STOCK PURCHASE AGREEMENT

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     THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 1, 1996,

between NASSAU BROADCASTING PARTNERS, L.P., a Delaware limited partnership, with

an address at 600 Alexander Road, Building Two, Princeton, New Jersey 08540

("Purchaser"), and Joseph E. Buckelew, an individual with an address at 120

Adelaide Place, Lakewood, New Jersey; Jean M. Kvistad, an individual with an

address at 1800 So. Ocean Boulevard, Apt. 9F, Boca Raton, Florida; Steven V.

Lane, an individual with an address at 5380 N. Ocean, Sugar Island, Florida;

Edward Levy, an individual with an address at 1220 Georgian Terrace, Lakewood,

New Jersey; and Roy G. Simmons, an individual with an address at 511 Clinton

Avenue, Toms River, New Jersey (collectively, "Sellers").



                               STATEMENT OF FACTS

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     1. Sellers are the sole owners of all of the issued and outstanding shares

of the capital stock (the "Shares") of North Shore Broadcasting Corp., a New

Jersey corporation ("North Shore"), and Seashore Broadcasting Corp., a New

Jersey corporation ("Seashore," together with North Shore, the "Companies"), as

follows:



                                 Shares                   Shares

                                 North Shore              Seashore

                                 -----------              --------



Buckelew                            3                      20

Kvistad                             3                      20

Lane                                3                      20

Levy                                3                      20

Simmons                             3                      20

                                   --                      --

TOTAL                              15                     100



     2. The Companies are the licensees and operators of radio stations WOBM-AM,

licensed to Lakewood, New Jersey, and WOBM-FM, licensed to Toms River, New

Jersey (the "Stations").



     3. Simultaneously with the execution of this Agreement, the Companies and

Purchaser have entered into a Time Brokerage Agreement, attached hereto as

Exhibit A (the "TBA"), pursuant to which Purchaser will provide over the air

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program services using the facilities of the Stations, commencing July 1, 1996,

on the terms. and conditions contained therein.



     WHEREAS, subject to the consent of the Federal Communications Commission

(the "FCC"), Sellers desire to sell the Shares to Purchaser, and Purchaser

desires to purchase the Shares from Sellers, all on the terms and conditions

herein contained.



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<PAGE>



     NOW THEREFORE, in consideration of the promises, mutual covenants and

agreements contained herein, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:



     1. PURCHASE AND SALE OF STOCK.

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     On the Closing Date (as hereinafter defined) subject to the terms and

conditions of this Agreement, Sellers shall sell to Purchaser, and Purchaser

shall purchase from Sellers, all right, title and interest, legal or equitable,

in and to all of the Shares.



     2. PURCHASE PRICE AND PAYMENT

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        (a) Purchase Price. In full consideration of the sale of the Shares by

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Sellers to Purchaser, Purchaser shall pay to Sellers the sum of TWENTY-ONE

M1LLION DOLLARS ($21,000,000) (the "Purchase Price"), subject to adjustment in

accordance with 2(c)(ii) and (iii). Sellers acknowledge and agree that Purchaser

shall pay all amounts due to Sellers hereunder as directed by the Sellers.

Purchaser shall have no liability whatsoever to the Sellers individually for the

failure of any of Sellers to distribute amounts paid by Purchaser to the other

Sellers.



        (b) Method of Payment of Purchase Price. The Purchase Price shall be

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paid as follows:



            (i)  Contract Deposit. Upon execution of this Agreement, Purchaser

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shall deliver to Sellers one or more certified or cashier's checks or wire

transfers payable as directed by Sellers in the aggregate amount of Two Million

Dollars ($2,000,000) (the "Contract Deposit").



            (ii) Fixed Stow Payments. Purchaser shall pay Fixed Stow Payments to

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Sellers as set forth below:



                 (1) $83,333.33 per month from July 1, 1996 until June 30, 1997;



                 (2) $91,667.67 per month from July 1, 1997 until June 30, 1998;



                 (3) $100,000 per month from July 1, 1998 until June 30, 1999;

                     and



                 (4) $108,333.33 per month from July 1, 1999 until June 30,

                     2000.



     These payments shall be referred to collectively as "The Fixed Stow

Payments" and shall be made by Purchaser pursuant to the terms of this

Agreement. One-half of the Fixed Stow Payments shall be paid on the fifteenth

(15th) of every month and one-half of the Fixed



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<PAGE>



Stow Payments by the thirtieth (30th) of each month, with the first Fixed Stow

Payment to be made on July 15,1996.



     In the event that the Fixed Stow Payments are not paid by Purchaser on the

due date as set forth in this section, and within sixty (60) days after written

notice is provided to Purchaser specifying the event of default that if not

cured would constitute an event of default and specifying the actions necessary

to cure within such period, the Sellers may declare a default pursuant to

Section 11(b) of this Agreement.



             (iii) Balance. On the Closing Date (as hereinafter defined),

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Purchaser shall deliver to Sellers one or more certified or cashier's checks or

wire transfers payable as directed by Sellers in the aggregate amount of

Fourteen Million Dollars ($14,000,000).

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