by and between

Exhibit 2(h)

EXECUTION COPY

===============================================================================

ASSET PURCHASE AGREEMENT

by and between

INFINITY BROADCASTING CORPORATION OF DALLAS

and

INSPIRATION MEDIA OF TEXAS, INC.

Dated as of September 30, 1996

===============================================================================

TABLE OF CONTENTS

Page

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

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

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

2.1. Purchase Price.............................................................2
2.2. Payment of Cash Purchase Price.............................................3
2.3. Transfer of the KDFX Assets................................................3
2.4. Allocation.................................................................4

ARTICLE 3 ASSUMPTION OF OBLIGATIONS; PRORATIONS......................................4

3.1. Assumption of Obligations..................................................4
3.2. Limitation.................................................................4
3.3. Proration of Expenses......................................................5
3.4. Payment of Proration Items.................................................5

ARTICLE 4 REPRESENTATIONS AND WARRANTIES
COMMON TO BOTH INFINITY AND SALEM..........................................6

4.1. Organization and Standing..................................................6
4.2. Authorization and Binding Obligation.......................................6
4.3. Absence of Conflicting Agreements or Required Consents.....................6
4.4. No Litigation..............................................................6
4.5. Taxes......................................................................7
4.6. Insolvency Proceedings.....................................................7
4.7. Broker's Fees..............................................................7

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF INFINITY.................................7

5.1. FCC Authorizations and Qualifications......................................7
5.2. Title to and Condition of Personal Property................................8
5.3. Assumed Contracts; Real Estate Leases......................................8
5.4. Compliance With Laws.......................................................9
5.5. Insurance.................................................................10

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SALEM...................................10

6.1. FCC Authorizations and Qualifications.....................................10
6.2. Title to and Condition of Personal Property...............................10
6.3. Assumed Contracts; Real Estate Leases.....................................11
6.4. Compliance With Laws......................................................11
6.5. Insurance.................................................................12

ARTICLE 7 GOVERNMENTAL CONSENTS.....................................................12

7.1. FCC Application...........................................................12
7.2 Compliance with HSRA......................................................13
7.3 Other Governmental Consents...............................................13

ARTICLE 8 COVENANTS.................................................................14

8.1. Conduct of Business.......................................................14
8.2. Notification..............................................................14
8.3. Access....................................................................14
8.4. Third-Party Consents......................................................15
8.5. Pre-Closing Efforts.......................................................15
8.6. Risk of Loss..............................................................15
8.7. Confidentiality...........................................................16
8.7. Further Assurances........................................................16
8.8. Covenant Not to Compete...................................................16
8.9. KDFX Transmitter Site Lease...............................................16

ARTICLE 9 CONDITIONS PRECEDENT......................................................16

9.1. To Salem's Obligations....................................................16
9.2. To Infinity's Obligations.................................................17

ARTICLE 10 DOCUMENTS TO BE DELIVERED AT THE CLOSING..................................18

10.1. Documents to be Delivered by Infinity.....................................18
10.2. Documents to be Delivered by Salem........................................18

ARTICLE 11 INDEMNIFICATION, SURVIVAL.................................................19

11.1. Infinity's Indemnities....................................................19
11.2. Salem's Indemnities.......................................................20
11.3. Procedure for Indemnification.............................................20
11.4. Limitations. ...........................................................21

11.5. Survival of Representations, Warranties and Covenants.....................22
11.6. Sole Remedy...............................................................22

ARTICLE 12 TERMINATION RIGHTS........................................................22

12.1. Termination...............................................................22
12.2. Effect of Termination.....................................................23

ARTICLE 13 REMEDIES UPON DEFAULT; SPECIFIC PERFORMANCE...............................23

13.1. Default by Infinity; Specific Performance. ...............................23
13.2. Default by Salem; Liquidated Damages......................................23

ARTICLE 14 OTHER PROVISIONS..........................................................24

14.1. Transfer Taxes and Expenses...............................................24
14.2. Benefit and Assignment....................................................24
14.3. Entire Agreement; Schedules; Amendment; Waiver............................24
14.4. Headings..................................................................24
14.5. Computation of Time.......................................................25
14.6. Governing Law; Waiver of Jury Trial.......................................25
14.7. Attorneys' Fees...........................................................25
14.8. Severability..............................................................25
14.9. Notices...................................................................25
14.10. Counterparts..............................................................26

ARTICLE 15 DEFINITIONS...............................................................26

15.1. Defined Terms.............................................................26
15.2. Miscellaneous Terms.......................................................30

iii

EXHIBITS

Exhibit A Escrow Agreement
Exhibit B Form of Covenant Not to Compete
Exhibit C Form of Amended KDFX Transmitter Site Lease

SCHEDULES

Schedule 1.2(a) KEWS FCC Licenses
Schedule 1.2(c) KEWS Main Studio Equipment
Schedule 1.2(d) KEWS Assumed Contracts
Schedule 2.3(a)(i) KDFX FCC Licenses
Schedule 2.3(a)(iii) KDFX Main Studio Equipment
Schedule 2.3(a)(iv) KDFX Assumed Contracts
Schedule 4.3(a) Infinity's Required Consents
Schedule 4.3(b) Salem's Required Consents
Schedule 5.1 Infinity's FCC Qualifications Exceptions

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement"), made as of the 30th
day of September 1996, is between Infinity Broadcasting Corporation of Dallas,
a Delaware corporation ("Infinity"), and Inspiration Media of Texas, Inc., a
Texas corporation ("Salem").

Infinity is the licensee of station KEWS-FM, 00.0 xXx, Xxxxxxxxx,
Xxxxx ("KEWS"). Salem is the licensee of station KDFX(AM), 0000 xXx, Xxxxxx,
Xxxxx ("KDFX").

Salem has expressed an interest in acquiring certain assets used in
the operation of KEWS, including the KEWS FCC Licenses (as defined below).
Infinity has expressed an interest in acquiring certain assets used in the
operation of KDFX, including the KDFX FCC Licenses (as defined below). Infinity
has agreed to sell the KEWS Assets (as defined below) to Salem in return for
the payment of $32,000,000 and the assignment of the KDFX Assets (as defined
below). Definitions of capitalized terms in this Agreement are set forth in
SECTION 15.1.

The assignment of KEWS FCC Licenses to Salem and the assignment of the
KDFX FCC Licenses to Infinity require the prior consent of the Federal
Communications Commission ("FCC").

Therefore, the parties agree as follows:

ARTICLE 1

ASSETS TO BE CONVEYED

1.1. CLOSING. Subject to SECTION 12.1 (Termination Rights), the
closing (the "Closing") of the sale and purchase of the KEWS Assets and the
KDFX 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 9.1(b) and 9.2(b) (FCC Consent), but in no event prior to December
2, 1996, or at such other place, time or date as Salem and Infinity may agree
in writing.

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

(a) all of Infinity'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 Infinity
exclusively in the operation of KEWS, including any pending
applications therefor, all as set forth in Schedule 1.2(a) (the "KEWS
FCC Licenses").

(b) all of Infinity's right, title and interest in the
equipment, spare parts and other tangible personal property located at
the KEWS transmitter site and used or held for use exclusively in the
operation of KEWS (the "KEWS Transmitter Site Equipment");
7
(c) all of Infinity's right, title and interest in the
equipment, spare parts and other tangible personal property listed on
Schedule 1.2(c) (the "KEWS Main Studio Equipment" and together with
the KEWS Transmitter Site Equipment, the "KEWS Personal Property");

(d) all of Infinity's rights under and interest in, to
the extent assignable, the leases set forth contained in Schedule
1.2(d) (the "KEWS Assumed Contracts");

(e) KEWS's public inspection file, filings with the FCC
related to KEWS, executed copies of all written KEWS Assumed
Contracts, and such technical information, engineering data, rights
under manufacturers' warranties as exist at Closing and relate
exclusively to the KEWS Personal Property being conveyed hereunder.

The KEWS Assets shall be delivered without any representation or warranty by
Infinity except as expressly set forth in this Agreement, and Salem
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 ARTICLES 4 AND 5 hereof. The KEWS Assets shall be conveyed to Salem
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 KEWS
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 Infinity or any of its affiliates, including
all right, title and interest in the call sign "KEWS," which Salem agrees
Infinity may use on any other station the Dallas/Ft. Worth market, including
station KDFX after it has been acquired by Infinity.

ARTICLE 2

PURCHASE PRICE

2.1. PURCHASE PRICE.

(a) The aggregate purchase price to be paid by Salem for the KEWS
Assets (the "Purchase Price") shall be (i) $32,100,000 (the "Cash Purchase
Price") plus (ii) the assignment of the KDFX Assets as provided in SECTION 2.3
below.

(b) The parties stipulate that the Purchase Price is not based in any
way upon the ratings or financial performance of either KEWS or KDFX. Neither
station is being sold as a going concern, and the assets being conveyed do not
include any goodwill or intellectual property. Therefore, neither Infinity nor
Salem makes any representation or warranty as to ratings or cash flow, and
neither Salem's nor Infinity's obligations under this Agreement are conditioned
in any way on the financial performance between the date of this Agreement and
the Closing of the station to be acquired.

2.2. PAYMENT OF CASH PURCHASE PRICE. Salem shall pay the Cash
Purchase Price as follows:

(a) Simultaneous with the execution of this Agreement, Salem
shall deposit $1,600,000 with the Escrow Agent to be held and
distributed pursuant to the Escrow Agreement.

(b) At the Closing, Salem shall pay $30,500,000 by wire
transfer prior to 3:00 p.m., local Washington, D.C. time, of
immediately available federal funds to an account at a bank or
financial institution pursuant to wire instructions that Infinity
shall deliver to Salem at least one (1) business day prior to the
Closing Date.

2.3. TRANSFER OF THE KDFX ASSETS.

(a) At the Closing, Salem shall sell, assign, transfer and convey to
Infinity, and Infinity shall acquire from Salem, the following assets (the
"KDFX Assets"):

(i) all of Salem'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 Salem exclusively in the
operation of KDFX, including any pending applications therefor, all as
set forth in Schedule 2.3(i) (the "KDFX FCC Licenses").

(ii) all of Salem's right, title and interest in the
equipment, spare parts and other tangible personal property located at
the KDFX transmitter site and used or held for use exclusively in the
operation of KDFX (the "KDFX Transmitter Site Equipment");

(iii) all of Salem's right, title and interest in the
equipment, spare parts and other tangible personal property included
on Schedule 2.3(a)(iii) (the "KDFX Main Studio Equipment" and together
with the KDFX Transmitter Site Equipment, the "KDFX Personal
Property");

(iv) subject to the requirement of SECTION 8.9 of this
Agreement, all of Salem's rights under and interest in, to the extent
assignable, the leases set forth in Schedule 2.3(a)(iv) (the "KDFX
Assumed Contracts");

(v) KDFX's public inspection file, filings with the FCC
related to KDFX, executed copies of all written KDFX Assumed
Contracts, and such technical information, engineering data, rights
under manufacturers' warranties as exist at Closing and relate
exclusively to the KDFX Personal Property being conveyed hereunder.

The KDFX Assets shall be delivered without any representation or warranty by
Salem except as expressly set forth in this Agreement, and Infinity
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 ARTICLES 4 AND 6 hereof. The KDFX Assets shall be conveyed to Infinity
free and clear of all Liens, except as otherwise expressly provided in this
Agreement.

(b) Except as set forth in this SECTION 2.3, the KDFX 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 Salem or any of its affiliates, including all right, title and
interest in the call sign "KDFX," which Infinity agrees Salem may use on any
other station the Dallas/Ft. Worth market, including station KEWS after it has
been acquired by Salem.

2.4. ALLOCATION. If Salem and Infinity are unable to agree between the
date hereof and the Closing on an allocation of the Purchase Price for income
tax purposes, Infinity shall arrange for an appraisal of the KDFX Assets and
the KEWS Assets. Any such appraisal shall be completed within one hundred
eighty (180) days after the Closing, and based upon such appraisal, if
prepared, Infinity shall prepare an initial draft of IRS Form 8594. Infinity
shall forward such form to Salem for its approval. If the parties reach an
agreement on the contents of IRS Form 8594, Salem and Infinity 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.

ARTICLE 3

ASSUMPTION OF OBLIGATIONS; PRORATIONS

3.1. ASSUMPTION OF OBLIGATIONS.

(a) At the Closing, Salem shall assume and undertake to pay, satisfy
or discharge (i) all liabilities, obligations and commitments of Infinity under
the KEWS Assumed Contracts, arising or accruing after 12:01 a.m., local Dallas
time, on the Closing Date (the "Effective Time"), and (ii) all liabilities,
obligations and commitments arising from or relating to the ownership of the
KEWS Assets after the Effective Time.

(b) At the Closing, Infinity shall assume and undertake to pay,
satisfy or discharge (i) all liabilities, obligations and commitments of Salem
under the KDFX Assumed Contracts, arising or accruing after the Effective Time,
subject to the requirement of SECTION 8.9 of this Agreement, and (ii) all
liabilities, obligations and commitments arising from or relating to the
ownership of the KDFX Assets after the Effective Time.

3.2. LIMITATION. Except as set forth in SECTION 3.1, Infinity and
Salem expressly do not, and shall not, assume or be deemed to assume, under
this Agreement or otherwise by

reason of the transactions contemplated hereby, any liabilities, obligations or
commitments of the other of any nature whatsoever.

3.3. PRORATION OF EXPENSES. All expenses arising from the operation of
the KEWS Assets and the KDFX Assets shall be prorated between Infinity and
Salem as of the Effective Time in accordance with GAAP. Such prorations shall
be based upon the principle that (a) Infinity shall be responsible for all
liabilities and obligations accruing in connection with the ownership of the
KEWS Assets until the Effective Time, and Salem shall (subject to SECTION 3.2
above) be responsible for such liabilities and obligations accruing thereafter
and (b) Salem shall be responsible for all liabilities and obligations accruing
in connection with the ownership of the KDFX Assets until the Effective Time,
and Infinity shall (subject to SECTION 3.2 above) be responsible for such
liabilities and obligations accruing thereafter. Such prorations shall include,
without limitation, all ad valorem and other property taxes (but excluding
taxes arising by reason of the transfers of the KEWS Assets and the KDFX Assets
as contemplated hereby, which shall be paid as set forth in SECTION 14.1 of
this Agreement), deposits, utility expenses, liabilities and obligations under
the KEWS Assumed Contracts and the KDFX Assumed Contracts, rents and similar
prepaid and deferred items and all other expenses attributable to the ownership
and operation of the KEWS Assets and the KDFX Assets. Any real estate taxes
shall be apportioned on the basis of the number of days that each party owned
such real property during the relevant tax year.

3.4. PAYMENT OF PRORATION ITEMS. Three (3) business days prior to the
Closing, Infinity shall deliver to Salem a preliminary list of all items to be
prorated pursuant to SECTION 3.3 and, to the extent feasible, such prorations
shall be made at the Closing. In the event Infinity and Salem do not reach a
final agreement on such prorations at the Closing, Salem shall deliver to
Infinity a schedule of its proposed prorations (which shall set forth in
reasonable detail the basis for those determinations) (the "Proration
Schedule") no later than forty-five (45) days after the Closing Date. The
Proration Schedule shall be conclusive and binding upon Infinity unless
Infinity provides Salem with written notice of objection (the "Notice of
Disagreement") within thirty (30) days after Infinity's receipt of the
Proration Schedule, which notice shall state the prorations of expenses
proposed by Infinity (the "Infinity's Proration Amount"). Salem shall have
twenty (20) days from receipt of a Notice of Disagreement to accept or reject
Infinity's Proration Amount. If Salem rejects Infinity's Proration Amount, the
dispute shall be submitted within ten (10) days to the Dallas office of Xxxxxx
Xxxxxxxx (the "Referee") for resolution of the dispute, such resolution to be
made within thirty (30) days after submission to the Referee and to be final,
conclusive and binding on Infinity and Salem. Salem and Infinity agree to share
equally the cost and expenses of the Referee, but each party shall bear its own
legal and other expenses, if any. Payment by Salem or Infinity, as the case may
be, for the proration amounts determined pursuant to this SECTION 3.4 shall be
due fifteen (15) days after the last to occur of (a) Infinity's acceptance of
the Proration Schedule or failure to give Salem a timely Notice of
Disagreement; (b) Salem's acceptance of Infinity's Proration Amount or failure
to reject Infinity's Proration Amount

within twenty (20) days of receipt of a Notice of Disagreement; and (c) notice
to Infinity and Salem of the resolution of the disputed amount by the Referee.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES
COMMON TO BOTH INFINITY AND SALEM

Infinity represents and warrants to Salem, and Salem represents and
warrants to Infinity, as follows (the party making the representations and
warranties being referred to as the "Representing Party"):

4.1. ORGANIZATION AND STANDING. The Representing Party (a) is a
corporation duly formed, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, (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 assets it is conveying hereunder and to carry on its business as
now conducted.

4.2. AUTHORIZATION AND BINDING OBLIGATION. The Representing Party has
the full right and authority to execute and deliver this Agreement, to perform
its obligations hereunder, and to consummate the transactions provided for
herein. All required corporate action with respect to the Representing Party
has been taken to approve this Agreement and the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the
Representing Party and constitutes its valid and binding obligation,
enforceable against the Representing Party in accordance with its terms.

4.3. ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS. Except as
set forth in ARTICLE 7 and in Schedules 4.3 (a) and (b) hereto, the execution,
delivery and performance of this Agreement by the Representing Party: (a) do
not and will not violate any provisions of the Representing Party'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 the Representing Party is now subject.

4.4. NO LITIGATION. There are (a) no unsatisfied judgments,
awards, orders, writs, injunctions, arbitration decisions or decrees
outstanding, and (b) no claims, actions, suits, investigations or proceedings
pending or, to the best of the Representing Party's knowledge, threatened
against or affecting the Representing Party's assets to be conveyed hereunder,
in

any court or before any governmental authority or arbitrator that (if adversely
determined, in the case of pending or threatened matters) would impair in any
material respect the ability of the Representing Party to perform its
obligations hereunder or would impair or hinder in any material respect the
ability or right of the Acquiring Party to operate the station to be conveyed
to it by the Representing Party after the Closing in the manner heretofore
operated by the Representing Party.

4.5 TAXES. There are no tax audits or other governmental proceedings
pending or, to the best of the Representing Party's knowledge, threatened that
could result in a Lien on the assets being conveyed by the Representing Party
hereunder or the imposition of any tax liability on the Acquiring Party and, to
the best of the Representing Party's knowledge, no event has occurred that
could impose on the applicable Acquiring Party any liability for any taxes,
penalties or interest due or to become due from the Representing Party.

4.6 INSOLVENCY PROCEEDINGS. Neither the Representing Party nor any of
the Representing Party's assets to be conveyed hereunder are the subject of any
pending insolvency proceedings of any character. The Representing Party has
neither made an assignment for the benefit of creditors nor taken any action
with a view to the institution of any such insolvency proceedings.

4.7. BROKER'S FEES. Except for the brokerage fee payable to Xxxx
Xxxxxxx & Co., neither the Representing Party 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, and no person or entity is entitled to any such payment from the
Representing Party in connection with the transactions contemplated by this
Agreement. The parties agree that Infinity shall pay $100,000 and Salem shall
pay the balance of any brokerage fee payable to Xxxx Xxxxxxx & Co.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF INFINITY

Infinity represents and warrants to Salem as follows:

5.1. FCC AUTHORIZATIONS AND QUALIFICATIONS.

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

KEWS FCC Licenses, applicable to radio broadcast licenses generally or
otherwise disclosed in Schedule 1.2(a). Except as disclosed in Schedule 1.2(a),
KEWS is being operated at full authorized power in material compliance with the
terms and conditions of the KEWS FCC Licenses and the rules and regulations of
the FCC.

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

(c) Except as disclosed on Schedule 5.1, to the best of its knowledge,
Infinity is legally, financially and otherwise qualified under the
Communications Act of 1934, as amended, and the rules and regulations of the
FCC (together, the "Act"), to become the assignee of the KDFX FCC Licenses.
Infinity has no reason to believe that the FCC Applications might be challenged
or might not be granted by the FCC in the ordinary course.

5.2. TITLE TO AND CONDITION OF PERSONAL PROPERTY. At the Closing,
Infinity will have good title to the KEWS Personal Property free and clear of
all Liens. At the Closing, the KEWS Personal Property will be in good operating
condition and repair (ordinary wear and tear excepted), will be performing
satisfactory 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.

5.3. ASSUMED CONTRACTS; REAL ESTATE LEASES.

(a) Infinity has delivered to Salem true and complete copies of all of
the KEWS Assumed Contracts. At the Closing, all KEWS Assumed Contracts will be
valid, binding and enforceable by Infinity in accordance with their respective
terms, except as limited by laws affecting creditors' rights or equitable
principles generally. At the Closing, Infinity will have complied in all
material respects with all KEWS Assumed Contracts. To Infinity's knowledge, no
other contracting party will be in material default under any of the KEWS
Assumed Contracts as of the Closing. Except as set forth in Schedule 4.3(a), as
of the Closing, Infinity will have full legal power and authority to assign its
rights under the KEWS Assumed Contracts to Salem in accordance with this
Agreement on terms and conditions no less favorable than those in effect on the
date hereof, and such assignment will not require the consent of any third
party or affect the validity, enforceability and continuity of any of the KEWS
Assumed Contracts.

(b) So long as Infinity fulfills its obligations under any real
property lease set forth on Schedule 1.2(d), Infinity has enforceable rights to
nondisturbance and quiet enjoyment, and no third party holds any interest in
the leased premises (the "KEWS Real Property") with the right to foreclose upon
Infinity's leasehold or subleasehold interest. All of KEWS's transmitting
antenna, antenna towers, guy anchors, transmitter buildings and related

improvements are located entirely on the KEWS Real Property. Infinity has no
knowledge of any pending, threatened or contemplated action to take by eminent
domain or otherwise to condemn any part of the KEWS Real Property.

5.4. COMPLIANCE WITH LAWS. Infinity 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 KEWS. Without limiting the
generality of the foregoing:

(a) The KEWS transmitting and other equipment to be conveyed
hereunder is operating in accordance with the terms and conditions of
the KEWS 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 Infinity with the FCC have been so
filed. Such items as are required to be placed in KEWS's local public
inspection files have been placed in such files. All proofs of
performance and measurements that are required to be made by Infinity
with respect to KEWS's transmission facilities have been completed and
filed at KEWS. All information contained in the foregoing documents is
true, complete and accurate in all material respects.

(c) To the best of Infinity'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 KEWS Real Property, (ii) has been spilled, released or
disposed of on property adjacent to the KEWS Real Property, or (iii)
has otherwise come to be located on or under the KEWS Real Property,
(b) the KEWS Real Property and all operations on the KEWS Real
Property are in compliance with all Environmental Laws, and (c)
Infinity has obtained all environmental, health and safety permits
necessary for the operation of KEWS, and all such permits are in full
force and effect, and Infinity is in compliance with the terms and
conditions of all such permits. No outstanding liens have been placed
on the KEWS Real Property under any Environmental Laws. Infinity 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 Infinity or
any tenants of Infinity, or otherwise involving the KEWS Real Property
or the operations conducted on the KEWS Real Property. The KEWS Real
Property and all operations conducted on the KEWS Real Property are in
compliance with all federal and state statutes and regulations
relating to Asbestos, and to the best of Infinity's knowledge, no
Asbestos-Containing Material is present in any of the improvements on
the KEWS Real Property or is otherwise located on the KEWS Real
Property. To the best of Infinity's knowledge, there are no
underground storage tanks, whether in use or closed, on or under the
KEWS Real Property, and no PCB is

present on the KEWS Real Property. No PCB is used in the KEWS
Personal Property.

5.5. INSURANCE. The KEWS Assets are, and will be until the
Closing Date, in the reasonable judgment of Infinity, adequately insured.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF SALEM

Salem represents and warrants to Infinity as follows:

6.1. FCC AUTHORIZATIONS AND QUALIFICATIONS.

(a) Schedule 2.3(a)(i) contains a true and complete list of
the KDFX FCC Licenses, and there are no other licenses, permits or other
authorizations from the FCC required for the lawful operation of KDFX in the
manner now operated. The KDFX FCC Licenses are in full force and effect. All
required FCC regulatory fees with respect to the KDFX FCC Licenses have been
paid. The KDFX FCC Licenses have been issued for the full terms customarily
issued to a radio broadcast station in the State of Texas, and the KDFX FCC
Licenses are not subject to any condition except for conditions shown on the
face of the KDFX FCC Licenses, applicable to radio broadcast licenses generally
or otherwise disclosed in Schedule 2.3(a)(i). Except as disclosed in Schedule
2.3(a)(i), KDFX is being operated at full authorized power in material
compliance with the terms and conditions of the KDFX FCC Licenses and the rules
and regulations of the FCC.

(b) Except as set forth in Schedule 2.3(a)(i), to Salem's
knowledge, there are no applications, petitions, complaints, proceedings or
other actions pending or threatened before the FCC relating to KDFX, other than
proceedings affecting the radio broadcasting industry generally.

(c) To the best of its knowledge, Salem is legally,
financially and otherwise qualified under the Act to be the assignee of the
KEWS FCC Licenses. Salem has no reason to believe that the FCC Applications
might be challenged or might not be granted by the FCC in the ordinary course.

6.2. TITLE TO AND CONDITION OF PERSONAL PROPERTY. At the Closing,
Salem will have good title to the KDFX Personal Property free and clear of all
Liens. At the Closing, the KDFX Personal Property will be in good operating
condition and repair (ordinary wear and tear excepted), will be performing
satisfactory 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.

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6.3. ASSUMED CONTRACTS; REAL ESTATE LEASES.

(a) Salem has delivered to Infinity true and complete copies of all of
the KDFX Assumed Contracts. At the Closing, all KDFX Assumed Contracts will be
valid, binding and enforceable by Salem in accordance with their respective
terms, except as limited by laws affecting creditors' rights or equitable
principles generally. At the Closing, Salem will have complied in all material
respects with all KDFX Assumed Contracts. To Salem's knowledge, no other
contracting party will be in material default under any of the KDFX Assumed
Contracts as of the Closing. Except as set forth in Schedule 4.3(b), as of the
Closing, Salem will have full legal power and authority to assign its rights
under the KDFX Assumed Contracts to Infinity in accordance with this Agreement
on terms and conditions no less favorable than those in effect on the date
hereof, and such assignment will not require the consent of any third party or
affect the validity, enforceability and continuity of any of the KDFX Assumed
Contracts.

(b) So long as Salem fulfills its obligations under any real property
lease set forth on Schedule 2.3(a)(iv), Salem has enforceable rights to
nondisturbance and quiet enjoyment, and no third party holds any interest in
the leased premises (the "KDFX Real Property") with the right to foreclose upon
Salem's leasehold or subleasehold interest. All of KDFX's transmitting towers,
ground radials, guy anchors, transmitter buildings and related improvements are
located entirely on the KDFX Real Property. Salem has no knowledge of any
pending, threatened or contemplated action to take by eminent domain or
otherwise to condemn any part of the KDFX Real Property.

6.4. COMPLIANCE WITH LAWS. Salem 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 KDFX. Without limiting the
generality of the foregoing:

(a) The KDFX transmitting and other equipment to be conveyed
hereunder is operating in accordance with the terms and conditions of
the KDFX 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 Salem with the FCC have been so
filed. Such items as are required to be placed in KDFX's local public
inspection files have been placed in such files. All proofs of
performance and measurements that are required to be made by Salem
with respect to KDFX's transmission facilities have been completed and
filed at KDFX. All information contained in the foregoing documents is
true, complete and accurate in all material respects.

(c) To the best of Salem'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 KDFX Real Property, (ii) has been spilled, released or
disposed of on property adjacent to the KDFX Real Property, or (iii)
has otherwise come to be located on or under the KDFX Real Property,
(b) the KDFX Real Property and all operations on the KDFX Real
Property are in compliance with all Environmental Laws, and (c) Salem
has obtained all environmental, health and safety permits necessary
for the operation of KDFX, and all such permits are in full force and
effect, and Salem is in compliance with the terms and conditions of
all such permits. No outstanding liens have been placed on the KDFX
Real Property under any Environmental Laws. Salem 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 Salem or any tenants of
Salem, or otherwise involving the KDFX Real Property or the operations
conducted on the KDFX Real Property. The KDFX Real Property and all
operations conducted on the KDFX Real Property are in compliance with
all federal and state statutes and regulations relating to Asbestos,
and to the best of Salem's knowledge, no Asbestos-Containing Material
is present in any of the improvements on the KDFX Real Property or is
otherwise located on the KDFX Real Property. To the best of Salem's
knowledge, there are no underground storage tanks, whether in use or
closed, on or under the KDFX Real Property, and no PCB is present on
the KDFX Real Property. No PCB is used in the KDFX Personal Property.

6.5. INSURANCE. The KDFX Assets are, and will be until the
Closing Date, in the reasonable judgment of Salem, adequately insured.

ARTICLE 7

GOVERNMENTAL CONSENTS

7.1. FCC APPLICATION.

(a) The assignments of the KEWS FCC Licenses and the KDFX FCC Licenses
as contemplated by this Agreement are subject to the prior consent and approval
of the FCC. Between the date of this Agreement and the Closing, Salem shall not
directly or indirectly, control the operation of KEWS, and Infinity shall not
directly or indirectly, control the operation of KDFX.

(b) No later than five (5) business days after the date of this
Agreement, Salem and Infinity shall each prepare and jointly file complete and
grantable applications requesting the FCC's consent to the assignment of the
KEWS FCC Licenses to Salem and the assignment of KDFX FCC Licenses to Infinity
pursuant to this Agreement (the "FCC

Applications"). Infinity and Salem shall thereafter prosecute the FCC
Applications in good faith and with all reasonable diligence and otherwise use
their best efforts to obtain the grant of the FCC Applications as expeditiously
as practicable; provided, however, that neither Infinity nor Salem shall have
any obligation to satisfy any complainant or the FCC by taking any steps which
would have a material adverse effect upon Infinity or Salem 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 to either of the FCC
Applications 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 one of the FCC Consents, 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 12
(Termination Rights).

(c) All FCC filing or grant fees shall be borne equally by Salem and
Infinity. 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 Applications to be prepared by it and in connection
with the processing and defense of such applications.

7.2 COMPLIANCE WITH HSRA. Each party shall make or cause to be made
in a timely fashion, and in any event within ten (10) business days following
the date of this Agreement, all filings which are required in connection with
the transactions contemplated hereby under the HSRA, and shall furnish to the
other party all information that the other reasonably requests in connection
with such filings. The transfer of the KEWS Assets hereunder is conditioned upon
the expiration of the applicable waiting period under the HSRA without the
institution or threat of any action with respect to the consummation of the
transactions contemplated hereunder. Salem and Infinity shall split the cost of
any HSRA filing fees. Each party shall otherwise bear its own costs and expenses
(including the fees and disbursements of its counsel) in connection with the
preparation of any HSRA filing to be prepared by it and in connection with the
prosecution and defense of that filing.

7.3 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 8

COVENANTS

8.1. CONDUCT OF BUSINESS. Between the date of this Agreement and
the Closing, Infinity, with respect to KEWS, and Salem, with respect to KDFX,
shall, except as expressly permitted by this Agreement or with the prior
written consent of the other:

(a) comply in all material respects with all laws and
contractual obligations applicable to such station or to the conduct
of the business of such station;

(b) perform all material obligations relating to the
business of such station;

(c) refrain from selling, assigning, leasing or otherwise
transferring or disposing of any of the KEWS Assets or the KDFX
Assets, as the case may be, except for assets consumed or disposed of
in the ordinary course of business;

(d) maintain the KEWS Assets or the KDFX Assets, as the case
may be, 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 8.6 (Risk of Loss)) any
asset that may be damaged or destroyed with items of equal or greater
value and utility unless Infinity or Salem, as the case may be,
determines in good faith that such a repair or replacement is not
necessary or useful for the continued operation of such station; and

(e) not modify the KEWS Assumed Contracts or the KDFX Assumed
Contracts, as amended through the date of this Agreement.

8.2. NOTIFICATION. Between the date of this Agreement and the
Closing, Infinity and Salem shall each promptly notify the other 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 KEWS FCC Licenses or the KDFX FCC
Licenses, as the case may be, or that challenges the transactions contemplated
hereby, including any challenges to the FCC Applications; (b) the issuance of
any order to show cause, notice of violation, notice of apparent liability or
notice of forfeiture with respect to KEWS or KDFX; or (c) the submission, to
such party's knowledge, of any material complaint against or with respect to
KEWS or KDFX.

8.3. ACCESS. Between the date hereof and the Closing, Infinity
and Salem shall each give, upon prior reasonable notice, the other or it
representatives (including consultants

and advisors) reasonable access to the KEWS Assets or the KDFX Assets as
applicable. It is expressly understood that, pursuant to this SECTION 8.3, the
Acquiring Party, at its sole expense, shall be entitled to make such
engineering and other inspections of the KEWS Assets or the KDFX Assets, as
applicable, as it may desire, so long as such inspection does not unreasonably
interfere with the operation of such station in the conveying party's
reasonable judgment.

8.4. THIRD-PARTY CONSENTS. Between the date of this Agreement and the
Closing, each party shall use reasonable efforts to obtain the consent of any
third party necessary for the assignment of any of the KEWS Assumed Contracts
or KDFX Assumed Contracts; provided, that neither party shall be obligated to
pay any money to obtain such consent. In the event a consent or waiver required
with respect to the assignment of any of the KEWS Assumed Contracts or the KDFX
Assumed Contracts has not been obtained on or before the Closing, Infinity or
Salem, as the case may be, shall use reasonable efforts to provide the other
with the benefits of any such assumed contract (including, without limitation,
permitting such other party to enforce any rights of Infinity or Salem under
such assumed contract), and Salem or Infinity shall, to the extent Salem or
Infinity, as the case may be, is provided with the benefits of such assumed
contract, perform all obligations of the other party thereunder.

8.5. 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 KEWS FCC Licenses or the KDFX FCC Licenses, as the case may be, or
in any way delay grant of the FCC Applications 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.

8.6. RISK OF LOSS. The risk of any loss, damage, impairment,
confiscation, or condemnation of any of the KEWS Assets from any cause
whatsoever shall be borne by Infinity at all times prior to the Closing. The
risk of any loss, damage, impairment, confiscation, or condemnation of any of
the KDFX Assets from any cause whatsoever shall be borne by Salem at all times
prior to the Closing. If there is any loss, damage, impairment, confiscation,
or condemnation of or to any of such assets, Infinity or Salem, as the case may
be, shall repair, replace, or restore such assets (the "Damaged Assets") to
their prior condition as represented in this Agreement as soon thereafter as
possible; provided, however, that no party shall have any obligation to repair
or replace any immaterial or obsolete asset no longer necessary or useful for
the continued operation of the station consistent with past practice. If
Infinity or Salem, as the case may be (the "Repairing Party"), is unable to
repair

or replace the Damaged Assets by the date on which the Closing would otherwise
occur under this Agreement, then the Repairing Party shall reimburse all
reasonable costs incurred by the Acquiring Party in repairing or replacing the
Damaged Assets after the Closing.

8.7. CONFIDENTIALITY.

(a) Salem and Infinity 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,
Salem and Infinity 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 Salem and Infinity, there
shall be no public announcement relating to this Agreement or the transactions
proposed herein.

8.7. FURTHER ASSURANCES. Infinity and Salem 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.

8.8 COVENANT NOT TO COMPETE. At the Closing, Salem shall execute
and deliver, and cause its parent to execute and deliver, the Covenant Not to
Compete.

8.9 KDFX TRANSMITTER SITE LEASE. Prior to or at the Closing, Salem
shall enter into an amended lease for KDFX's transmitter site. Such amended
lease shall be in the form of EXHIBIT C hereto (the "Amended KDFX Transmitter
Site Lease").

ARTICLE 9

CONDITIONS PRECEDENT

9.1. TO SALEM'S OBLIGATIONS. The obligations of Salem 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
Infinity 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 8.1 of this
Agreement.

(ii) All of the terms, covenants and conditions to
be complied with and performed by Infinity 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 Consents to the Applications shall
have been obtained, without the imposition of any condition materially
adverse to Salem, and such FCC Consents shall have become Final
Orders; provided, that Salem agrees to waive the requirement of Final
Orders if its senior lenders consent to such waiver.

(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. Infinity shall have made or stand willing
to make all deliveries required under SECTION 10.1.

9.2 TO INFINITY'S OBLIGATIONS. The obligations of Infinity
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 Salem
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 Salem 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 Consents to the FCC Applications
shall have been obtained, without the imposition of any condition
materially adverse to Infinity, and such FCC Consents shall have
become Final Orders; provided, that Infinity agrees

to waive the requirement of Final Orders if Salem's senior lenders
consent to Salem's waiving of the requirement.

(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. Salem shall have made or stand willing to
make all the deliveries required under SECTION 10.2 and shall have
paid or stand willing to pay the Cash Purchase Price as provided in
SECTION 2.2.

ARTICLE 10

DOCUMENTS TO BE DELIVERED AT THE CLOSING

10.1. DOCUMENTS TO BE DELIVERED BY INFINITY. At the Closing,
Infinity shall deliver to Salem the following:

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

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

(i) an assignment of the KEWS FCC Licenses;

(ii) bills of sale for all KEWS Personal
Property;

(iii) assignments of the Assumed Contracts,
together with all third party consents as provided in SECTION
8.4;

(c) instruments, in form and substance reasonably
satisfactory to Salem and its counsel, pursuant to which Infinity
assumes the obligations, liabilities and commitments of Salem as
provided in ARTICLE 3; and

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

10.2. DOCUMENTS TO BE DELIVERED BY SALEM. At the Closing, Salem
shall deliver to Infinity the following:

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

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

(i) an assignment of the KDFX FCC Licenses;

(ii) bills of sale for all KDFX Personal
Property;

(iii) assignments of the Assumed Contracts,
together with all third party consents as provided in SECTION
8.4;

(c) instruments, in form and substance reasonably
satisfactory to Infinity and its counsel, pursuant to which Salem
assumes the obligations, liabilities and commitments of Infinity as
provided in ARTICLE 3;

(d) the Covenant Not to Compete duly executed by Salem
and its parent;

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

(f) the Amended KDFX Transmitter Site Lease executed by
the landlord thereunder and dated the Closing Date; and

(g) such other documents as may reasonably be requested
by Infinity's counsel.

ARTICLE 11

INDEMNIFICATION, SURVIVAL

11.1. INFINITY'S INDEMNITIES. From and after the Closing, Infinity
shall indemnify, defend, and hold harmless Salem 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:

(a) any liabilities or obligations of Infinity or its
affiliates not assumed by Salem under this Agreement;

(b) any untrue representation, breach of warranty, or
nonfulfillment of any covenant by Infinity contained in this Agreement
or in any certificate document or instrument delivered to Salem under
this Agreement;

(d) Infinity's operation or ownership of KDFX after the
Effective Time; or

(e) any failure to comply with any "bulk sales" laws
applicable to the sale of KEWS hereunder.

11.2. SALEM'S INDEMNITIES. From and after the Closing, Salem shall
indemnify, defend and hold harmless Infinity 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:

(a) any liabilities or obligations of Salem or its
affiliates not assumed by Infinity under this Agreement;

(b) any untrue representation, breach of warranty, or
nonfulfillment of any covenant by Salem contained in this Agreement or
in any certificate document or instrument delivered to Infinity under
this Agreement;

(d) Salem's operation or ownership of KEWS after the
Effective Time; or

(e) any failure to comply with any "bulk sales" laws
applicable to the sale of KDFX hereunder.

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

(a) The party seeking indemnification under this ARTICLE 11
(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
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.

11.4. LIMITATIONS.

(a) Neither Infinity nor Salem shall have any obligation to the other
party for any matter described in SECTION 11.1 or SECTION 11.2, as the case may
be, except upon compliance by the other party with the provisions of this
ARTICLE 11, particularly SECTION 11.3.

(b) Neither party shall be required to indemnify the other party under
this ARTICLE 11 unless (i) written notice of a claim under this ARTICLE 11 was
received by the party within the pertinent survival period specified in SECTION
11.5 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 $50,000, and then only for the excess
over $50,000. The foregoing "deductible" shall not apply to (i) any proration
of expenses under SECTION 3.3, (ii) either party's obligation to indemnify by
reason of such party's non-compliance with the provisions of any bulk sales
laws applicable to this transaction, or (iii) any obligation to indemnify
against third-party claims. Neither party shall have any liability to the other
party under any circumstances for special, consequential, punitive or exemplary
damages.

11.5. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations, warranties, covenants, indemnities and 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 six (6) months 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.

11.6. SOLE REMEDY. After the Closing, the right to
indemnification under this ARTICLE 11 shall be the exclusive remedy of any
party in connection with any breach or default by another party under this
Agreement.

ARTICLE 12

TERMINATION RIGHTS

12.1. TERMINATION.

(a) This Agreement may be terminated by either Salem or Infinity, 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:

(i) if, subject to the opportunity to cure period set
forth in Section 12.1(C) below, the other party is in material breach
of this Agreement;

(ii) if there shall be in effect any order or decree from
the Department of Justice or 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
either of the FCC Applications; or

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

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(b) This Agreement may be terminated by mutual written consent of
Salem and Infinity.

(c) 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 12.1(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 Cash 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 12.1(C) shall be interpreted to
extend the Upset Date.

12.2. EFFECT OF TERMINATION.

In the event of termination of this Agreement pursuant to
SECTION 12.1, this Agreement (other than SECTION 8.7 (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 12 and in ARTICLE 13; provided, that nothing in
this SECTION 12.2 shall relieve any party from liability for any breach of this
Agreement.

ARTICLE 13

REMEDIES UPON DEFAULT; SPECIFIC PERFORMANCE

13.1. DEFAULT BY INFINITY; SPECIFIC PERFORMANCE. Infinity recognizes
that, in the event Infinity defaults in the performance of its obligations
under this Agreement, monetary damages alone will not be adequate. In such
event, Salem shall be entitled to obtain specific performance of the terms of
this Agreement without being required to post bond or furnish other security.
In addition, Salem shall be entitled to obtain from Infinity court costs and
reasonable attorneys' fees and expenses incurred by it in enforcing its rights
hereunder. As a condition to seeking specific performance, Salem 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.

13.2. DEFAULT BY SALEM; LIQUIDATED DAMAGES. If Salem breaches or
defaults in its obligations under this Agreement, Infinity may pursue any legal
or equitable remedies available to it and shall be entitled to obtain from
Salem 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 Infinity pursuant to SECTION 12.1(A) as a result of a breach or
default by Salem of its representations, warranties, covenants or obligations
hereunder, then Salem shall pay Infinity $2,000,000 as liquidated damages, in
full settlement of any damages of any kind or nature that Infinity may suffer
or allege to suffer as a result thereof, it being

understood and agreed that the amount of liquidated damages represents Salem's
and Infinity's reasonable estimate of actual damages and does not constitute a
penalty. In the event that Infinity is entitled to liquidated damages, the
Escrow Deposit shall be paid over to Infinity in partial satisfaction of
Salem's liability for liquidated damages. In the event of a termination of this
Agreement pursuant to SECTION 12.1 for any other reason, the Escrow Deposit,
together with any interest and earnings thereon, shall be paid to Salem.

ARTICLE 14

OTHER PROVISIONS

14.1. TRANSFER TAXES AND EXPENSES. All recordation, transfer,
documentary, excise, sales or use taxes or fees imposed on this transaction
shall be shared equally by Salem and Infinity. 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.

14.2. 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 Salem nor Infinity may assign its rights under
this Agreement without the prior written consent of the other party hereto.

14.3. 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
Salem or Infinity 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.

14.4. 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.

14.5. 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.

14.6. 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 conflicts of law. SALEM AND INFINITY
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. Salem and Infinity 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.

14.7. ATTORNEYS' FEES. In the event of any dispute between the
parties to this Agreement, Infinity or Salem, 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.

14.8. 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.

14.9. 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 Infinity:

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

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 Salem:

Salem Communications Corporation
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx X. Block, Esq.
Telephone: 000-000-0000
Facsimile: 805-482-8570

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.

14.10. 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.

ARTICLE 15

DEFINITIONS

15.1. 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).

"Acquiring Party" shall mean either Infinity or Salem, as required by
the context in which such term is used, in its capacity as the party acquiring
a station hereunder.

"Act" shall have the meaning set forth in SECTION 5.1(C).

"Agreement" shall mean this Asset Purchase Agreement.

"Amended KDFX Transmitter Site Lease" shall have the meaning set forth
in SECTION 8.9.

"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.

"Cash Purchase Price" shall have the meaning set forth in SECTION 1.2.

"Claimant" shall have the meaning set forth in SECTION 11.3.

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

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

"Covenant Not to Compete" shall mean the Covenant Not to Compete among
Infinity, Salem and Salem's parent substantially in the form of EXHIBIT B to
this Agreement.

"Damaged Assets" shall have the meaning set forth in SECTION 8.6.

"Effective Time" shall have the meaning set forth in SECTION 3.1.

"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 Xxxx Xxxxxxx & Co.

"Escrow Agreement" shall mean the agreement among Infinity, Salem 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, including all earnings and interest thereon.

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

"FCC Applications" shall have the meaning set forth in SECTION 7.1.

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

"Final Order" shall mean action by the FCC, with respect to an 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.

"GAAP" shall mean generally accepted accounting principles,
consistently applied.

"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.

"HSRA" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Xxx
0000, as amended, and the regulations adopted thereunder.

"Indemnitor" shall have the meaning set forth in SECTION 11.3.

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

"Infinity's Proration Amount" shall have the meaning set forth in
SECTION 3.4.

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

"KDFX Assets" shall have the meaning set forth in SECTION 2.3(A).

"KDFX Assumed Contracts" shall have the meaning set forth in SECTION
2.3(A)(IV).

"KDFX FCC Licenses" shall have the meaning set forth in SECTION
2.3(A)(I).

"KDFX Main Studio Equipment" shall have the meaning set forth in
SECTION 2.3(A)(III).

"KDFX Personal Property" shall have the meaning set forth in SECTION
2.3(A)(III).

"KDFX Real Property" shall have the meaning set forth in SECTION
6.3(B).

"KDFX Transmitter Site Equipment shall have the meaning set forth in
SECTION 2.3(A)(II).

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

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

"KEWS Assumed Contracts" shall have the meaning set forth in SECTION
1.2.

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

"KEWS Main Studio Equipment" shall have the meaning set forth in
SECTION 1.2.

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

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

"KEWS Transmitter Site Equipment" shall have the meaning set forth in
SECTION 1.2.

"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), (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 are not material to the owner or lessee, as the case may
be.

"Notice of Disagreement" shall have the meaning set forth in SECTION
3.4.

"PCB" shall mean polychlorinated biphenyl.

"Proration Schedule" shall have the meaning set forth in SECTION 3.4.

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

"Referee" shall have the meaning set forth in SECTION 3.4.

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"Repairing Party" shall have the meaning set forth in SECTION 8.6.

"Representing Party" shall have the meaning set forth in ARTICLE 4.

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

"Survival Period" shall have the meaning set forth in Section 11.5.

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

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

"Upset Date" shall have the meaning set forth in SECTION 12.1.

15.2. 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 immediately 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.

INFINITY BROADCASTING
CORPORATION OF DALLAS

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

INSPIRATION MEDIA OF TEXAS, INC.

By: /s/ XXXX X. XXXXXXXXX
---------------------------------
Xxxx X. Xxxxxxxxx
Executive Vice President

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