ASSET PURCHASE AGREEMENT



         THIS AGREEMENT is made and entered into this 21st day of January, 1999

between MULTICULTURAL RADIO BROADCASTING, INC., a New Jersey corporation

("Seller") and NASSAU BROADCASTING PARTNERS, L.P., a Delaware limited

partnership ("Buyer").



                               STATEMENT OF FACTS



      1.          Seller is the licensee and operator of radio station WJHR-AM,

licensed to Flemington, New Jersey (the "Station").



      2.          Subject to the consent of the Federal Communications

Commission ("FCC"), Buyer desires to acquire the Station, and all of the assets,

leases, contracts, agreements, licenses, and other property used or useful in

the operation of the Station, with certain exceptions as provided herein, and

the Seller desires to transfer such assets to Buyer.



      NOW, THEREFORE, in consideration of the mutual covenants contained herein,

the parties intending to be legally bound hereby, agree as follows:



1 .      SALE AND TRANSFER OF ASSETS.



         At the Closing, Seller will sell, assign, transfer and deliver to Buyer

the following:



         1.1      ASSETS TO BE TRANSFERRED. Subject to the terms and conditions

of this Agreement, on the Closing Date (as defined in Section 10.1), Seller

shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall

purchase and accept, all of the business, rights, properties and assets, real

and personal, tangible and intangible, of every type and description owned by

Seller and used or held for use in connection with the business and operations

of the Station together with all rights and privileges associated with such

assets and business of the Station, except for Excluded Assets (as defined in

Section 1.2) (collectively, the "Assets"). Without limiting the foregoing, the

Assets shall include the following:



                  1.1 (a) LICENSES AND AUTHORIZATIONS. Subject to prior FCC

consent, all of the FCC authorizations issued to the Seller, as listed and

described in SCHEDULE 1.1(a) with respect to the Station and their auxiliaries,

including without limitation, all rights in and to the call letters WJHR-AM and

any variations thereof, to the extent that they can be conveyed, and all

applications therefor, together with any renewals, extensions or modifications

thereof and additions thereto or applications filed between the date hereof and

the Closing Date (collectively, "Licenses"). All of Seller's interest in the

Licenses will be assigned to Buyer as hereinafter provided;





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                  1.1(b) TANGIBLE PERSONAL PROPERTY. All equipment, electrical

devices, antennas, cables, vehicles, furniture, fixtures, towers, office

materials and supplies, hardware, tools, spare parts, records, tapes, discs,

carts and other tangible personal property of every kind and description owned

by Seller and used or held for use (including those not in operating condition)

in connection with the business and operations of-the Station on the Closing

Date, including without limitation those listed and described on SCHEDULE 1.1(b)

attached hereto or any replacements thereafter acquired prior to the Closing

Date (except as may be consumed in the ordinary course of business) and

including all rights under manufacturers' and vendors' warranties to the extent

transferable;



                  1.1(c) OWNED REAL PROPERTY. Seller currently leases the real

property which contains the radio station studio and towers, which such lease is

more fully described in Section 1.1(d) below. As part of that lease, Seller has

an option to purchase the real estate. Seller shall exercise its option to

purchase on or before 6/15/00 and close on the purchase on or before the date of

closing hereunder. At the time of closing under the Agreement, Seller agrees to

convey the real property to Buyer. Buyer agrees to pay as additional

consideration the sum of $225,000.00, plus the sum of $2,250.00 per month for

the number of months Seller holds the real estate until closing hereunder, plus

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