ASSET PURCHASE AGREEMENT



     THIS AGREEMENT is made and entered into this 30th day of August, 1996, by

and between Great Scott Broadcasting Ltd., a Pennsylvania limited partnership

("Seller"), and Nassau Broadcasting Partners, L.P., a Delaware limited

partnership ("Buyer").



                               STATEMENT OF FACTS



     1. Seller is the licensee and operator of radio stations WTTM/AM and

WCHR/FM licensed to Trenton, New Jersey (the "Stations").



     2. Subject to the consent of the Federal Communications Commission ("FCC"),

Buyer desires to acquire the Stations, and all of the assets, leases, contracts,

agreements, licenses, and other property used or useful in the operation of, the

Stations, with certain exceptions as provided herein, and 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 and on the date of Real Property Transfer, Seller will sell,

assign, transfer and deliver to Buyer the following:



     1.1. Assets to be Transferred at Closing. Subject to the terms and

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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 Stations (except for Real Property and Tower Leases (as

described in Schedule 1.2(a) and defined in Section 1.2(b), respectively)) which

shall be transferred to Buyer on the Real Property Transfer Date) together with

all rights and privileges associated with such assets and business of the

Stations, except for Excluded Assets (as defined in Section 1.3) (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

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of the FCC authorizations issued to the Seller with respect to the Stations and

their auxiliaries, including without limitation, all rights in and to the call

letters WTTM/AM and WCHR/FM, to the extent that they can be conveyed, and all of

those FCC authorizations listed and described on Schedule 1.1 (a) attached

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

hereto, 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

<PAGE>



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

will be assigned to Buyer as hereinafter provided;



          1.1(b) Tangible Personal Property. All equipment, electrical devices,

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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) located at

the premises of the Stations on the Closing Date, and any other tangible

personal property not located at said premises and those listed and described on

Schedule 1.1(b) attached hereto, or any replacements thereafter acquired prior

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to the Closing Date (except as may be consumed in the ordinary course of

business) and including all rights under manufacturers' and vendors' warranties;



          1.1(c) Leased Real Property. Any of the leases of real property with

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

respect to real property leased by Seller and used or held for use in connection

with the business and operations of the Stations on the Closing Date, described

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