


                                                                  EXECUTION COPY


                                   $85,478,000


                                 RADIO ONE, INC.

                     12% Senior Subordinated Notes Due 2004

                          REGISTRATION RIGHTS AGREEMENT


                                                                    May 14, 1997

Credit Suisse First Boston Corporation
NationsBanc Capital Markets, Inc.
c/o Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York 10010

Dear Sirs:

         Radio One, Inc., a Delaware  corporation  (the  "Issuer"),  proposes to
issue and sell to Credit Suisse First Boston Corporation and NationsBanc Capital
Markets, Inc. (collectively, the "Initial Purchasers"), upon the terms set forth
in a  purchase  agreement  of even date  herewith  (the  "Purchase  Agreement"),
$85,478,000  aggregate principal amount of its 12% Senior Subordinated Notes Due
2004  (the   "Securities")  to  be   unconditionally   guaranteed  on  a  senior
subordinated  basis (the  "Guarantees") by Radio One Licenses,  Inc., a Delaware
corporation  and a  wholly  owned  subsidiary  of the  Issuer,  and  all  future
Subsidiary   Guarantors   (as  defined  in  the   Indenture   described   below)
(collectively,  the "Guarantors").  The Securities will be issued pursuant to an
Indenture,  dated as of May 15, 1997, (the  "Indenture")  among the Issuer,  the
Guarantors  named  therein  and  United  States  Trust  Company of New York (the
"Trustee").  As an  inducement  to the  Initial  Purchasers,  the Issuer and the
Guarantors agree with the Initial Purchasers,  for the benefit of the holders of
the Securities  (including,  without limitation,  the Initial  Purchasers),  the
Exchange  Securities (as defined below) and the Private Exchange  Securities (as
defined below) (collectively, the "Holders"), as follows:

         1. Registered  Exchange Offer.  The Issuer shall, at its cost,  prepare
and, not later than 45 days after (or if the 45th day is not a business day, the
first business day thereafter) the date of original issue of the Securities (the
"Issue  Date"),   file  with  the  Securities  and  Exchange   Commission   (the
"Commission")  a  registration   statement  (the  "Exchange  Offer  Registration
Statement") on an appropriate  form under the Securities Act of 1933, as amended
(the  "Securities  Act"),  with  respect  to a proposed  offer (the  "Registered
Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission
from  participating  in the Registered  Exchange  Offer, to issue and deliver to
such Holders, in exchange for the Securities,  a like aggregate principal amount
of debt  securities  (the "Exchange  Securities") of the Issuer issued under the
Indenture and identical in all material  respects to the Securities  (except for
the transfer  restrictions  relating to the Securities) that would be registered
under the  Securities  Act.  The Issuer shall use its best efforts to cause such
Exchange Offer  Registration  Statement to become effective under the Securities
Act  within  150 days (or if the  150th  day is not a  business  day,  the first
business day  thereafter)  after the Issue Date of the Securities and shall keep
the Exchange Offer  Registration  Statement  effective for not less than 30 days
(or  longer,  if  required  by  applicable  law)  after  the date  notice of the
Registered Exchange Offer is mailed to the Holders (such period being called the
"Exchange Offer Registration Period").

         If the Issuer effects the Registered Exchange Offer, the Issuer will be
entitled to close the Registered  Exchange Offer 30 days after the  commencement
thereof  provided  that the Issuer has accepted all the  Securities  theretofore
validly tendered in accordance with the terms of the Registered Exchange Offer.

         Following the  declaration of the  effectiveness  of the Exchange Offer
Registration  Statement,  the Issuer  shall  promptly  commence  the  Registered
Exchange  Offer,  it being the objective of such  Registered  Exchange  Offer to
enable each Holder of Transfer  Restricted  Securities  (as defined in Section 6
hereof)  electing to exchange the Securities for Exchange  Securities  (assuming
that such  Holder is not an  affiliate  of the Issuer  within the meaning of the
Securities Act, acquires the Exchange  Securities in the ordinary course of such
Holder's  business and has no arrangements with any person to participate in the
distribution  of the Exchange  Securities  and is not  prohibited  by any law or
policy of the Commission from participating in the Registered Exchange Offer) to
trade  such  Exchange  Securities  from and  after  their  receipt  without  any
limitations  or  restrictions  under the  Securities  Act and  without  material
restrictions  under the  securities  laws of the  several  states of the  United
States.

<PAGE>
                                                                               2


         The Issuer  acknowledges that,  pursuant to current  interpretations by
the Commission's  staff of Section 5 of the Securities Act, in the absence of an
applicable  exemption  therefrom,  (i)  each  Holder  which  is a  broker-dealer
electing to  exchange  Securities,  acquired  for its own account as a result of
market-making  activities or other trading  activities,  for Exchange Securities
(an  "Exchanging  Dealer"),  is required to deliver a prospectus  containing the
information  set forth in Annex A hereto on the cover,  in Annex B hereto in the
"Exchange  Offer  Procedures"  section and the "Purpose of the  Exchange  Offer"
section,  and in Annex C hereto in the "Plan of  Distribution"  section  of such
prospectus in connection with a sale of any such Exchange Securities received by
such  Exchanging  Dealer  pursuant to the Registered  Exchange Offer and (ii) an
Initial Purchaser that elects to sell Exchange  Securities  acquired in exchange
for Securities  constituting  any portion of an unsold  allotment is required to
deliver a prospectus  containing the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable,  in connection with such
sale.

         The  Issuer  shall  use its best  efforts  to keep the  Exchange  Offer
Registration  Statement  effective and to amend and  supplement  the  prospectus
contained  therein,  in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons  must comply with such  requirements
in order to resell the Exchange  Securities;  provided,  however,  that (i) such
period  shall be the  lesser  of 180 days and the date on which  all  Exchanging
Dealers and the Initial  Purchasers  have sold all Exchange  Securities  held by
them  (unless  such period is extended  pursuant to Section 3(j) below) and (ii)
the Issuer shall make such  prospectus and any amendment or supplement  thereto,
available  to any  broker-dealer  for use in  connection  with any resale of any
Exchange Securities for a period not less than 90 days after the consummation of
the Registered Exchange Offer.

         If, upon  consummation of the Registered  Exchange  Offer,  any Initial
Purchaser holds Securities  acquired by it as part of its initial  distribution,
the Issuer, simultaneously with the delivery of the Exchange Securities pursuant
to the  Registered  Exchange  Offer,  shall  issue and  deliver to such  Initial
Purchaser upon the written request of such Initial  Purchaser,  in exchange (the
"Private  Exchange") for the Securities held by such Initial  Purchaser,  a like
principal amount of debt securities of the Issuer issued under the Indenture and
identical in all material  respects  (including the existence of restrictions on
transfer under the Securities Act and the securities  laws of the several states
of the United States) to the Securities (the "Private Exchange Securities"). The
Securities,  the Exchange  Securities  and the Private  Exchange  Securities are
herein collectively called the "Securities".

         In connection with the Registered Exchange Offer, the Issuer shall:

         (a) mail to each Holder a copy of the  prospectus  forming  part of the
Exchange Offer  Registration  Statement,  together with an appropriate letter of
transmittal and related documents;

         (b) keep the  Registered  Exchange Offer open for not less than 30 days
(or  longer,  if required by  applicable  law) after the date notice  thereof is
mailed to the Holders;

         (c) utilize the services of a depositary  for the  Registered  Exchange
Offer with an address in the Borough of Manhattan,  The City of New York,  which
may be the Trustee or an affiliate of the Trustee;

         (d) permit Holders to withdraw tendered Securities at any time prior to
the close of  business,  New York time,  on the last  business  day on which the
Registered Exchange Offer shall remain open; and

         (e) otherwise comply in all material respects with all applicable laws.

         As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Issuer shall:

         (x) accept for exchange  all the  Securities  validly  tendered and not
withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

         (y)  deliver to the  Trustee  for  cancelation  all the  Securities  so
accepted for exchange; and

         (z) cause the  Trustee to  authenticate  and  deliver  promptly to each
Holder of the Securities, Exchange Securities or Private Exchange Securities, as
the case may be, equal in principal  amount to the  Securities of such Holder so
accepted for exchange.

         The  Indenture  will provide that the Exchange  Securities  will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities  will vote and consent  together on all matters as one class and 

<PAGE>
                                                                               3


that none of the  Securities  will have the right to vote or  consent as a class
separate from one another on any matter.

         Interest  on each  Exchange  Note  and  Private  Exchange  Note  issued
pursuant  to the  Registered  Exchange  Offer and in the Private  Exchange  will
accrue from the last  interest  payment  date on which  interest was paid on the
Securities  surrendered in exchange therefor or, if no interest has been paid on
the Securities, from the date of original issue of the Securities.

         Each Holder  participating  in the  Registered  Exchange Offer shall be
required to represent to the Issuer that at the time of the  consummation of the
Registered  Exchange Offer (i) any Exchange  Securities  received by such Holder
will be acquired in the ordinary course of business,  (ii) such Holder will have
no  arrangements  or  understanding  with  any  person  to  participate  in  the
distribution of the Securities or the Exchange  Securities within the meaning of
the Securities  Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities  Act, of the Issuer or if it is an affiliate,  such Holder
will comply with the  registration and prospectus  delivery  requirements of the
Securities  Act  to  the  extent  applicable,  (iv)  if  such  Holder  is  not a
broker-dealer,  that it is not engaged in, and does not intend to engage in, the
distribution   of  the  Exchange   Securities  and  (v)  if  such  Holder  is  a
broker-dealer,  that it will receive Exchange  Securities for its own account in
exchange  for  Securities  that  were  acquired  as a  result  of  market-making
activities  or  other  trading  activities  and  that  it will  be  required  to
acknowledge  that it will deliver a prospectus in connection  with any resale of
such Exchange Securities.

         Notwithstanding  any other  provisions  hereof,  the Issuer will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus  forming part thereof and any supplement  thereto complies in all
material  respects  with  the  Securities  Act and  the  rules  and  regulations
thereunder,  (ii) any Exchange  Offer  Registration  Statement and any amendment
thereto does not, when it becomes  effective,  contain an untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated  therein or necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

         2.  Shelf  Registration.  If,  (i)  because  of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Issuer is
not permitted to effect a Registered  Exchange Offer, as contemplated by Section
1 hereof,  (ii) the Registered Exchange Offer is not consummated within 180 days
of the  Issue  Date or (iii)  any  Holder  notifies  the  Issuer  that (A) it is
prohibited  by law or Commission  policy from  participating  in the  Registered
Exchange Offer, (B) it may not resell the Exchange  Securities acquired by it in
the Registered  Exchange Offer to the public without delivering a prospectus and
the  prospectus  contained in the Exchange Offer  Registration  Statement is not
appropriate or available for such resales or (C) it is an Exchanging  Dealer and
owns  Securities  acquired  directly  from the Issuer or an  "affiliate"  of the
Issuer as defined in Rule 405 of the  Securities  Act, the Issuer shall take the
following actions:

         (a) The Issuer shall,  at its cost, as promptly as practicable  (but in
no event more than 30 days  after so  required  or  requested  pursuant  to this
Section 2) file with the Commission and thereafter shall use its best efforts to
cause to be declared effective a registration statement (the "Shelf Registration
Statement"  and,  together with the Exchange  Offer  Registration  Statement,  a
"Registration  Statement")  on an  appropriate  form  under the  Securities  Act
relating to the offer and sale of the Transfer Restricted Securities (as defined
in Section 6 hereof) by the Holders thereof from time to time in accordance with
the methods of distribution  set forth in the Shelf  Registration  Statement and
Rule 415 under the  Securities  Act  (hereinafter,  the  "Shelf  Registration");
provided,  however,  that no Holder (other than an Initial  Purchaser)  shall be
entitled to have the  Securities  held by it covered by such Shelf  Registration
Statement unless such Holder agrees in writing to be bound by all the provisions
of this Agreement applicable to such Holder.

         (b)  The  Issuer   shall  use  its  best  efforts  to  keep  the  Shelf
Registration  Statement continuously effective in order to permit the prospectus
included  therein  to be  lawfully  delivered  by the  Holders  of the  relevant
Securities, until the earlier of (i) the time when the Securities covered by the
Shelf Registration  Statement can be sold pursuant to Rule 144 of the Securities
Act without any  limitations  under clauses (c), (e), (f) or (h) of Rule 144 and
(ii) three years (or such longer  period if  extended  pursuant to Section  3(j)
below) from the Issue Date or such shorter  period that will  terminate when all
the  Securities  covered  by the  Shelf  Registration  Statement  have been sold
pursuant  thereto.  The Issuer shall be deemed not to have used its best efforts
to keep the Shelf Registration  Statement  effective during the requisite period
if it  voluntarily  takes any action that would result in Holders of  Securities
covered  thereby  not being able to offer and sell such  Securities  during that
period,  unless such action is required by applicable  law;  provided,  however,
that the Issuer shall not be deemed to have


<PAGE>
                                                                               4



voluntarily taken any such action if it enters, in good faith, into negotiations
concerning,  or executes and delivers any agreement or other  document  relating
to, any business  combination,  acquisition or  disposition;  provided  further,
however, that the Shelf Registration  Statement shall not remain ineffective for
more than 30  consecutive  days,  twice in any calendar year, as a result of the
entry into of such negotiations concerning, or the execution and delivery of any
agreement or other document relating to, any business  combination,  acquisition
or disposition.

         (c)  Notwithstanding  any other  provisions  of this  Agreement  to the
contrary,  the  Issuer  shall  cause the Shelf  Registration  Statement  and the
related prospectus and any amendment or supplement  thereto, as of the effective
date of the Shelf Registration Statement, amendment or supplement, (i) to comply
in all material respects with the applicable  requirements of the Securities Act
and the rules and  regulations  of the  Commission  and (ii) not to contain  any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.

         3. Registration  Procedures.  In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent  applicable,  any Registered
Exchange Offer contemplated by Section 1 hereof, the following  provisions shall
apply:

         (a) The Issuer  shall (i) furnish to each Initial  Purchaser,  prior to
the filing thereof with the Commission, a copy of the Registration Statement and
each amendment thereof and each supplement,  if any, to the prospectus  included
therein and, in the event that an Initial Purchaser (with respect to any portion
of an unsold  allotment  from the  original  offering) is  participating  in the
Registered  Exchange Offer or the Shelf  Registration  Statement,  shall use its
best  efforts  to  reflect  in each  such  document,  when  so  filed  with  the
Commission, such comments as such Initial Purchaser reasonably may propose; (ii)
include  the  information  set forth in Annex A hereto on the cover,  in Annex B
hereto in the  "Exchange  Offer  Procedures"  section  and the  "Purpose  of the
Exchange  Offer"  section  and in Annex C hereto in the  "Plan of  Distribution"
section of the  prospectus  forming a part of the  Exchange  Offer  Registration
Statement and include the  information set forth in Annex D hereto in the Letter
of Transmittal  delivered  pursuant to the Registered  Exchange Offer;  (iii) if
requested by an Initial Purchaser, include the information required by Items 507
or 508 of  Regulation  S-K under  the  Securities  Act,  as  applicable,  in the
prospectus  forming a part of the Exchange Offer  Registration  Statement;  (iv)
include  within the  prospectus  contained  in the Exchange  Offer  Registration
Statement a section entitled "Plan of  Distribution,"  reasonably  acceptable to
the Initial Purchasers, which shall contain a summary statement of the positions
taken or  policies  made by the  staff of the  Commission  with  respect  to the
potential "underwriter" status of any broker-dealer that is the beneficial owner
(as defined in Rule 13d-3 under the Securities  Exchange Act of 1934, as amended
(the "Exchange Act")) of Exchange  Securities  received by such broker-dealer in
the Registered  Exchange Offer (a "Participating  Broker-Dealer"),  whether such
positions  or  policies  have  been  publicly  disseminated  by the staff of the
Commission  or such  positions or policies,  in the  reasonable  judgment of the
Initial Purchasers based upon advice of counsel (which may be in-house counsel),
represent the prevailing  views of the staff of the  Commission;  and (v) in the
case of a Shelf Registration  Statement,  include the names of the Holders,  who
propose to sell  Securities  pursuant to the Shelf  Registration  Statement,  as
selling securityholders.

         (b) The Issuer shall give written notice to the Initial Purchasers, the
Holders of the  Securities  and any  Participating  Broker-Dealer  from whom the
Issuer  has  received  prior  written  notice  that it  will be a  Participating
Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the
prospectus until the requisite changes have been made):

         (i) when the Registration  Statement or any amendment  thereto has been
filed  with  the  Commission  and  when  the   Registration   Statement  or  any
post-effective amendment thereto has become effective;

         (ii) of any request by the  Commission for amendments or supplements to
the Registration  Statement or the prospectus included therein or for additional
information;

         (iii) of the issuance by the  Commission  of any stop order  suspending
the  effectiveness  of  the  Registration  Statement  or the  initiation  of any
proceedings for that purpose;

         (iv)  of  the  receipt  by  the  Issuer  or its  legal  counsel  of any
notification  with  respect  to  the  suspension  of  the  qualification  of the
Securities for sale in any  jurisdiction or the initiation or threatening of any
proceeding for such purpose; and

         (v) of the  happening  of any event  that  requires  the Issuer to make
changes  in the  Registration  Statement  or the  prospectus  in order  that the
Registration Statement or the prospectus do not contain an untrue statement


<PAGE>
                                                                               5


of a  material  fact nor omit to state a  material  fact  required  to be stated
therein  or  necessary  to make  the  statements  therein  (in  the  case of the
prospectus,  in light of the  circumstances  under  which  they  were  made) not
misleading.

         (c) The  Issuer  shall  make  every  reasonable  effort to  obtain  the
withdrawal  at  the  earliest   possible  time,  of  any  order  suspending  the
effectiveness of the Registration Statement.

         (d) The Issuer  shall  furnish to each  Holder of  Securities  included
within the coverage of the Shelf Registration, without charge, at least one copy
of the Shelf Registration  Statement and any  post-effective  amendment thereto,
including financial statements and schedules,  and, if the Holder so requests in
writing,  all  exhibits  thereto  (including  those,  if  any,  incorporated  by
reference).

         (e) The Issuer shall deliver to each Exchanging Dealer and each Initial
Purchaser, and to any other Holder who so requests, without charge, at least one
copy  of the  Exchange  Offer  Registration  Statement  and  any  post-effective
amendment thereto,  including  financial  statements and schedules,  and, if any
Initial Purchaser or any such Holder requests,  all exhibits thereto  (including
those incorporated by reference).

         (f) The Issuer shall, during the Shelf Registration Period,  deliver to
each  Holder  of   Securities   included   within  the  coverage  of  the  Shelf
Registration,  without charge, as many copies of the prospectus  (including each
preliminary  prospectus)  included in the Shelf  Registration  Statement and any
amendment  or  supplement  thereto as such person may  reasonably  request.  The
Issuer consents,  subject to the provisions of this Agreement, to the use of the
prospectus or any amendment or supplement thereto by each of the selling Holders
of the  Securities  in connection  with the offering and sale of the  Securities
covered by the prospectus,  or any amendment or supplement thereto,  included in
the Shelf Registration Statement.

         (g) The Issuer shall deliver to each Initial Purchaser,  any Exchanging
Dealer,  any  Participating  Broker-Dealer  and such other  persons  required to
deliver a prospectus following the Registered Exchange Offer, without charge, as
many copies of the final prospectus  included in the Exchange Offer Registration
Statement and any amendment or supplement thereto as such persons may reasonably
request.  The Issuer consents,  subject to the provisions of this Agreement,  to
the use of the prospectus or any amendment or supplement  thereto by any Initial
Purchaser, if necessary, any Participating  Broker-Dealer and such other persons
required to deliver a prospectus  following  the  Registered  Exchange  Offer in
connection with the offering and sale of the Exchange  Securities covered by the
prospectus,  or any amendment or supplement  thereto,  included in such Exchange
Offer Registration Statement.

         (h) Prior to any public  offering  of the  Securities,  pursuant to any
Registration  Statement,  the Issuer shall register or qualify or cooperate with
the Holders of the Securities  included therein and their respective  counsel in
connection with the  registration or  qualification  of the Securities for offer
and sale under the  securities  or "blue sky" laws of such  states of the United
States as any Holder of the Securities reasonably requests in writing and do any
and all other acts or things necessary or advisable to enable the offer and sale
in such jurisdictions of the Securities covered by such Registration  Statement;
provided,  however,  that  the  Issuer  shall  not be  required  to (i)  qualify
generally to do business in any  jurisdiction  where it is not then so qualified
or (ii) take any action which would subject it to general  service of process or
to taxation in any jurisdiction where it is not then so subject.

         (i) The Issuer shall  cooperate  with the Holders of the  Securities to
facilitate the timely preparation and delivery of certificates  representing the
Securities  to be  sold  pursuant  to any  Registration  Statement  free  of any
restrictive  legends and in such  denominations  and registered in such names as
the  Holders  may  request a  reasonable  period  of time  prior to sales of the
Securities pursuant to such Registration Statement.

         (j) Upon the occurrence of any event  contemplated  by paragraphs  (ii)
through  (v) of  Section  3(b)  above  during the period for which the Issuer is
required to maintain  an  effective  Registration  Statement,  the Issuer  shall
promptly  prepare  and  file a  post-effective  amendment  to  the  Registration
Statement  or a  supplement  to the related  prospectus  and any other  required
document  so that,  as  thereafter  delivered  to Holders of the  Securities  or
purchasers of Securities, the prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they were  made,  not  misleading.  If the Issuer  notifies  the  Initial
Purchasers,   the  Holders  of  the  Securities  and  any  known   Participating
Broker-Dealer  in accordance  with  paragraphs  (ii) through (v) of Section 3(b)
above to suspend the use of the  prospectus  until the requisite  changes to the
prospectus  have been made,  then the  Initial  Purchasers,  the  Holders of the
Securities and any such Participating  Broker-Dealers  shall suspend use of such
prospectus,  and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer Registration Statement
provided  for in Section 1 above  shall each be  extended  by the number of days
from and  including the date of the giving of such notice to and including 

<PAGE>
                                                                               6


the date when the  Initial  Purchasers,  the Holders of the  Securities  and any
known   Participating   Broker-Dealer   shall  have  received  such  amended  or
supplemented prospectus pursuant to this Section 3(j).

         (k) Not later than the effective  date of the  applicable  Registration
Statement,  the  Issuer  will  provide a CUSIP  number for the  Securities,  the
Exchange Securities or the Private Exchange Securities,  as the case may be, and
provide the applicable trustee with printed certificates for the Securities, the
Exchange Securities or the Private Exchange Securities, as the case may be, in a
form eligible for deposit with The Depository Trust Company.

         (l) The Issuer will comply in all material  respects with all rules and
regulations  of the  Commission to the extent and so long as they are applicable
to the  Registered  Exchange  Offer or the  Shelf  Registration  and  will  make
generally  available to its security holders (or otherwise provide in accordance
with Section 11(a) of the Securities Act) an earnings  statement  satisfying the
provisions of Section 11(a) of the  Securities  Act, no later than 45 days after
the end of a  12-month  period  (or 90 days,  if such  period is a fiscal  year)
beginning with the first month of the Issuer's  first fiscal quarter  commencing
after the effective date of the  Registration  Statement,  which statement shall
cover such 12-month period.

         (m) The Issuer  shall cause the  Indenture  to be  qualified  under the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), in a timely
manner and  containing  such  changes,  if any, as shall be  necessary  for such
qualification.   In  the  event  that  such  qualification   would  require  the
appointment of a new trustee under the Indenture, the Issuer shall appoint a new
trustee thereunder pursuant to the applicable provisions of the Indenture.

         (n) The  Issuer  may  require  each  Holder  of  Securities  to be sold
pursuant  to the Shelf  Registration  Statement  to furnish  to the Issuer  such
information  regarding the Holder and the  distribution of the Securities as the
Issuer  may from time to time  reasonably  require  for  inclusion  in the Shelf
Registration  Statement,  and the Issuer may exclude from such  registration the
Securities  of any Holder that  unreasonably  fails to furnish such  information
within a reasonable time after receiving such request.

         (o) The  Issuer and the  Guarantors  shall  enter  into such  customary
agreements (including if requested an underwriting  agreement in customary form)
and take all such other action,  if any, as any Holder of the  Securities  shall
reasonably  request in order to facilitate  the  disposition  of the  Securities
pursuant to any Shelf Registration.

         (p)  In the  case  of any  Shelf  Registration,  the  Issuer  and  each
Guarantor shall (i) make  reasonably  available for inspection by the Holders of
the Securities, any underwriter participating in any disposition pursuant to the
Shelf  Registration  Statement  and any  attorney,  accountant  or  other  agent
retained  by the Holders of the  Securities  or any such  underwriter  all their
respective  relevant financial and other records,  pertinent corporate documents
and  properties  and (ii) cause the  Issuer's  officers,  directors,  employees,
accountants and auditors to supply all relevant information reasonably requested
by the Holders of the Securities or any such underwriter,  attorney,  accountant
or agent in connection with the Shelf Registration  Statement,  in each case, as
shall be reasonably  necessary to enable such  persons,  to conduct a reasonable
investigation  within the meaning of Section 11 of the Securities Act; provided,
however,  that the  foregoing  inspection  and  information  gathering  shall be
coordinated  on behalf  of the  Initial  Purchasers  by you and on behalf of the
other parties,  by one counsel designated by and on behalf of such other parties
as described in Section 4 hereof.

         (q)  In  the  case  of any  Shelf  Registration,  the  Issuer  and  the
Guarantors,  if requested by any Holder of  Securities  covered  thereby,  shall
cause (i) their  counsel to deliver an opinion and updates  thereof  relating to
the  Securities  and the  Guarantees in customary form addressed to such Holders
and the managing  underwriters,  if any,  thereof and dated,  in the case of the
initial opinion, the effective date of such Shelf Registration  Statement;  (ii)
their officers to execute and deliver all customary  documents and  certificates
and updates thereof requested by any underwriters of the applicable  Securities;
and (iii)  their  independent  public  accountants  and the  independent  public
accountants with respect to any other entity for which financial  information is
provided in the Shelf  Registration  Statement to provide to the selling Holders
of the applicable  Securities and any  underwriter  therefor a comfort letter in
customary form and covering matters of the type  customarily  covered in comfort
letters in connection with primary underwritten offerings, subject to receipt of
appropriate  documentation as contemplated,  and only if permitted, by Statement
of Auditing Standards No. 72.

         (r) In the case of the Registered  Exchange  Offer, if requested by any
Initial  Purchaser or any known  Participating  Broker-Dealer,  the Issuer shall
cause (i) its counsel to deliver to such Initial Purchaser or such Participating
Broker-Dealer  a  signed  opinion  in the form set  forth in  Schedule  A of the
Purchase  Agreement  with such changes as are customary in  connection  with the
preparation  of  a  Registration  Statement  and  (ii)  its  independent  public
accountants and the  independent  public  accountants  with respect to any other
entity for which


<PAGE>
                                                                               7


financial  information is provided in the  Registration  Statement to deliver to
such Initial Purchaser or such Participating  Broker-Dealer a comfort letter, in
customary  form,  meeting the  requirements  as to the substance  thereof as set
forth in Section 6(a) and (b) of the Purchase  Agreement,  with appropriate date
changes.

         (s) If a  Registered  Exchange  Offer or a  Private  Exchange  is to be
consummated,  upon  delivery of the  Securities  by Holders to the Issuer (or to
such other  Person as  directed  by the  Issuer) in  exchange  for the  Exchange
Securities or the Private  Exchange  Securities,  as the case may be, the Issuer
shall mark, or caused to be marked,  on the  Securities  so exchanged  that such
Securities  are being  canceled in exchange for the Exchange  Securities  or the
Private  Exchange  Securities,  as the  case  may  be;  in no  event  shall  the
Securities be marked as paid or otherwise satisfied.

         (t) The Issuer will use its best efforts to (a) if the Securities  have
been rated prior to the initial  sale of such  Securities,  confirm such ratings
will apply to the Securities covered by a Registration  Statement, or (b) if the
Securities  were  not  previously  rated,  cause  the  Securities  covered  by a
Registration  Statement to be rated with the appropriate rating agencies,  if so
requested by Holders of a majority in aggregate  principal  amount of Securities
covered by such Registration Statement, or by the managing underwriters, if any.

         (u) In the event that any  broker-dealer  registered under the Exchange
Act  shall   underwrite  any  Securities  or  participate  as  a  member  of  an
underwriting  syndicate or selling group or "assist in the distribution" (within
the meaning of the  Conduct  Rules of the  National  Association  of  Securities
Dealers, Inc. ("NASD")) thereof, whether as a Holder of such Securities or as an
underwriter,  a  placement  or sales  agent or a broker  or  dealer  in  respect
thereof,  or otherwise,  the Issuer shall cooperate with such  broker-dealer  in
complying  with the  requirements  of such  Conduct  Rules,  including,  without
limitation, by (i) if Rule 2720 of such Conduct Rules shall so require, engaging
a "qualified  independent  underwriter" (as defined in Rule 2720 of such Conduct
Rules) to participate in the preparation of the Registration  Statement relating
to such  Securities,  to exercise  usual  standards of due  diligence in respect
thereto and, if any portion of the offering  contemplated  by such  Registration
Statement  is an  underwritten  offering or is made through a placement or sales
agent, to recommend the yield of such  Securities,  (ii)  indemnifying  any such
qualified  independent  underwriter  to the  extent  of the  indemnification  of
underwriters  provided in Section 5 hereof and (iii) providing such  information
to such  broker-dealer  as may be  required in order for such  broker-dealer  to
comply with the requirements of such Conduct Rules.

         (v) The  Issuer  shall use its best  efforts  to take all  other  steps
necessary to effect the registration of the Securities covered by a Registration
Statement contemplated hereby.

         4. Registration  Expenses.  The Issuer shall bear all fees and expenses
incurred in connection with the performance of its obligations  under Sections 1
through  3 hereof  (including  the  reasonable  fees and  expenses,  if any,  of
Cravath,  Swaine  & Moore,  counsel  for the  Initial  Purchasers,  incurred  in
connection with the Registered  Exchange  Offer),  whether or not the Registered
Exchange Offer or a Shelf  Registration is filed or becomes  effective,  and, in
the event of a Shelf  Registration,  shall bear or reimburse  the Holders of the
Securities covered thereby for the reasonable fees and disbursements of one firm
of counsel  designated  by the Holders of a majority in principal  amount of the
Securities  covered  thereby to act as counsel for the Holders of the Securities
in connection therewith provided such fees and expenses do not exceed $25,000.

         5. Indemnification. (a) The Issuer and each Guarantor will, jointly and
severally,  indemnify  and hold  harmless  each  Holder of the  Securities,  any
Participating Broker-Dealer and each person, if any, who controls such Holder or
such Participating Broker-Dealer within the meaning of the Securities Act or the
Exchange Act (each Holder, any Participating  Broker-Dealer and such controlling
persons are referred to  collectively  as the  "Indemnified  Parties")  from and
against any losses,  claims,  damages or liabilities,  joint or several,  or any
actions in respect thereof (including,  but not limited to, any losses,  claims,
damages,  liabilities  or  actions  relating  to  purchases  and  sales  of  the
Securities)  to which  each  Indemnified  Party  may  become  subject  under the
Securities Act, the Exchange Act or otherwise,  insofar as such losses,  claims,
damages,  liabilities  or  actions  arise  out of or are based  upon any  untrue
statement  or  alleged  untrue  statement  of a  material  fact  contained  in a
Registration  Statement or prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus relating to a Shelf Registration,  or arise out
of, or are based  upon,  the  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  and shall  reimburse,  as  incurred,  the  Indemnified
Parties  for  any  legal  or  other  expenses  reasonably  incurred  by  them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action in respect thereof;  provided,  however, that (i) the Issuer
and the Guarantors  shall not be liable in any such case to the extent that such
loss,  claim,  damage or  liability  arises  out of or is based  upon any untrue
statement or alleged untrue  statement or omission or alleged omission made in a
Registration  Statement or prospectus or in any amendment or supplement  thereto
or in any preliminary  prospectus  relating to a Shelf  Registration in reliance
upon and in


<PAGE>
                                                                               8


conformity with written  information  pertaining to such Holder and furnished to
the Issuer by or on behalf of such Holder specifically for inclusion therein and
(ii) with  respect  to any  untrue  statement  or  omission  or  alleged  untrue
statement or omission  made in any  preliminary  prospectus  relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any Holder or Participating Broker-Dealer from
whom the person  asserting  any such  losses,  claims,  damages  or  liabilities
purchased the Securities concerned,  to the extent that a prospectus relating to
such  Securities  was required to be  delivered by such Holder or  Participating
Broker-Dealer  under the Securities Act in connection with such purchase and any
such  loss,  claim,   damage  or  liability  of  such  Holder  or  Participating
Broker-Dealer  results  from the fact  that  there was not sent or given to such
person,  at or prior to the written  confirmation of the sale of such Securities
to such  person,  a copy of the final  prospectus  if the Issuer had  previously
furnished copies thereof to such Holder or Participating Broker-Dealer; provided
further,  however,  that this  indemnity  agreement  will be in  addition to any
liability  which  the  Issuer  or any  Guarantor  may  otherwise  have  to  such
Indemnified  Party.  The Issuer  and each  Guarantor  shall  also,  jointly  and
severally, indemnify underwriters,  their officers and directors and each person
who controls such  underwriters  within the meaning of the Securities Act or the
Exchange  Act  to  the  same  extent  as  provided  above  with  respect  to the
indemnification of the Holders of the Securities if requested by such Holders.

         (b) Each Holder of the  Securities,  severally  and not  jointly,  will
indemnify and hold harmless the Issuer,  each Guarantor and each person, if any,
who controls the Issuer or such  Guarantor  within the meaning of the Securities
Act or the  Exchange  Act  from and  against  any  losses,  claims,  damages  or
liabilities  or any  actions  in  respect  thereof,  to which the  Issuer,  such
Guarantor or any such controlling person may become subject under the Securities
Act, the Exchange Act or  otherwise,  insofar as such losses,  claims,  damages,
liabilities  or actions  arise out of or are based upon any untrue  statement or
alleged  untrue  statement  of a  material  fact  contained  in  a  Registration
Statement or  prospectus  or in any  amendment or  supplement  thereto or in any
preliminary prospectus relating to a Shelf Registration,  or arise out of or are
based upon the  omission or alleged  omission to state  therein a material  fact
necessary to make the statements  therein not misleading,  but in each case only
to the extent that the untrue  statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with written information
pertaining  to such Holder and  furnished  to the Issuer by or on behalf of such
Holder  specifically for inclusion  therein;  and, subject to the limitation set
forth  immediately  preceding this clause,  shall  reimburse,  as incurred,  the
Issuer for any legal or other expenses  reasonably  incurred by the Issuer, such
Guarantor or any such  controlling  person in connection with  investigating  or
defending any loss, claim, damage,  liability or action in respect thereof. This
indemnity  agreement will be in addition to any liability  which such Holder may
otherwise have to the Issuer, such Guarantor or any of its controlling persons.

         (c) Promptly after receipt by an indemnified party under this Section 5
of  notice  of the  commencement  of  any  action  or  proceeding  (including  a
governmental investigation),  such indemnified party will, if a claim in respect
thereof is to be made  against  the  indemnifying  party  under this  Section 5,
notify the indemnifying party of the commencement  thereof;  but the omission so
to  notify  the  indemnifying  party  will  not,  in  any  event,   relieve  the
indemnifying  party from any obligations to any indemnified party other than the
indemnification  obligation  provided in paragraph (a) or (b) above. In case any
such  action is brought  against any  indemnified  party,  and it  notifies  the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  therein  and, to the extent that it may wish,  jointly
with any other  indemnifying  party  similarly  notified,  to assume the defense
thereof,  with counsel  reasonably  satisfactory to such indemnified  party (who
shall not, except with the consent of the  indemnified  party, be counsel to the
indemnifying  party),  and  after  notice  from the  indemnifying  party to such
indemnified  party  of  its  election  so to  assume  the  defense  thereof  the
indemnifying  party  will not be liable to such  indemnified  party  under  this
Section  5 for any  legal or other  expenses,  other  than  reasonable  costs of
investigation,  subsequently  incurred by such  indemnified  party in connection
with the defense thereof. No indemnifying party shall, without the prior written
consent of the  indemnified  party,  effect  any  settlement  of any  pending or
threatened  action in  respect of which any  indemnified  party is or could have
been a party and indemnity could have been sought  hereunder by such indemnified
party  unless  such  settlement  includes  an  unconditional   release  of  such
indemnified  party from all liability on any claims that are the subject  matter
of such action.

         (d)  If  the  indemnification   provided  for  in  this  Section  5  is
unavailable  or  insufficient  to  hold  harmless  an  indemnified  party  under
subsections (a) or (b) above, then each  indemnifying  party shall contribute to
the amount paid or payable by such indemnified  party as a result of the losses,
claims,  damages or liabilities (or actions in respect  thereof)  referred to in
subsection (a) or (b) above (i) in such  proportion as is appropriate to reflect
the relative benefits  received by the indemnifying  party or parties on the one
hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing  clause (i) is not permitted by applicable law, in such proportion
as is  appropriate  to reflect  not only the  relative  benefits  referred to in
clause  (i)  above  but also the  relative  fault of the  indemnifying  party or
parties  on the one hand and the  indemnified  party on the other in  connection
with the
<PAGE>
                                                                               9


statements  or  omissions  that  resulted  in such  losses,  claims,  damages or
liabilities  (or  actions  in  respect  thereof)  as well as any other  relevant
equitable considerations.  The relative fault of the parties shall be determined
by  reference  to,  among other  things,  whether  the untrue or alleged  untrue
statement  of a material  fact or the  omission  or alleged  omission to state a
material fact relates to  information  supplied by the Issuer on the one hand or
such Holder or such other  indemnified  party, as the case may be, on the other,
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses,  claims,  damages or liabilities
referred  to in the first  sentence  of this  subsection  (d) shall be deemed to
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d).  Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities  shall not be required to contribute
any amount in excess of the amount by which the net  proceeds  received  by such
Holders from the sale of the  Securities  pursuant to a  Registration  Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue  statement or omission or alleged
omission. No person guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person,  if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such  indemnified  party and each person,  if any, who
controls the Issuer or any Guarantor within the meaning of the Securities Act or
the  Exchange  Act shall have the same rights to  contribution  as the Issuer or
such Guarantor.

         (e) The  agreements  contained in this Section 5 shall survive the sale
of the Securities pursuant to a Registration  Statement and shall remain in full
force and effect, regardless of any termination or cancelation of this Agreement
or any investigation made by or on behalf of any indemnified party.

         6.  Additional  Interest  Under Certain  Circumstances.  (a) Additional
interest (the  "Additional  Interest")  with respect to the Securities  shall be
assessed  as follows if any of the  following  events  occur (each such event in
clauses (i) through (iii) below a "Registration Default"):

         (i) If by 45 days after the closing  date  neither the  Exchange  Offer
Registration  Statement nor a Shelf  Registration  Statement has been filed with
the Commission;

         (ii) If by 180 days  after the  closing  date  neither  the  Registered
Exchange  Offer is  consummated  nor,  if required  in lieu  thereof,  the Shelf
Registration Statement is declared effective by the Commission; or

         (iii) If after either the Exchange Offer Registration  Statement or the
Shelf  Registration  Statement  is  declared  effective  (A)  such  Registration
Statement thereafter ceases to be effective;  or (B) such Registration Statement
or the related  prospectus ceases to be usable (except as permitted in paragraph
(b)) in connection  with resales of Transfer  Restricted  Securities  during the
periods  specified  herein  because  either (1) any event  occurs as a result of
which the related prospectus  forming part of such Registration  Statement would
include any untrue  statement  of a material  fact or omit to state any material
fact necessary to make the statements  therein in the light of the circumstances
under which they were made not misleading, or (2) it shall be necessary to amend
such Registration Statement or supplement the related prospectus, to comply with
the Securities Act or the Exchange Act or the respective rules thereunder.

Additional  Interest shall accrue on the Securities  over and above the interest
set forth in the title of the  Securities  from and  including the date on which
any such Registration Default shall occur to but excluding the date on which all
such Registration Defaults have been cured, at a rate of 0.50% per annum.

         (b) A Registration Default referred to in Section 6(a)(iii)(B) shall be
deemed  not  to  have  occurred  and  be  continuing  in  relation  to  a  Shelf
Registration  Statement  or the  related  prospectus  if (i)  such  Registration
Default has  occurred  solely as a result of (x) the filing of a  post-effective
amendment to such Shelf  Registration  Statement to  incorporate  annual audited
financial  information  with  respect  to the Issuer  where such  post-effective
amendment  is not yet  effective  and needs to be declared  effective  to permit
Holders to use the related  prospectus or (y) the  occurrence of other  material
events with  respect to the Issuer that would need to be described in such Shelf
Registration  Statement or the related prospectus and (ii) in the case of clause
(y), the Issuer is proceeding  promptly and in good faith to amend or supplement
such Shelf  Registration  Statement  and related  prospectus  to  describe  such
events; provided,  however, that in any case if such Registration Default occurs
for a  continuous  period  in excess of 30 days,  Additional  Interest  shall be
payable in accordance  with the above  paragraph from the day such  Registration
Default occurs until such Registration Default is cured.

         (c) Any amounts of Additional  Interest due pursuant to clause  (a)(i),
(a)(ii) or  (a)(iii)  of Section 6 above

<PAGE>
                                                                              10

will be payable in cash on the regular  interest  payment  dates with respect to
the  Securities.  The  amount  of  Additional  Interest  will be  determined  by
multiplying the applicable  Additional  Interest rate by the principal amount of
the Securities,  multiplied by a fraction,  the numerator of which is the number
of days  such  Additional  Interest  rate  was  applicable  during  such  period
(determined on the basis of a 360-day year  comprised of twelve 30-day  months),
and the denominator of which is 360.

         (d) "Transfer Restricted  Securities" means each Security until (i) the
date on  which  such  Security  has been  exchanged  by a  person  other  than a
broker-dealer  for a freely  transferrable  Exchange  Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of such Security for an Exchange Security, the date on which such
Exchange Security is sold to a purchaser who receives from such broker-dealer on
or prior  to the date of such  sale a copy of the  prospectus  contained  in the
Exchange Offer Registration Statement, (iii) the date on which such Security has
been  effectively  registered  under  the  Securities  Act  and  disposed  of in
accordance with the Shelf Registration  Statement or (iv) the date on which such
Security is distributed to the public  pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.

         7. Rules 144 and 144A.  The Issuer  shall use its best  efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely  manner and,  if at any time the Issuer is not  required to file
such  reports,  it will,  upon the request of any Holder of Transfer  Restricted
Securities,  make publicly  available other  information so long as necessary to
permit  sales of their  securities  pursuant  to Rules 144 and 144A.  The Issuer
covenants  that it will  take such  further  action  as any  Holder of  Transfer
Restricted  Securities may reasonably  request,  all to the extent required from
time to time to  enable  such  Holder  to sell  Transfer  Restricted  Securities
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided by Rules 144 and 144A  (including the  requirements of Rule
144A(d)(4)).  The Issuer will provide a copy of this  Agreement  to  prospective
purchasers of Securities identified to the Issuer by the Initial Purchasers upon
request. Upon the request of any Holder of Transfer Restricted  Securities,  the
Issuer  shall  deliver to such Holder a written  statement  as to whether it has
complied in all material respects with such  requirements.  Notwithstanding  the
foregoing,  nothing in this  Section 7 shall be deemed to require  the Issuer to
register any of its securities pursuant to the Exchange Act.

         8.  Underwritten  Registrations.  If  any of  the  Transfer  Restricted
Securities  covered by any Shelf  Registration are to be sold in an underwritten
offering,  the investment  banker or investment  bankers and manager or managers
that will administer the offering ("Managing  Underwriters") will be selected by
the  Holders  of a  majority  in  aggregate  principal  amount of such  Transfer
Restricted Securities to be included in such offering.

         No person may participate in any  underwritten  registration  hereunder
unless  such  person  (i)  agrees  to sell  such  person's  Transfer  Restricted
Securities on the basis  reasonably  provided in any  underwriting  arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes  and executes  all  questionnaires,  powers of attorney,  indemnities,
underwriting  agreements and other documents reasonably required under the terms
of such underwriting arrangements.

         9.  Miscellaneous.

         (a) Amendments and Waivers. The provisions of this Agreement may not be
amended,  modified or  supplemented,  and waivers or consents to departures from
the provisions hereof may not be given, except by the Issuer, each Guarantor and
the  written  consent of the Holders of a majority  in  principal  amount of the
Securities  affected  by such  amendment,  modification,  supplement,  waiver or
consents.

         (b)  Notices.  All notices  and other  communications  provided  for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

         (1) if to a Holder of the Securities, at the most current address given
by such Holder to the Issuer in accordance  with the  provisions of this Section
9(b).

         (2)  if to the Initial Purchasers, at the following address:

                           Credit Suisse First Boston Corporation
                           11 Madison Avenue
                           New York, NY 10010
                           Fax No.:  (212) 318-0532
                           Attention:  Transactions Advisory Group
<PAGE>
                                                                              11

         with a copy to:


                           Cravath, Swaine & Moore
                           Worldwide Plaza
                           825 Eighth Avenue
                           New York, NY  10019-7475
                           Attention:  Kris F. Heinzelman

         (3) if to the  Issuer or any  Guarantor,  at the  Issuer's  address  as
follows:


                           Radio One, Inc.
                           5900 Princess Garden Parkway
                           Lanham, Maryland
                           Attention:  Alfred C. Liggins, III

         with a copy to:

                           Kirkland & Ellis
                           655 Fifteenth Street, Suite 1200
                           Washington, DC  20005
                           Attention:  Richard L. Perkal

         All such notices and  communications  shall be deemed to have been duly
given:  at the time delivered by hand, if personally  delivered;  three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's  facsimile machine operator, if sent by facsimile
transmission;  and on the  day  delivered,  if  sent by  overnight  air  courier
guaranteeing next day delivery.

         (c) No Inconsistent  Agreements.  Each of the Issuer and the Guarantors
has not, as of the date hereof, entered into, nor shall it, on or after the date
hereof,  enter  into,  any  agreement  with  respect to its  securities  that is
inconsistent  with  the  rights  granted  to the  Holders  herein  or  otherwise
conflicts with the provisions hereof.

         (d)  Successors and Assigns.  This Agreement  shall be binding upon the
Issuer and each Guarantor, and their respective successors and assigns.

         (e)  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

         (f) Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g) Governing Law. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED
IN  ACCORDANCE  WITH,  THE  LAWS OF THE  STATE  OF NEW YORK  WITHOUT  REGARD  TO
PRINCIPLES OF CONFLICTS OF LAWS.

         (h)  Severability.  If any  one or  more  of the  provisions  contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or  unenforceable,  the  validity,  legality  and  enforceability  of  any  such
provision  in every other  respect  and of the  remaining  provisions  contained
herein shall not be affected or impaired thereby.

         (i) Securities Held by the Issuer.  Whenever the consent or approval of
Holders of a specified  percentage of principal amount of Securities is required
hereunder,  Securities  held  by  the  Issuer  or  its  affiliates  (other  than
subsequent  Holders of  Securities if such  subsequent  Holders are deemed to be
affiliates  solely by reason of their holdings of such Securities)  shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

<PAGE>
                                                                              12


         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement,  please sign and return to the Issuer a counterpart hereof, whereupon
this instrument,  along with all  counterparts,  will become a binding agreement
among  the  several  Initial  Purchasers,  the  Issuer  and  the  Guarantors  in
accordance with its terms.

                                        Very truly yours,

                                        RADIO ONE, INC., as the Issuer


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



                                        RADIO ONE LICENSES, INC., as a Guarantor


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


The foregoing  Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
NATIONSBANC CAPITAL MARKETS, INC.

by:  CREDIT SUISSE FIRST BOSTON CORPORATION



         By: /s/ William Ettelson
            -----------------------------
            Name: William Ettelson
            Title: Associate



<PAGE>






                                                                         ANNEX A




         Each  broker-dealer  that  receives  Exchange  Securities  for  its own
account  pursuant to the Exchange Offer must  acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning  of the  Securities  Act.  This  Prospectus,  as it may  be  amended  or
supplemented  from time to time,  may be used by a  broker-dealer  in connection
with resales of Exchange  Securities  received in exchange for Securities  where
such Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities. The Issuer has agreed that, for a period
of 180 days after the  Expiration  Date (as defined  herein),  it will make this
Prospectus  available to any  broker-dealer  for use in connection with any such
resale. See "Plan of Distribution."
                                       





                                      A-1


<PAGE>



                                                                         ANNEX B



         Each  broker-dealer  that  receives  Exchange  Securities  for  its own
account in exchange for Securities,  where such Securities were acquired by such
broker-dealer  as  a  result  of  market-making   activities  or  other  trading
activities,  must  acknowledge  that it will deliver a prospectus  in connection
with any resale of such Exchange Securities. See "Plan of Distribution."














                                       B-1


<PAGE>









                                                                         ANNEX C




PLAN OF DISTRIBUTION

         Each  broker-dealer  that  receives  Exchange  Securities  for  its own
account  pursuant to the Exchange Offer must  acknowledge that it will deliver a
prospectus  in  connection  with any resale of such  Exchange  Securities.  This
Prospectus,  as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Existing Securities where such Existing Securities were acquired as
a result of market-making activities or other trading activities. The Issuer has
agreed that,  for a period of 180 days after the  Expiration  Date, it will make
this prospectus, as amended or supplemented,  available to any broker-dealer for
use in connection with any such resale.  In addition,  until , 199 , all dealers
effecting  transactions in the Exchange  Securities may be required to deliver a
prospectus.1/

         The Issuer  will not  receive  any  proceeds  from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account  pursuant to the Exchange  Offer may be sold from time to time
in one or  more  transactions  in the  over-the-counter  market,  in  negotiated
transactions,  through the writing of options on the  Exchange  Securities  or a
combination of such methods of resale,  at market prices  prevailing at the time
of resale,  at prices  related to such  prevailing  market  prices or negotiated
prices.  Any such  resale may be made  directly to  purchasers  or to or through
brokers or dealers who may receive  compensation  in the form of  commissions or
concessions  from any such  broker-dealer or the purchasers of any such Exchange
Securities.  Any  broker-dealer  that  resells  Exchange  Securities  that  were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an  "underwriter"  within the meaning of the Securities Act and any
profit  on any  such  resale  of  Exchange  Securities  and  any  commission  or
concessions  received  by any such  persons  may be  deemed  to be  underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging   that  it  will  deliver  and  by  delivering  a  prospectus,   a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the  Securities  Act.  For a period of 180 days after the  Expiration
Date the Issuer will promptly send additional  copies of this Prospectus and any
amendment or supplement to this  Prospectus to any  broker-dealer  that requests
such  documents in the Letter of  Transmittal.  The Issuer has agreed to pay all
expenses incidental to the Exchange Offer (including the expenses of one counsel
for the Holders of the Securities)  other than  commissions or of the Securities
(including  any   broker-dealers)   against   certain   liabilities,   including
liabilities under the Securities Act.



















--------

1/In addition,  the legend required by Item 502(e) of Regulation S-K will appear
on the back cover page of the Exchange Offer prospectus.






<PAGE>









                                                                         ANNEX D





[ ]      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:  ____________________________________________

                  Address: __________________________________________
                           __________________________________________

If the undersigned is not a broker-dealer, the undersigned represents that it is
not  engaged  in, and does not intend to engage in, a  distribution  of Exchange
Securities.  If the  undersigned is a broker-dealer  that will receive  Exchange
Securities for its own account in exchange for Securities  that were acquired as
a  result  of  market-making   activities  or  other  trading   activities,   it
acknowledges  that it will deliver a prospectus in connection with any resale of
such  Exchange  Securities;  however,  by so  acknowledging  and by delivering a
prospectus,  the  undersigned  will  not  be  deemed  to  admit  that  it  is an
"underwriter" within the meaning of the Securities Act. 






                                      D-1
