveyance of title to the personal property and other assets
               assigned and conveyed to it hereunder.

          (c)  Deliver to Seller a certified copy of the resolutions of
               Purchaser's Board of Directors authorizing the execution of this
               Agreement and the consummation of the transactions described
               herein.

          (d)  Deliver to Seller the written opinion of Latham & Watkins dated
               as of the Closing Date, pursuant to the provisions of this
               Agreement.

          (e)  Deliver to Seller a certificate signed by a duly authorized
               officer of Purchaser and dated as of the Closing Date to the
               effect that all representations and warranties set forth in this
               Agreement shall be true as of and as if made on the Closing Date
               and that, to Purchaser's knowledge, no event of default shall
               have occurred and be continuing on the Closing Date which, with
               lapse of time or giving of notice, or both, would constitute a
               default by Purchaser under this Agreement.

                                       39
<PAGE>
 
          (f)  Deliver to Seller such other instruments and documents as may be
               reasonably requested by Seller to effectuate the transactions
               contemplated hereby.

     19.  EVENTS OF TERMINATION; DISBURSEMENT OF DEPOSIT.
          ---------------------------------------------- 

          (a)  Failure to Close without Fault.  In the event that (i) each of
               ------------------------------                                
               the parties hereto shall have satisfied in full all of the
               obligations of such party under this Agreement which were to have
               been satisfied by such party prior to the Closing Date and shall
               not have breached any representation, warranty, covenant or
               agreement of such party contained in this Agreement, but (ii) the
               closing shall nevertheless fail to take place (without any fault
               on the part of any party) prior to the Termination Date because
               one or more conditions to the closing in Sections 7, 8, 9 and 10
               hereof shall not have been satisfied or waived, this Agreement
               shall terminate, and the Deposit, together with any interest
               earned thereon, shall be returned to Purchaser.

          (b)  RETENTION OF DEPOSIT IN ESCROW IF PURCHASER DEFAULTS.  If the
               ----------------------------------------------------         
               conditions to closing specified in sections 9(a) and 10 hereof
               shall have been satisfied and either (i) Purchaser shall default
               in the performance of any of its material obligations or
               materially breach any of its representations, warranties,
               covenants or agreements hereunder and Seller shall have performed
               all of its material obligations and shall not have materially
               breached any of its representations, warranties, covenants or
               agreements hereunder, or (ii) (1) pursuant to the terms of this
               Agreement, Purchaser shall be obligated to purchase the assets
               and properties hereunder, (2) SELLER shall have duly satisfied
               each of the conditions of section 7 above to be satisfied by it
               (or, in the case of any such condition which is to be satisfied
               at the Closing,

                                       40
<PAGE>
 
               shall have demonstrated a willingness and ability to satisfy such
               condition in the event the Closing were to take place), except to
               the extent that any failure to satisfy such condition was caused
               in any material respect by Purchaser, and (3) Purchaser shall
               nevertheless fail to purchase the assets and properties in
               accordance herewith, Seller shall have the right to terminate
               this Agreement, upon written notice to Purchaser (the
               "Termination Notice") and assert a claim against Purchaser for
               damages sustained by reason thereof, (the "Claims") in which
               event the Deposit, but not the interest earned thereon, shall be
               retained in escrow until Seller's claim has been adjudicated or
               resolved between the parties.  If a final judgment is entered in
               favor of Seller in any action brought by Seller based on
               Purchaser's breach of this Agreement, the Deposit, with interest
               earned, or so much thereof as may be required to satisfy such
               judgment, shall be disbursed to Seller to be applied to satisfy
               such judgment; and the balance, if any, shall be returned to
               Purchaser.  Should Seller fail to file an action to enforce its
               claim against Purchaser for damages sustained by reason of
               Purchaser's breach of the Agreement within six (6) months from
               the date of Seller's notice terminating the Agreement as
               hereinabove provided, the deposit shall be returned to Purchaser.

          (c)  Return of Deposit to Purchaser.  If the conditions to closing
               ------------------------------                               
               specified in Sections 9(a) and 10 hereof shall have been
               satisfied and either (i) Seller shall default in the performance
               of its material obligations or materially breach any of its
               representations, warranties, covenants or agreements hereunder
               and Purchaser shall have performed all of its material
               obligations and shall not have materially breached any of its
               representations, warranties, covenants or agreements hereunder,
               or (ii) (1) pursuant to the terms of this Agreement, Seller shall
               be obligated 

                                       41
<PAGE>
 
               to sell the assets and properties hereunder to Purchaser, (2)
               Purchaser shall have duly satisfied each of the conditions of
               Section 8 above to be satisfied by it (or, in the case of any
               such condition which is to be satisfied at the closing, shall
               have demonstrated a willingness and ability to satisfy such
               condition in the event the closing were to take place), except to
               the extent that any failure to satisfy such condition was caused
               in any material respect by Seller, and (3) Seller shall
               nevertheless fail to sell the assets and properties to Purchaser
               in accordance herewith, Purchaser shall have the right to
               terminate this Agreement, upon written notice to Seller, and the
               Deposit, together with any interest earned thereon, shall
               forthwith be returned to Purchaser.

          (d)  Mutual Agreement.  This Agreement may be terminated at any time
               ----------------                                               
               by mutual agreement of Seller and Purchaser, in writing, and the
               Deposit, together with any interest earned thereon, shall be
               delivered in accordance with the mutual agreement of the parties.

     20.  SPECIFIC PERFORMANCE.
          -------------------- 

          The parties recognize that if Seller refuses to close as and when
          required under the provisions of this Agreement, monetary damages will
          not be adequate to compensate Purchaser for its injury.  Purchaser
          shall therefore be entitled, in addition to a right to collect money
          damages, to obtain specific performance of the terms of this
          Agreement.  If any action is brought by Purchaser to enforce this
          Agreement, Seller shall waive the defense that there is an adequate
          remedy at law.

     21.  RISK OF LOSS.
          ------------ 

          The risk of loss or damage to the Assets shall be upon Purchaser at
          all times prior to Closing.  In the event of loss or damage, it shall
          be Purchaser's duty to 

                                       42
<PAGE>
 
          repair, replace and restore the lost or damaged property to its former
          condition; provided, however, that Seller shall turn over to Purchaser
          the proceeds, if any, of any insurance covering such loss or damage.

     22.  PROFESSIONAL FEES.
          ----------------- 

          In the event of the bringing of an action or suit by a party hereto
          against the other party by reason of any breach of any of the
          covenants, agreements, or provisions on the part of the other party
          arising out of this Agreement, then, in that event, the prevailing
          party shall be entitled to have and recover of and from the other
          party, all costs and expenses of the action or suit, including actual
          attorney's fees, accounting and engineering fees, and any other
          professional fees resulting therefrom.

     23.  ASSET ACQUISITION STATEMENT.
          --------------------------- 

          The parties shall each file Internal Revenue Service Form 8594 in a
          timely manner after the Closing Date and in accordance with the
          purchase price allocation determined in accordance with Section 2(a)
          hereof.

     24.  EXHIBITS AND SCHEDULES.
          ---------------------- 

          All exhibits and schedules attached to this Agreement shall be deemed
          part of this Agreement and incorporated herein as if fully set forth
          herein.

     25.  ASSIGNMENTS; SUCCESSORS AND ASSIGNS.
          ----------------------------------- 

          This Agreement shall not be assignable by either party without the
          consent of the other party.  This Agreement shall be binding upon and
          shall inure to the benefit of the parties hereto, their successors and
          permitted assigns.

                                       43
<PAGE>
 
     26.  CONSTRUCTION.
          ------------ 

          This Agreement shall be construed and enforced in accordance with the
          laws of the State of California, excluding the choice of law rules
          thereof.

     27.  COUNTERPARTS.
          ------------ 

          This Agreement may be executed simultaneously in any number of
          counterparts, each of which shall be deemed an original, but all of
          which shall constitute one and the same instrument.

     28.  NOTICES.
          ------- 

          All notices, requests, demands and other communications required or
          permitted under this Agreement shall be in writing (which shall
          include notice by telex or facsimile transmission) and shall be deemed
          to have been duly made and received when personally served, or when
          delivered by Federal Express or a similar overnight courier service,
          expenses prepaid, or, if sent by telex, graphic scanning or other
          facsimile communications equipment, delivered by such equipment,
          addressed as set forth below:

          (a)  If to Purchaser, then to:

               Evergreen Media Corporation
               433 East Las Colinas Boulevard, Suite 1140
               Irving, Texas 75039
               Attention: Scott K. Ginsburg
               Telecopier No.: (214) 869-8095

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

               Latham and Watkins
               1001 Pennsylvania Avenue N.W., Suite 1200
               Washington, D.C. 20004-2505
               Attention: Eric L. Bernthal
               Telecopier No.: (202) 637-2201

                                       44
<PAGE>
 
          (b)  If to Seller, then to:

               THE BROWN ORGANIZATION
               5700 Wilshire Boulevard, Suite 480
               Los Angeles, California 90036
               Attention: Mr. Michael J. Brown
               Telecopier No.: (213) 954-8940

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

               Sandler & Rosen
               1801 Avenue of the Stars
               Suite 510 Gateway West
               Los Angeles, California 90067
               Attention: Raymond C. Sandler, Esq.
               Telecopier No.: (310) 277-5954

               Any party may alter the address to which communications are to be
               sent by giving notice of such change of address in conformity
               with the provisions of this Section providing for the giving of
               notice.

     29.  ADDITIONAL DOCUMENTS.
          -------------------- 

          Prior to, on or subsequent to the Closing Date, each party to this
          Agreement shall, at the request of the other, furnish, execute and
          deliver such documents and instruments as the requesting party shall
          reasonably require as necessary or desirable to implement and
          consummate the transactions contemplated hereunder.

     30.  PARAGRAPH HEADINGS.
          ------------------ 

          Paragraph headings herein have been inserted for reference only and
          shall not be deemed to limit or otherwise affect, in any manner, or be
          deemed to interpret, in whole or part, any of the terms or provisions
          of this Agreement.

                                       45
<PAGE>
 
     31.  ENTIRE AGREEMENT.
          ---------------- 

          This Agreement, together with the Exhibits and Schedules attached
          hereto, contains all of the terms agreed upon by the parties with
          respect to the subject matter hereof and supersedes all prior
          agreements and understandings between the parties and may not be
          changed or terminated orally.  No attempted change, termination or
          waiver of any of the provisions hereof shall be binding unless in
          writing and signed by the party against whom the same is sought to be
          enforced.

     32.  EXPENSES.
          -------- 

          Except as otherwise expressly provided in this Agreement, each party
          shall bear its own legal, accounting and other expenses in connection
          with the negotiation, preparation and consummation of this Agreement
          and the transactions contemplated hereby.

     33.  ATTORNEYS' FEES.
          --------------- 

          In the event of a dispute between or among any of the parties hereto
          arising out of or related to this Agreement or the interpretation or
          enforcement of this Agreement, the prevailing party or parties shall
          be entitled to recover reasonable attorneys' fees, costs and expenses
          from the other party or parties.

     34.  CONFIDENTIALITY.
          --------------- 

          Except as necessary for the consummation of the transactions
          contemplated hereby, each party hereto will keep confidential any
          information which is obtained from the other party in connection with
          the transactions contemplated hereby and which is not readily
          available to members of the general public, and will not use such
          information for any purpose other than in furtherance of the
          transactions contemplated hereby. In the event this Agreement is
          terminated and the purchase and sale contemplated hereby abandoned,
          each party will return to the other party all documents, work papers
          and other written material obtained by it in connection with the
          transactions contemplated hereby.

                                       46
<PAGE>
 
     35.  TIME BROKERAGE AGREEMENT.
          ------------------------ 

          Simultaneously with the execution of this Agreement, Seller and
          Purchaser agree to enter into a Time Brokerage Agreement (the "TBA"),
          consistent with FCC rules and regulations, effective as of the first
          day of the month immediately following the termination or expiration
          of the waiting period under the HSR Act and continuing for the period
          prior to the Closing Date, providing for the operation of the Stations
          by Purchaser.  If the parties enter into the TBA, neither party shall
          have any claim or right, including, without limitation, any right to
          terminate this Agreement, due to the inaccuracy of any representation
          or warranty, the breach of any covenant, or the failure of any
          condition resulting from the operation of the Stations by Purchaser
          under the TBA.

     IN WITNESS WHEREOF, the parties hereto have hereunto set their respective
     hands and seals as of the day and year first above written.

                         PURCHASER:

                         EVERGREEN MEDIA CORPORATION
                         OF LOS ANGELES



                         By:___________________________

                         Title:________________________



                         SELLER:

                         THE BROWN ORGANIZATION



                         By:___________________________

                         Title:________________________

                                       47
<PAGE>
 
                         LIST OF EXHIBITS AND SCHEDULES
                         ------------------------------



Exhibit A:          FCC Licenses and Authorization

Exhibit B:          Assets Other Than Real Property

Exhibit C:          Contracts, Leases and Agreements

Exhibit C-1:        Contracts and Leases for which Consents to Transfer are
                    required per Paragraph 7(g)

Exhibit D:          Trade Deals

Exhibit E:          Copyrights and Service Marks

Exhibit F:          Escrow Agreement

Exhibit G:          Required Consents

Exhibit H:          Form of FCC Counsel Opinion

Exhibit I:          General Conveyance, Bill of Sale,
                    Assignment and Assumption

Schedule 1:         Financial Statements

Schedule 2:         Employees

