ASSET PURCHASE AGREEMENT



         THIS AGREEMENT is made and entered into this 7th day of August, 1998,

by and between Port Jervis Broadcasting Co., Inc., a New York 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 stations WTSX-FM

and WDLC-AM licensed to Port Jervis, New York (the "Stations").



         2.       Buyer and Seller are parties to a Time Brokerage Agreement

dated as of August 1, 1998 ("TBA"), pursuant to which Buyer has provided an

over-the-air program service on the Stations.



         3.       Buyer has exercised an Option, granted pursuant to an Option

Agreement dated as of August __, 1998, to purchase all of the assets of the

Stations (the "Option Agreement").



         4.       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, 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 Stations, together with all rights and privileges associated with such

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

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

Assets shall include the following:

<PAGE>



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

consent, all of the FCC authorizations issued to Seller with respect to the

Stations and their auxiliaries, including without limitation, all rights in and

to the call letters WTSX-FM and WDLC-AM, 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 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, 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 Stations 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;



                  1.1(c) REAL PROPERTY. The real property owned and used in

connection with the operation of Stations, listed on SCHEDULE 1.1(c), including

all structures, buildings, towers, transmitters, antennas and other improvements

thereon (the "Real Property");



                  1.1(d) 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 on SCHEDULE 1.1(d) (the "Leased Property");



                  1.1(e) AGREEMENTS FOR SALE OF TIME; TRADE/BARTER AGREEMENTS.

Those orders and agreements now existing for the sale of advertising time on the

Stations, to the extent of the unexpired portion thereof, for cash as listed and

described in SCHEDULE 1.1(e)-1; those orders, agreements and arrangements for

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