by and between

1
Exhibit 2(i)

EXECUTION COPY

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ASSET PURCHASE AGREEMENT

by and between

INFINITY BROADCASTING CORPORATION OF TEXAS

and

XXXXXX XXXXXXXXX, INC.

for KDMM(AM), Highland Park, Texas

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Dated as of October 10, 1996

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TABLE OF CONTENTS

Page

ARTICLE 1 ASSETS TO BE CONVEYED....................................................1

1.1. Closing..................................................................1
1.2. Transfer of Assets.......................................................1
1.3. Excluded Assets..........................................................2

ARTICLE 2 PURCHASE PRICE...........................................................2

2.1. Purchase Price...........................................................2
2.2. Payment of Purchase Price................................................3
2.3. Allocation...............................................................3
2.4. Prorations...............................................................3

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER.................................3

3.1. Organization and Standing................................................4
3.2. Authorization and Binding Obligation.....................................4
3.3. Absence of Conflicting Agreements or Required Consents...................4
3.4. Absence of Litigation....................................................4
3.5. FCC Authorizations.......................................................4
3.6. Title to and Condition of Personal Property..............................5
3.7. Real Property............................................................5
3.8. Compliance With Laws.....................................................5
3.9. Broker's Fees............................................................6

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER..................................6

4.1. Organization and Standing................................................6
4.2. Authorization and Binding Obligation.....................................7
4.3. Absence of Conflicting Agreements or Required Consents...................7
4.4. Absence of Litigation....................................................7
4.5 FCC Qualifications.......................................................7
4.6. Broker's Fees............................................................7
4.7. Bankruptcy...............................................................8

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ARTICLE 5 GOVERNMENTAL CONSENTS....................................................8

5.1. FCC Application..........................................................8
5.2 Other Governmental Consents..............................................9

ARTICLE 6 COVENANTS................................................................9

6.1. Conduct of Business......................................................9
6.2 Access..................................................................10
6.3. Notification............................................................10
6.4. Pre-Closing Efforts.....................................................10
6.5. Risk of Loss............................................................10
6.6. Confidentiality.........................................................11
6.7. Further Assurances......................................................11
6.8 Phase I Environmental Audit.............................................11

ARTICLE 7 CONDITIONS PRECEDENT....................................................12

7.1. To Buyer's Obligations..................................................12
7.2 To Seller's Obligations.................................................12

ARTICLE 8 DOCUMENTS TO BE DELIVERED AT THE CLOSING................................13

8.1. Documents to be Delivered by Seller.....................................13
8.2. Documents to be Delivered by Buyer......................................14

ARTICLE 9 INDEMNIFICATION, SURVIVAL...............................................14

9.1. Seller's Indemnities....................................................14
9.2. Buyer's Indemnities.....................................................15
9.3. Procedure for Indemnification...........................................15
9.4. Limitations. .........................................................16
9.5. Survival of Representations, Warranties and Covenants...................17
9.6. Sole Remedy.............................................................17

ARTICLE 10 TERMINATION RIGHTS......................................................17

10.1. Termination.............................................................17
10.2. Effect of Termination...................................................18

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ARTICLE 11 REMEDIES UPON DEFAULT; SPECIFIC PERFORMANCE.............................19

11.1. Default by Seller; Specific Performance.................................19
11.2. Default by Buyer; Liquidated Damages....................................19

ARTICLE 12 OTHER PROVISIONS........................................................19

12.1. Transfer Taxes and Expenses.............................................19
12.2. Benefit and Assignment..................................................20
12.3. Entire Agreement; Schedules; Amendment; Waiver..........................20
12.4. Headings................................................................20
12.5. Computation of Time.....................................................20
12.6. Governing Law; Waiver of Jury Trial.....................................21
12.7. Attorneys' Fees.........................................................21
12.8. Severability............................................................21
12.9. Notices.................................................................21
12.10. Counterparts............................................................22

ARTICLE 13 DEFINITIONS.............................................................23

13.1. Defined Terms...........................................................23
13.2. Miscellaneous Terms.....................................................26

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EXHIBITS

Exhibit A Escrow Agreement
Exhibit B Form of Unwind Agreement

SCHEDULES

Schedule 1.2(a) FCC Licenses
Schedule 1.2(b) Personal Property
Schedule 1.2(c) Real Property

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement"), made as of the 10th
day of October 1996, is between Infinity Broadcasting Corporation of Texas, a
Delaware corporation ("Seller"), and Xxxxxx Xxxxxxxxx, Inc., a Delaware
corporation ("Buyer").

Seller is the licensee of Station KDMM(AM), 1150 kHz, Highland Park,
Texas (the "Station"). Buyer has expressed an interest in acquiring certain
assets used in the operation of the Station, including the FCC Licenses. Seller
has agreed to sell the Station Assets to Buyer in return for payment of
$675,000.

The assignment of the FCC Licenses to Buyer requires the prior consent
of the Federal Communications Commission ("FCC"). Definitions of capitalized
terms used in this Agreement are set forth in SECTION 13.1.

Therefore, the parties agree as follows:

ARTICLE 1

ASSETS TO BE CONVEYED

1.1. CLOSING. Subject to SECTION 10.1 (Termination Rights), the
closing (the "Closing") of the sale and purchase of the Station Assets shall
take place in the offices of Xxxxxxxxx, Xxxxxx & Xxxxxx, 0000 X Xxxxxx, X.X.,
Xxxxxxxxxx, X.X., at 10:00 a.m., local time, on the fifth (5th) business day
following the satisfaction or waiver of the conditions set forth in SECTIONS
7.1(B) and 7.2(B) (FCC Consent), or at such other place, time or date as Buyer
and Seller may agree in writing.

1.2. TRANSFER OF ASSETS. At the Closing, Seller shall sell,
assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, the
following assets (the "Station Assets"):

(a) all of Seller's rights in and to the FCC licenses,
permits and other authorizations, including any temporary waiver or
special temporary authorization, issued to or held by Seller
exclusively for use in the operation of the Station, including any
pending applications therefor, as set forth in Schedule 1.2(a) (the
"FCC Licenses").

(b) all of Seller's right, title and interest in the
equipment, spare parts and other tangible personal property located at
the Station's

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transmitter site and used or held for use exclusively in the operation
of the Station and in any other tangible personal property identified
on Schedule 1.2(b) (the "Personal Property");

(c) all of Seller's right, title, and interest in, and to
the real property described in Schedule 1.2(c) (the "Real Property");
and

(d) the Station's public inspection file, filings with the
FCC related to the Station, and such technical information,
engineering data, rights under manufacturers' warranties as exist at
Closing and relate exclusively to the assets being conveyed hereunder.

The Station Assets shall be delivered as is, where is, without any
representation or warranty by Seller except as expressly set forth in this
Agreement, and Buyer acknowledges that it has not relied on or been induced to
enter into this Agreement by any representation or warranty other than those
expressly set forth in ARTICLE 3 hereof. The Station Assets shall be conveyed
to Buyer free and clear of all Liens, except as otherwise expressly provided in
this Agreement.

1.3. EXCLUDED ASSETS. Except as set forth in SECTION 1.2, the
Station Assets shall not include any properties, assets, privileges, rights,
interests and claims, real and personal, tangible and intangible, of every type
and description, wherever located, of Seller or any of its affiliates.

ARTICLE 2

PURCHASE PRICE

2.1. PURCHASE PRICE.

(a) Buyer shall pay $675,000 (the "Purchase Price") for the
Station Assets.

(b) The parties stipulate that the Purchase Price is not
based in any way upon the ratings or financial performance of the Station,
because Buyer is neither purchasing the Station as a going concern nor
acquiring any goodwill or intellectual property of the Station. Therefore,
Seller makes no representation or warranty concerning the Station's past
financial performance, and Buyer's obligations under this Agreement are not
conditioned in any way on the Station's financial performance between the date
of this Agreement and the Closing.

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2.2. PAYMENT OF PURCHASE PRICE. Buyer shall pay the Purchase
Price as follows:

(a) Simultaneous with the execution of this Agreement, Buyer
shall deposit $300,000 with the Escrow Agent to be held and distributed
pursuant to the Escrow Agreement.

(b) At the Closing, Buyer shall pay Seller $375,000 by wire
transfer prior to 3:00 p.m., Washington, D.C. time, of immediately available
federal funds to an account at a bank or financial institution pursuant to wire
instructions that Seller shall deliver to Buyer at least one (1) business day
prior to the Closing Date.

2.3. ALLOCATION. Prior to the Closing, Buyer and Seller shall attempt
to agree on an allocation of the Purchase Price for income tax purposes. If
Buyer and Seller do not agree on the allocation prior to the Closing, Buyer
shall arrange for an appraisal of the value of the tangible assets included in
the Station Assets after the Closing. Such appraisal shall be completed within
one hundred eighty (180) days after the Closing, and, based upon such
appraisal, Buyer shall prepare an initial draft of IRS Form 8594. Buyer shall
forward such form to Seller for its approval. If the parties reach an agreement
on the contents of IRS Form 8594, Buyer and Seller shall each file the IRS Form
8594 finally agreed upon by the parties with their respective federal income
tax return for the tax year in which the Closing occurs.

2.4. PRORATIONS. At the Closing, to the extent feasible, Buyer and
Seller shall prorate all expenses arising from the operation of the Station as
of 12:01 a.m., local Dallas time, on the Closing Date (the "Effective Time").
Any real estate taxes shall be apportioned on the basis of the number of days
that each party owned the Real Property during the relevant tax year.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1. ORGANIZATION AND STANDING. Seller (a) is a corporation duly
formed, validly existing and in good standing under the laws of the State of
Delaware; (b) is qualified to do business as a foreign corporation and is in
good

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standing in the State of Texas; and (c) has all necessary corporate power and
authority to own, lease and operate and to carry on the business of the
Station.

3.2. AUTHORIZATION AND BINDING OBLIGATION. Seller has all necessary
corporate power and authority to enter into and perform its obligations under
this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Seller and constitutes its
valid and binding obligation enforceable against Seller in accordance with its
terms.

3.3. ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS. Except as
set forth in ARTICLE 5, the execution, delivery and performance of this
Agreement by Seller: (a) do not and will not violate any provisions of Seller's
organizational documents; (b) do not and will not require the consent or
approval of or any filing with any third party or governmental authority; (c)
do not and will not violate any applicable law, judgment, order, injunction,
decree, rule, regulation or ruling of any governmental authority; and (d) do
not and will not, either alone or with the giving of notice or the passage of
time, or both, conflict with, constitute grounds for termination or
acceleration of or result in a breach of the terms, conditions or provisions
of, or constitute a default under any agreement, lease, instrument, license or
permit to which Seller is now subject.

3.4. ABSENCE OF LITIGATION. There is no claim, litigation, arbitration
or proceeding pending or, to Seller's knowledge, threatened, before or by any
court, governmental authority or arbitrator that seeks to enjoin or prohibit,
that questions the validity of, or that might materially hinder or impair
Seller's performance of its obligations under this Agreement.

3.5. FCC AUTHORIZATIONS.

(a) Schedule 1.2(a) contains a true and complete list of the
FCC Licenses, and there are no other licenses, permits or other authorizations
from the FCC required for the lawful operation of the Station in the manner now
operated. The FCC Licenses are in full force and effect. All required FCC
regulatory fees with respect to the FCC Licenses have been paid. The FCC
Licenses have been issued for the full terms customarily issued to a radio
broadcast station in the State of Texas, and the FCC Licenses are not subject
to any condition except for conditions shown on the face of the FCC Licenses,
applicable to radio broadcast licenses generally or otherwise disclosed in
Schedule 1.2(a).

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(b) Except as set forth in Schedule 1.2(a), to Seller's
knowledge, there are no applications, petitions, complaints, proceedings or
other actions pending or threatened before the FCC relating to the Station,
other than proceedings affecting the radio broadcasting industry generally.

(c) Seller has no reason to believe that the FCC assignment
contemplated herein might be challenged or might not be granted by the FCC in
the ordinary course.

3.6. TITLE TO AND CONDITION OF PERSONAL PROPERTY. Seller has good
title to the Personal Property free and clear of all Liens. Prior to entering
into this Agreement, Buyer has inspected the Personal Property and is satisfied
with its present condition. At the Closing, the Personal Property will be the
same or better condition and will be in material compliance with the rules and
regulations of the FCC and all other applicable federal, state and local
statues, ordinances, rules and regulations.

3.7. REAL PROPERTY. Seller has good and marketable title to the
Real Property free and clear of all Liens except as disclosed in Schedule
1.2(c).

3.8. COMPLIANCE WITH LAWS. Seller has complied in all material
respects with, and is not in violation of any federal, state or local laws,
regulations or orders relating to the operation of the Station. Without
limiting the generality of the foregoing:

(a) The Station's transmitting and studio equipment is
operating in accordance with the terms and conditions of the FCC
Licenses and all underlying construction permits, and the rules,
regulations and policies of the FCC, including, without limitation all
regulations concerning equipment authorization and human exposure to
radio frequency radiation.

(b) All ownership reports, employment reports and other
documents required to be filed by Seller with the FCC have been so
filed. Such items as are required to be placed in the Station's local
public inspection files have been placed in such files. All proofs of
performance and measurements that are required to be made by Seller
with respect to the Station's transmission facilities have been
completed and filed at the Station. All information contained in the
foregoing documents is true, complete and accurate in all material
respects.

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(c) To the best of Seller's knowledge, (a) no Hazardous
Substance (i) is or has been used, treated, stored, disposed of,
released, spilled, generated, manufactured, transported or otherwise
handled on the Real Property, (ii) has been spilled, released or
disposed of on property adjacent to the Real Property, or (iii) has
otherwise come to be located on or under the Real Property, (b) the
Real Property and all operations on the Real Property are in
compliance with all Environmental Laws, and (c) Seller has obtained
all environmental, health and safety permits necessary for the
operation of , and all such permits are in full force and effect, and
Seller is in compliance with the terms and conditions of all such
permits. No outstanding liens have been placed on the Real Property
under any Environmental Laws. Seller has not received any notice, and
is not aware, of any administrative or judicial investigations,
proceedings or actions with respect to violations, alleged or proven,
of Environmental Laws by Seller or any tenants of Seller, or otherwise
involving the Real Property or the operations conducted on the Real
Property. To the best of Seller's knowledge, no Asbestos-Containing
Material is present in any of the improvements on the Real Property or
is otherwise located on the Real Property. To the best of Seller's
knowledge, there are no underground storage tanks, whether in use or
closed, on or under the Real Property, and no PCB is present on the
Real Property. No PCB is used in the Personal Property.

3.9. BROKER'S FEES. Neither Seller nor any person or entity acting on
Seller's behalf has agreed to pay a commission, finder's fee or similar payment
in connection with this Agreement or any matter related hereto to any person or
entity, and no person or entity is entitled to any such payment from Seller in
connection with the transactions contemplated by this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1. ORGANIZATION AND STANDING. Buyer is (a) a corporation duly
formed, validly existing and in good standing under the laws of the State of
Delaware; (b) if necessary, is qualified to do business as a foreign
corporation and is in good standing in the State of Texas; and (c) has all
necessary corporate power and authority to own, lease and operate the Station
Assets and to carry on the businesses of the Station on and after the Closing
Date.

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4.2. AUTHORIZATION AND BINDING OBLIGATION. Buyer has all necessary
corporate power and authority to enter into and perform its obligations under
this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Buyer and constitutes its
valid and binding obligation enforceable against Buyer in accordance with its
terms.

4.3. ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS. Except as
set forth in ARTICLE 5, the execution, delivery and performance of this
Agreement by Buyer: (a) do not and will not violate any provision of Buyer's
organizational documents; (b) do not and will not require the consent of any
third party or governmental authority; (c) do not and will not violate any law,
judgment, order, injunction, decree, rule, regulation or ruling of any
governmental authority; and (d) do not and will not, either alone or with the
giving of notice or the passage of time, or both, conflict with, constitute
grounds for termination or acceleration of or result in a breach of the terms,
conditions or provisions of, or constitute a default under any agreement,
lease, instrument, license or permit to which Buyer is now subject.

4.4. ABSENCE OF LITIGATION. There is no claim, litigation, arbitration
or proceeding pending, or to the Buyer's knowledge, threatened, before or by
any court, governmental authority or arbitrator, that seeks to enjoin or
prohibit, that questions the validity of, or that might materially hinder or
impair Buyer's performance of its obligations under this Agreement.

4.5 FCC QUALIFICATIONS. Buyer is qualified under the Communications
Act of 1934, as amended, and the rules and regulations of the FCC to be the
assignee of the FCC Licenses. There are no facts known to Buyer that would
delay the consummation of the transactions contemplated by this Agreement.
Buyer has no reason to believe that the FCC assignment contemplated herein
might be challenged or might not be granted by the FCC in the ordinary course
because of its qualifications. Buyer is financially qualified to consummate the
transactions contemplated by this Agreement.

4.6. BROKER'S FEES. Neither Buyer nor any person or entity acting on
its behalf has agreed to pay a commission, finder's fee or similar payment in
connection with this Agreement or any matter related hereto to any person or
entity, other than Xxxxxx Media Brokers, and Buyer is solely responsible for
paying any fees or commissions due to Xxxxxx Media Brokers in connection with
the transactions contemplated by this Agreement.

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4.7. BANKRUPTCY. No insolvency proceedings of any character,
including, without limitation, bankruptcy, receivership, reorganization,
composition or arrangement with creditors, voluntary or involuntary, affecting
Buyer or any of its affiliates are pending or threatened, and neither Buyer nor
any of its affiliates has made no assignment for the benefit of creditors or
taken any action in contemplation of or which would constitute the basis for
the institution of such insolvency proceedings.

ARTICLE 5

GOVERNMENTAL CONSENTS

5.1. FCC APPLICATION.

(a) The assignment of the FCC Licenses as contemplated by
this Agreement is subject to the prior consent and approval of the FCC. Between
the date of this Agreement and the Closing, Buyer shall not directly or
indirectly control the operation of the Station.

(b) No later than five (5) business days after the date of
this Agreement, Buyer and Seller shall each prepare and jointly file a complete
and grantable FCC Application. Seller and Buyer shall thereafter prosecute the
FCC Application in good faith and with all reasonable diligence and otherwise
use their best efforts to obtain the grant of the FCC Application as
expeditiously as practicable; provided, however, that neither Seller nor Buyer
shall have any obligation to satisfy any complainant or the FCC by taking any
steps which would have a material adverse effect upon Seller or Buyer or upon
any affiliated entity, but neither the expense nor inconvenience to a party of
defending against a complainant or an inquiry by the FCC shall be considered a
material adverse effect on such party. If the FCC Consent imposes any condition
on any party hereto, such party shall use its best efforts to comply with such
condition; provided, however, that no party shall be required to comply with
any condition that would have a material adverse effect upon it or any
affiliated entity. If reconsideration or judicial review is sought with respect
to the FCC Consent, the party or parties affected shall vigorously oppose such
efforts for reconsideration or judicial review; provided, however, that nothing
herein shall be construed to limit either party's right to terminate this
Agreement pursuant to ARTICLE 10 (Termination Rights).

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(c) All FCC filing or grant fees shall be shared equally by
Buyer and Seller. Each party shall otherwise bear its own costs and expenses
(including the fees and disbursements of its counsel) in connection with the
preparation of the portion of the FCC Application to be prepared by it and in
connection with the processing and defense of that application.

5.2 OTHER GOVERNMENTAL CONSENTS. Promptly following the execution of
this Agreement, the parties shall prepare and file with the appropriate
governmental authorities any other requests for approval or waiver that are
required from such governmental authorities in connection with the transactions
contemplated hereby and shall diligently and expeditiously prosecute, and shall
cooperate fully with each other in the prosecution of, such requests for
approval or waiver and all proceedings necessary to secure such approvals and
waivers. Each party shall bear its own costs and expenses in connection with
the preparation of any filings, documents or requests to be prepared by it in
order to obtain such governmental consents, approvals or waivers and in
connection with any prosecution or defense by it of such filings, documents or
requests.

ARTICLE 6

COVENANTS

6.1. CONDUCT OF BUSINESS. Between the date of this Agreement and
the Closing Date, except as expressly permitted by this Agreement or with the
prior written consent of Buyer, which shall not be unreasonably withheld,
Seller shall:

(a) comply in all material respects with all laws
applicable to Seller's use of the Station Assets;

(b) refrain from selling, assigning, leasing or otherwise
transferring or disposing of any of the Station Assets, except for assets
consumed or disposed of in the ordinary course of business; and

(c) maintain the Station Assets in customary repair,
maintenance and condition, replace all items of equipment at time intervals
consistent with prior practice, and repair or replace (subject to SECTION 6.5
(Risk of Loss)) any asset that may be damaged or destroyed with items of equal
or greater value and utility unless Seller determines in good faith that such a
repair or replacement is not necessary or useful for the continued operation of
the Station.

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6.2 ACCESS. Between the date hereof and the Closing Date, Seller shall
give, upon prior reasonable notice, Buyer or representatives of Buyer
(including consultants and advisors) reasonable access to the Station and its
assets. It is expressly understood that, pursuant to this SECTION 6.2, Buyer,
at its sole expense, shall be entitled to make such engineering and other
inspections of the Station Assets as Buyer may desire, so long as such
inspection does not unreasonably interfere with Seller's operation of the
Station in Seller's reasonable judgment.

6.3. NOTIFICATION. Between the date of this Agreement and the Closing
Date, Seller shall promptly notify Buyer of (a) any pending or, to its
knowledge, threatened litigation, arbitration or administrative proceeding that
seeks to revoke, cancel, rescind, modify or fail to renew in the ordinary
course any of the FCC Licenses or that challenges the transactions contemplated
hereby, including any challenges to the FCC Application; (b) the issuance of
any order to show cause, notice of violation, notice of apparent liability or
notice of forfeiture with respect to the Station; or (c) the submission, to
Seller's knowledge, of any material complaint against the Station or Seller
with respect to the Station

6.4. PRE-CLOSING EFFORTS. Between the date of this Agreement and the
Closing, each party shall use its reasonable efforts to cause the fulfillment
at the earliest practicable date of all of the conditions to the obligations of
the other party to consummate the sale and purchase under this Agreement.
Neither party shall take any action which is materially inconsistent with its
obligations under this Agreement or that would materially hinder or delay the
consummation of the transactions contemplated by this Agreement. In particular,
neither party shall take any action that would result in its disqualification
to hold the FCC Licenses or in any way delay grant of the FCC Application or
consummation of the transactions contemplated by this Agreement. Should either
party become aware of any such fact or circumstance, such party shall promptly
inform the other.

6.5. RISK OF LOSS. The risk of loss or damage to the Station Assets
prior to the Effective Time shall be upon Seller. Seller shall repair, replace
and restore any damaged or lost item of Personal Property to its prior
condition as soon as possible and in no event later than the Effective Time,
unless such item was obsolete and unnecessary for the continued operation of
the Station consistent with past practice. If Seller is unable or fails to
repair, restore or replace a lost or damaged item required to be repaired or
replaced by Seller prior to the Closing, Seller shall reimburse Buyer for the
cost of the repair, restoration or replacement of such item incurred by Buyer
after the Closing.

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6.6. CONFIDENTIALITY.

(a) Buyer and Seller shall each keep confidential all
information obtained by it with respect to the other in connection with this
Agreement, except where such information is known or available through other
lawful sources or where its disclosure is required in accordance with
applicable law. If the transactions contemplated hereby are not consummated for
any reason, Buyer and Seller shall return to the other, without retaining a
copy thereof, any schedules, documents or other written information, including
all financial information, obtained from the other in connection with this
Agreement and the transactions contemplated hereby.

(b) Except as required by the FCC in connection with the
filing of the FCC Application, without the prior consent of both Buyer and
Seller, there shall be no public announcement relating to this Agreement or the
transactions proposed herein.

6.7. FURTHER ASSURANCES. Seller and Buyer shall cooperate and
take such actions, and execute such other documents, at the Closing or
subsequently, as may be reasonably requested by the other in order to carry out
the provisions and purposes of this Agreement.

6.8 PHASE I ENVIRONMENTAL AUDIT. Within thirty (30) days after the
date of this Agreement, Buyer may cause a Phase I environmental audit (the
"Environmental Audit") of the Real Property to be conducted. Buyer shall
provide Seller with a copy of such Environmental Audit within fifteen (15)
business days of its receipt by Buyer and at the same time shall give Seller
notice of any matter disclosed by such Environmental Audit that requires
remediation under Environmental Laws. Upon receipt of such notice, Seller shall
have the option either (a) to complete such remediation prior to the Closing or
(b) to notify Buyer that Seller does not intend to perform the remediation. If
Seller notifies Buyer that Seller does not intend to complete the remediation
or if for any other reason the remediation has not been completed by the date
on which the Closing would otherwise occur, Buyer shall have the option either
(i) to accept the Real Property as is and to relieve Seller from any
responsibility pertaining to the Real Property and as otherwise may exist under
this Agreement relating to Environmental Laws or (ii) to terminate this
Agreement. If Buyer fails to elect option (i) or (ii) above, Buyer shall be
deemed to have elected option (i). Nothing in this SECTION 6.8 shall be deemed
to extend the Closing Date.

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ARTICLE 7

CONDITIONS PRECEDENT

7.1. TO BUYER'S OBLIGATIONS. The obligations of Buyer hereunder
are, at its option, subject to satisfaction, at or prior to the Closing Date,
of each of the following conditions:

(a) REPRESENTATIONS, WARRANTIES AND COVENANTS.

(i) All representations and warranties made by
Seller in this Agreement shall be true and complete in all
material respects on and as of the Closing Date (except to
the extent they expressly relate to an earlier time, in which
case they shall have been true and correct only as of such
earlier time) as if made on and as of that date, except to
the extent changes are permitted under SECTION 6.1 of this
Agreement.

(ii) All of the terms, covenants and conditions to
be complied with and performed by Seller under this Agreement
on or prior to Closing Date shall have been complied with or
performed in all material respects.

(b) FCC CONSENT. The FCC Consent shall have been obtained,
shall be effective and shall have become a Final Order; provided,
however, that Buyer agrees to waive the requirement of a Final Order,
if requested to do so by Seller, and to close on the same date that
the Merger is being consummated.

(c) NO INJUNCTION. No order of any court or administrative
agency shall be in effect which restrains or prohibits the
transactions contemplated by this Agreement in accordance with its
terms.

(d) DELIVERIES. Seller shall have made or stand willing to
make all deliveries required under SECTION 8.1.

7.2 TO SELLER'S OBLIGATIONS. The obligations of Seller hereunder
are, at its option, subject to satisfaction, at or prior to the Closing Date,
of each of the following conditions:

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(a) REPRESENTATIONS, WARRANTIES AND COVENANTS.

(i) All representations and warranties made by Buyer
in this Agreement shall be true and complete in all material
respects on and as of the Closing Date (except to the extent
they expressly relate to an earlier time, in which case they
shall have been true and correct only as of such earlier
time) as if made on and as of that date.

(ii) All of the terms, covenants and conditions to
be complied with and performed by Buyer under this Agreement on or
prior to the Closing Date shall have been complied with or performed
in all material respects.

(b) FCC CONSENT. The FCC Consent shall have been obtained
and shall be effective.

(c) NO INJUNCTION. No order of any court or administrative
agency shall be in effect which restrains or prohibits the
transactions contemplated by this Agreement in accordance with its
terms.

(d) DELIVERIES. Buyer shall have made or stand willing to
make all the deliveries required under SECTION 8.2 and shall have paid
or stand willing to pay the Purchase Price as provided in SECTION 2.2.

ARTICLE 8

DOCUMENTS TO BE DELIVERED AT THE CLOSING

8.1. DOCUMENTS TO BE DELIVERED BY SELLER. At the Closing, Seller
shall deliver to Buyer the following:

(a) a copy of the resolution of the board of directors of
Seller, certified by an authorized officer of Seller, authorizing the
execution, delivery and performance of this Agreement;

(b) instruments of conveyance and transfer, in form and
substance reasonably satisfactory to counsel to Buyer, effecting the
sale, transfer, assignment and conveyance of the Station Assets to
Buyer, including, but not limited to, the following:

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(i) an assignment of the FCC Licenses;

(ii) bills of sale for all Personal Property;

(iii) a quitclaim deed for the Real Property;

(c) if the Closing is occurring prior to the FCC Consent
becoming a Final Order, an Unwind Agreement in the form attached at
EXHIBIT B (the "Unwind Agreement") executed by Seller; and

(d) such other documents as may reasonably be requested by
Buyer's counsel.

8.2. DOCUMENTS TO BE DELIVERED BY BUYER. At the Closing, Buyer
shall deliver to Seller the following:

(a) a copy of the resolution of the board of directors of
Buyer, certified by an authorized officer of Buyer, authorizing the
execution, delivery and performance of this Agreement;

(b) if the Closing is occurring prior to the FCC Consent
becoming a Final Order, the Unwind Agreement executed by Buyer;

(c) a joint notice to the Escrow Agent executed by Buyer,
stating that the Closing has occurred and directing the Escrow Agent to
pay the Escrow Deposit to Seller;

(d) immediately available wire transferred federal funds as
provided in SECTION 2.2; and

(e) such other documents as may reasonably be requested by
Seller's counsel.

ARTICLE 9

INDEMNIFICATION, SURVIVAL

9.1. SELLER'S INDEMNITIES. From and after the Closing, Seller
shall indemnify, defend, and hold harmless Buyer and its affiliates and their
respective

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directors, officers, employees, and representatives, and the successors and
assigns of any of them, from and against, and reimburse them for, all claims,
damages, costs and expenses, including, without limitation, interest,
penalties, court costs and reasonable attorneys' fees and expenses, resulting
from:

(a) Seller's ownership or operation of the Station Assets
prior to the Effective Time;

(b) any liabilities of Seller not assumed by Buyer under
this Agreement;

(d) any failure to comply with any "bulk sales" laws
applicable to the transactions contemplated hereby.

9.2. BUYER'S INDEMNITIES. From and after the Closing, Buyer shall
indemnify, defend and hold harmless Seller and its affiliates and their
respective directors, officers, employees, and representatives, and the
successors and assigns of any of them, from and against, and reimburse them
for, all claims, damages, costs and expenses, including, without limitation,
interest, penalties, court costs and reasonable attorneys' fees and expenses,
resulting from the failure of Buyer to perform any of its obligations under
this Agreement or from the ownership or operation of the Station Assets from
and after the Effective Time.

9.3. PROCEDURE FOR INDEMNIFICATION. The procedure for
indemnification shall be as follows:

(a) The party seeking indemnification under this ARTICLE 9
(the "Claimant") shall give notice to the party from whom
indemnification is sought (the "Indemnitor") of any claim, whether
solely between the parties or brought by a third party, reasonably
specifying (i) the factual basis for the claim, and (ii) the amount of
the claim if then known. If the claim relates to an action, suit or
proceeding filed by a third party against Claimant, notice shall be
given by Claimant within fifteen (15) days after written notice of the
action, suit or proceeding was given to Claimant. In all other
circumstances, notice shall be given by Claimant within thirty (30)
days after Claimant becomes, or should have become, aware of the facts
giving rise to the claim. Notwithstanding the foregoing, Claimant's
failure to give Indemnitor timely notice shall not preclude Claimant
from

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seeking indemnification from Indemnitor if Claimant's failure has not
materially prejudiced Indemnitor's ability to defend the claim or
litigation.

(b) With respect to claims between the parties, following
receipt of notice from the Claimant of a claim, the Indemnitor shall
have thirty (30) days to make any investigation of the claim that the
Indemnitor deems necessary or desirable. For the purposes of this
investigation, the Claimant agrees to make available to the Indemnitor
and/or its authorized representatives the information relied upon by
the Claimant to substantiate the claim. If the Claimant and the
Indemnitor cannot agree as to the validity and amount of the claim
within the 30-day period (or any mutually agreed upon extension
thereof), the Claimant may seek appropriate legal remedy.

(c) With respect to any claim by a third party as to which
the Claimant is entitled to indemnification hereunder, the Indemnitor
shall have the right at its own expense to participate in or assume
control of the defense of the claim with counsel reasonably acceptable
to Claimant, and the Claimant shall cooperate fully with the
Indemnitor, subject to reimbursement for reasonable expenses incurred
by the Claimant as the result of a request by the Indemnitor. If the
Indemnitor elects to assume control of the defense of any third-party
claim, the Claimant shall have the right to participate in the defense
of the claim at its own expense. If the Indemnitor does not elect to
assume control or otherwise participate in the defense of any third
party claim, Claimant may, but shall have no obligation to, defend or
settle such claim or litigation in such a manner as it deems
appropriate, and in any event Indemnitor shall be bound by the results
obtained by the Claimant with respect to the claim (by default or
otherwise) and shall promptly reimburse Claimant for the amount of all
expenses (including the amount of any judgment rendered), legal or
otherwise, incurred in connection with such claim or litigation. The
Indemnitor shall be subrogated to all rights of the Claimant against
any third party with respect to any claim for which indemnity was
paid.

9.4. LIMITATIONS.

(a) Neither Seller nor Buyer shall have any obligation to the
other party for any matter described in SECTION 9.1 or SECTION 9.2, as the case
may be, except upon compliance by the other party with the provisions of this
ARTICLE 9, particularly SECTION 9.3.

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(b) Neither party shall be required to indemnify the other
party under this ARTICLE 9 unless (i) written notice of a claim under this
ARTICLE 9 was received by the party within the pertinent survival period
specified in SECTION 9.5 and (ii) unless and until the aggregate amount of
claims against the party to which the other party (as a Claimant) is entitled
to be indemnified under this Agreement exceeds $5,000, and then only for the
excess over $5,000. Neither party shall have any liability to the other party
under any circumstances for special, consequential, punitive or exemplary
damages, and in no event shall Seller's total liability to Buyer under this
Agreement exceed the amount of the Purchase Price.

9.5. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties contained in this Agreement shall not survive
the Closing. The covenants, indemnities and other agreements contained in this
Agreement or in any certificate, document or instrument delivered pursuant to
this Agreement are and will be deemed and construed to be continuing covenants,
indemnities and agreements and shall survive the Closing for a period of one
(1) year after the Closing Date (the "Survival Period"). No claim may be
brought under this Agreement unless written notice describing in reasonable
detail the nature and basis of such claim is given on or prior to the last day
of the Survival Period. In any event such notice is given, the right to
indemnification with respect thereto shall survive the Survival Period until
such claim is finally resolved and any obligations thereto are fully satisfied.
Any investigation by or on behalf of any party hereto shall not constitute a
waiver as to enforcement of any representation, warranty, covenant or agreement
contained herein.

9.6. SOLE REMEDY. After the Closing, the right to
indemnification under this ARTICLE 9 shall be the exclusive remedy of any party
in connection with any breach or default by another party under this Agreement.

ARTICLE 10

TERMINATION RIGHTS

10.1. TERMINATION.

(a) This Agreement may be terminated by either Buyer or
Seller, if the party seeking to terminate is not in material default or breach
of this Agreement, upon written notice to the other upon the occurrence of any
of the following:

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(i) if the other party is in material breach of this
Agreement and such breach has been neither cured within ten
(10) days after written notice of such breach nor waived by
the party giving such termination notice;

(ii) if there shall be in effect any judgment, final
decree or order that would prevent or make unlawful the
Closing or if the FCC shall have released a hearing
designation order requiring a formal hearing on the FCC
Application; or

(iii) if the Closing has not occurred by June 30,
1997 (the "Upset Date").

(b) This Agreement may be terminated by Buyer pursuant to
SECTION 6.8.

(d) If either party believes the other to be in breach or
default of this Agreement, the non-defaulting party shall, prior to exercising
its right to terminate under SECTION 10.1(A)(I), provide the defaulting party
with notice specifying in reasonable detail the nature of such breach or
default. Except for a failure to pay the Purchase Price, the defaulting party
shall have ten (10) days from receipt of such notice to cure such default;
provided, that if the breach or default is due to no fault of the defaulting
party and is incapable of cure within such 10-day period, the cure period shall
be extended as long as the defaulting party is diligently and in good faith
attempting to effectuate a cure. Nothing in this SECTION 10.1(C) shall be
interpreted to extend the Upset Date.

10.2. EFFECT OF TERMINATION.

In the event of termination of this Agreement pursuant to
SECTION 10.1, this Agreement (other than SECTION 6.6 (Confidentiality), which
shall remain in full force and effect) shall forthwith become null and void,
and no party hereto (nor any of their respective affiliates, directors,
officers or employees) shall have any liability or further obligation, except
as provided in this ARTICLE 10 and in ARTICLE 11; provided, that nothing in
this SECTION 10.2 shall relieve any party from liability for any breach of this
Agreement.

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ARTICLE 11

REMEDIES UPON DEFAULT; SPECIFIC PERFORMANCE

11.1. DEFAULT BY SELLER; SPECIFIC PERFORMANCE. If Seller breaches or
defaults in its obligations under this Agreement, Buyer may pursue any legal or
equitable remedies available to it and shall be entitled to obtain from Seller
court costs and reasonable attorneys' fees and expenses incurred by it in
enforcing its rights hereunder. Seller recognizes that, in the event Seller
defaults in the performance of its obligations under this Agreement, monetary
damages alone will not be adequate. In such event, Buyer shall be entitled to
obtain specific performance of the terms of this Agreement. As a condition to
seeking specific performance, Buyer shall not be required to have tendered the
Purchase Price specified in ARTICLE 2 of this Agreement, but shall be ready,
willing and able to do so.

11.2. DEFAULT BY BUYER; LIQUIDATED DAMAGES. If Buyer breaches or
defaults in its obligations under this Agreement, Seller may pursue any legal
or equitable remedies available to it and shall be entitled to obtain from
Buyer court costs and reasonable attorneys' fees and expenses incurred by it in
enforcing its rights hereunder; provided, however, that if this Agreement is
terminated by Seller pursuant to SECTION 10.1(A) as a result of a breach or
default by Buyer of its representations, warranties, covenants or obligations
hereunder, then Buyer shall pay Seller $300,000 as liquidated damages, in full
settlement of any damages of any kind or nature that Seller may suffer or
allege to suffer as a result thereof, it being understood and agreed that the
amount of liquidated damages represents Buyer's and Seller's reasonable
estimate of actual damages and does not constitute a penalty. In the event that
Seller is entitled to liquidated damages, the Escrow Deposit shall be paid over
to Seller in satisfaction of Buyer's liability for liquidated damages under
this SECTION 11.2. In the event of a termination of this Agreement pursuant to
SECTION 10.1 for any other reason, the Escrow Deposit shall be paid to Buyer.

ARTICLE 12

OTHER PROVISIONS

12.1. TRANSFER TAXES AND EXPENSES. All recordation, transfer,
documentary, excise, sales or use taxes or fees imposed on this transaction
shall be paid by Buyer. Except as otherwise provided in this Agreement, each
party shall be solely responsible for and shall pay all other costs and
expenses incurred by it in connection with the negotiation, preparation and
performance of and compliance with the terms of this Agreement.

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12.2. BENEFIT AND ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns. Neither Buyer nor Seller may assign its rights under
this Agreement without the prior written consent of the other party hereto;
provided, however, that Seller may, without the consent of Buyer, assign its
rights hereunder, together with the FCC Licenses and other of the Station
Assets owned or held by Seller, to a trust of which Seller or its affiliates is
the sole beneficiary (the "Disposition Trust"), whether directly or through a
transfer of such rights and assets to a subsidiary which is then conveyed to
such trust, all in accordance with applicable FCC rules and regulations. If
Seller's assignment of its rights under this Agreement in any way delays the
Closing under this Agreement, the parties agree that the Upset Date shall be
extended by the period of such delay.

12.3. ENTIRE AGREEMENT; SCHEDULES; AMENDMENT; WAIVER. This Agreement,
and the exhibits and schedules hereto and thereto, embody the entire agreement
and understanding of the parties hereto and supersede any and all prior
agreements, arrangements and understandings relating to the matters provided
for herein. Any matter that is disclosed in a Schedule hereto in such a way as
to make its relevance to the information called for by another Schedule readily
apparent shall be deemed to have been included in such other Schedule,
notwithstanding the omission of an appropriate cross-reference. No amendment,
waiver of compliance with any provision or condition hereof, or consent
pursuant to this Agreement shall be effective unless evidenced by an instrument
in writing signed by the party against whom enforcement of any waiver,
amendment, change, extension or discharge is sought. No failure or delay on the
part of Buyer or Seller in exercising any right or power under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power.

12.4. HEADINGS. The headings set forth in this Agreement are for
convenience only and shall not control or affect the meaning or construction of

the provisions of this Agreement.

12.5. COMPUTATION OF TIME. If after making computations of time
provided for in this Agreement, a time for action or notice falls on Saturday,
Sunday or a Federal holiday, then such time shall be extended to the next
business day.

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12.6. GOVERNING LAW; WAIVER OF JURY TRIAL. The construction and
performance of this Agreement shall be governed by the law of the State of New
York without regard to its principles of conflict of law. BUYER AND SELLER

HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING ANY COUNTERCLAIM
MADE IN SUCH ACTION OR PROCEEDING, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE DECIDED SOLELY BY A JUDGE.

Buyer and Seller hereby acknowledge that they have each been represented by
counsel in the negotiation, execution and delivery of this Agreement and that
their lawyers have fully explained the meaning of the Agreement, including in
particular the jury-trial waiver. Any question of doubtful interpretation shall
not be resolved by any rule providing for interpretation against the party who
causes the uncertainty to exist or against the drafter of this Agreement.

12.7. ATTORNEYS' FEES. In the event of any dispute between the parties
to this Agreement, Seller or Buyer, as the case may be, shall reimburse the
prevailing party for its reasonable attorneys' fees and other costs incurred in
enforcing its rights or exercising its remedies under this Agreement. Such
right of reimbursement shall be in addition to any other right or remedy that
the prevailing party may have under this Agreement.

12.8. SEVERABILITY. If any term or provision of this Agreement, or the
application thereof to any person or circumstance shall, to any extent be held
invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and
each such term and provision of this Agreement shall be valid and be enforced
to the fullest extent permitted by law.

12.9. NOTICES. Any notice, demand or request required or permitted
to be given under the provisions of this Agreement shall be in writing,
addressed to the following addresses, or to such other address as any party may
request:

If to Seller:

c/o Infinity Broadcasting Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Mr. Xxx Xxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000

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With a copy (which shall not constitute notice) to:

Xxxxxxxxx, Xxxxxx & Xxxxxx
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 202-293-7783

If to Buyer:

Xxxxxx X. Xxxxxxxxx, Xx.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000

With a copy (which shall not constitute notice) to:

Xxxxx X. Xxxxxxxx, Esq.
Suite 110
0000 X. Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000

Any such notice, demand or request shall be deemed to have been duly delivered
and received (a) on the date of personal delivery, or (b) on the date of
transmission, if sent by facsimile (but only if a hard copy is also sent by
overnight courier), or (c) on the date of receipt, if mailed by registered or
certified mail, postage prepaid and return receipt requested, or (d) on the
date of a signed receipt, if sent by an overnight delivery service, but only if
sent in the same manner to all persons entitled to receive notice or a copy.

12.10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.

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ARTICLE 13

DEFINITIONS

13.1. DEFINED TERMS. Unless otherwise stated in this Agreement, the
following terms when used herein shall have the meanings assigned to them below
(such meanings to be equally applicable to both the singular and plural forms
of the terms defined).

"Agreement" shall mean this Asset Purchase Agreement.

"Asbestos" shall mean any and all varieties of materials included in
the definition of "asbestos" under any federal or state law or regulation
relating to the protection of human health or the environment.

"Asbestos-Containing Material" shall mean any material containing more
than one (1) percent Asbestos by weight.

"Buyer" shall have the meaning set forth in the preamble to this
Agreement.

"Claimant" shall have the meaning set forth in SECTION 9.3.

"Closing" shall have the meaning set forth in SECTION 1.1.

"Closing Date" shall mean the date on which the Closing is completed.

"Disposition Trust" shall have the meaning set forth in SECTION 12.2.

"Effective Time" shall have the meaning set forth in SECTION 2.4.

"Environmental Audit" shall have the meaning set forth in SECTION 6.8.

"Environmental Laws" shall mean all applicable local, state and
federal statutes and regulations relating to the protection of human health or
the environment including the FCC's regulations concerning radio frequency
radiation.

"Escrow Agent" shall mean SouthWest Land Title, Dallas, Texas.

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"Escrow Agreement" shall mean the agreement among Seller, Buyer and
Escrow Agent substantially in the form attached hereto as EXHIBIT A.

"Escrow Deposit" shall mean the amount held by the Escrow Agent
pursuant to the Escrow Agreement.

"FCC" shall have the meaning set forth in the preamble to this
Agreement.

"FCC Application" shall mean the application that Seller and Buyer
must file with the FCC requesting its consent to the assignment of the FCC
Licenses from Seller to Buyer.

"FCC Consent" shall mean the action by the FCC granting the FCC
Application.

"FCC Licenses" shall have the meaning set forth in SECTION 1.2.

"Final Order" shall mean action by the FCC, with respect to the FCC
Application, (i) which has not been vacated, reversed, stayed, or suspended;
(ii) with respect to which no timely appeal, request for stay or petition for
rehearing, reconsideration or review by any party or by the FCC on its own
motion, is pending; and (iii) as to which the time for filing any such appeal
request, petition, or similar document or for the reconsideration or review by
the FCC on its own motion under the Communications Act of 1934, as amended, and
the rules and regulations of the FCC, has expired.

"Hazardous Substance" shall mean all hazardous or toxic waste or
material which, because of its quantity, concentration or physical, chemical or
infectious characteristics, may cause or pose a present or potential hazard to
human health or the environment when improperly used, treated, stored, disposed
of, generated, manufactured, transported or otherwise handled. "Hazardous
Substance" shall include, but is not limited to, any and all hazardous or toxic
substances, materials or wastes as defined or listed under the Resource
Conservation and Recovery Act, the Toxic Substances Control Act, the
Comprehensive Environmental Response, Compensation and Liability Act or any
comparable state statute or any regulation promulgated under any of such
federal or state statutes. "Hazardous Substance" shall not include ordinary
quantities of consumer or commercial products used in the normal course of
broadcast station operations, including grounds and building operation and
maintenance; provided, that such products have been properly stored, handled
and disposed of.

-24-

"Indemnitor" shall have the meaning set forth in SECTION 9.3.

"Liens" shall mean mortgages, deeds of trust, liens, security
interests, pledges, collateral assignments, conditional sales agreements,
leases, encumbrances, claims, or other defects of title, but shall not include
(i) liens for current taxes not yet due and payable, (ii) other liens imposed
by law (such as materialman's, mechanic's, carrier's, worker's and repairman's
liens) arising in the ordinary course of business (provided that such liens do
not interfere in any material respect with the use of the Station Assets as
currently used and that Seller remains liable for paying such liens), (iii)
valid leases or subleases to third parties with respect to property not used in
the operation of the Station, and (iv) defects in title or other matters that
do not materially adversely affect the continued use of the property as
currently used by Seller.

"Merger" shall mean the merger of Infinity Broadcasting Corporation, a
Delaware corporation, into Westinghouse Electric Company, a Pennsylvania
corporation pursuant to an Agreement and Plan of Merger dated as of June 20,
1996.

"PCB" shall mean polychlorinated biphenyl.

"Personal Property" shall have the meaning set forth in SECTION 1.2.

"Purchase Price" shall have the meaning set forth in SECTION 2.1.

"Real Property" shall have the meaning set forth in SECTION 1.2(C).

"Seller" shall have the meaning set forth in the preamble to this
Agreement.

"Station" shall have the meaning set forth in the preamble to this
Agreement.

"Station Assets" shall mean the assets to be transferred to Buyer
hereunder, as more fully specified in SECTION 1.2.

"Survival Period" shall have the meaning set forth in Section 9.5.

"To Buyer's knowledge," or words of similar import, shall mean to the
actual knowledge of the president or chief financial officer of Buyer.

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"To Seller's knowledge," or words of similar import, shall mean to the
actual knowledge of the president or chief financial officer of Seller.

"Unwind Agreement" shall have the meaning set forth in SECTION 8.1(C).

"Upset Date" shall have the meaning set forth in SECTION 10.1.

13.2. MISCELLANEOUS TERMS. The term "or" is disjunctive; the term
"and" is conjunctive. The term "shall" is mandatory; the term "may" is
permissive. Masculine terms apply to females; feminine terms apply to males.
The term "includes" or "including" is by way of example and not limitation.

[Signatures following this page.]

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IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase
Agreement to be duly executed as of the date first written above.

SELLER:

INFINITY BROADCASTING
CORPORATION OF TEXAS

By: /s/ XXXXX XXXXXXX
------------------------------
Name: Xxxxx Xxxxxxx
-----------------------
Title: CFO
-----------------------

BUYER:

XXXXXX XXXXXXXXX, INC.

By: /s/ MARCOS PODRIGUEZ
------------------------------
Name: Marcos Podriguez
-----------------------
Title: President
-----------------------

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