ASSET PURCHASE AGREEMENT

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     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of February 29,

2000 among Clear Channel Broadcasting, Inc., a Nevada corporation ("CCB"), Clear

Channel Broadcasting Licenses, Inc., a Nevada corporation ("CCBL") (CCB and

CCBL, collectively, "Seller"), and Nassau Broadcasting Partners, L.P., a

Delaware limited partnership ("Buyer").



                                   Recitals

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     A.   Seller owns and operates the following radio broadcast stations

(collectively, the "Stations") pursuant to certain authorizations issued by the

Federal Communications Commission (the "FCC"):



                        WEEX (AM), Easton, Pennsylvania

                        WODE-FM, Easton, Pennsylvania



     B.   Subject to the terms and conditions set forth herein, Buyer desires to

acquire the Station Assets (defined below).



     C.   Clear Channel Communications, Inc. (Seller's parent), CCU Merger Sub,

Inc. and AMFM Inc. are parties to an Agreement and Plan of Merger dated October

2, 1999 (the "AMFM Agreement").



                                   Agreement

                                   ---------



     NOW, THEREFORE, taking the foregoing into account, and in consideration of

the mutual covenants and agreements set forth herein, the parties, intending to

be legally bound, hereby agree as follows:



ARTICLE 1: PURCHASE OF ASSETS

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     1.1. Station Assets. On the terms and subject to the conditions hereof, on

the Closing Date (defined below), Seller shall sell, assign, transfer, convey

and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of

the right, title and interest of Seller in and to all of the assets, properties,

interests and rights of Seller of whatsoever kind and nature, real and personal,

tangible and intangible, which are used exclusively in the operation of the

Stations and specifically described in this Section 1.1, but excluding the

Excluded Assets as hereafter defined (the "Station Assets"):



          (a)  all licenses, permits and other authorizations which are issued

to Seller by the FCC with respect to the Stations (the "FCC Licenses") and

described on Schedule 1.l(a), including any renewals or modifications thereof

between the date hereof and Closing;



<PAGE>



          (b)  all equipment, electrical devices, antennae, cables, tools,

hardware, office furniture and fixtures, office materials and supplies,

inventory, motor vehicles, spare parts and other tangible personal property of

every kind and description which are used exclusively in the operation of the

Stations and listed on Schedule 1.1(b), except any retirements or dispositions

thereof made between the date hereof and Closing in the ordinary course of

business and consistent with past practices of Seller (the "Tangible Personal

Property");



          (c)  all Time Sales Agreements and Trade Agreements (both defined in

Section 2.1), Real Property Leases (defined in Section 7.7), and other

contracts, agreements, and leases which are used in the operation of the

Stations and listed on Schedule 1.1(c), together with all contracts,

agreements, and leases made between the date hereof and Closing in the ordinary

course of business that are used in the operation of the Stations (the "Station

Contracts");



          (d)  all of Seller's rights in and to the Stations' call letters and

Seller's rights in and to the trademarks, trade names, service marks,

franchises, copyrights, computer software, programs and programming material,

jingles, slogans, logos, and other intangible property which are used

exclusively in the operation of the Stations and listed on Schedule 1.1(d)

(the "Intangible Property");



          (e)  Seller's rights in and to all the files, documents, records, and

books of account (or copies thereof) relating exclusively to the operation of

the Stations, including the Stations' local public files, programming

information and studies, blueprints, technical information and engineering data,

advertising studies, marketing and demographic data, sales correspondence, lists

of advertisers, credit and sales reports, and logs, but excluding records

relating to Excluded Assets (defined below); and



          (f)  any real property which is used exclusively in the operation of

the Stations (including any of Seller's appurtenant easements and improvements

located thereon) and described on Schedule 1.1(f) (the "Real Property").



          The Station Assets shall be transferred to Buyer free and clear of

liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations

(defined in Section 2.1), (ii) liens for taxes not yet due and payable and for

which Buyer receives a credit pursuant to Section 3.3, (iii) such liens,

easements, rights of way, building and use restrictions, exceptions,

reservations and limitations that do not in any material respect detract from

the value of the property subject thereto or impair the use thereof in the

ordinary course of the business of the Stations, and (iv) any items listed on

Schedule 1.1(b) (collectively, "Permitted Liens").



     1.2.  Excluded Assets. Notwithstanding anything to the contrary contained

herein, the Station Assets shall not include the following assets along with all

rights, title and interest therein (the "Excluded Assets"):



                                      -2-

<PAGE>



          (a)  all cash and cash equivalents of Seller, including without

limitation certificates of deposit, commercial paper, treasury bills, marketable

securities, asset or money market accounts and all such similar accounts or

investments;



          (b)  all accounts receivable or notes receivable arising in the

operation of the Stations prior to Closing;



          (c)  all tangible and intangible personal property of Seller disposed

of or consumed in the ordinary course of business of Seller between the date of

this Agreement and Closing;



          (d)  all Station Contracts that terminate or expire prior to Closing

in the ordinary course of business of Seller;



          (e)  Seller's name, corporate minute books, charter documents,

corporate stock record books and such other books and records as pertain to the

organization, existence or share capitalization of Seller, duplicate copies of

the records of the Stations, and all records not relating exclusively to the

operation of the Stations;



          (f)  contracts of insurance, and all insurance proceeds or claims made

thereunder;



          (g)  except as provided in Section 10.4, all pension, profit sharing

or cash or deferred (Section 401(k)) plans and trusts and the assets thereof and

any other employee benefit plan or arrangement and the assets thereof, if any,

maintained by Seller; and



          (h)  all rights, properties and assets described on Schedule 1.2(h),

and all rights, properties and assets not specifically described in Section

1.1.



ARTICLE 2: ASSUMPTION OF OBLIGATIONS

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     2.1.  Assumed Obligations. On the Closing Date, Buyer shall assume the

obligations of Seller (the "Assumed Obligations") arising after Closing under

the Station Contracts, including without limitation all agreements for the sale

of advertising time on the Stations for cash in the ordinary course of business

("Time Sales Agreements") and all agreements for the sale of advertising time on

the Stations for non-cash consideration ("Trade Agreements").



     2.2.  Retained Obligations. Buyer does not assume or agree to discharge or

perform and will not be deemed by reason of the execution and delivery of this

Agreement or any agreement, instrument or document delivered pursuant to or in

connection with this Agreement or otherwise by reason of the consummation of

the transactions contemplated hereby, to have assumed or to have agreed to

discharge or perform, any liabilities, obligations or commitments of Seller of

any nature whatsoever whether accrued, absolute, contingent or otherwise and



                                      -3-

<PAGE>



whether or not disclosed to Buyer, other than the Assumed Obligations (the

"Retained Obligations").



ARTICLE 3: PURCHASE PRICE

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     3.1.  Purchase Price. In consideration for the sale of the Station Assets

to Buyer, in addition to the assumption of the Assumed Obligations, Buyer shall

at Closing (defined below) deliver to Seller by wire transfer of immediately

available funds, Thirty Million Dollars ($30,000,000) subject to adjustment

pursuant to Section 3.3 (the "Purchase Price").



     3.2.  Deposit. On the date of this Agreement, Buyer shall deposit an amount

equal to 20% of the Purchase Price (the "Deposit") with NationsBank/Bank of

America (the "Escrow Agent") pursuant to the Escrow Agreement (the "Escrow

Agreement") of even date herewith among Buyer, Seller and the Escrow Agent. At

Closing, the Deposit shall be applied to the Purchase Price and any interest

accrued thereon shall be disbursed to Buyer. If this Agreement is terminated by

Seller due to Buyer's failure to consummate the Closing on the Closing Date or

if this Agreement is otherwise terminated by Seller pursuant to Section

16.1(c), the Deposit and any interest accrued thereon shall be disbursed to

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