




WARRANT NO.     7                                              6.20    WARRANTS
             ------                                         ---------


         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY
         APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED  EXCEPT (i)
         PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR (ii)
         UPON FIRST FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY
         TO  THE  COMPANY  THAT  SUCH  TRANSFER  IS  NOT  IN  VIOLATION  OF  THE
         REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES
         LAW.


         "This  instrument/agreement  is subject to a Standstill Agreement dated
         as of the Closing Date among RADIO ONE, INC., the Subsidiaries of Radio
         One, Inc. from time to time,  the Investors (as defined  therein),  the
         Senior Lenders (as defined therein) and NationsBank of Texas,  N.A., as
         Agent to the Senior Lenders (as defined  therein) and individually as a
         Lender, and United States Trust Company of New York, as Trustee for the
         Senior Subordinated Noteholders (as defined therein). By its acceptance
         of this  instrument/agreement,  the holder hereof agrees to be bound by
         the  provisions  of such  Standstill  Agreement to the same extent that
         each Investor is bound. In the event of any  inconsistency  between the
         terms of this  instrument/agreement  and the  terms of such  Standstill
         Agreement,  the terms of the Standstill  Agreement  shall govern and be
         controlling."


                                 RADIO ONE, INC.


         This warrant  certificate (the "Warrant  Certificate")  certifies that,
for value received,  OPPORTUNITY CAPITAL CORPORATION or registered assigns under
Section 8 hereof (the  "Holder") is the owner of SIX AND 20/100 (6.20)  WARRANTS
specified  above (the  "Warrants")  each of which entitles the Holder thereof to
purchase one (1) fully paid and  nonassessable  share of Common Stock, par value
$.01 per share,  of Radio One, Inc., a corporation  organized  under the laws of
the State of Delaware (the "Company"),  or such other number of shares as may be
determined pursuant to an adjustment in accordance with Section 4 hereof, at the
price per share set forth in Section 4 hereof,  subject to adjustment  from time
to time  pursuant to Section 4 hereof (the  "Warrant  Price") and subject to the
provisions and upon the terms and conditions set forth herein.

<PAGE>



         1.       Term of Warrant.

         Each  Warrant is  exercisable  (i) at any time after the date hereof by
Investors  holding a majority of the outstanding  shares of Preferred Stock (or,
if the  Preferred  Stock  has  been  redeemed  in full  prior to such  date,  by
Investors  holding a  majority  of the  outstanding  shares of  Preferred  Stock
immediately prior to such redemption) (the "Requisite Holders"),  or (ii) at any
time after the Preferred Stock has been paid in full at the option of the Holder
hereof;  provided,  however, that if the Holder is a "Specialized Small Business
Investment  Company"  (as  defined in the 26 U.S.C.  Section  1044(c)(3)),  this
Warrant may not in any event be exercised  after the sixth (6th)  anniversary of
the  redemption  in full of all  Preferred  Stock held by the  Holder.  Upon the
consummation by the Company of a Qualified Public  Offering,  this Warrant shall
be subject to automatic  exercise,  on a net basis,  as provided in Section 2(a)
hereof.

         2.       Method of Exercise and Payment; Issuance of New Warrant
                  Certificate; Contingent Exercise.

                  (a) In  connection  with any  exercise  pursuant  to Section 1
hereof,  this  Warrant  Certificate  shall be  surrendered  (with the  notice of
exercise  form  attached  hereto as Exhibit 1 duly  executed)  at the  principal
office of the Company  together with the payment to the Company of (i) cash or a
certified  check or a wire  transfer in an amount  equal to the then  applicable
Warrant  Price  multiplied  by the  number of shares of Common  Stock then being
purchased or (ii) that number of shares of Common Stock of the Company  having a
fair market value (as defined below) equal to the then applicable  Warrant Price
multiplied by the number of shares of Common Stock then being purchased.  In the
alternative, the Holder hereof may exercise its right to purchase some or all of
the shares of Common Stock pursuant to this Warrant  Certificate on a net basis,
such that,  without the exchange of any funds,  the Holder hereof  receives that
number  of shares  of  Common  Stock  subscribed  to  pursuant  to this  Warrant
Certificate  less that number of shares of Common Stock having an aggregate fair
market value (as defined  below) at the time of exercise  equal to the aggregate
Warrant Price that would  otherwise  have been paid by the Holder for the number
of shares of Common Stock  subscribed  to under this Warrant  Certificate.  Fair
market  value,  on a  per-share  basis,  shall be deemed  to be (i) the  initial
offering price of the Common Stock to the public in a Qualified Public Offering;
and (ii) if the Common Stock is not publicly held or traded, "fair market value"
shall mean the Per Share Net Equity Value of the Company as determined  pursuant
to Section 5.03 of the Warrantholders' Agreement.

                  (b) The  Company  agrees  that the  shares of Common  Stock so
purchased  shall be deemed to be issued to the Holder hereof as the record owner
of such  shares as of the close of  business  on the date on which this  Warrant
Certificate  shall have been  surrendered  and  payment  made for such shares as
aforesaid.  In the  event of any  exercise  of the  rights  represented  by this
Warrant  Certificate,  certificates  for the shares of Common Stock so purchased
shall be delivered to the Holder hereof within 15 days  thereafter  and,  unless
all of the  Warrants  represented  by this Warrant  Certificate  have been fully
exercised or have expired

                                        2

<PAGE>



pursuant to Section 1 hereof, a new Warrant Certificate  representing the shares
of Common Stock, if any, with respect to which the Warrants  represented by this
Warrant Certificate shall not then have been exercised,  shall also be issued to
the Holder hereof within such 15 day period.

         3.     Common Stock Fully Paid; Reservation of Shares.

         All Common  Stock which may be issued upon the exercise of the Warrants
will, upon issuance,  be fully paid and nonassessable,  and free from all taxes,
liens and charges with respect to the issue  thereof.  During the period  within
which the rights represented by this Warrant  Certificate may be exercised,  the
Company will at all times have  authorized,  and reserved for the purpose of the
issuance  upon  exercise  of the  purchase  rights  evidenced  by  this  Warrant
Certificate,  a  sufficient  number of shares of its Common Stock to provide for
the exercise of the Warrants.

         4.     Warrant Price; Adjustment of Warrant Price and Number of Shares.

         The Warrant Price shall be $100.00 per share of Common  Stock,  and the
Warrant Price and the number of shares of Common Stock purchasable upon exercise
of the Warrants shall be subject to adjustment from time to time, as follows:

                  (a) Reclassification,  Consolidation or Merger. In case of any
reclassification or change of outstanding  securities of the class issuable upon
exercise  of the  Warrants,  or in case of any  consolidation  or  merger of the
Company with or into another  corporation or entity,  other than a consolidation
or merger  with  another  corporation  or entity  in which  the  Company  is the
continuing  corporation  and  which  does not  result  in any  reclassification,
conversion  or change of  outstanding  securities  issuable upon exercise of the
Warrants,  or in case of any sale of all or  substantially  all of the assets of
the Company,  the Company, or such successor or purchasing  corporation,  as the
case  may  be,  shall  execute  a new  warrant  certificate  (the  "New  Warrant
Certificate"),  providing that the Holder of this Warrant Certificate shall have
the right to exercise such new warrants and procure upon such exercise,  in lieu
of each  share  of  Common  Stock  theretofore  issuable  upon  exercise  of the
Warrants,  the kind and amount of shares of stock,  other securities,  money and
property   receivable   upon   such   reclassification,    conversion,   change,
consolidation,  or merger by a holder  of one  share of Common  Stock.  Such New
Warrant  Certificate  shall  provide  for  adjustments  which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
4. The  provisions  of this Section  4(a) shall  similarly  apply to  successive
reclassifications, changes, consolidations, mergers and transfers.

                  (b)  Subdivisions,  Combinations and Stock  Dividends.  If the
Company at any time while this Warrant  Certificate is outstanding and unexpired
shall  subdivide  or combine  its  Common  Stock,  or shall pay a dividend  with
respect to Common Stock payable in, or make any other  distribution with respect
to its Common Stock consisting of, shares of

                                        3

<PAGE>



Common Stock, then the Warrant Price shall be adjusted,  from and after the date
of  determination   of  shareholders   entitled  to  receive  such  dividend  or
distribution,  to that price  determined  by  multiplying  the Warrant  Price in
effect  immediately  prior to such date of  determination  by a fraction (i) the
numerator  of which  shall  be the  total  number  of  shares  of  Common  Stock
outstanding  immediately  prior to such  dividend or  distribution  and (ii) the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding immediately after such dividend or distribution.

                  Upon each  adjustment  in the Warrant  Price  pursuant to this
Section 4(b), the number of shares of Common Stock  purchasable  hereunder shall
be  adjusted  to the  product  obtained  by  multiplying  the  number  of shares
purchasable  immediately  prior to such  adjustment  in the  Warrant  Price by a
fraction (i) the numerator of which shall be the Warrant Price immediately prior
to such  adjustment and (ii) the denominator of which shall be the Warrant Price
immediately thereafter.

                  (c)      [Intentionally Omitted.]

         5.       Notice of Adjustments.

         Whenever any adjustment shall be made pursuant to Section 4 hereof, the
Company  shall  prepare a  certificate  signed by its  chief  financial  officer
setting forth, in reasonable  detail,  the event  requiring the adjustment,  the
amount of the  adjustment,  the method by which such  adjustment was calculated,
the  Warrant  Price after  giving  effect to such  adjustment  and the number of
shares of Common Stock then purchasable upon exercise of the Warrants, and shall
cause  copies  of such  certificate  to be mailed  to the  Holder  hereof at the
address  specified in Section 9(d)  hereof,  or at such other  address as may be
provided to the Company in writing by the Holder hereof.

         6.       Other Agreements; Definitions; Put and Call Rights.

         For purposes of this Warrant  Certificate,  all capitalized  terms that
are used herein without  definition shall have the respective  meanings ascribed
thereto  in  either  the  Preferred   Stockholders'  Agreement  (the  "Preferred
Stockholders'  Agreement"),  dated as of May 14, 1997,  by and among the Holder,
the  Company  and certain  other  parties  named  therein,  the  Warrantholders'
Agreement,  dated as of June 6, 1995,  as amended by the First  Amendment to the
Warrantholders'  Agreement,  dated as of May 19, 1997,  by and among the Holder,
the  Company and certain  other  parties  named  therein  (the  "Warrantholders'
Agreement")  or, in the  event  that a  capitalized  term  used  herein  without
definition  is not  defined  in the  Preferred  Stockholders'  Agreement  or the
Warrantholders'  Agreement, but is defined in the Securities Purchase Agreement,
dated as of June 6, 1995, by and among the Holder, the Company and certain other
parties named therein (the  "Securities  Purchase  Agreement"),  the  Securities
Purchase Agreement.  The Holder of this Warrant Certificate shall be entitled to
the  rights  and  subject  to  the  terms  and   conditions   of  the  Preferred
Stockholders' Agreement and

                                        4

<PAGE>



Warrantholders'  Agreement,  and in the event of any  inconsistency  between the
terms  hereof  and the terms of the  Preferred  Stockholders'  Agreement  or the
Warrantholders'  Agreement,  as the case  may be,  the  terms  of the  Preferred
Stockholders' Agreement or the Warrantholders'  Agreement shall control. Without
limiting the  generality  of the  foregoing,  this Warrant  Certificate  and the
Warrants  represented  hereby are subject to the "put" and "call"  provisions of
Article V of the  Warrantholders'  Agreement  which are  incorporated  herein by
reference.

         7.       Compliance with Securities Act.

         The Holder of this Warrant  Certificate,  by acceptance hereof,  agrees
that the  Warrants  and the shares of Common  Stock to be issued  upon  exercise
thereof are being acquired for  investment  and that it will not offer,  sell or
otherwise  dispose of the  Warrants  or any shares of Common  Stock to be issued
upon  exercise  thereof  except under  circumstances  which will not result in a
violation of the Act. Upon exercise of the Warrants, the Holder hereof shall, if
requested by the Company,  confirm in writing that the shares of Common Stock so
purchased  are  being  acquired  for  investment  and  not  with a  view  toward
distribution or resale.  This Warrant Certificate and all shares of Common Stock
issued upon exercise of the Warrants (unless  registered under the Act) shall be
stamped or imprinted with a legend substantially in the following form:

         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY
         APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT (i)
         PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR (ii)
         IN A  TRANSACTION  WHICH  IS  NOT  IN  VIOLATION  OF  THE  REGISTRATION
         REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAW.

         8.       Transfer.

         Subject to compliance  with the terms of Section 7 above,  the Warrants
and all rights under this Warrant  Certificate are transferable,  in whole or in
part, at the principal office of the Company by the Holder hereof,  in person or
by its duly  authorized  attorney,  upon  surrender of this Warrant  Certificate
properly  endorsed  (with the  instrument of transfer  form  attached  hereto as
Exhibit 2 duly executed). Each Holder of this Warrant Certificate,  by taking or
holding  the same,  consents  and agrees  that this  Warrant  Certificate,  when
endorsed in blank, shall be deemed negotiable;  provided, however, that the last
Holder of this Warrant Certificate as registered on the books of the Company may
be  treated by the  Company  and all other  persons  dealing  with this  Warrant
Certificate  as the  absolute  owner of the Warrants for any purposes and as the
person entitled to exercise the rights  represented by this Warrant  Certificate
or to  transfer  the  Warrants  on the books of the  Company,  any notice to the
contrary  notwithstanding,  unless  and  until  such  Holder  seeks to  transfer
registered  ownership  of the  Warrants  on the  books of the  Company  and such
transfer is effected.

                                        5

<PAGE>



         9.       Miscellaneous.

                  (a)   Replacement.   On   receipt   of   evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  Certificate  and, in the case of loss,  theft or  destruction,  on
delivery of an indemnity  agreement or bond reasonably  satisfactory in form and
amount  to  the  Company  or,  in the  case  of  mutilation,  on  surrender  and
cancellation  of this Warrant  Certificate,  the Company,  at its expense,  will
execute  and  deliver,  in lieu  of  this  Warrant  Certificate,  a new  warrant
certificate of like tenor.

                  (b)      Notice of Capital Changes.  In case:

                           (i)  the  Company   shall  declare  any  dividend  or
         distribution payable to the holders of shares of Common Stock;

                           (ii) there  shall be any  capital  reorganization  or
         reclassification  of the capital of the Company,  or  consolidation  or
         merger of the Company with, or sale of all or substantially  all of its
         assets to, another corporation or business organization;

                           (iii)  there  shall  be a  voluntary  or  involuntary
         dissolution, liquidation or winding up of the Company; or

                           (iv) the Company shall propose to commence an initial
         public offering;

then, in any one or more of said cases, the Company shall give the Holder hereof
written notice of such event,  in the manner set forth in Section 9(d) below, at
least  90 days  prior to the  date on  which a  record  shall be taken  for such
dividend or distribution or for determining  shareholders  entitled to vote upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation,  winding up or the date when any such transaction shall take place,
as the case may be.

                  (d) Notice.  Any notice to be given to either party under this
Warrant  Certificate  shall be in writing and shall be deemed to have been given
to the Company or the Holder hereof,  as the case may be, when delivered in hand
or when sent by first class mail, postage prepaid, addressed, if to the Company,
at its  principal  office  and, if to the Holder  hereof,  at its address as set
forth in the Company's  books and records or at such other address as the Holder
hereof may have provided to the Company in writing.

                  (e) No  Impairment.  The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the

                                        6

<PAGE>



Company,  but will at all times in good faith  assist in the carrying out of all
the provisions of this Warrant Certificate.

                  (f) Governing Law. This Warrant  Certificate shall be governed
by  and  construed  in  accordance   with  the  laws  of  the   Commonwealth  of
Massachusetts.

         This Warrant  Certificate has been executed as of this 19th day of May,
1997.


                                     RADIO ONE, INC.



                                     By: /s/ Alfred Liggins
                                         -------------------------
                                     Name:  Alfred Liggins
                                     Title: President








                                        7


<PAGE>


                                    EXHIBIT 1


                               NOTICE OF EXERCISE


TO: _____________

                              [Collective Exercise]

         The undersigned,  constituting the Requisite  Holders,  hereby elect to
exercise all of the Warrants contemplated by a certain Warrantholders' Agreement
dated as of June 6, 1995, as amended.

                              [Individual Exercise]

         1. The undersigned hereby elects to purchase  ___________ shares of the
__________  Common  Stock of  ___________________  pursuant  to the terms of the
attached Warrant.

         2. Please issue a certificate or certificates  representing said shares
____________  of Common  Stock in the name of the  undersigned  or in such other
name as is specified below:


                    _____________________________________________
                                     (Name)



                    _____________________________________________

                    _____________________________________________
                                    (Address)


         3. The undersigned represents that the aforesaid shares of Common Stock
are being  acquired for the account of the  undersigned  for  investment and not
with a view to, or for resale in connection with, the  distribution  thereof and
that the undersigned has no present  intention of distributing or reselling such
shares.


Dated:


                                                  ______________________________
                                                              Signature



                                        8

<PAGE>


                                    EXHIBIT 2


                               FORM OF ASSIGNMENT


         For value received, the undersigned hereby sells, assigns and transfers
unto   ___________________   the  rights   represented  by  the  within  Warrant
Certificate  to purchase  [_____________]  shares of Common  Stock of Radio One,
Inc.   to  which  the  within   Warrant   Certificate   relates   and   appoints
_______________________  to transfer such rights on the books of Radio One, Inc.
with full power of substitution in the premises.


Dated:

                                                  ______________________________
                                                              Signature








                                       9
