STOCK PURCHASE AGREEMENT



      THIS AGREEMENT (this "Agreement"), dated as of June 8, 1999, between

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

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

("Purchaser"), Jersey Devil Broadcasting Co., a New Jersey corporation with an

address at 3122 Fire Road, Suite 200, Egg Harbor Township, New Jersey 08234,

Southern Ocean Broadcasting, Inc., a New Jersey corporation with an address at

P.O. Box 4627, Toms River, New Jersey 08753, Route 22, Great American

Communications Co., a New Jersey corporation with an address at 1600 Union, New

Jersey 07803, (collectively referred to herein as "Sellers") and Manahawkin

Communications Corp., a New Jersey corporation with an address at 1600 Route 22,

Union, New Jersey 07803 (the "Company").



                               STATEMENT OF FACTS



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

of the capital stock (the "Shares") of the Company, as follows:



                                           Shares



       Jersey Devil Broadcasting, Inc.     100 (Non-Voting)

       Southern Ocean Broadcasting, Inc.   100 (Non-Voting)

       Great American Communications Co.   100 (Voting)



       TOTAL                               300



      2. The Company is the owner of radio station WCHR-FM on 105.7 MHz, with a

principal community of Manahawkin, New Jersey (the "Station").



      3. On February 12, 1997, as amended effective June 16, 1999, the Company,

Sellers and Purchaser entered into an Option Agreement to grant certain rights

in a future sale contingent upon certain judicial approval ("Option Agreement").



      4. On February 12, 1997, the Company and Purchaser entered into a Loan and

Security Agreement, pursuant to which the Purchaser loaned to the Company

certain funds to cover the cost of construction of the Station and for working

capital needs (the "Loan Agreement").



      5. On February 12, 1997, as amended effective June 16, 1999, the Company

and Sellers, and Purchaser entered into a Time Brokerage Agreement ("TBA"),

pursuant to which Purchaser will provide over the air program services using the

facilities of the Station, and Sellers granted to Purchaser the option to

purchase the Shares pursuant to the conditions contained therein.

<PAGE>



      6. Purchaser has expressed its intent to exercise its option to purchase

the Shares of Sellers and has, in fact, exercised its option on the Shares of

Jersey Devil and Great American.



      7. Subject to the approval of The United States Bankruptcy Court on a

pending request by Southern Ocean, Purchaser intends to exercise its option on

the Southern Ocean Shares and upon receipt of notice of exercise of the option,

Southern Ocean acknowledges that it will be bound by the terms of this

Agreement.



      8. 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.



      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. INTENTIONALLY LEFT BLANK.



      2. PURCHASE AND SALE, PRICE AND PAYMENT



            (a) Purchase and Sale. 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.



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

by Sellers to Purchaser, Purchaser shall pay to Sellers as defined in and

determined pursuant to Section 18.1 of the TBA, as amended, in one or more

cashier's checks or wire transfers as directed by Sellers.



      3. DELIVERY; FURTHER ASSURANCES.



            (a) Upon execution of this Agreement, Sellers shall deliver (i) all

of the certificates representing the Shares to Patton Boggs LLP (the "Escrow

Agent") to be held by the Escrow Agent until the Closing (or until termination

of this Agreement) in accordance with the Escrow Agreement attached hereto as

Exhibit A; and (ii) Agreements Not to Compete in substantially the form attached

hereto as Exhibit B, executed by each of the Sellers, John Scarpa, Patricia A.

Stokes, Joan Beth Hansen, and William Hansen.



            (b) At the Closing, Sellers shall deliver to Purchaser:



                  (i) Certificates representing the Shares, duly endorsed in

blank, or in lieu thereof, having affixed thereto stock powers executed in

blank, and in proper form for transfer;





                                       2

<PAGE>



                  (ii) All property, assets, records, files, certificates and

other documents, in Sellers' possession, custody or control relating to the

Company, the Station and their business and affairs;



                  (iii) A Certificate of Good Standing for the Company from the

New Jersey Secretary of State;



                  (iv) A certificate from Sellers stating that: (i) all

representations and warranties of Sellers as set forth in this Agreement or in

any statement, certificate, schedule, exhibit or other document delivered

pursuant to this Agreement by Sellers are true and correct in all material

respects, as of the Closing Date; and (ii) Sellers have, in all material

respects, performed and complied with all covenants, agreements and conditions

required by this Agreement to be performed or complied with by Sellers at or

prior to the Closing Date;



                  (v) An opinion of counsel for Sellers, in the form attached

hereto as Exhibit C;



                  (vi) An opinion of Sellers' FCC Counsel in the form attached

hereto as Exhibit D; and



                  (viii) All other documents, agreements, certificates and

consents required to be delivered to Purchaser under the provisions of this

Agreement or reasonably requested by Purchaser to effect, evidence or facilitate

the transactions contemplated by this Agreement.



             (c) At any time and from time to time after the Closing, at

Purchaser's request and without further consideration, Sellers shall execute and

deliver such other instruments of sale, transfer, conveyance, assignment and

confirmation and take such further action as may be reasonably necessary or

desirable in order to more effectively transfer, convey and assign to Purchaser,

and to confirm Purchaser's title to, the Shares, and to put Purchaser in actual

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