
                           CERTIFICATE OF AMENDED AND

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                 RADIO ONE, INC.


                  The  undersigned,  being the duly elected  President and Chief
Executive  Officer  of  Radio  One,  Inc.  (the  "Corporation"),  a  corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware ("DGCL"), hereby declares and certifies the following:

                  1. That the  Corporation  filed its  original  Certificate  of
Incorporation  with the  Secretary of State of the State of Delaware on July 15,
1996 (the "Certificate of Incorporation").

                  2. That the present name of the Corporation is Radio One, Inc.

                  3. That the Board of Directors of the Corporation, pursuant to
Sections  141,  242 and 245 of the DGCL,  adopted  resolutions  authorizing  the
Corporation to amend,  integrate and restate the Certificate of Incorporation of
the  Corporation  in its  entirety  to read as set forth in  Exhibit A  attached
hereto and made a part hereof (the "Amended and Restated Certificate").

                  4.  That the  stockholders  of the  Corporation  approved  and
adopted the Amended and Restated  Certificate  in accordance  with Sections 228,
242 and 245 of the DGCL.

         IN WITNESS  WHEREOF,  the undersigned has executed this  certificate in
the name and on behalf of the Corporation as of this 16th day of May, 1997.


                               By:
                                  ----------------------------------------------
                                  Name:    Alfred C. Liggins
                                  Title:   President and Chief Executive Officer


<PAGE>


                                    EXHIBIT A

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                 RADIO ONE, INC.


                                ARTICLE I - Name

         The name of the corporation is Radio One, Inc. (hereinafter referred to
as the "Corporation").

                         ARTICLE II - Registered Office

         The post office address of the registered  office of the Corporation in
the State of Delaware is 9 East Loockerman Street, Dover, Kent County,  Delaware
19901.  The name of the registered  agent of the  Corporation at that address is
National Registered Agents, Inc.

                              ARTICLE III - Purpose

         The purpose of the  Corporation  is to acquire,  operate,  and maintain
radio stations and television  stations and to engage in any other lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware (the "DGCL").

                           ARTICLE IV - Capital Stock

         Section 4.1. General. The total number of shares of capital stock which
the  Corporation  has authority to issue is 252,000  shares,  consisting of: (i)
100,000 shares of 15% Series A Cumulative  Redeemable Preferred Stock, par value
$.01 per share (the "Series A  Preferred"),  (ii) 150,000 shares of 15% Series B
Cumulative  Redeemable  Preferred Stock, par value $.01 per share (the "Series B
Preferred,"  and together with the Series A Preferred,  the "Preferred  Stock"),
(iii) 1,000 shares of Class A Common Stock, par value $.01 per share (the "Class
A Common"),  and (iv) 1,000 shares of Class B Common  Stock,  par value $.01 per
share (the "Class B Common," and together  with the Class A Common,  the "Common
Stock").  The  Preferred  Stock  and  Common  Stock  are  hereinafter  sometimes
collectively  referred to as "Capital  Stock."  Certain  capitalized  terms used
herein are defined in Section 4.4(c) of this ARTICLE IV below.

         Section 4.2.  Preferred  Stock.  Except as  otherwise  provided in this
Section 4.2 of this ARTICLE IV or as otherwise  required by applicable  law, all
shares of Series A Preferred  and Series B Preferred  shall be  identical in all
respects and shall entitle the holders thereof to the same rights and privileges
and shall be subject to the same qualifications, limitations and restrictions.



<PAGE>



                  (a) Dividends.

                           (i) General Obligation. To the extent permitted under
the DGCL, the Corporation  shall pay  preferential  cumulative  dividends to the
holders of the  Preferred  Stock as provided in this  Section  4.2(a)(i) of this
ARTICLE IV.  Except as  otherwise  provided  herein,  dividends on each share of
Preferred Stock (a "Preferred  Share") shall accrue on a daily basis at the rate
of 15% per annum (the "Dividend  Rate") on the sum of (A) the Liquidation  Value
thereof plus (B) all unpaid  accumulated  dividends  thereon,  if any,  from and
including the date of issuance of such Preferred Share to and including the date
on which the  Liquidation  Preference  Amount of such  Preferred  Share is paid.
Notwithstanding  the foregoing,  if the  Corporation  does not redeem all of the
issued and  outstanding  Preferred  Shares on the Mandatory  Redemption Date (as
defined in Section  4.2(d)(i) of this ARTICLE IV) or, upon the  occurrence of an
Event of  Noncompliance  (as defined in the Preferred  Stockholders'  Agreement)
(such  failure  to  redeem  or  occurrence  of  an  Event  of  Noncompliance,  a
"Noncompliance Event"), the Majority Holders may elect, by written notice to the
Corporation,  to  have  the  Dividend  Rate  increase  to  18%  per  annum  (the
"Noncompliance  Dividend  Rate") and  dividends  shall accrue on each  Preferred
Share on a daily basis at the Noncompliance  Dividend Rate on the sum of (x) the
Liquidation Value thereof plus (y) all unpaid accumulated  dividends thereon, if
any, commencing on the date of the occurrence of such Noncompliance Event (after
the  expiration of all applicable  cure periods) and  continuing  until (I) such
Default is cured pursuant to the terms of the Preferred  Stockholders' Agreement
or  waived by the  Majority  Holders  or (II) the date on which the  Liquidation
Preference Amount of such Preferred Share is paid. Dividends on Preferred Shares
shall accrue whether or not they have been declared and whether or not there are
profits,  surplus or other funds of the  Corporation  legally  available for the
payment of dividends.  The date on which the  Corporation  initially  issues any
Preferred  Share shall be deemed to be its "date of issuance"  regardless of the
number of times  transfer of such  Preferred  Share is made on the stock records
maintained  by  or  for  the   Corporation  and  regardless  of  the  number  of
certificates which may be issued to evidence such Preferred Share.

                           (ii) Special WPHI-FM  Dividend.  Notwithstanding  the
provisions of Section 4.2(a)(i) of this ARTICLE IV, in the event the Corporation
does not meet any  performance  target listed below relating  exclusively to the
operation  of  WPHI-FM,  the  Dividend  Rate for each  Preferred  Share shall be
increased to 17% per annum (the "Retroactive Dividend Rate") and dividends shall
accrue on each Preferred Share on a daily basis at the Retroactive Dividend Rate
on the sum of (A) the Liquidation Value thereof plus (B) all unpaid  accumulated
dividends thereon,  if any, for the period commencing on the date of issuance of
such  Preferred  Share  until (x) such  time as the  Corporation  first  meets a
performance  target at a subsequent date or such  noncompliance is waived by the
Majority Holders or (y) the date on which the Liquidation  Preference  Amount of
such Preferred Share is paid:

                                       2

<PAGE>


  AS OF THE TWELVE-MONTH PERIOD ENDING           BROADCAST CASH FLOW ($)
                12/31/98                                  1,517
                3/31/99                                   1,669
                6/30/99                                   1,878
                9/30/99                                   2,097
                12/31/99                                  2,346
                3/31/00                                   2,446
                6/30/00                                   2,583
                9/30/00                                   2,727
                12/31/00                                  2,891
                3/31/01                                   2,987
                6/30/01                                   3,121
                9/30/01                                   3,261
                12/31/01                                  3,419
                3/31/02                                   3,451
                6/30/02                                   3,494
                9/30/02                                   3,539
                12/31/02                                  3,590
                3/31/03                                   3,623
                6/30/03                                   3,669
                9/30/03                                   3,716
                12/31/03                                  3,770
and in each calendar quarter thereafter
 for the immediately prior twelve-month
period through the Mandatory Redemption


Any right to receive dividends on a Preferred Share at the Retroactive  Dividend
Rate shall transfer with each such Preferred Share.

                           (iii) Dividend Reference Date. To the extent not paid
on  December  31 of each  year,  beginning  December  31,  1997  (the  "Dividend
Reference  Date"),  all  dividends  which have accrued on each  Preferred  Share
issued and  outstanding  during the one-year period (or other period in the case
of the initial Dividend Reference Date) ending upon each such Dividend Reference
Date shall be accumulated and shall remain accumulated dividends with respect to
such Preferred  Share until paid. All dividends paid on a Preferred  Share shall
be applied  first to, and to the extent of, unpaid  dividends  that have accrued
(but  which  have not been  accumulated)  and then  to,  and to the  extent  of,
accumulated dividends, if any.

                           (iv)  Distribution  of  Partial  Dividend   Payments.
Except as otherwise  provided  herein,  if at any time the Corporation pays less
than the total amount of unpaid  dividends  accrued on the Preferred Shares then
outstanding, such payment shall be distributed ratably among

                                       3

<PAGE>


the holders  thereof based upon the aggregate  amount of accumulated and accrued
but unpaid dividends on the Preferred Shares held by each such holder.

                  (b)  Liquidation.  Upon any  Liquidation  of the  Corporation,
provided all  indebtedness  for money  borrowed of the  Corporation  (including,
without limitation,  the Senior  Indebtedness) has been finally and indefeasibly
paid in full in cash,  each holder of  Preferred  Shares shall be entitled to be
paid in cash,  before and in  preference to any  distribution  or payment of any
asset, capital, surplus or earnings of the Corporation is made to the holders of
other Capital  Stock,  an amount equal to the aggregate  Liquidation  Preference
Amount of the Preferred Shares held by such holder, and the holders of Preferred
Shares shall not be entitled to any other payment in respect of their  Preferred
Shares.  If upon  any  such  Liquidation  of the  Corporation,  the  funds to be
distributed among the holders of the Preferred Shares are insufficient to permit
payment to such holders of the aggregate Liquidation  Preference Amount for such
Preferred  Shares in cash,  then the entire assets and funds of the  Corporation
legally  available  for  distribution  shall be  distributed  ratably  among the
holders based on the aggregate  Liquidation  Preference  Amount of the Preferred
Shares held by each such holder. The Corporation shall provide written notice of
any such  Liquidation,  not less than 60 days prior to the  payment  date stated
therein, to each record holder of Preferred Shares.

                  (c)  Priority of  Preferred  Stock.  So long as any  Preferred
Share remains  outstanding,  neither the  Corporation  nor any Subsidiary of the
Corporation shall redeem,  purchase or otherwise acquire directly or indirectly,
or set apart funds for the  redemption,  purchase or  acquisition  of, any other
Capital Stock,  nor shall the Corporation  directly or indirectly pay or declare
any dividend or make any distribution upon any other Capital Stock (other than a
dividend   payable   solely   in   Junior   Securities);    provided,   however,
notwithstanding the foregoing, the Corporation may purchase Junior Securities in
accordance with the provisions of the Warrantholders' Agreement.

                  (d) Redemptions.

                           (i)  Mandatory  Redemption.  On  May  29,  2005  (the
"Mandatory  Redemption  Date"),  the  Company  will  be  required,   subject  to
applicable law, to redeem all issued and outstanding Preferred Shares,  together
with any and all accumulated and accrued but unpaid dividends thereon.

                           (ii)  Redemptions  at the Option of the  Corporation.
The  Corporation  shall have the right (but not the obligation) to redeem issued
and outstanding Preferred Shares, subject to applicable law, as follows:

                                  (A) the  Corporation may at any time, and from
time to time,  redeem all or a portion of the issued and  outstanding  shares of
Series A  Preferred;  provided,  however,  that upon the  timely  delivery  of a
Participation  Notice as set forth in clause  (v) of this  Section  4.2(d),  any
holder of shares of Series B Preferred  shall have the right to  participate  in
such  redemption  and the number of  Preferred  Shares to be redeemed  from each
holder of Series A  Preferred  and each  holder of Series B  Preferred  that has
delivered a timely  Participation Notice shall be the number of Preferred Shares
determined by multiplying  the total number of Preferred  Shares the Corporation
has elected to redeem as specified in the Final Redemption Notice by a fraction,
the

                                        4

<PAGE>



numerator  of which  shall be the total  number of shares of Series A  Preferred
held by such  holder  or the  total  number  of  shares  of  Series B  Preferred
specified in such holder's timely delivered  Participation  Notice,  as the case
may be, and the  denominator  of which  shall be the sum of the total  number of
outstanding  shares of Series A  Preferred  and the number of shares of Series B
Preferred that are the subject of timely delivered Participation Notices;

                                  (B) the  Corporation may at any time, and from
time to time, redeem issued and outstanding Preferred Shares having an aggregate
Liquidation  Value of up to $2,000,000,  provided that the  Corporation has paid
all  accumulated  and accrued  but unpaid  dividends  on all of the  outstanding
Preferred Shares in full simultaneously with or prior to such redemption; and

                                  (C) on or after June 6, 1999, the  Corporation
may at any time, and from time to time,  redeem all or any portion of the issued
and outstanding Preferred Shares.

                           (iii)  Redemption  at the  Option of the  Holders  of
Preferred  Shares.  The  Majority  Holders  shall  have the  right  (but not the
obligation) to require the  Corporation  (and if the Majority  Holders  exercise
such right, the Corporation shall be obligated) to redeem issued and outstanding
Preferred Shares, subject to applicable law, as follows:

                                  (A) if  permitted  by the  terms  of the  Debt
Agreements,  upon the consummation of an Initial Public  Offering,  the Majority
Holders  may  require  the Company to apply an amount not to exceed the Net Cash
Proceeds  received by the Corporation from the Initial Public Offering to redeem
the maximum  number of Shares of Preferred  Stock that may be redeemed given the
amount elected by the Majority Holders to be so applied; and

                                  (B) after  all  outstanding  indebtedness  for
money borrowed of the Corporation  (including,  without  limitation,  the Senior
Indebtedness)  has been  finally and  indefeasibly  paid in full in cash and any
commitment to fund related thereto shall have been  terminated,  if a Redemption
Event (as defined in the Preferred  Stockholders'  Agreement)  is existing,  the
Majority  Holders  may  require  the Company to redeem all or any portion of the
outstanding Preferred Shares.

                           (iv)  Redemption  Payment.  For each Preferred  Share
which is to be redeemed,  the Corporation shall pay to the holder thereof on the
Redemption  Date (upon surrender by such holder at the  Corporation's  principal
office  of the  certificate  representing  such  Preferred  Share)  an amount in
immediately  available funds equal to the Liquidation  Preference Amount. If the
funds of the Corporation legally available for redemption of Preferred Shares on
any  Redemption  Date are  insufficient  to redeem the total number of Preferred
Shares to be  redeemed on such date,  those  funds  which are legally  available
shall be used to redeem the maximum  possible number of Preferred Shares ratably
among  the  holders  of the  Preferred  Shares  to be  redeemed  based  upon the
aggregate  Liquidation  Preference  Amount held by each such holder. At any time
thereafter  when additional  funds of the Corporation are legally  available for
the  redemption of Preferred  Shares,  such funds shall  immediately  be used to
redeem the balance of the  Preferred  Shares  which the  Corporation  has become
obligated to redeem on any Redemption Date but which it has not redeemed.


<PAGE>



                           (v) Notice of Redemption on the Mandatory  Redemption
Date.  After  September  1, 2004,  and on or prior to  November  29,  2004,  the
Corporation shall give written notice (a "Mandatory Redemption Notice") by mail,
postage  prepaid,  overnight  courier or  facsimile  to the  holders of the then
outstanding Preferred Shares at the address of each such holder appearing on the
books of the  Corporation  or given by such  holder  to the  Corporation,  which
notice  shall  set  forth  the  Mandatory  Redemption  Date and the  Liquidation
Preference  Amount for each Preferred  Share.  The Mandatory  Redemption  Notice
shall  further  call upon such holders to  surrender  to the  Corporation  on or
before the Mandatory  Redemption Date at the place designated in the notice such
holder's  certificate or certificates  representing  the Preferred  Shares to be
redeemed  on the  Mandatory  Redemption  Date  or an  indemnification  and  loss
certificate therefor. On or before the Mandatory Redemption Date, each holder of
Preferred Shares to be redeemed shall surrender the certificate  evidencing such
shares, or such indemnification and loss certificate, to the Corporation.

                           (vi)  Notice of  Redemption  at the  Election  of the
Corporation. The Corporation shall provide prior written notice (the "Redemption
Notice")  of any  redemption  of  Preferred  Shares  to each  record  holder  of
Preferred  Shares  not more than 60 nor less  than 30 days  prior to the date on
which a  redemption  of  Preferred  Shares is  expected  to be made  pursuant to
Section 4.2(d)(ii), and which shall set forth the series and number of Preferred
Shares to be redeemed,  the date on which such  redemption  is to take place and
the  Liquidation  Preference  Amount for each Preferred Share on such date. Such
Redemption Notice shall be sent by mail,  postage prepaid,  overnight courier or
facsimile  to the  address  of each such  holder  appearing  on the books of the
Corporation  or given by such  holder  to the  Corporation  for the  purpose  of
notice.  The Redemption Notice shall further call upon such holders to surrender
to the  Corporation  or  before  the  applicable  Redemption  Date at the  place
designated in the Redemption  Notice such holder's  certificate or  certificates
representing  the shares to be redeemed on the applicable  Redemption Date or an
indemnification  and loss  certificate  therefor.  On or before  the  applicable
Redemption  Date,  each holder of Preferred  Shares called for redemption  shall
surrender  the   certificate   evidencing   such  Preferred   Shares,   or  such
indemnification  and loss certificate,  to the Corporation.  With respect to any
election  by the  Corporation  to  redeem  all or any  portion  of the  Series A
Preferred pursuant to Section  4.2(d)(ii)(A) of this ARTICLE IV, (A) any holders
of Series B  Preferred  that  intend to  participate  in such  redemption  shall
provide written notice of such intention to the Corporation (the  "Participation
Notice")  within  five  days  of  receipt  of  a  Redemption  Notice,  and  such
Participation  Notice shall set forth the number of shares of Series B Preferred
that such holder  desires to have  redeemed by the  Corporation,  and (B) if the
Corporation receives any timely Participation Notices, the Corporation may elect
either (a) to redeem the number of Preferred Shares  originally set forth in its
Redemption  Notice or (b) to redeem a greater number of Preferred  Shares.  Upon
making such  election,  the  Corporation  shall provide  written  notice to each
holder of Preferred  Shares  setting forth the total number of Preferred  Shares
the  Corporation has so elected to redeem and the Series and number of Preferred
Shares  that shall be redeemed  from each holder of Series A Preferred  and each
holder of Series B Preferred that has delivered a timely Participation Notice no
later  than two  days  prior  to the  applicable  Redemption  Date  (the  "Final
Redemption Notice").

                           (vii)  Notice of  Redemption  at the  Election of the
Holders.  With  respect to any  election  by the  Majority  Holders to cause the
Corporation to redeem all or any portion of the issued and outstanding Preferred
Shares pursuant to Section  4.2(d)(iii) of this ARTICLE IV, the Majority Holders
shall provide  written notice of such election to the  Corporation not more than
60

                                       6

<PAGE>



nor less than 30 days prior to the date on which such  redemption  is to be made
and such notice  shall set forth the number of  Preferred  Shares to be redeemed
and the date on which such  redemption is to take place (the "Put Notice").  The
Corporation  shall notify the record holders of Preferred Shares promptly of (A)
the  commencement  of the Initial  Public  Offering  (and the amount of Net Cash
Proceeds  received  therefrom)  and (B) the first date on which all  outstanding
indebtedness  for  money  borrowed  of  the  Corporation   (including,   without
limitation,  the Senior  Indebtedness) has been finally and indefeasibly paid in
full in  cash  and any  commitment  to fund  related  thereto  shall  have  been
terminated.

                           (viii)  Determination  of the Number of Each Holder's
Preferred  Shares to be  Redeemed.  Except in  redemptions  pursuant  to Section
4.2(d)(ii)(A)  of this ARTICLE IV, the number of Preferred Shares to be redeemed
from  each  holder  thereof  in  redemptions  hereunder  shall be the  number of
Preferred Shares  determined by multiplying the total number of Preferred Shares
to be redeemed by a fraction,  the  numerator of which shall be the total number
of Preferred  Shares then held by such holder and the denominator of which shall
be the total number of  Preferred  Shares then issued and  outstanding.  In case
fewer than the total number of Preferred  Shares  represented by any certificate
are redeemed, a new certificate  representing the number of unredeemed Preferred
Shares shall be issued to the holder thereof  without cost to such holder within
three business days after surrender of the certificate representing the redeemed
Preferred Shares.

                           (ix) Dividends  After  Redemption  Date. No Preferred
Share is  entitled  to any  dividends  that  accrue  after the date on which the
Liquidation  Preference  Amount of such  Preferred  Share is paid to the  holder
thereof.  On such date all rights of the holder of such  Preferred  Share  shall
cease,  and  such  Preferred  Share  shall  not  be  deemed  to  be  issued  and
outstanding.

                           (x) Redeemed or Otherwise  Acquired Preferred Shares.
Any Preferred Shares which are redeemed or otherwise acquired by the Corporation
shall be canceled and shall not be reissued, sold or transferred.

                           (xi) Other  Redemptions or Acquisitions.  Neither the
Corporation nor any Subsidiary  shall redeem or otherwise  acquire any Preferred
Stock,  except as expressly  authorized  herein or pursuant to a purchase  offer
made pro rata to all  holders of  Preferred  Stock on the basis of the number of
Preferred Shares owned by each such holder.

                  (e) Voting  Rights.  Except as provided in ARTICLE VII of this
Amended and Restated  Certificate of Incorporation  or as otherwise  required by
applicable  law, the holders of Preferred  Shares shall have no right to vote on
any matters to be voted on by the Corporation's stockholders.

                  (f) Restrictions and Limitations. For so long as any Preferred
Share is outstanding,  without the written consent of the Majority Holders,  the
Corporation  shall not fail to comply with  Sections 6.1, 6.3, 6.4, 6.7 and 6.11
of the Preferred Stockholders' Agreement.

         4.3. Section      Common  Stock.   Except  as  otherwise   provided  in
Section 4.3 of this ARTICLE IV or as otherwise  required by applicable  law, all
shares of Class A Common and Class B Common

                                       7

<PAGE>



shall be identical in all respects and shall entitle the holders  thereof to the
same  rights and  privileges  and shall be  subject to the same  qualifications,
limitations and restrictions.

         (a) Voting  Rights.  At every  meeting of the  stockholders,  except as
specifically  otherwise  required by law, the holders of Class A Common shall be
entitled  to one  vote  per  share on all  matters  presented  for a vote of the
stockholders of the Corporation. Except to the extent provided in ARTICLE VII of
this  Amended  and  Restated  Certificate  of  Incorporation  or as  required by
applicable law, the holders of Class B Common shall have no right to vote on any
matter presented for a vote of the  stockholders of the Corporation  (including,
without  limitation,  the election or removal of directors of the  Corporation),
and Class B Common  shall not be  included in  determining  the number of shares
voting  or  entitled  to vote on such  matters.  The Board of  Directors  of the
Corporation  shall have  concurrent  power with the holders of Class A Common to
adopt, amend or repeal the Bylaws of the Corporation. A consolidation or merger,
or the sale, lease, exchange,  mortgage, pledge, or other disposition of all, or
substantially all, of the property or assets of the Corporation,  if not made in
the usual and regular course of its business, shall require a resolution adopted
by a majority of the Board of Directors of the Corporation and the authorization
of an affirmative vote of at least two-thirds of the outstanding shares of Class
A Common.

         (b) Dividends.  As and when dividends are declared or paid with respect
to shares of Common  Stock,  whether  in cash,  property  or  securities  of the
Corporation,  the  holders of Class A Common  and the  holders of Class B Common
shall be entitled to receive such  dividends pro rata at the same rate per share
for each such class of Common Stock; provided that (i) if dividends are declared
or paid in shares of Common Stock, the dividends payable to the holders of Class
A Common shall be payable in shares of Class A Common and the dividends  payable
to the  holders  of Class B Common  shall be payable in shares of Class B Common
and (ii) if the dividends consist of other voting securities of the Corporation,
the Corporation  shall make available to each holder of Class B Common,  at such
holder's  request,  dividends  consisting  of non-voting  securities  (except as
otherwise  required by law) of the Corporation which are otherwise  identical to
the voting  securities and which are convertible into such voting  securities on
the same terms as the Class B Common is convertible into the Class A Common. The
rights of the holders of Common  Stock to receive  dividends  are subject to the
provisions of the Preferred Stock.

         (c)  Reservation.  The Corporation  shall at all times reserve and keep
available  out of its  authorized  but  unissued  shares of Common Stock Class A
Common and Class B Common in a quantity sufficient to provide for the conversion
of all outstanding  shares of the Class A Common and Class B Common into Class B
Common and Class A Common, respectively.

         (d) Conversion of Common Stock.

                  (i) General  Provisions.  Subject to the terms and  conditions
stated  herein,  the  holder of any  shares of either  Class A Common or Class B
Common shall have the right at any time, at such holder's option, to convert all
or a portion  of the  shares of the class of Common  Stock so held into the same
number of shares of the other class of Common  Stock.  Such right of  conversion
shall  be  exercised  (A)  by  giving  written  notice  (the  "Notice")  to  the
Corporation  at least ten (10) days  prior to the  Conversion  Date (as  defined
below)  specified  therein that the holder  elects to convert a stated number of
shares of Class A Common or Class B Common into shares of the

                                       8

<PAGE>



other  class of Common  Stock on the date  specified  in such  Notice or on such
later date following any Deferral Period (as defined below) on which  conversion
may occur (the  "Conversion  Date") and (B) by  surrendering  the certificate or
certificates  representing  at least  the  number of shares of Class A Common or
Class B Common to be converted to the Corporation at its principal office at any
time during the usual  business  hours on or before the  Conversion  Date,  duly
endorsed in blank by the owner of the certificate so surrendered,  together with
a statement  of the name or names (with  addresses)  of the Person or Persons in
whose  name or names  the  certificate  or  certificates  for  shares  issued on
conversion  shall be  registered.  Promptly  after  receipt of the  Notice,  the
Corporation shall send written notice of such holder's intent to convert to each
other  registered  holder  of any  shares of Class A Common or Class B Common at
such  other  holder's  address  as shown on the stock  transfer  records  of the
Corporation. The Corporation shall not convert or directly or indirectly redeem,
purchase  or  otherwise  acquire  any  share of Class A Common or take any other
action  affecting  the voting  rights of such share if such action will increase
the  percentage  of  outstanding  voting  securities  owned or controlled by any
Regulated Stockholder (other than any Regulated Stockholder which requested that
the  Corporation  take such  action)  and the effect  thereof  would  cause such
Regulated  Stockholder and its Affiliates to hold in the aggregate 5% or more of
the outstanding  shares of Class A Common unless the  Corporation  gives written
notice  (the   "Deferral   Notice")  of  such  action  to  each  such  Regulated
Stockholder. The Corporation will defer making any such conversion,  redemption,
purchase or other acquisition,  or taking any such other action, for a period of
30 days (the  "Deferral  Period")  after giving the Deferral  Notice in order to
allow each such Regulated  Stockholder to determine whether it wishes to convert
or take any other action with  respect to the Common Stock it owns,  controls or
has the power to vote. If any such Regulated  Stockholder then elects to convert
any shares of Class A Common into shares of Class B Common,  it shall notify the
Corporation in writing within 20 days of the issuance of the Deferral Notice, in
which case the  Corporation  shall promptly  notify from time to time each other
Regulated Stockholder holding shares of Common Stock of each proposed conversion
and the  proposed  transaction  and each  Regulated  Stockholder  may notify the
Corporation  in writing of its election to convert shares of Class A Common into
Class B  Common  at any  time  prior  to the  end of the  Deferral  Period.  The
Corporation shall effect the conversions requested by all Regulated Stockholders
in  response  to the  Deferral  Notice and the  notices  issued  pursuant to the
immediately proceeding sentence at the end of the Deferral Period.

                  (ii) Regulated  Stockholders.  No Regulated  Stockholder shall
exercise  its  rights as a holder of  shares of Class B Common to  convert  such
shares into shares of Class A Common,  or  otherwise  acquire  shares of Class A
Common, if, after giving effect to such exercise, such Regulated Stockholder and
its Affiliates would own 5% or more of the outstanding Class A Common; provided,
however,  that the  foregoing  restrictions  shall cease and terminate as to any
shares of Class B Common or any Regulated  Stockholder,  when, in the opinion of
counsel  reasonably  satisfactory to the Corporation,  such  restrictions are no
longer  required  in  order  to  assure  compliance  with  Regulation  Y or when
Regulation  Y  shall  cease  to  be  in  effect.   The  Corporation  shall  rely
conclusively on a certificate of a Regulated  Stockholder as to whether or not a
conversion  of shares of Class B Common into,  or an  acquisition  of, shares of
Class A Common will be in  compliance  with the  provisions  of the  immediately
preceding sentence, and,  notwithstanding the immediately preceding sentence, to
the extent not  inconsistent  with Regulation Y, such  conversion  rights may be
exercised or shares of Class A Common may be so acquired in the event that:  (A)
the Corporation shall vote to merge or consolidate with or into any other Person
and, after giving effect

                                       9

<PAGE>



to such merger or consolidation,  such Regulated  Stockholder and its Affiliates
would not own 5% or more of the outstanding  voting  securities of the surviving
Person; (B) such Regulated  Stockholder desires to sell shares of Class A Common
into which all or part of its shares of Class B Common  are to be  converted  in
connection with any proposed purchase of Class A Common by another Person (other
than a Regulated  Stockholder  or an Affiliate  thereof);  or (C) such Regulated
Stockholder  intends to sell  shares of Class A Common into which all or part of
its  shares of Class B Common are to be  converted  pursuant  to a  registration
statement  under the Securities Act of 1933, as amended (the "1933 Act"),  which
has been declared effective.

                  (iii)  Surrender  of   Certificates.   Subject  to  the  other
provisions  of this  Section  4.3 of this  ARTICLE  IV and of ARTICLE IX of this
Amended  and  Restated  Certificate  of  Incorporation,  promptly  after (A) the
Conversion  Date  and (B) the  surrender  of such  certificate  or  certificates
representing  the  share or  shares  of Class A Common  or Class B Common  to be
converted,  the Corporation  shall issue and deliver,  or cause to be issued and
delivered, to the holder requesting conversion, registered in such name or names
as such holder may  direct,  a  certificate  or  certificates  for the number of
shares of the class of Common Stock  issuable upon the  conversion of such share
or shares, together with a certificate or certificates evidencing any balance of
the  shares of the  class  surrendered  to the  Corporation  but not then  being
converted.  To the extent  permitted by law, such conversion  shall be deemed to
have been  effected as of the close of  business on the later of the  Conversion
Date or the date upon which the Corporation  shall have received the certificate
or certificates  representing  the shares to be converted,  and at such time the
rights of the holder of such share or shares as such holder shall cease, and the
person or person in whose  name or names any  certificate  or  certificates  for
shares shall be issuable upon such conversion shall be deemed to have become the
holder or holders of record of such  shares of Class A Common or Class B Common,
as the case may be.

         (e)  Listing.  If the shares of Class A Common  required to be reserved
for  the  purpose  of  conversion  hereunder  require  listing  on any  national
securities  exchange,  before  such  shares  are  issued  upon  conversion,  the
Corporation  will,  at its expense and as  expeditiously  as  possible,  use its
commercially  reasonable  best efforts to cause such shares to be listed or duly
approved for listing on such national securities exchange.

         (f) No Charge. The issuance of certificates  representing  Common Stock
upon  conversion  of Class A Common or Class B Common as  hereinabove  set forth
shall be made without charge or any expense or issuance tax in respect  thereof;
provided,  however,  that the Corporation shall not be required to pay any taxes
which may be payable in respect of any  transfer  involved in the  issuance  and
delivery  of any  certificate  in a name  other  than that of the  holder of the
shares converted.

         (g) No Interference. Except as otherwise provided in ARTICLE IX of this
Amended and Restated  Certificate of  Incorporation,  the  Corporation  will not
close its books  against the  transfer of any share of Common Stock or of any of
the shares of Common Stock issued or issuable upon the conversion of such shares
of Common Stock in any manner which interferes with the timely conversion of any
of such shares.

                                       10

<PAGE>



         (h) Mergers,  Consolidations.  In the case of a merger or consolidation
which  reclassifies or changes the shares of Common Stock, or in the case of the
consolidation or merger of the Corporation  with or into another  corporation or
corporations  or the transfer of all or  substantially  all of the assets of the
Corporation to another corporation or corporations, each share of Class B Common
shall  thereafter  be  convertible  into the  number of shares of stock or other
securities  or property to which a holder of shares of Class A Common would have
been  entitled  upon such  reclassification,  change,  consolidation,  merger or
transfer,  and, in any such case,  appropriate adjustment (as determined in good
faith by the Corporation's  Board of Directors) shall be made in the application
of the  provisions  herein  set forth with  respect to the rights and  interests
thereafter  of the holders of the Class B Common to the end that the  provisions
set forth herein shall thereafter be applicable,  as nearly as reasonably may be
practicable,  in relation to any shares of stock or other securities on property
thereafter  deliverable upon the conversion of shares of Class B Common. In case
of any such merger or consolidation,  the resulting or surviving corporation (if
not the  Corporation)  shall  expressly  assume the obligation to deliver,  upon
conversion of the Class B Common,  such stock or other securities or property as
the  holders of the Class B Common  remaining  outstanding  shall be entitled to
receive  pursuant  to the  provisions  hereof,  and to make  provisions  for the
protection  of the  conversion  rights  provided  for in this  ARTICLE  IV.  The
Corporation shall not be party to any merger,  consolidation or recapitalization
pursuant to which any  Regulated  Stockholder  would be required to take (A) any
voting  securities which would cause such holder to violate any law,  regulation
or other  requirement  of any  governmental  body  applicable to such  Regulated
Stockholder,  or (B) any securities  convertible into voting securities which if
such conversion took place would cause such Regulated Stockholder to violate any
law, regulation or other requirement of any governmental body applicable to such
Regulated  Stockholder other than securities which are specifically  provided to
be convertible only in the event that such conversion may occur without any such
violation.

         (i)  Liquidation,  Dissolution or Winding Up. Subject to the provisions
of the Preferred Stock, in the event of any Liquidation of the Corporation,  all
remaining  assets of the  Corporation  shall be  distributed  to  holders of the
Common  Stock pro rata at the same rate per share of each class of Common  Stock
according to their respective holdings of shares of the Common Stock.

     Section 4.4. Miscellaneous. Subject to the provisions of ARTICLE IX of this
Amended and Restated Certificate of Incorporation:

         (a)  Registration  of  Transfer.  The  Corporation  shall  keep  at its
principal  office a register for the  registration  of Capital  Stock.  Upon the
surrender  of any  certificate  representing  Capital  Stock at such place,  the
Corporation  shall,  at the  request of the record  holder of such  certificate,
execute  and  deliver  (at  the  Corporation's  expense)  a new  certificate  or
certificates  in exchange  therefor  representing in the aggregate the number of
shares  represented by the  surrendered  certificate.  Each such new certificate
shall be registered in such name and shall represent such number of shares as is
requested  by  the  holder  of  the   surrendered   certificate   and  shall  be
substantially  identical in form to the surrendered  certificate,  and dividends
shall accrue on the Capital Stock  represented by such new certificate  from the
date to which  dividends have been fully paid on such Capital Stock  represented
by the surrendered  certificate.  The issuance of new certificates shall be made
without charge to the original holders of the surrendered certificates for

                                       11

<PAGE>



any issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such issuance.

         (b) Replacement.  Upon receipt of evidence  reasonably  satisfactory to
the Corporation (an affidavit of the registered holder shall be satisfactory) of
the ownership and the loss, theft,  destruction or mutilation of any certificate
evidencing  shares of any class or series of Capital  Stock,  and in the case of
any such loss,  theft or  destruction,  upon receipt of an indemnity  reasonably
satisfactory  to the  Corporation  (provided  that if the holder is a  financial
institution  or  other  institutional   investor  its  own  agreement  shall  be
satisfactory),  or, in the case of any such  mutilation  upon  surrender of such
certificate,  the Corporation shall (at its expense) execute and deliver in lieu
of such  certificate a new certificate of like kind  representing  the number of
shares of such class or series  represented by such lost,  stolen,  destroyed or
mutilated  certificate  and dated the date of such lost,  stolen,  destroyed  or
mutilated  certificate,   and  dividends  shall  accrue  on  the  Capital  Stock
represented by such new  certificate  from the date to which dividends have been
fully paid on such lost, stolen, destroyed or mutilated certificate.

         (c) Definitions. The following terms shall have the following meanings:

         "Affiliate"  means,  with  respect  to any  Person,  any  other  Person
directly or indirectly  controlling,  controlled by or under common control with
such Person (it being understood that for purposes of this definition,  the term
"control"   (including  with  correlative   meaning  the  terms   "controlling,"
"controlled  by" and "under common control  with"),  as used with respect to any
Person,  shall mean the  possession,  directly  or  indirectly,  of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise).

         "Broadcash  Cash  Flow"  has the  meaning  given  to  such  term in the
Preferred Stockholders' Agreement.

         "Debt Agreements" means,  collectively,  the Indenture, the Senior Loan
Agreement,  and any other agreement governing indebtedness for borrowed money of
the Corporation permitted by the Preferred Stockholders' Agreement.

         "Indenture"  means that  certain  Indenture,  dated as of May 15, 1997,
pursuant to which the Corporation issued 12% Senior Subordinated Notes due 2004.

         "Initial  Public  Offering"  means the first sale by the Corporation of
Common  Stock of the  Corporation  to the public in an  offering  pursuant to an
effective   registration  statement  filed  with  the  Securities  and  Exchange
Commission pursuant to the 1933 Act, as then in effect; provided that an Initial
Public Offering shall not include an offering made in connection with a business
acquisition or combination or an employee benefit plan.

         "Investors" means the New Investors and the Original Investors.

         "Junior  Securities"  means (i) any class or series of Capital Stock of
the Corporation, whether now existing or hereafter authorized, that is junior to
any of the Series A Preferred or the

                                       12

<PAGE>



Series B Preferred in priority  with respect to  dividends or  distributions  or
upon  Liquidation,  and (ii)  any  rights,  warrants,  options,  convertible  or
exchangeable  securities,  exercisable for or convertible or exchangeable  into,
directly or indirectly, any class or series of capital stock described in clause
(i) of this  definition,  whether at the time of issuance or upon the passage of
time or the occurrence of some future event.

         "Liquidation"  with respect to the Corporation,  means the liquidation,
dissolution  or winding up of the  Corporation.  Except as  permitted  under the
Preferred   Stockholders'   Agreement,   a  consolidation,   merger  or  capital
reorganization  of the  Corporation  (except  (i)  into or  with a  wholly-owned
subsidiary of the  Corporation  with  requisite  stockholder  approval or (ii) a
merger in which the beneficial owners of the Corporation's  outstanding  Capital
Stock immediately prior to such transaction  (assuming for this purpose that all
outstanding  warrants,  options and other  securities  convertible  into Capital
Stock that are  outstanding  at such time have been  exercised or converted,  as
applicable) hold no less than fifty-one percent (51%) of the voting power of the
resulting  entity)  or  a  sale,   transfer  or  other  disposition  of  all  or
substantially  all of the  assets  of the  Corporation  shall be  regarded  as a
liquidation,  dissolution or winding up of the affairs of the  Corporation,  and
shall constitute a Liquidation.

         "Liquidation  Preference  Amount"  means,  with  respect to a Preferred
Share,  the Liquidation  Value for such Preferred Share plus all accumulated and
accrued but unpaid dividends on such Preferred Share.

         "Liquidation Value" of any Preferred Share shall be equal to $100.00.

         "Majority  Holders" means,  collectively,  the holders of a majority of
the issued and outstanding Preferred Shares as of the date of determination.

         "Management   Investors"  means,   collectively,   Alfred  C.  Liggins,
Catherine L. Hughes, and Jerry A. Moore III.

         "Net Cash Proceeds" means the gross cash proceeds  actually received by
the  Corporation  from an  Initial  Public  Offering,  net of  attorneys'  fees,
accountants'  fees,  all  discounts,   underwriters'   commissions,   brokerage,
consultant or other  customary fees and  commissions,  and all other  reasonable
fees and expenses  actually  incurred by the Corporation in connection with such
Initial Public Offering.

         "New Investors"  means,  collectively,  Alta Subordinated Debt Partners
III, L.P., BancBoston Investments Inc. and Grant Wilson.

         "Original Investors" means,  collectively,  Syncom Capital Corporation,
Alliance   Enterprise   Corporation,   Greater   Philadelphia   Venture  Capital
Corporation,  Inc., Opportunity Capital Corporation,  Capital Dimensions Venture
Fund, Inc., TSG Ventures Inc. and Fulcrum Venture Capital Corporation.

                                       13

<PAGE>




         "Person"  means  an  individual,  a  partnership,  a joint  venture,  a
corporation, an association, a joint stock company, a limited liability company,
a trust, an unincorporated association and any other entity or organization.

         "Preferred   Stockholders'  Agreement"  means  that  certain  Preferred
Stockholders' Agreement, dated as of May 14, 1997, by and among the Corporation,
the Original Investors,  the New Investors and the Management Investors,  as the
same may be amended from time to time.

         "Redemption Date" as to any Preferred Share means the date specified in
any Redemption Notice or Put Notice, as applicable;  provided, that no such date
shall be a Redemption Date unless the Liquidation  Preference Amount is actually
paid in full on such date, and if not so paid in full, the Redemption Date shall
be the date on which such amount is fully paid.

         "Regulated  Stockholder"  means any stockholder  that is subject to the
provisions  of  Regulation  Y and which  holds  shares  of  Common  Stock of the
Corporation,  so long as such stockholder  shall hold, and only with respect to,
such shares of Common Stock or shares issued upon conversion of such shares.

         "Regulation  Y" means  Regulation  Y of the Board of  Governors  of the
Federal Reserve System (12 C.F.R. Part 225) or any successor to such regulation.

         "Senior  Indebtness" has the meaning given to such term in that certain
Standstill  Agreement,  effective  as of May  19,  1997,  among  the  Companies,
Liggins,   Hughes,  Moore,  Syncom  Capital  Corporation,   Alliance  Enterprise
Corporation, Greater Philadelphia Venture Capital Corporation, Inc., Opportunity
Capital  Corporation,  Capital Dimensions Venture Fund, Inc., TSG Ventures Inc.,
Fulcrum Venture Capital Corporation,  Alta Subordinated Debt Partners III, L.P.,
BancBoston  Investments Inc., Grant M. Wilson,  NationsBank of Texas,  N.A., and
United States Trust Company of New York.

         "Senior  Loan  Agreement"  has the  meaning  given to such  term in the
Preferred Stockholders' Agreement.

         "Subsidiary"  means  any  corporation  with  respect  to which  another
specified  corporation  has the power to vote or direct the voting of sufficient
securities to elect directors having a majority of the voting power of the board
of directors of such corporation.

         "Warrantholders'   Agreement"   means  that   certain   Warrantholders'
Agreement,  dated  as of  June  6,  1995,  by and  among  the  Corporation,  the
Subsidiaries of the Corporation party thereto,  the Original Investors,  the New
Investors and the  Management  Investors,  as amended by the First  Amendment to
Warrantholders'  Agreement  dated as of May 19, 1997, and as thereafter  amended
from time to time.

                              ARTICLE V - Existence

     The Corporation is to have a perpetual existence.

                                       14

<PAGE>



                         ARTICLE VI - General Provisions

     Section 6.1.  Dividends.  The Board of Directors of the  Corporation  shall
have  authority  from  time  to  time  to set  apart  out of any  assets  of the
Corporation  otherwise  available for dividends a reserve or reserves as working
capital or for any other purpose or purposes,  and to abolish or add to any such
reserve  or  reserves  from  time to time as said  Board  may  deem to be in the
interest  of the  Corporation;  and said  Board  shall  likewise  have  power to
determine in its discretion,  except as herein otherwise provided,  what part of
the assets of the Corporation  available for dividends in excess of such reserve
or reserves shall be declared in dividends and paid to the  stockholders  of the
Corporation.

     Section  6.2.  Issuance  of Stock.  The shares of all classes and series of
Capital Stock of the Corporation  may be issued by the Corporation  from time to
time for such  consideration  as from  time to time may be fixed by the Board of
Directors of the Corporation,  provided that shares having a par value shall not
be issued for a  consideration  less than such par value,  as  determined by the
Board.  At any time, or from time to time, the  Corporation  may grant rights or
options to purchase from the  Corporation any shares of its Capital Stock of any
class or series to run for such  period of time,  for such  consideration,  upon
such terms and  conditions,  and in such form as the Board of  Directors  of the
Corporation may determine.  The Board of Directors of the Corporation shall have
authority,   as  provided  by  law,  to  determine  that  only  a  part  of  the
consideration  which shall be received by the  Corporation for the shares of its
Capital Stock having a par value be capital provided that the amount of the part
of such consideration so determined to be capital shall at least be equal to the
aggregate  par value of such  shares.  The excess,  if any, at any time,  of the
total net assets of the Corporation over the amount so determined to be capital,
as aforesaid,  shall be surplus.  All classes and series of Capital Stock of the
Corporation shall be and remain at all times nonassessable.

     The Board of Directors of the Corporation is hereby  expressly  authorized,
in its discretion, in connection with the issuance of any obligations or Capital
Stock of the  Corporation  (but  without  intending  hereby to limit its general
power so to do in other cases),  to grant rights or options to purchase  Capital
Stock of the  Corporation of any class or series upon such terms and during such
period as the Board of  Directors of the  Corporation  shall  determine,  and to
cause such rights to be evidenced by such  warrants or other  instruments  as it
may deem advisable.

     Section 6.3. Inspection of Books and Records. The Board of Directors of the
Corporation  shall have power from time to time to  determine to what extent and
at what times and places and under what  conditions and regulations the accounts
and books of the Corporation, or any of them, shall be open to the inspection of
the stockholders; and no stockholder shall have any right to inspect any account
or book or document of the  Corporation,  except as conferred by the laws of the
State of Delaware,  unless and until  authorized  so to do by  resolution of the
Board of Directors or the stockholders of the Corporation.

     Section 6.4. Location of Meetings,  Books and Records.  Except as otherwise
provided in the Bylaws,  the  stockholders  of the  Corporation and the Board of
Directors  of the  Corporation  may hold  their  meetings  and have an office or
offices outside of the State of Delaware,  and, subject to the provisions of the
laws of said State, may keep the books of the Corporation  outside of said State
at such  places  as may,  from  time to  time,  be  designated  by the  Board of
Directors.

                                       15

<PAGE>




     Section 6.5. Board of Directors  Meeting.  The Board of Directors  shall be
comprised of the number of directors specified in the Corporation's  Bylaws, and
such directors shall be elected in the manner contemplated by such Bylaws.

                            ARTICLE VII - Amendments

     The Corporation  reserves the right to amend,  alter,  change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner now or hereinafter  prescribed herein and by the laws of the State of
Delaware,  and all rights conferred upon stockholders herein are granted subject
to this reservation. Notwithstanding the foregoing or anything contained in this
Amended and Restated Certificate of Incorporation to the contrary, no amendment,
modification  or waiver  shall be  binding  or  effective  with  respect  to any
provision of (i) Section 4.2 of ARTICLE IV (or any definitions  used therein) or
clause (i) of this ARTICLE VII without the prior written consent of the Majority
Holders at the time such action is taken, (ii) Section 4.3 of ARTICLE IV (or any
definitions  used  therein) or clause (ii) of this ARTICLE VII without the prior
written consent of the Majority  Holders and holders of a majority of the Common
Stock  outstanding  at the time such action is taken,  or (iii)  ARTICLE VIII or
clause (iii) of this ARTICLE VII without the affirmative  vote of the holders of
at  least  two-thirds  of the  outstanding  shares  of  Class  A  Common  of the
Corporation  and the prior written  consent of the Majority  Holders;  provided,
that no such action  under clause (iii) of this ARTICLE VII shall change (A) the
redemption,  conversion,  voting  or other  rights  of any  class or  series  of
Preferred  Stock without the prior written  consent of the holders of a majority
of each such  class or series  of  Preferred  Stock  then  outstanding,  (B) the
conversion  or voting  rights of any class of  Common  Stock  without  the prior
written  consent of the holders of a majority of each class of Common Stock then
outstanding,   and  (C)  the  percentage  required  to  approve  any  amendment,
modification or waiver  described  herein,  without the prior written consent of
holders of that percentage of the class or series of Capital Stock then required
to approve such amendment, modification or waiver.

                            ARTICLE VIII - Liability

     Section 8.1. Limitation of Liability.

         (a) To the fullest extent permitted by the DGCL as it now exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights than  permitted as of the date this Amended and Restated  Certificate  of
Incorporation  is filed with the State of  Delaware),  and  except as  otherwise
provided in the  Corporation's  Bylaws,  no director of the Corporation shall be
liable to the Corporation or its  stockholders for monetary damages arising from
a breach of fiduciary duty owed to the Corporation or its stockholders.

         (b) Any  repeal  or  modification  of the  foregoing  paragraph  by the
stockholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection of a director of the Corporation  existing at the time of such repeal
or modification.

     Section 8.2. Right to Indemnification. Each person who was or is made party
or is  threatened  to be made a party  to or is  otherwise  involved  (including
involvement as a witness) in

                                       16

<PAGE>



any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director  or  officer of the  Corporation  or,  while a director  or
officer of the Corporation,  is or was serving at the request of the Corporation
as a  director,  officer,  employee  or agent  of  another  corporation  or of a
partnership,  joint venture,  trust or other enterprise,  including service with
respect to an employee benefit plan (hereinafter, an "indemnitee"),  whether the
basis of such proceeding is alleged action in an official capacity as a director
or officer or in any other  capacity  while  serving as a director  or  officer,
shall be indemnified  and held harmless by the Corporation to the fullest extent
authorized  by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the Corporation to provide for broader  indemnification rights than permitted as
of the date this Amended and Restated Certificate of Incorporation is filed with
the State of  Delaware),  against all  expense,  liability  and loss  (including
attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid in
settlement)  reasonably  incurred or suffered by such  indemnitee  in connection
therewith and such  indemnification  shall  continue as to an indemnitee who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the  indemnitee's  heirs,  executors  and  administrators;  provided,
however,  that  except as  provided  in Section  8.3 of this  ARTICLE  VIII with
respect to  proceedings to enforce rights to  indemnification,  the  Corporation
shall  indemnify any such  indemnitee in connection  with a proceeding  (or part
thereof)  initiated by such indemnitee only if such proceeding (or part thereof)
was  authorized  by the  Board of  Directors  of the  Corporation.  The right to
indemnification  conferred  in this  Section 8.2 of this ARTICLE VIII shall be a
contract  right and shall include the  obligation of the  Corporation to pay the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition (hereinafter an "advance of expenses");  provided,  however, that if
and to the extent that the Board of Directors of the  Corporation  requires,  an
advance of  expenses  incurred  by an  indemnitee  in his or her  capacity  as a
director or officer  (and not in any other  capacity in which  service was or is
rendered  by such  indemnitee,  including,  without  limitation,  service  to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"),  by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall  ultimately  be determined by final
judicial decision from which there is no further right to appeal  (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such  expenses  under this Section 8.2 or  otherwise.  The  Corporation  may, by
action of its Board of  Directors,  provide  indemnification  to  employees  and
agents  of the  Corporation  with the same or  lesser  scope  and  effect as the
foregoing indemnification of directors and officers.

     Section  8.3.  Procedure  for  Indemnification.  Any  indemnification  of a
director or officer of the  Corporation or advance of expenses under Section 8.2
of this ARTICLE VIII shall be made promptly,  and in any event within forty-five
days (or, in the case of an advance of  expenses,  twenty days) upon the written
request of the director or officer.  If a determination  by the Corporation that
the director or officer is entitled to indemnification  pursuant to this ARTICLE
VIII is required,  and the  Corporation  fails to respond within sixty days to a
written request for indemnity,  the Corporation shall be deemed to have approved
the request.  If the Corporation denies a written request for indemnification or
advance of expenses, in whole or in part, or if payment in full pursuant to such
request is not made  within  forty-five  days (or,  in the case of an advance of
expenses,  twenty days), the right to  indemnification or advances as granted by
this ARTICLE VIII shall be  enforceable  by the director or officer in any court
of  competent  jurisdiction.  Such  person's  costs  and  expenses  incurred  in
connection with successfully  establishing his or her right to  indemnification,
in whole

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or in part, in any such action shall also be indemnified by the Corporation.  It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of expenses  where the  undertaking  required  pursuant to
Section 8.2 of this ARTICLE VIII, if any, has been tendered to the  Corporation)
that the claimant has not met the standards of conduct which make it permissible
under the DGCL for the  Corporation  to  indemnify  the  claimant for the amount
claimed, but the burden of such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such action that  indemnification  of the claimant is proper in
the circumstances  because he or she has met the applicable  standard of conduct
set forth in the DGCL, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct,  shall be a defense to
the action or create a presumption  that the claimant has not met the applicable
standard of conduct.  The procedure for  indemnification  of other employees and
agents for whom  indemnification  is  provided  pursuant  to Section 8.2 of this
ARTICLE  VIII  shall be the same  procedure  set forth in this  Section  8.3 for
directors or officers,  unless otherwise set forth in the action of the Board of
Directors of the Corporation  providing for indemnification for such employee or
agent.

     Section 8.4. Insurance. The Corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director, officer,
employee  or agent of the  Corporation  or was  serving  at the  request  of the
Corporation as a director,  officer,  employee or agent of another  Corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss asserted  against him or her and incurred by him or her in any
such capacity,  whether or not the Corporation would have the power to indemnify
such person against such expenses, liability or loss under the DGCL.

     Section 8.5.  Service for  Subsidiaries.  Any person serving as a director,
officer,  employee  or  agent  of  another  Corporation,   partnership,  limited
liability  company,  joint  venture or other  enterprise,  at least 50% of whose
equity  interests are owned by the Corporation  (hereinafter a "subsidiary"  for
this ARTICLE VIII) shall be conclusively presumed to be serving in such capacity
at the request of the Corporation.

     Section 8.6.  Reliance.  Persons who after the date of the adoption of this
provision  become or remain  directors  or officers of the  Corporation  or who,
while a director  or officer of the  Corporation,  become or remain a  director,
officer,  employee or agent of a subsidiary,  shall be conclusively  presumed to
have relied on the rights to  indemnity,  advance of expenses  and other  rights
contained in this ARTICLE VIII in entering into or continuing such service.  The
rights to  indemnification  and to the  advance of  expenses  conferred  in this
ARTICLE  VIII shall apply to claims made  against an  indemnitee  arising out of
acts or  omissions  which  occurred  or occur both prior and  subsequent  to the
adoption hereof.

     Section 8.7.  Non-Exclusivity of Rights. The rights to indemnification  and
to the advance of expenses conferred in this ARTICLE VIII shall not be exclusive
of any other right  which any person may have or  hereafter  acquire  under this
Amended and Restated  Certificate of Incorporation or under any statute,  Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

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     Section 8.8.  Merger or  Consolidation.  For purposes of this ARTICLE VIII,
references  to "the  Corporation"  shall  include  any  constituent  corporation
(including any constituent of a constituent)  absorbed into the Corporation in a
consolidation  or merger which, if its separate  existence had continued,  would
have had power and authority to indemnify its directors, officers, and employees
or agents,  so that any person who is or was a  director,  officer,  employee or
agent of such  constituent  corporation,  or is or was serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
shall stand in the same  position  under this  ARTICLE  VIII with respect to the
resulting or surviving  corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.

                      ARTICLE IX - Alien Ownership of Stock

     Section  9.1.  Applicability.  This ARTICLE IX shall be  applicable  to the
Corporation so long as the provisions of Section 310 of the  Communications  Act
of 1934, as the same may be amended from time to time (the "Communications Act")
(or any successor,  provisions  thereto) are applicable to the  Corporation.  As
used herein,  the term "alien"  shall have the meaning  ascribed  thereto by the
Federal  Communications  Commission ("FCC") on the date hereof and in the future
as  Congress  or the FCC may  change  such  meaning  form  time to time.  If the
provisions of Section 310 of the Communications Act (or any successor provisions
thereto) are amended,  the  restrictions  in this ARTICLE IX shall be amended in
the same way, and as so amended,  shall apply to the  Corporation.  The Board of
Directors of the  Corporation  may make such rules and  regulations  as it shall
deem necessary or appropriate to enforce the provisions of this ARTICLE IX.

     Section  9.2 Voting.  Except as  otherwise  provided by law,  not more than
twenty  percent  of the  aggregate  number  of shares  of  Capital  Stock of the
Corporation  outstanding  in any class or series  entitled to vote on any matter
before a meeting of stockholders of the Corporation shall at any time be for the
account  of  aliens or their  representatives  or for the  account  of a foreign
government  or  representative  thereof,  or for the account of any  corporation
organized under the laws of a foreign country.

     Section 9.3. Stock Certificates.  Shares of Capital Stock issued to or held
by or for the account of aliens and their  representatives,  foreign governments
and  representatives  thereof,  and  corporations  organized  under  the laws of
foreign countries shall be represented by Foreign Share Certificates.  All other
shares of Capital Stock shall be represented by Domestic Share Certificates. All
of such  certificates  shall be in such form not inconsistent  with this Amended
and Restated  Certificate of  Incorporation  as shall be prepared or approved by
the Board of Directors of the Corporation.

     Section 9.4. Limitation on Foreign Ownership.  Except as otherwise provided
by law,  not more  than  twenty  percent  of the  aggregate  number of shares of
Capital  Stock  of the  Corporation  outstanding  shall  at any time be owned of
record by or for the account of aliens or their representatives or by or for the
account of a foreign  government or  representatives  thereof,  or by or for the
account of any corporation organized under the laws of a foreign country. Shares
of Capital Stock shall not be  transferable  on the books of the  Corporation to
aliens or their representatives, foreign governments or representatives thereof,
or corporations organized under the laws of foreign

                                       19

<PAGE>



countries if, as a result of such  transfer,  the aggregate  number of shares of
Capital  Stock owned by or for the account of aliens and their  representatives,
foreign  governments and  representatives  thereof,  and corporations  organized
under the laws of foreign  countries  shall be more than  twenty  percent of the
number of shares of Capital Stock then outstanding.  If it shall be found by the
Corporation that Capital Stock  represented by a Domestic Share  Certificate is,
in fact, held by or for the account of aliens or their  representative,  foreign
governments or representatives thereof, or corporations organized under the laws
of foreign countries, then such Domestic Share Certificate shall be canceled and
a  new  certificate  representing  such  Capital  Stock  marked  "Foreign  Share
Certificate" shall be issued in lieu thereof,  but only to the extent that after
such  issuance  the  Corporation  shall be in  compliance  with this ARTICLE IX;
provided,  however, that if, and to the extent, such issuance would violate this
ARTICLE  IX,  then,  the holder of such  Capital  Stock shall not be entitled to
vote,  to receive  dividends,  or to have any other  rights  with regard to such
Capital Stock to such extent, except the right to transfer such Capital Stock to
a citizen of the United States.

     Section 9.5.  Transfer of Foreign  Share  Certificates.  Any Capital  Stock
represented by Foreign Share Certificates may be transferred either to aliens or
non-aliens.  In the event that any Capital  Stock  represented  by a certificate
marked "Foreign Share  Certificate" is sold or transferred to a non-alien,  then
such non-alien shall be required to exchange such  certificate for a certificate
marked  "Domestic  Share   Certificate."  If  the  Board  of  Directors  of  the
Corporation  reasonably determines that a Domestic Share Certificate has been or
is to be transferred  to or for the account of aliens or their  representatives,
foreign governments or representatives  thereof, or corporations organized under
the laws of foreign countries, the Corporation shall issue a new certificate for
the shares of Capital Stock transferred to the transferee marked "Foreign Shares
Certificate",  cancel  the  old  Domestic  Share  Certificate,  and  record  the
transaction  upon its books,  but only to the extent that after such transfer is
complete, the Corporation shall be in compliance with this ARTICLE IX.

     Notwithstanding   any  other   provision   of  this  Amended  and  Restated
Certificate of  Incorporation,  the transfer or conversion of the  Corporation's
Capital Stock,  whether  voluntary or involuntary,  shall not be permitted,  and
shall be ineffective, if such transfer or conversion would (i) violate (or would
result in violation of) the Communications Act or any of the rules or regulation
promulgated  thereunder  or (ii) require the prior  approval of the FCC,  unless
such prior approval has been obtained.

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