

                              MANAGEMENT AGREEMENT

  MANAGEMENT AGREEMENT, dated  and effective as of August 1, 1996 by and between
Radio One, Inc., a Delaware corporation  ("Manager"),  and Radio One of Atlanta,
Inc., a Delaware corporation (the "Company").

                              W I T N E S S E T H:

  WHEREAS,  the Company desires to engage Manager to provide certain  management
services with respect to the business of the Company and its subsidiaries and to
provide other  services and advice more fully set forth  herein,  and Manager is
willing to undertake  these  responsibilities  on the terms and  conditions  set
forth herein;

  NOW THEREFORE,  in  consideration of the foregoing and other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties to this Agreement hereby agree as follows:

  1.      Services  of  Manager.  Subject  to the terms and  conditions  of this
Agreement,   Manager  will  provide  the  following   services  to  the  Company
(collectively, the "Basic Management Services"):

          (a) provide  advice and  consultation  to  management  concerning  the
     business,  financial  and  strategic  development  and  performance  of the
     Company and its subsidiaries; and

          (b)  provide  general  services,   including   corporate   secretarial
     services; maintenance of corporate records; tax counsel, employee benefits,
     insurance  and risk  management  services  and such other  services of such
     nature as the Company and Manager may reasonably agree upon; and






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          (c) In addition to the services of its own staff, Manager shall select
     and,  with the consent of the Company,  engage on behalf of the Company the
     services of other  professionals  and  consultants  in connection  with the
     provision  of  the  services   set  forth   above,   including   management
     consultants,   bankers,  investment  bankers,  underwriters,   accountants,
     actuaries,  insurance brokers,  tax advisors,  appraisers,  risk management
     consultants and employee benefits consultants and attorneys.

   2.  Strategic  Guidance by Manager.  In connection  with the planning for, or
consummation  of, any transaction  proposed to be entered into by the Company or
any  subsidiary  of the  Company  outside of the  ordinary  course of  business,
including  any   acquisition,   disposition,   merger,   business   combination,
dissolution, liquidation, securities offering, recapitalization,  restructuring,
leasing or financing  (equity,  debt,  lease or  otherwise)  of or involving the
business and assets of the Company and its subsidiaries, Manager will provide to
the Company, or procure on behalf of the Company and its  subsidiaries (and will
promptly  notify  the  Company  of  such  procurement),  the following  services
(collectively, the "Specialized Services"):

          (a) management consulting,  banking, investment banking, underwriting,
     brokerage, tax, custodial,  accounting, data processing, employee relations
     and   appraisal  and  recommend  for  retention  by  the  Company  and  its
     subsidiaries the services of attorneys; and







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          (b) such other services outside the ordinary course of business of, an
     administrative or managerial nature as the Company may reasonably request.

   3.  Limitations  on Manager's  Authority.  Manager will not be authorized to
manage the affairs of, act in the name of, direct the actions of employees of or
in any  way  bind  the  Company  or any of its  subsidiaries  (unless  otherwise
authorized  in writing by the company to do so).  The  management,  policies and
operations of the Company and its subsidiaries will be the responsibility of the
directors and officers of the Company and its  subsidiaries  acting  pursuant to
and in  accordance  with the relevant  corporate  charter and  by-laws,  and all
decisions  relating  to  corporate  matters  will be made by the  directors  and
officers  of  the  Company  and  its  subsidiaries  acting  pursuant  to  and in
accordance with the relevant corporate charter and by-laws.

   4.  Independent  Contractor  Status.  Manager  will  render and  perform  the
services under this Agreement as an  independent  contractor in accordance  with
its own  standards,  subject  to its  compliance  with  the  provisions  of this
Agreement and with all applicable laws, ordinances and regulations.

   5. Availability of Employees.  Manager will make available to the Company the
services of such of its  employees  and  consultants  as are  necessary,  in the
reasonable  judgment of the Manager, to the performance from time to time of the
services  described  in  Sections 1 and 2 of this  Agreement,  provided that the
inability of the Manager to make available to the Company a specific employee or
consultant of the Manager for any reason, including without limitation the death
or disability of such employee or consultant,  the  termination of an employment
or consulting  agreement with any such person or the assignment of such employee
or consultant to other duties, shall not constitute a default hereunder.



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   6. Limited Liability of Manager.

          (a) Neither Manager nor any director, officer,  stockholder,  employee
     or agent of Manager makes any express or implied representation,  warranty,
     or  guarantee  to the Company,  to any of its  subsidiaries,  to any of its
     stockholders or to any third party relating to the services to be performed
     by Manager  pursuant  to this  Agreement  or the quality or results of such
     services.

          (b)  Manager  shall  not  be  liable  to  the  Company,  to any of its
     subsidiaries,  to any of its  stockholders  or to any  third  party for any
     expense, claim, loss or damage,  including,  without limitation,  indirect,
     special,  consequential or exemplary  damages suffered other than by reason
     of Manager's intentional failure to perform the services to be performed by
     Manager pursuant to this Agreement, or by reason of action taken by Manager
     which was in bad faith and in a manner not  reasonably  believed by Manager
     to be in the best interests of the Company.

          (c)  Manager  shall  not  be  liable  to  the  Company,  to any of its
     subsidiaries,  to any of its  stockholders  or to any  third  party for the
     consequences  of any failure to perform or delay in  performing  any of its
     obligations  under this Agreement if that failure shall be caused by events
     or  circumstances  beyond its control  including,  without  limitation,  by
     strikes or labor disputes; provided, that Manager shall reasonably  provide
     prompt notice to the Company or its  subsidiaries of such inability and the
     reasons therefor.





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   7.  Indemnification.  The Company will  indemnify  Manager and each director,
officer, stockholder,  employee and agent of Manager against any losses, claims,
damages or liabilities  (including legal or other expenses  reasonably  incurred
investigating  or  defending  against  any  such  losses,   claims,  damages  or
liabilities), joint or several ("Liabilities"), to which any of such persons may
become subject by reason of being a director, officer, stockholder,  employee or
agent of Manager (but only to the extent that such  Liabilities  arise out of or
relate to and with  respect to the  services  performed  by  Manager  under this
Agreement); provided that the party to be indemnified acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

   The Company may pay expenses (including  attorneys' fees) incurred by Manager
and any  director,  officer,  stockholder,  employee  and  agent of  Manager  in
defending any civil,  criminal,  administrative or investigative action, suit or
proceedings,  in  advance  of the  final disposition  of  such  action,  suit or
proceeding,  upon receipt of an undertaking by or on behalf of a party which may
be entitled to  indemnification  to repay such amount if it shall be  ultimately
determined  that  he is  not  entitled  to be  indemnified  by  the  Company  as
authorized in this Agreement.

   8. Fee For  Services;  Expenses.  Commencing  on the  effective  date of this
Agreement and throughout the Term (as hereinafter defined), the Company will pay
to  Manager a fixed  fee,  payable  monthly,  of $8,333  per month  (subject  to
periodic adjustments upwards or downwards, to be negotiated by the parties, such
adjustments  to take into  account  the extent of services  to be  performed  by
Manager in the future and to be effective prospectively,  provided that such fee
shall not be reduced below $2,500 per month) for providing the Basic  Management
Services. Such fees will be due and payable monthly in advance by the Company






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on the first  business  day of each  calendar  month  during the period in which
services are being provided unless the parties agree that the amount due will be
deferred  and become due and payable at such time in the future that the parties
agree to. In addition to the management fee referred to above,  the Company will
pay or reimburse  Manager for all  out-of-pocket  costs and expenses incurred in
fulfilling its  obligations as they relate to the Company under this  Agreement,
including  any  expenses  of third  parties  engaged by Manager;  provided  that
Manager will not be entitled to reimbursement  for compensation of its officers,
directors,  employees,  consultants or stockholders  who provide  services under
this Agreement. The Company shall also pay to Manager such additional fees in an
amount to be agreed to by the  parties  from time to time,  based upon fees that
would be charged for  comparable  services  by  similarly  situated  third party
providers,  for any Specialized  Services provided by Manager. The Company shall
pay or reimburse  Manager for all  out-of-pocket  costs and expenses incurred in
providing  any  Specialized  Services,  including  any expenses of third parties
engaged by Manager, provided that Manager shall not be entitled to reimbursement
for  compensation of its employees,  officers,  directors,  or stockholders  who
provide services hereunder.

   9. Other Relationships.  Nothing contained in this Agreement will, or will be
deemed to, prohibit,  restrict or limit in any manner any business or investment
activities  of Manager or the  directors,  officers,  employees or affiliates of
Manager.

   10.  Assignment.  This Agreement and all the provisions of it will be binding
on and  inure  to the  benefit  of the  parties  to  this  Agreement  and  their
respective  successors and permitted assigns, but neither this Agreement nor any
of the rights, interests and obligations under this Agreement may be assigned by
either  party  without  the prior  written  consent  of the other  party to this
Agreement,



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which consent shall not be  unreasonably  withheld.  Nothing in this  Agreement,
whether expressed or implied, may be construed to give any person other than the
parties to this Agreement any legal or equitable right, remedy or claim under or
in respect of this Agreement.

   11. Term; Effect of Termination.

          (a) This  Agreement  will be effective on the date first written above
     and will  continue for a term ending on December 31, 2001 (the "Term") only
     upon the written  agreement of the parties.  If the parties do not agree to
     terminate the Agreement,  the Agreement  will renew for an additional  five
     years.

          (b) This Agreement may not be terminated for any reason, except by the
     express written consent of the parties.

          (c) At the end of the  Term of this  Agreement,  or in the  event  the
     parties agree to an earlier  termination  of this  Agreement (in each case,
     the "Termination Date"), each party will perform its obligations under this
     Agreement accrued to the Termination Date, and the Company (i) will assume,
     pay and honor all  obligations  to third  parties  engaged  by  Manager  in
     connection  with its services  hereunder and (ii) will promptly pay Manager
     all accrued  fees and expenses  and honor all  indemnification  obligations
     arising hereunder.  On termination,  Manager will return to the Company any
     corporate records of the Company and its subsidiaries.





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   12. Alternate Dispute Resolution/Arbitration

          (a) Dispute Resolution. Any claim, dispute,  difference or controversy
     between the parties  hereto  arising out of, or relative to, this Agreement
     which cannot be settled by reference to other terms of this Agreement or by
     mutual understanding  between the parties shall be submitted to alternative
     dispute resolution as described in this Section 12.

          (b) Pre-Arbitration Referral to Representatives.

               (i)  The  dispute,  claim  or  controversy  arising  out of or in
          relation to this  Agreement or the  interpretation  or breach  thereof
          shall be resolved in accordance  with this Section 12, being subjected
          first  to  the  procedure  in  this  subsection  (b)  then,  if  still
          unresolved,  to binding  arbitration in accordance with subsection (c)
          below.  Any party may cause a  proceeding  to be  commenced  by giving
          written  notice to the other  party that it desires to do so (the date
          of such notice is hereinafter  referred to as the "Notice Date"). Each
          party shall thereupon  prepare a written  statement (the  "Statement")
          briefly describing such party's position on the matter in dispute. For
          purposes  hereof,  the Company  designates  Mary  Catherine  Sneed and
          Manager    designates   Alfred   C.   Liggins    (collectively,    the
          "Representatives")   as  the  individuals  who  shall  represent  such
          parties.  The Statement  shall be prepared within fifteen (15) days of
          the Notice Date and given to all parties.






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               (ii) The  Representatives  shall,  during  the  fifteen  (15) day
          period commencing on the fifteenth day after the Notice Date, meet and
          negotiate  in good  faith in an  attempt  to  resolve  the  matter  in
          dispute.  If such attempt proves  unsuccessful  in the judgment of any
          party,  such  party may  cause  all  parties  involved  to pursue  the
          procedure set forth below by delivering written notice to them of such
          party's  desire  to do so within  five (5) days  after the end of such
          negotiation period.

          (c)  Arbitration.  Any  dispute  arising  out of or  relating  to this
     Agreement  or the  breach,  termination  or validity  hereof  which are not
     resolved by the foregoing procedure shall be finally settled by arbitration
     conducted  expeditiously in accordance with the Center for Public Resources
     Rules  for  Nonadministered  Arbitration  of  Business  Disputes  (the "CPR
     Rules").  The Center for Public  Resources  shall appoint a neutral advisor
     from its  National  CPR Panel.  The  arbitration  shall be  governed by the
     United States  Arbitration Act, 9  U.S.C.  Sections 1-16, and judgment upon
     the award  rendered by the  arbitrators  may be entered by any court having
     jurisdiction  thereof. The place of arbitration shall be Washington,  DC or
     any other location as agreed to by the parties.

          Such  proceedings  shall be  administered  by the  neutral  advisor in
     accordance with the CPR Rules as he/she deems  appropriate,  however,  such
     proceedings shall be guided by the following agreed upon procedures:







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               (i)  mandatory  exchange  of  all  relevant   documents,   to  be
          accomplished  within  forty-five  (45) days of the  initiation  of the
          procedure;

               (ii) no other discovery;

               (iii) hearings  before the neutral advisor which shall consist of
          a summary presentation by each side of not more than three hours; such
          hearings to take place on one or two days at a maximum; and

               (iv)  decision  to be  rendered  not  more  than  ten  (10)  days
          following such hearings.

          Notwithstanding   anything  to  the  contrary  contained  herein,  the
     provisions  of this  subsection  (c)  shall not  apply  with  regard to any
     equitable remedies to which any party may be entitled hereunder.

          The parties hereto (i) hereby  irrevocably  submit to the jurisdiction
     of the  United  States  District  Court for the  District  agreed to by the
     parties,  for the  purpose of  enforcing  the award or decision in any such
     proceeding  and (ii)  hereby  waive,  and  agree not to  assert,  by way of
     motion, as a defense, or otherwise, in any such suit, action or proceeding,
     any claim that it is not  subject  personally  to the  jurisdiction  of the
     above-named  courts,  that its property is exempt or immune from attachment
     or  execution,  that the  suit,  action  or  proceeding  is  brought  in an
     inconvenient  forum,  that the venue of the suit,  action or  proceeding is
     improper or that this  Agreement  or the subject  matter  hereof may not be
     enforced in or by such court, and





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     (iii)  hereby  waive and  agree not to seek any  review by any court of any
     other  jurisdiction which may be called upon to grant an enforcement of the
     judgment of any such court. The parties hereto hereby consent to service of
     process by registered mail at the address to which notices are to be given.
     Each of the Company and Manager agrees that its submission to  jurisdiction
     and its  consent to  service  of  process  by mail is made for the  express
     benefit of the other parties hereto.  Final judgment against the Company or
     Manager in any such  action,  suit or  proceeding  may be enforced in other
     jurisdictions  by suit,  action or proceeding  on the  judgment,  or in any
     other   manner   provided  by  or  pursuant  to  the  laws  of  such  other
     jurisdiction;  provided,  however,  that any party may at its option  bring
     suit,  or institute  other  judicial  proceedings,  in any state or federal
     court of the  United  States  or of any  country  or place  where the other
     parties or their assets, may be found.

          The losing  party  shall  bear all of the  expenses  incurred  by both
     parties  in  connection  with any  arbitration,  including  legal and other
     expenses,  unless the neutral advisor determines that it is appropriate for
     the parties to share all or any part of the expenses incurred in connection
     with the arbitration  and the legal and other  expenses,  provided that any
     costs  incurred  by a party to  enforce  an award  of the  neutral  advisor
     pursuant to the foregoing  terms of this  subsection  (c) shall be borne by
     the party resisting enforcement.


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   13. Notices. All notices, requests, demands and other communications provided
for by this  Agreement  must be in writing and will be deemed to have been given
at the time when hand delivered or mailed in any general or branch United States
post office enclosed in a registered or certified post-paid envelope,  addressed
to the following  addresses of the parties to this  Agreement or to such changed
address as such party may have given the other party  notice as provided in this
Agreement:

          The Company:
                      Radio One of Atlanta, Inc.               
                      5526 B&C Old National Highway, Suite 200 
                      College Park, GA 30349                   
                      (404) 765-9750                           
                      Attn: Mary Catherine Sneed               
                      
          Manager:
                      Radio One, Inc.         
                      4001 Nebraska Avenue, NW
                      Washington, DC 20016    
                      (202) 686-9300          
                      Attn: Alfred C. Liggins 
                      

   14. Miscellaneous.

          (a)  This  Agreement,  or any  term or  provision  of it,  may only be
     amended, modified or waived by an instrument in writing signed by the party
     against  whom  such  amendment,  modification  or  waiver  is  sought to be
     enforced.

          (b) The  provisions of this  Agreement will be construed in accordance
     with and governed by the laws of the State of Georgia.

          (c) This  Agreement  may be  executed in  counterparts,  each of which
     shall  be  deemed  to be an  original,  but  all of  which  together  shall
     constitute one and the same instrument.





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          (d) This Agreement is complete,  reflects the entire  agreement of the
     parties with respect to its subject  matter,  and  supersedes  all previous
     written or oral negotiations, commitments or writings.

   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.


                                 Radio One, Inc.


                                 By: /s/ Scott R. Royster
                                     ----------------------------------
                                 Name: Scott R. Royster
                                       --------------------------------
                                 Title: Chief Financial Officer
                                        -------------------------------


                                 Radio One of Atlanta, Inc.


                                 By:  /s/ Mary Catherine Sneed
                                      ---------------------------------
                                 Name: Mary Catherine Sneed
                                       --------------------------------
                                 Title: Vice President/ General Manager
                                        -------------------------------
