
                                 RADIO ONE, INC.



                        PREFERRED STOCKHOLDERS' AGREEMENT





                                  May 14, 1997









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


<PAGE>
<TABLE>
<CAPTION>

                                                                             
                                                  Radio One, Inc.

                                         Preferred Stockholders' Agreement

                                                       INDEX

                                                                                                               Page
<S>                 <C>                                                                                          <C>
SECTION 1.          ISSUANCE OF PREFERRED STOCK IN EXCHANGE FOR
                    SUBORDINATED NOTES............................................................................3
         1.1        Issuance of Securities........................................................................3
         1.2        Exchange of Subordinated Notes for Preferred Shares...........................................3
         1.3        Closing.......................................................................................3

SECTION 2.          REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................................................4
         2.1        Organization and Power........................................................................4
         2.2        Authorization and No Contravention............................................................4
         2.3        Capitalization; Stockholders; Subsidiaries....................................................5
         2.4        Other Investments.............................................................................6
         2.5        Financial Statements; Projections.............................................................6
         2.6        Licenses, Permits, Copyrights, etc............................................................7
         2.7        FCC Licenses..................................................................................7
         2.8        Absence of Undisclosed Liabilities............................................................8
         2.9        Absence of Certain Developments...............................................................9
         2.10       Employee Relations............................................................................9
         2.11       Title to Properties..........................................................................10
         2.12       Tax Matters..................................................................................10
         2.13       Contracts and Commitments....................................................................11
         2.14       Litigation and Compliance with Laws..........................................................11
         2.15       Securities Law Filings.......................................................................12
         2.16       Environmental Matters........................................................................12
         2.17       Investment Company...........................................................................14
         2.18       Margin Securities............................................................................14
         2.19       ERISA Compliance.............................................................................14
         2.20       Solvency.....................................................................................14
         2.21       No Material Misstatement or Omission.........................................................15
         2.22       Broker's Fee.................................................................................15
         2.23       Acquisition Compliance and Delivery of Documents.............................................15

SECTION 3.          CONDITIONS OF THE EXCHANGE...................................................................16
         3.1        Conditions of the Investors..................................................................16
         3.2        Conditions of the Company....................................................................19


                                                        (i)

<PAGE>




                                                                                                               Page

SECTION 4.          FINANCIAL COVENANTS OF THE COMPANY...........................................................20
         4.1        Minimum Broadcast Cash Flow..................................................................20
         4.2        Maximum Corporate Overhead Expense...........................................................21
         4.3        Capital Expenditures.........................................................................21

SECTION 5.          AFFIRMATIVE COVENANTS OF THE COMPANY.........................................................21
         5.1        Financial Statements.........................................................................21
         5.2        Budget and Operating Forecast................................................................23
         5.3        Maintenance of Properties....................................................................23
         5.4        Inspection...................................................................................23
         5.5        Tax Matters..................................................................................23
         5.6        Compliance with Laws.........................................................................24
         5.7        Insurance....................................................................................24
         5.8        Key Man Insurance............................................................................24
         5.9        Board of Directors Meetings; Management Rights...............................................24

SECTION 6.          NEGATIVE COVENANTS OF THE COMPANY............................................................25
         6.1        Indebtedness.................................................................................25
         6.2        Liens........................................................................................26
         6.3        Sale of Assets...............................................................................27
         6.4        Fundamental Changes..........................................................................28
         6.5        Guaranties...................................................................................28
         6.6        No Sale and Leaseback........................................................................28
         6.7        No Amendments to Charter or By-laws..........................................................28
         6.8        No Change in Accounting Policies.............................................................28
         6.9        Restrictions on Other Agreements.............................................................28
         6.10       Affiliated Transactions......................................................................29
         6.11       Distributions, Redemptions or Issuances of Capital Stock.....................................29
         6.12       Senior Loan Agreement Consent Right..........................................................29

SECTION 7.          SPECIAL COVENANTS............................................................................29

SECTION 8.          REDEMPTION EVENTS............................................................................31
         8.1        Redemption Events............................................................................31
         8.2        Remedies on Default, etc.....................................................................33

SECTION 9.          STANDSTILL AGREEMENT.........................................................................33

SECTION 10.         SALE OR REFINANCING COVENANT.................................................................33

SECTION 11.         DEFINITIONS..................................................................................35

                                                       (ii)

<PAGE>




                                                                                                               Page


SECTION 12.         GENERAL......................................................................................41
         12.1       Amendments, Waivers and Consents.............................................................41
         12.2       Survival of Covenants, Representations and Warranties; Assignability of
                    Rights.......................................................................................42
         12.3       Governing Law; Jurisdiction; Venue...........................................................42
         12.4       Section Headings.............................................................................43
         12.5       Representations and Covenants of the Investors...............................................43
         12.6       Notices and Demands..........................................................................44
         12.7       Counterparts.................................................................................46
         12.8       Severability.................................................................................46
         12.9       Expenses.....................................................................................46
         12.10      Confidentiality..............................................................................47
         12.11      Regulation and Civil Rights..................................................................47
         12.12      Termination..................................................................................48



                                                       (iii)

<PAGE>



EXHIBITS

Exhibit A       -      Amended and Restated Certificate of Incorporation and Amended and
                       Restated Bylaws
Exhibit B       -      Certificate of Incorporation and Bylaws (as in effect on the date hereof)
Exhibit C       -      Form of First Amendment to the Warrantholders' Agreement
Exhibit D       -      Form of Opinion of the Company's Counsel
Exhibit E       -      Form of Opinion of the Company's FCC Counsel
Exhibit F       -      Form of Standstill Agreement

APPENDIX A             -  Additional Permitted Capital Expenditures


                                                   (iv)

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SCHEDULES

Schedule A             -   Investors/Shares of Preferred Stock
Schedule 2.1           -   Violations of Corporate Documents, Agreements, Etc.
Schedule 2.2           -   Notices, Filings and Consents
Schedule 2.3           -   Capitalization; Stockholders
Schedule 2.3(b)        -   Subsidiaries
Schedule 2.4           -   Other Investments
Schedule 2.6           -   Licenses, Permits, Etc.
Schedule 2.7           -   FCC Licenses
Schedule 2.8           -   Liabilities
Schedule 2.9           -   Material Changes
Schedule 2.10          -   Employee Relations
Schedule 2.11          -   Title to Properties
Schedule 2.12          -   Tax Matters
Schedule 2.13          -   Contracts
Schedule 2.14          -   Litigation
Schedule 2.16          -   Environmental Matters
Schedule 2.19          -   Employee Benefit Plans
Schedule 2.22          -   Broker's Fee
Schedule 6.1(c)        -   Indebtedness
Schedule 6.2           -   Liens
Schedule 6.5           -   Guaranties
Schedule 6.10          -   Affiliated Transactions

                                       (v)
</TABLE>

<PAGE>



                        PREFERRED STOCKHOLDERS' AGREEMENT


         This Preferred Stockholders' Agreement (this "Agreement") is made as of
this  14th day of May,  1997 by and  among  the  investors  listed  as  Series A
Preferred  Investors on Schedule A hereto (the "Series A Preferred  Investors"),
the investors  listed as Series B Preferred  Investors on Schedule A hereto (the
"Series  B  Preferred  Investors,"  and  together  with the  Series A  Preferred
Investors,  the  "Investors," and each  individually an "Investor"),  RADIO ONE,
INC.,  a Delaware  corporation  (the  "Company"),  Radio One  Licenses,  Inc., a
Delaware corporation and the surviving  corporation of the merger with Radio One
License LLC  ("ROL"),  and Alfred C.  Liggins  ("Liggins"),  Catherine L. Hughes
("Hughes")  and Jerry A. Moore,  III  ("Moore")  (Liggins,  Hughes and Moore are
hereinafter  collectively  referred  to as the  "Management  Stockholders,"  and
together  with the  Company  and ROL as the  "Interested  Parties,"  and each an
"Interested Party").


                              W I T N E S S E T H :

         WHEREAS,  the  Company,  the  Investors,  certain  subsidiaries  of the
Company then existing, and the Management Stockholders entered into a Securities
Purchase  Agreement,  dated  as  of  June  6,  1995  (the  "Securities  Purchase
Agreement"), pursuant to which: (i) the Company sold and the Investors purchased
from the Company subordinated  promissory notes due from the Company in the year
2003  in  the  aggregate   original   principal   amount  of  $17,000,000   (the
"Subordinated  Notes");  and (ii) the  Company  sold and the Series B  Preferred
Investors  purchased from the Company warrants (the "Original  Warrants") for an
aggregate of 50.93 shares of the Common Equity of the Company;

         WHEREAS,  simultaneously  with the execution of the Securities Purchase
Agreement,  the  Company and the Series A Preferred  Investors  entered  into an
Exchange  Agreement (the "Exchange  Agreement"),  pursuant to which the Series A
Preferred Investors exchanged all of their then existing warrants for $6,251,094
in cash and new warrants (the  "Exchange  Warrants") to purchase an aggregate of
up to 96.11 shares of the Common Equity of the Company;

         WHEREAS,  simultaneously  with the execution of the Securities Purchase
Agreement  and the Exchange  Agreement,  the  Company,  the  Investors,  certain
subsidiaries  of the Company  then  existing,  and the  Management  Stockholders
entered into a Warrantholders' Agreement (the "Warrantholders'  Agreement"),  to
govern the rights of each under the Original Warrants and the Exchange Warrants;

         WHEREAS, the Company has heretofore entered into: (i) an asset purchase
agreement with Jarad Broadcasting Company of Pennsylvania,  Inc., dated December
6, 1996, as amended through the date hereof (the "WPHI-FM Purchase  Agreement"),
which  provides for the  purchase of certain  assets used or held for use in the
operation of Radio Station WPHI-FM,  Jenkintown,  Pennsylvania ("WPHI-FM"),  and
(ii) a binding  letter of intent  dated  March 12, 1997 and  accepted  March 13,
1997,  as amended  through the date hereof (the  "WYCB-AM  Letter of Intent") to
acquire the stock of the corporation holding

                                        1

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Radio Sation WYCB-AM, Washington, D.C. ("WYCB-AM," and together with WPHI-FM,
the "New Stations");

         WHEREAS,  simultaneously  with the  Closing  (as defined in Section 1.3
hereof),  the  Company  will issue 12% Senior  Subordinated  Notes due 2004 (the
"Senior  Subordinated Notes") to certain investors pursuant to an offering under
Rule 144A of the  Securities  Act (as  defined in  Section 11 below),  the gross
proceeds of which will be approximately  $75,000,000  (the "Senior  Subordinated
Debt  Financing")  for the purpose  of: (i) funding the balance of the  purchase
prices for  WPHI-FM  (the  "WPHI-FM  Acquisition")  and  WYCB-AM  (the  "WYCB-AM
Acquisition," and together with the WPHI-FM  Acquisition,  the  "Acquisitions"),
(ii)  repaying  all of the  outstanding  indebtedness  due under the Amended and
Restated Credit Agreement,  dated as of June 6, 1995, among the Company, certain
subsidiaries of the Company then existing,  NationsBank of Texas, N.A., as agent
and lender,  and the other  lenders  named  therein,  as amended (the  "Existing
Senior  Credit  Facility");  (iii) paying for the  leasehold  improvements,  new
equipment and other  amounts  associated  with moving the Company's  Washington,
D.C.  offices and studios in April 1997 to an office building located in Lanham,
Maryland;  (iv) providing funding for other general purposes,  including working
capital;  and (v) paying the related  fees and  expenses of the  offering of the
Senior  Subordinated  Notes, the exchange of Preferred Stock (as defined herein)
for the Subordinated Notes and the Acquisitions;

         WHEREAS,  on April 29, 1997 NationsBank of Texas,  N.A.  (together with
any other  lender,  a "Senior  Lender")  and the Company  agreed to a Commitment
Letter, dated as of April 25, 1997 (the "Commitment Letter"),  pursuant to which
the Senior Lender, subject to appropriate  documentation and certain conditions,
will enter into an amended and  restated  credit  agreement  (the  "Senior  Loan
Agreement");

         WHEREAS, pursuant to the terms of the Senior Loan Agreement, the Senior
Lender will make  available to the Company up to  $7,500,000  of secured  senior
debt  together  with  interest  thereon,  and all other  amounts due and payable
thereunder or under any Loan Document (as defined in the Senior Loan  Agreement)
(the  "Senior  Debt") in the form of a line of credit for  working  capital  and
certain other needs;

         WHEREAS,  in  connection  with the  Exchange (as defined in Section 1.2
hereof),  (i) the Company  will  replace the  certificates  held by the Series B
Preferred Investors representing all of their Original Warrants with amended and
restated warrant  certificates (the "Series B Amended and Restated Warrants") in
order to conform the Original Warrants to reflect the transactions  contemplated
herein, and (ii) the Company will similarly replace the certificates held by the
Series A Preferred  Investors  representing all of their Exchange  Warrants with
amended and restated  warrant  certificates  (the "Series A Amended and Restated
Warrants," and,  collectively  with the Series B Amended and Restated  Warrants,
the  "Warrants")  in order to conform  such  Exchange  Warrants  to reflect  the
transactions contemplated herein; and


                                        2

<PAGE>



         WHEREAS,  pursuant to the terms of this  Agreement,  and as a necessary
condition to the Senior Subordinated Debt Financing,  (i) the Series A Preferred
Investors will exchange all of their  Subordinated  Notes (including all accrued
but  unpaid  interest  thereon)  for the number of shares of Series A 15% Senior
Cumulative  Redeemable  Preferred  Stock of the Company (the "Series A Preferred
Stock") set forth opposite their names on Schedule A hereto, and (ii) the Series
B Preferred  Investors will exchange all of their  Subordinated Notes (including
all accrued but unpaid  interest  thereon)  for the number of shares of Series B
15% Senior Cumulative  Redeemable  Preferred Stock of the Company (the "Series B
Preferred Stock," and together with the Series A Preferred Stock, the "Preferred
Stock") set forth opposite their names on Schedule A hereto.

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


SECTION 1.                 ISSUANCE OF PREFERRED STOCK IN EXCHANGE FOR
                           SUBORDINATED NOTES

         1.1 Issuance of  Securities.  The Company  represents and warrants that
prior to or  simultaneously  with the Closing (as  hereinafter  defined) it will
have authorized the issuance and delivery of: (i) the aggregate number of shares
of its  authorized  but unissued  Series A Preferred  Stock,  par value $.01 per
share,  listed on  Schedule A hereto (the  "Series A  Preferred  Shares") to the
Series A Preferred  Investors;  and (ii) the  aggregate  number of shares of its
authorized  but  unissued  Series B Preferred  Stock,  par value $.01 per share,
listed on Schedule A hereto (the "Series B Preferred  Shares," and together with
the Series A Preferred Shares, the "Preferred Shares") to the Series B Preferred
Investors.  The  Preferred  Stock shall have the rights,  preferences  and other
terms  set  forth  in  the  Company's   Amended  and  Restated   Certificate  of
Incorporation attached hereto as Exhibit A (the "Certificate").

         1.2 Exchange of Subordinated Notes for Preferred Shares. Subject to the
terms and conditions herein, and in reliance on the representations,  warranties
and covenants  contained  herein,  at the Closing (as  hereinafter  defined) the
Company shall deliver to each of the Investors, and each of the Investors agrees
to accept from the Company,  the number and series of Preferred Shares set forth
opposite the name of each such Investor on Schedule A hereto in exchange for the
Subordinated Notes held by each of the Investors (the "Exchange"). Each Investor
shall deliver the Subordinated Note that is held by such Investor to the Company
at the Closing for  cancellation,  and, upon receipt  thereof,  the Company will
mark each such Subordinated Note canceled.

         1.3 Closing.  The  Exchange  shall take place  simultaneously  with the
closing of the Senior  Subordinated  Debt  Financing  and the  WPHI-FM  Purchase
Agreement (the "Issuance Date" or the "Closing Date") at the offices of Kirkland
& Ellis,  Citicorp Center,  153 East 53rd Street, New York, New York 10022-4675,
or at such other place as shall be  mutually  agreed upon by the Company and the
Investors (the "Closing").


                                        3

<PAGE>



SECTION 2.                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         In order to induce the Investors to enter into this Agreement and agree
to the  transactions  contemplated  hereby,  the Company  hereby  represents and
warrants as follows:

         2.1  Organization  and Power.  The  Company (i) is a  corporation  duly
organized  and validly  existing  under the laws of the State of Delaware,  (ii)
except as  provided in Schedule  2.1, is  qualified  to do business as a foreign
corporation  and  is in  good  standing  in  each  jurisdiction  in  which  such
qualification  is required  except where failure to be so duly  qualified and in
good standing could not reasonably be expected to have a material adverse effect
on the assets,  business or financial condition of the Company and ROL, taken as
a whole,  and (iii) has all required power and authority to own its property and
to carry on its business as presently conducted or contemplated. The Company has
all required  power and  authority to enter into and perform this  Agreement and
the agreements related hereto and contemplated  hereby, to issue and deliver the
Preferred  Shares  and  generally  to carry  out the  transactions  contemplated
hereby.  The  copies of the  certificate  of  incorporation  and  by-laws of the
Company,  as amended to date,  attached  hereto as  Exhibit B, are  correct  and
complete at the date hereof.  Except as provided in Schedule 2.1, the Company is
not in violation of any term of its certificate of incorporation or by-laws,  or
any material agreement,  or any instrument,  judgment,  decree,  order, statute,
rule or  government  regulation  applicable  to the  Company  except  where such
violation could not reasonably be expected to have a material  adverse effect on
the assets,  business or financial  condition of the Company and ROL, taken as a
whole.

         2.2 Authorization and No Contravention.  The execution and delivery of,
and  performance  by the  Company  and  ROL of  their  obligations  under,  this
Agreement and the  agreements  related  hereto and  contemplated  hereby and the
issuance and delivery of the Preferred  Shares have been duly  authorized by all
requisite  corporate  action of the Company and ROL, and except as may otherwise
be specifically  provided herein, this Agreement,  the agreements related hereto
and contemplated  hereby constitute legal, valid and binding  obligations of the
Company and ROL,  enforceable in accordance with their terms.  The Company's and
ROL's execution and delivery of this Agreement and the agreements related hereto
and contemplated  hereby and their performance of the transactions  contemplated
hereby,  including,  without  limitation,  the  issuance  and  delivery  of  the
Preferred  Shares will not:  (i) except as set forth in Schedule  2.1,  violate,
conflict with or result in a default under any contract, instrument,  agreement,
indenture, obligation or commitment to which the Company or ROL is a party or by
which the Company or ROL or their  assets are bound,  or any charter  provision,
by-law or similar  governing  document of the Company or ROL, or the creation of
any Lien,  charge or  encumbrance  of any nature upon any of the  properties  or
assets of the Company or ROL, except where such  violation,  conflict or default
would  not  have a  material  adverse  effect  on (a)  the  consummation  of the
Acquisitions,  (b) the  consummation  of the  transactions  contemplated by this
Agreement,  (c) the assets,  business or financial  condition of the Company and
ROL,  taken  as a whole,  or (d) the  rights  and  privileges  of the  Investors
hereunder and under the agreements  related hereto;  (ii) violate or result in a
violation of, or constitute a default under, any material provision of any law,

                                        4

<PAGE>



statute, ordinance,  regulation or rule, or any decree, judgment or order of, or
any material restriction imposed by, any court or other federal,  state or local
governmental  agency;  or  (iii)  except  as set  forth  in  Schedule  2.2 or as
otherwise  expressly  provided  for in this  Agreement,  require  any notice to,
filing with, or consent or approval of any governmental authority or other third
party which will not, prior to the Closing,  have been duly and properly  given,
made or obtained,  except  where  failure to provide any such notice or make any
such  filing or receive any such  consent or  approval  will not have a material
adverse effect on (a) the consummation of the Acquisitions, (b) the consummation
of the transactions  contemplated by this Agreement, (c) the assets, business or
financial  condition of the Company and ROL, taken as a whole, or (d) the rights
and  privileges of the  Investors  hereunder  and under the  agreements  related
hereto and contemplated hereby.

         2.3      Capitalization; Stockholders; Subsidiaries.

                  (a)  After  giving  effect  to the  transactions  contemplated
hereby,  the duly authorized  capital stock of the Company consists of (i) 2,000
authorized shares of Common Stock,  $.01 par value per share,  which consist of:
(a)  1,000  shares  of Class A  Common  Stock of  which  138.45  shares  will be
outstanding and fully-paid and  non-assessable as of the Closing,  and (b) 1,000
shares of Class B Non-Voting Common Stock of which no shares will be outstanding
as of the Closing,  and (ii) 250,000  authorized shares of Preferred Stock, $.01
par value per share,  which consist of: (a) 100,000 shares of Series A Preferred
Stock of which  the  aggregate  number of shares  that will be  outstanding  and
fully-paid and  non-assessable as of the Closing is listed on Schedule A hereto,
and (b) 150,000 shares of Series B Preferred Stock of which the aggregate number
of shares that will be outstanding and fully-paid and  non-assessable  as of the
Closing is listed on Schedule A hereto.  Except for the  Warrants,  the Exchange
Warrants, as provided in the Warrantholders'  Agreement, as amended by the First
Amendment to the Warrantholders Agreement (as defined in Section 3.1(e) herein),
and as provided  above or in Schedule  2.3, the Company has not issued any other
shares of its capital stock and there are no  outstanding  warrants,  options or
other  rights to  purchase  or  acquire  any of such  shares,  nor are there any
outstanding  securities  convertible  into such shares or outstanding  warrants,
options or other rights to acquire any such  convertible  securities.  Except as
provided in the Warrantholders'  Agreement, as amended by the First Amendment to
the Warrantholders Agreement, there are no preemptive rights with respect to the
issuance  or sale by the  Company  of the  Company's  capital  stock.  Except as
disclosed  in  Schedule  2.3 or in  the  Senior  Loan  Agreement,  there  are no
restrictions  on the transfer of the  Company's  capital  stock other than those
arising from  federal and state  securities  laws,  the  Communications  Act (as
defined  in  Section  2.7  herein) or the FCC (as  defined  herein)  regulations
promulgated thereunder or under this Agreement or the Warrantholders' Agreement,
as amended.  Immediately prior to the Closing, the outstanding shares of capital
stock  of the  Company  are  held of  record  and  beneficially  by the  persons
identified in Schedule 2.3 in the amounts indicated therein.

                  (b) All the Subsidiaries of the Company are listed on Schedule
2.3(b).  The  Company  or ROL is the  owner,  free and  clear of all  Liens  and
encumbrances,  except for  Permitted  Liens or those arising under Section 10 of
this Agreement and Article VI of the

                                        5

<PAGE>



Warrantholders'  Agreement,  as amended  through the Closing Date, of all of the
issued and  outstanding  stock of each  Subsidiary  and all shares of such stock
have been validly issued and are fully paid and nonassessable,  and no rights to
subscribe to any additional shares have been granted,  and no options,  warrants
or  similar  rights  are  outstanding.  ROL is duly  organized  in its  state of
organization,  duly qualified,  licensed and authorized to do business and is in
good  standing  as a foreign  corporation  (or  company  or  otherwise)  in each
jurisdiction  where its ownership or leasing of properties or the conduct of its
business  requires it to be qualified,  licensed and authorized except where the
failure to be so qualified,  licensed and  authorized or in good standing  could
not  reasonably  be  expected to have a material  adverse  effect on its assets,
business or financial condition.

         2.4 Other Investments.  Except as disclosed in Schedule 2.4 or Schedule
2.3(b) and except for investments, loans or advances made in the ordinary course
of business  consistent with past  practices,  the Company does not own, or have
any direct or indirect  investments  or  interests  in,  loans or advances to or
control over any corporation,  trust, partnership, joint venture or other entity
of any kind.

         2.5  Financial  Statements;  Projections.  The Company  has  heretofore
furnished to each Investor  consolidated audited statements of operation and the
related  balance sheets for the fiscal years ended  December 25, 1994,  December
31,  1995  and  December  31,  1996 and  unaudited  consolidated  statements  of
operation  and the related  balance  sheet for the three  months ended March 30,
1997 (the  December 31, 1996 balance sheet shall  hereinafter  be referred to as
the "Base  Balance  Sheet"),  and the Company  will, on or prior to the Closing,
furnish to each  Investor the pro forma  unaudited  balance sheet as of December
31, 1996 for the Company and management's five year projections for the Company,
after giving effect to the WPHI-FM Acquisition.  The Company has heretofore also
furnished to each Investor audited consolidated  statements of operation and the
related  balance sheet for the fiscal year ended December 31, 1996 and unaudited
consolidated statements of operation and the related balance sheet for the three
months ended March 31, 1997 for WPHI-FM.  To the best  knowledge of the Company,
the above referenced  financial  statements of WPHI-FM (other than  projections)
have been prepared in accordance with generally accepted  accounting  principles
("GAAP") applied on a consistent basis, except that interim financial statements
and pro forma  statements have been prepared  without  footnote  disclosures and
year-end audit adjustments,  which will not, to management's best knowledge,  be
material. Such financial statements of the Company (other than projections) have
been prepared in accordance with GAAP applied on a consistent basis, except that
interim financial statements and pro forma statements have been prepared without
footnote  disclosures  and are  subject to  year-end  audit  adjustments,  which
adjustments will not, to management's best knowledge,  be material.  To the best
knowledge of the Company, the  above-referenced  financial statements of WPHI-FM
contain  notations  for all  significant  accruals or  contingencies  and fairly
present in all material  respects the  financial  condition of WPHI-FM as of the
date  thereof.  Such  financial  statements  of the Company  (other than interim
financial  statements,  pro forma financial  statements and projections) contain
notations for all significant  accruals or  contingencies  and fairly present in
all  material  respects  the  financial  condition of the Company as of the date
thereof.  Nothing  has come to the  attention  of the senior  management  of the
Company since

                                        6

<PAGE>



such dates which would  indicate  that such  financial  statements do not fairly
present the  financial  condition of the Company in all material  respects as of
the respective dates thereof. Such projections referenced above delivered to the
Investors  represent  management's  good faith estimates of the Company's future
performance  based  upon  assumptions  which  are set  forth  therein  and which
management  in good faith  believe  were  reasonable  when made and  continue to
believe to be reasonable as of the date hereof.

         2.6 Licenses, Permits, Copyrights, etc. Except as set forth in Schedule
2.6, after giving effect to the WPHI-FM Acquisition, each of the Company and ROL
has  ownership  or license to use all  material  franchises,  permits,  licenses
(other than FCC  Licenses (as defined in and covered by Section 2.7 herein)) and
all patent,  copyright or trademark  rights and privileges used or to be used in
its business as presently conducted and as presently proposed to be conducted or
necessary  to permit it to own its  properties  and to conduct  its  business as
presently  conducted  and as presently  proposed to be conducted and its present
activities  do not  infringe,  to the best  knowledge of the Company or ROL, any
patent, copyright, trademark or other proprietary rights of others. Schedule 2.6
provides a list that is accurate in all  material  respects of all the  material
permits and licenses  (other than the FCC Licenses  which are listed in Schedule
2.7) which are held by the Company and ROL,  after giving  effect to the WPHI-FM
Acquisition  (the  "Licenses"),  and the  issuer  and  termination  date of each
License. Each License was duly and validly issued by the issuer thereof pursuant
to procedures  which complied in all material  respects with all requirements of
applicable law. After giving effect to the WPHI-FM  Acquisition,  the Company or
ROL is the licensee of the  Licenses  and owns all of the assets of WPHI-FM,  as
well as stations WMMJ-FM/WOL-AM (Washington),  WKYS-FM (Washington),  WWIN-AM/FM
(Baltimore),  and WERQ-FM/WOLB-AM  (Baltimore)  (collectively with WPHI-FM,  the
"Stations"),  free and clear of all Liens except for Permitted Liens (as defined
in Section  6.2).  Each  License or other right held by the Company or ROL is in
compliance  with  the  terms  thereof  in all  material  respects  with no known
conflict with the valid rights of others which could affect or impair materially
in any manner the business, assets or condition,  financial or otherwise, of the
Company and ROL. No event has occurred which  permits,  or after notice or lapse
of time or both would permit, the revocation or termination of any License prior
to its stated  term or other  right so as to  adversely  affect in any  material
respect the  business,  assets or  condition,  financial  or  otherwise,  of the
Company and ROL,  taken as a whole,  except as  otherwise  set forth in Schedule
2.6. To the best knowledge of the Company and ROL, the Company,  ROL and each of
the  Stations  are in  compliance  with all state and federal  laws  relating to
copyright,  including the Copyright Revision Act of 1976, 17 U.S.C.  Section 101
et. seq.,  except for such  noncompliance  as would not be reasonably  likely to
have a material  adverse  effect on the Company and ROL,  taken as a whole,  and
have all material  performing  arts licenses  which are necessary or appropriate
for the conduct of their business.

         2.7 FCC Licenses.  After giving effect to the WPHI-FM Acquisition,  the
Company and ROL hold all material licenses,  permits and authorizations required
for and/or used in the  ownership  and  operation  of the  Stations as presently
operated  or as  presently  anticipated  to be operated  (other  than  licenses,
permits and  authorizations  covered by Section  2.6),  including  all  material
commercial broadcast station and auxiliary licenses,

                                        7

<PAGE>



permits,  authorizations and other certificates required by (a) the FCC, (b) the
Communications  Act of 1934,  47 U.S.C.  Section 151 et.  seq.,  as amended (the
"Communications  Act"),  (c) 47  C.F.R.  Part 73 or (d) any  other  governmental
entity (such  material  licenses,  permits,  authorizations,  and  certificates,
collectively, the "FCC Licenses"). Schedule 2.7 provides a list that is accurate
in all material respects of the FCC Licenses,  including the termination date of
such FCC  Licenses.  Except for the possible need to request the FCC to grant an
extension of time to consummate the WPHI-FM  Acquisition,  FCC approval has been
granted for the WPHI-FM Acquisition, such approval has not lapsed and the period
for seeking  reconsideration,  review or appeal of such FCC approval has expired
and no such reconsideration,  review or appeal has been sought by any party. The
FCC Licenses are valid and in full force and effect,  and are  unimpaired by any
act,  omission or condition which could have any material  adverse effect on the
operation of the Stations.  After giving effect to the WPHI-FM  Acquisition,  to
the extent necessary,  the Company or, if applicable,  ROL, has timely filed all
applications  for renewal or extension of all of its or their FCC Licenses  and,
except as otherwise  indicated in Schedule 2.7, all such  applications have been
granted without conditions.  Except as indicated on Schedule 2.7, and except for
actions  or  proceedings  affecting  the  broadcasting  industry  generally,  no
petition,  action,  investigation,  notice of violation  or apparent  liability,
notice of forfeiture,  orders to show cause,  complaint or proceeding is pending
or, to the best knowledge of the Company, threatened before the FCC or any other
forum or agency with respect to the Company or any of the Stations. The Company,
ROL and each of the  Stations are in material  compliance  with the terms of the
FCC Licenses and all applicable  filing and operating  requirements of 47 C.F.R.
Part 73 and all other  applicable  regulations  and  policies of the FCC and the
Communications  Act.  Except  as  otherwise   expressly   contemplated  by  this
Agreement,  no prior FCC consent is required in connection  with the  execution,
delivery  and  performance  of this  Agreement.  Except as  otherwise  expressly
contemplated by this Agreement or as stated in Schedule 2.7 hereto, there are no
applications  presently  pending  before  the  FCC  with  respect  to any of the
Stations.  The  Company  does not know of any fact  that  should  reasonably  be
anticipated  to  result in the  denial of an  application  for  renewal,  or the
revocation,  modification,  nonrenewal or suspension of any of the FCC Licenses,
or  the  issuance  of  a  cease-and-desist  order,  or  the  imposition  of  any
administrative or judicial  sanction with respect to any of the Stations,  which
may  materially  adversely  affect the rights  under any of the FCC  Licenses or
which may have a materially adverse effect on the Stations, the Company and ROL,
taken as a whole.

         2.8   Absence  of   Undisclosed   Liabilities.   Except  as   otherwise
specifically  disclosed in the Base Balance Sheet (as defined in Section 2.5) or
as set forth in Schedule 2.8 and except for the  expenses and costs  incurred in
connection with the closing of the transactions contemplated herein, neither the
Company  nor  ROL  has  any  accrued  or  contingent  liability  or  liabilities
(including any liability for unpaid Taxes) accrued,  to become due,  contingent,
known, unknown or otherwise, other than liabilities arising out of the Stations'
ordinary  course of business  consistent  with past  practices,  or which in the
aggregate do not exceed $150,000.


                                        8

<PAGE>



         2.9 Absence of Certain Developments.  Except as specifically  disclosed
in Schedule 2.9, since the date of the Base Balance Sheet, there has been (i) no
material  adverse  change in the assets,  liabilities,  properties,  business or
condition  (financial or  otherwise)  of the Company and ROL,  taken as a whole,
(ii)  no  declaration,  setting  aside  or  payment  of any  dividend  or  other
distribution  with  respect  to,  or  any  direct  or  indirect   redemption  or
acquisition  of, any of the capital stock of the Company or ROL, (iii) no waiver
of any valuable right of the Company or ROL without  adequate  consideration  or
the  cancellation  of any  debt or  claim  held by the  Company  or ROL  without
adequate  consideration,  (iv)  no loan by the  Company  or ROL to any  officer,
director,   employee  or  stockholder   thereof,  or  any  of  their  respective
affiliates,  or any agreement or commitment therefor, (v) no increase, direct or
indirect, in the compensation paid or payable to any officer, director, employee
or agent of the Company  (other than  immaterial  increases made in the ordinary
course of  business  and  consistent  with past  practices),  (vi) no  uninsured
material  loss,  destruction  or damage to any  property  of the Company or ROL,
(vii) no strikes,  work  stoppages,  union  organizing  or  recognition  efforts
involving  the Company or ROL and no  material  change in the  personnel  of the
Company or the terms and  conditions  of any  employment  contracts to which the
Company  or ROL is a  party,  and  (viii)  other  than in the  Acquisitions,  no
material   acquisition  or  disposition  of  any  assets  (or  any  contract  or
arrangement  therefor) nor any other material  transaction by the Company or ROL
otherwise than for fair value in the ordinary course of business.

         2.10    Employee Relations. Except as set forth in Schedule 2.10, after
giving effect to the WPHI-FM Acquisition:

                  (a) No labor dispute,  strike, work stoppage or organizational
activity which  materially  affects or could be reasonably  likely to materially
and adversely  affect the results of operations of the Company and ROL, taken as
a whole,  has  occurred  and is  continuing,  or,  to the best of the  Company's
knowledge,   is   threatened,   and  no  material   labor   grievance  or  union
representation  questions  exist in respect of the  employees  of the Company or
ROL. None of the Company's employees are represented by a union.

                  (b)  There are no  charges  of unfair  labor  practices  or of
discrimination (relating to sex, age, race, national origin, handicap or veteran
status) pending or, to the best of the Company's  knowledge,  threatened  before
any  government or  regulatory  agency or authority  involving  employees of the
Company or ROL which could have a materially  adverse  effect on the Company and
ROL, taken as a whole.  To the best of the Company's  knowledge,  no customer or
supplier of the Company or ROL is involved in,  threatened  with, or affected by
any labor dispute or other proceeding or order which would be reasonably  likely
to materially and adversely affect the business of the Company and ROL, taken as
a whole.

                  (c)  Neither  the  Company  nor ROL has  engaged  in any plant
closing,  work force  reduction,  or other  action  which has  resulted or could
result  in  liability  under  the  Federal  Worker   Adjustment  and  Retraining
Notification Act (or any state or other law or

                                        9

<PAGE>



ordinance  of similar  import),  or issued any notice that any such action is to
occur in the future.

         2.11 Title to Properties.  Except as specifically disclosed in Schedule
2.11 or as  permitted  by  Section  6.2 hereof  and after  giving  effect to the
WPHI-FM  Acquisition,  each of the  Company and ROL has good title to all of its
respective  material owned  properties  and assets,  free and clear of all Liens
other than Permitted Liens. All owned or leased real estate of the Company,  ROL
and WPHI-FM is listed on Schedule  2.11.  Each material  real property  lease to
which the Company or ROL is a party or which relates to WPHI-FM is in full force
and effect.  No material default or event of default on the part of the Company,
ROL or, to the best  knowledge  of the  Company,  the lessee  under any material
leases related to WPHI-FM or, to the best knowledge of the Company,  on the part
of the lessor,  exists under any such lease, and neither the Company nor ROL has
received any notice of default under any such lease or any  indication  that the
owner of the leased property intends to terminate such lease. To the best of the
Company's knowledge and after giving effect to the WPHI-FM Acquisition,  neither
the  Company  nor  ROL  is  in  violation  of  any  material  zoning,  land-use,
aeronautical  or  FAA,  building  or  safety  law,   ordinance,   regulation  or
requirement or other law or regulation  applicable to the operation of its owned
or leased properties, nor has either received any notice of violation with which
it has not complied,  in any case in which the consequences of such violation if
asserted by the applicable  regulatory authority would have a materially adverse
effect on the  business,  assets or condition,  financial or  otherwise,  of the
Company  and  ROL,  taken  as a  whole.  After  giving  effect  to  the  WPHI-FM
Acquisition,  all real  property  occupied  (or which will be  occupied)  by the
Company  (including all fixtures related thereto) and substantially all tangible
personal  property  owned or leased  (or which  will be owned or  leased) by the
Company is in good  operating  condition  and repair  (reasonable  wear and tear
excepted), has been well maintained,  conforms in all material respects with all
applicable  ordinances,  regulations  and other laws and,  since the date of the
Base Balance Sheet,  no material  portion of any such real or personal  property
has suffered any damage by fire or other casualty which has not heretofore  been
completely  repaired and restored to its original condition if and to the extent
necessary in the continued operation of its business.

         2.12 Tax Matters. Each of the Company and ROL has filed all Tax Returns
required to be filed by it, and all such Tax Returns  were  correct and complete
in all material respects. Each of the Company and ROL has paid all Taxes owed by
it (whether  or not shown on any Tax  Return),  except  Taxes which have not yet
accrued or otherwise become due or Taxes which are being contested in good faith
by appropriate  proceedings to the extent the Company has set aside  appropriate
reserves.  All Taxes and other  assessments  and levies which the Company or any
Subsidiary  was or is required to withhold  or collect  have been  withheld  and
collected  and  have  been  paid  over  when  due  to  the  proper  governmental
authorities.  Except as set forth in Schedule  2.12, (i) neither the Company nor
any of its Subsidiaries has ever received notice of any audit or of any proposed
deficiency  from the  Internal  Revenue  Service  ("IRS")  or any  other  taxing
authority (other than routine audits undertaken in the ordinary course and which
have been  resolved  on or prior to the date hereof  without a material  adverse
effect on the Company or any of its Subsidiaries or their

                                       10

<PAGE>



respective  financial  conditions),  (ii)  there  are in effect  no  waivers  of
applicable statutes of limitations with respect to any Taxes owed by the Company
or ROL for any year and (iii) neither the IRS nor any other taxing  authority is
now asserting or, to the best  knowledge of the Company,  threatening  to assert
against  the  Company or ROL any  deficiency  or claim for  additional  Taxes or
interest thereon or penalties in connection  therewith.  Neither the Company nor
ROL is a party to any Tax allocation or sharing arrangement. Neither the Company
nor any of its  Subsidiaries  has entered into a closing  agreement  pursuant to
Section 7121 of the Internal  Revenue Code of 1986,  as amended (the "Code") and
the regulations promulgated thereunder.  There are no Liens on any of the assets
of the Company or its Subsidiaries that arose in connection with any failure (or
alleged failure) to pay any Taxes.

         2.13  Contracts and  Commitments.  Except as set forth in Schedule 2.13
and in any other  schedule  hereto and except for contracts  entered into in the
ordinary course of business and consistent with past practices, and after giving
effect to the WPHI-FM Acquisition, neither the Company nor ROL (a) is a party to
any contract,  obligation or commitment which involves a potential commitment by
it in excess of $50,000 or which is  otherwise  material and not entered into in
the  ordinary  course of  business,  or (b) has an  employment  contract,  stock
redemption or purchase agreement,  financing agreement,  local marketing or time
brokerage agreement or any other agreement with any officer, director, employee,
shareholder or Affiliate. Except as disclosed in Schedule 2.13, and after giving
effect to the  WPHI-FM  Acquisition,  neither  the Company nor ROL is in default
under  any  material  contract,  obligation  or  commitment,  and,  to the  best
knowledge of the Company,  there is no state of facts which upon notice or lapse
of time or both would  constitute  such a  default,  the  consequences  of which
default if  asserted  by the other  contracting  party  would have a  materially
adverse effect on the Company and ROL, taken as a whole. Neither the Company nor
ROL has  entered  into  any  single  government  contract  or  subcontract,  the
recurring monthly revenue of which exceeds $50,000.

         2.14     Litigation and Compliance with Laws.

                  (a)  Except as set  forth in  Schedule  2.14 and after  giving
effect to the WPHI-FM  Acquisition,  there is no investigation,  action, suit or
proceeding at law or in equity or by or before any governmental  instrumentality
or other agency now pending or, to the best  knowledge  of the Company,  overtly
threatened  against  the  Company,  ROL,  any of the  Stations or any officer or
director of the  Company,  which has a  reasonable  possibility  of calling into
question the validity,  or hindering the enforceability or performance,  of this
Agreement  or any action taken or to be taken  pursuant  hereto or by any of the
other  agreements  and  transactions  contemplated  hereby;  nor,  to  the  best
knowledge of the Company,  has there  occurred any event or does there exist any
condition on the basis of which any such litigation, proceeding or investigation
should  reasonably be anticipated  to be instituted  which would have a material
adverse effect on the business, assets or condition,  financial or otherwise, of
the Company, ROL and the Stations, taken as a whole.

                  (b)  Except as set  forth in  Schedule  2.14 and after  giving
effect to the  WPHI-FM  Acquisition,  each of the Company and ROL is in material
compliance with all

                                       11

<PAGE>



laws and  governmental  rules and regulations,  domestic or foreign  (including,
without  limitation,  the  Employee  Retirement  Income  Security  Act  of  1974
("ERISA")), except where non-compliance therewith, in any individual instance or
any series of related instances, would not have a material adverse effect on the
Company  and ROL,  taken as a whole.  Except as set forth in  Schedule  2.14 and
after giving effect to the WPHI-FM  Acquisition,  neither the Company nor ROL is
in default in any respect with respect to any judgment, order, writ, injunction,
decree,  demand  or  assessment  issued  by any  court  or any  federal,  state,
municipal or other governmental or self-regulatory agency, organization,  board,
commission, bureau, instrumentality or department, domestic or foreign, relating
to any aspect of its  business,  affairs,  properties  or assets,  except  where
non-compliance  therewith,  in any individual  instance or any series of related
instances,  would not have a material adverse effect on the assets,  business or
financial  condition  of the  Company and ROL,  taken as a whole.  Except as set
forth in  Schedule  2.14 and after  giving  effect to the  WPHI-FM  Acquisition,
neither the Company nor any  Subsidiary is charged or, to the best  knowledge of
the  Company,  threatened  with,  or under  investigation  with  respect to, any
material violation of material federal,  foreign,  state, municipal or other law
or any  administrative  rule or  regulation,  domestic  or  foreign  (including,
without  limitation,  ERISA) in any matter directly relating to or affecting its
business,  assets or condition,  financial or otherwise, of the Company and ROL,
taken as a whole.

         2.15  Securities  Law Filings.  The Company has complied  with,  in all
material  respects,  the Securities Act and all applicable state securities laws
in  connection  with the  issuance  and sale of its  capital  stock,  and  other
securities heretofore issued.

         2.16     Environmental Matters.

                  (a)  Except  as  would  not be  reasonably  likely  to  have a
material  adverse  effect on the  Company and ROL,  taken as a whole,  or as set
forth in Schedule 2.16, and after giving effect to the WPHI-FM Acquisition,  (i)
neither the  Company  nor ROL has ever  generated,  transported,  used,  stored,
treated,  disposed  of, or  managed a  material  amount of  Hazardous  Waste (as
defined in Section  2.16(d)  below),  nor has the Company or ROL contracted with
any party for the generation,  transportation, use, storage, treatment, disposal
or management of any material amount of Hazardous Waste; (ii) no material amount
of Hazardous  Material (as defined in Section 2.16(d) below) has ever been or is
threatened to be spilled,  released, or disposed of by the Company or ROL or, to
the best knowledge of the Company,  any third parties,  at any site presently or
formerly owned, operated, leased, or used by the Company or ROL nor, to the best
knowledge of the Company,  has any material  amount of Hazardous  Material  ever
come to be  located  in the  soil or  groundwater  at any  such  site;  (iii) no
material amount of Hazardous  Material has ever been  transported by the Company
or ROL or, to the best knowledge of the Company, by any third parties,  from any
site presently or formerly owned,  operated,  leased,  or used by the Company or
ROL for  treatment,  storage,  or disposal at any other place;  (iv) neither the
Company nor ROL presently  owns,  operates,  leases,  or uses,  nor, to the best
knowledge of the Company,  has the Company or ROL  previously  owned,  operated,
leased, or used any site on which underground  storage tanks are or were located
or which contain or contained any asbestos or

                                       12

<PAGE>



asbestos-containing   material,   any  polychlorinated   byphenyls  ("PCBs")  or
equipment containing PCBs, or any urea formaldehyde foam insulation;  and (v) no
lien has ever been imposed by any governmental agency on any property, facility,
machinery,  or equipment owned, operated,  leased, or used by the Company or ROL
in connection  with, or as a result of, the presence of any Hazardous  Material,
which could result in a material liability to the Company or ROL.

                  (b)  Except  as  would  not be  reasonably  likely  to  have a
material  adverse  effect on the  Company and ROL,  taken as a whole,  or as set
forth in Schedule 2.16, and after giving effect to the WPHI-FM Acquisition,  (i)
to the best of the Company's actual  knowledge,  neither the Company nor ROL has
any liability under, nor has it ever violated, any Environmental Law (as defined
in Section 2.16(d) below);  (ii) the Company,  the operations of its businesses,
and any property owned, operated, leased, or used by the Company or ROL, and any
facilities and operations thereon, to the best of the Company's  knowledge,  are
presently  in   compliance  in  all  material   respects  with  all   applicable
Environmental  Laws and any and all  orders or  directives  of any  governmental
authorities  having  jurisdiction  under  such  Environmental  Laws,  including,
without  limitation,  any orders or  directives  with respect to any clean-up or
remediation of any release or threat of release of any Hazardous Material; (iii)
neither  the  Company  nor ROL has  ever  entered  into or been  subject  to any
judgment, consent decree, compliance order, or administrative order with respect
to any  environmental  or health and safety  matter or received  any request for
information, demand or other letter, administrative inquiry, citation, formal or
informal  complaint or claim,  notice of any  proceeding,  claim or lawsuit,  or
other  communication  with  respect  to any  environmental  or health and safety
matter or the  enforcement of any  Environmental  Law; and (iv) the Company does
not have knowledge or reason to know that any of the items  enumerated in clause
(iii) of this Section  2.16(b) will be  forthcoming  nor is the Company aware of
any basis therefore which has not been disclosed to the Investors.

                  (c) The Company has  provided to the  Investors  copies of all
documents,   records,  and  information  reasonably  available  to  the  Company
concerning any  environmental  or health and safety matter which could result in
any material  liability to the Company or ROL, whether  generated by the Company
or ROL or others,  including,  without  limitation,  environmental or health and
safety  audits,  environmental  or health  and  safety  risk  assessments,  site
assessments,  documentation regarding off-site treatment, storage or disposal of
Hazardous  Materials,   spill  control  plans,   discharge  monitoring  reports,
hazardous waste manifests,  community right-to-know filings, insurance policies,
and   reports,   correspondence,   permits,   licenses,   approvals,   consents,
registrations and other authorizations related to or filed with environmental or
health and safety matters issued by or filed with any  governmental  agency with
respect to such matters.

                  (d)  For  purposes  of  this  Section  2.16,   (i)  "Hazardous
Material"  shall mean and  include  any  hazardous  waste,  hazardous  material,
hazardous   substance,   petroleum  product,   oil,  asbestos,   polychlorinated
byphenyls, urea formaldehyde, toxic substance, pollutant,  contaminant, or other
substance  which  may pose a threat  to the  environment  or to human  health or
safety, as defined or regulated under any Environmental Law; (ii)

                                       13

<PAGE>



"Hazardous  Waste"  shall mean and  include  any  hazardous  waste as defined or
regulated under any Environmental Law; (iii)  "Environmental Law" shall mean any
environmental or health and safety-related law, regulation,  rule, ordinance, or
by-law at the federal,  state,  or local level existing as of the date hereof or
previously  enforced;  and (iv) the "Company" shall mean and include the Company
and  all  other  entities  for  whose  conduct  the  Company  is or may be  held
responsible under any Environmental Law.

         2.17 Investment Company.  The Company is not an "investment company" as
such term is defined in the  Investment  Company  Act of 1940,  as amended  (the
"1940 Act"),  and will not be an  "investment  company" under the 1940 Act after
giving  effect  to  the  use  of  proceeds  from  the  issuance  of  the  Senior
Subordinated Notes.

         2.18 Margin Securities.  The Company does not now own, nor does it have
any present intention of acquiring,  any "margin security" within the meaning of
Regulation G (12 C.F.R.  Part 207), or any "margin  stock" within the meaning of
Regulation  U (12 C.F.R.  Part 221),  of the Board of  Governors  of the Federal
Reserve System (herein respectively referred to as "margin security" and "margin
stock").  None of the proceeds of the issuance of the Senior  Subordinated Notes
will be  used,  directly  or  indirectly,  by the  Company  for the  purpose  of
purchasing  or  carrying,  or for  the  purpose  of  reducing  or  retiring  any
indebtedness  which was  originally  incurred to  purchase or carry,  any margin
security or margin  stock or for any other  purpose  which  would be  reasonably
likely to cause the  transactions  contemplated  hereby to constitute a "purpose
credit"  within the meaning of said  Regulation G or Regulation U, or cause this
Agreement  to violate  any other  regulation  of the Board of  Governors  of the
Federal  Reserve System or the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  or any  rule  or  regulation  promulgated  under  any of such
statutes.

         2.19 ERISA Compliance. Schedule 2.19 sets forth a list of every Pension
Plan (as hereinafter defined) that has been maintained by the Company or, to the
Company's  knowledge,  WPHI-FM at any time during the twelve-month period ending
on the  Closing  Date.  The  Company  has not  incurred,  and as a result of the
WPHI-FM  Acquisition  will  not  incur  (a)  any  material  accumulated  funding
deficiency  within the meaning of ERISA,  or (b) any  material  liability to the
Pension Benefit Guaranty  Corporation  established under ERISA (or any successor
thereto  under  ERISA)  in  connection  with any  Pension  Plan  established  or
maintained  by it.  The  Company  has not had,  and as a result  of the  WPHI-FM
Acquisition  will  not  have,  any tax  assessed  against  it by the IRS for any
alleged violation under Section 4975 of the Code. The Company does not, and as a
result  of the  WPHI-FM  Acquisition  will  not be  required  to or  assume  any
liability with respect to any obligation of WPHI-FM to contribute to or maintain
any Pension Plan with an unfunded aggregate "amount of benefit  liabilities" (as
defined in Section  4001(a)(18) of ERISA) and the Company has never participated
in or contributed to a "multiemployer plan" (as defined in Section 4001(a)(3) of
ERISA).

         2.20  Solvency.  Neither  the Company  nor  ROL has  (i) made a general
assignment  for the benefit of creditors,  (ii) filed any voluntary  petition in
bankruptcy or suffered the

                                       14

<PAGE>



filing  of  any  involuntary  petition  by its  creditors,  (iii)  suffered  the
appointment of a receiver to take  possession of all, or  substantially  all, of
its assets,  (iv) suffered the attachment or other  judicial  seizure of all, or
substantially  all, of its assets,  (v) admitted in writing its inability to pay
its debts as they come due, or (vi) made an offer of  settlement,  extension  or
composition to its creditors generally.  After giving effect to the transactions
provided for herein, neither the Company nor ROL will (i) have liabilities which
exceed  the  present  fair  saleable  value  of its  assets;  (ii) be left  with
unreasonably  small  capital  with  which  to  engage  in its  business  for the
foreseeable  future; or (iii) have incurred,  or anticipate or should reasonably
anticipate incurring, debts beyond its ability to pay such debts as they mature.

         2.21 No Material  Misstatement or Omission.  Neither this Agreement nor
any  agreement,   financial  statement,   instrument,   document,   certificate,
projection,  business  proposal,  acquisition plan or other written  information
furnished to the Investors by or on behalf of the Company in connection with the
transactions  contemplated  hereby  contains any untrue  statement of a material
fact or, when taken together,  omits to state a material fact necessary in order
to make the statements  contained herein or therein not misleading.  There is no
fact known to the Company and not  disclosed to the Investors  which  materially
and  adversely  affects,  or in the  future  may  (insofar  as the  Company  can
reasonably  foresee)  materially and adversely affect,  the business,  assets or
liabilities,  financial  condition or results of operation of the Company or any
Subsidiary other than matters generally affecting the radio broadcast industry.

         2.22 Broker's Fee.  Except as set forth on Schedule  2.22,  neither the
Company nor ROL or any of their  Affiliates  have incurred or will become liable
for any brokerage  commission or finder's fee relating to or in connection  with
the  transactions  contemplated  by this  Agreement,  and the Company  agrees to
indemnify the Investors  against any claims for  brokerage  fees or  commissions
payable to any broker or finder  claiming  through  the  Company,  ROL or any of
their  Affiliates  in  connection  with the  transactions  contemplated  by this
Agreement and to pay all expenses incurred by an Investor in connection with the
defense of any action  brought  against such  Investor to collect any  brokerage
fees or commissions by any such broker or finder.

         2.23 Acquisition Compliance and Delivery of Documents. The consummation
of the WPHI-FM  Acquisition  will not (a) violate,  conflict with or result in a
material default under any material contract, instrument,  agreement, indenture,
obligation or commitment  of the Company  except where  consents or waivers have
been  obtained  or (b)  violate or result in a  violation  of, or  constitute  a
default under, any material provision of any law, statute, ordinance, regulation
or rule,  or any  decree,  judgment  or order  of, or any  material  restriction
imposed by, any court or other federal, state or local governmental agency which
such  violation or default could have a material  adverse  effect on the Company
and ROL, taken as a whole, or their assets, business or financial condition.



                                       15

<PAGE>



SECTION 3.                 CONDITIONS OF THE EXCHANGE

         3.1 Conditions of the Investors. The Investors' obligations to exchange
their  Subordinated  Notes for Preferred  Stock and consent to the  transactions
contemplated  hereby shall be subject to  compliance by the Company and ROL (and
for the purposes of Section 3.1(f) hereof,  the  Management  Stockholders)  with
their  agreements  herein  contained and to the  fulfillment,  to the Investors'
satisfaction, of the following conditions:

                  (a)  Certificate  of  the  Company.  The  representations  and
warranties of the Company contained in this Agreement, including but not limited
to the  representations  and  warranties  made in  Section  2, shall be true and
correct in all material  respects  with the same force and effect as though such
representations and warranties had been made on and as of the Closing Date, each
of the  conditions  hereafter  specified  in this  Section  3.1 shall  have been
satisfied  in all  material  respects,  there shall be no  Redemption  Event (as
defined in Section 8.1 herein) or any event or condition which,  after notice or
lapse of time or both, would  constitute a Redemption  Event, and on the Closing
Date one or more certificates to such effect,  executed by the President and the
Chief Financial Officer of the Company, shall be delivered to the Investors.

                  (b) Issuance of Senior  Subordinated  Notes. The Company shall
have completed the offering of its Senior  Subordinated  Notes on  substantially
the same terms set forth in the preliminary  offering circular,  dated March 26,
1997 (the  "Offering  Memorandum"),  distributed  in connection  with the Senior
Subordinated Debt Financing.

                  (c)  Repayment  of  Outstanding  Indebtedness.   Prior  to  or
concurrently  with the  Closing,  the  Company  shall have  repaid or  otherwise
satisfied  in full the whole  principal  amount,  together  with all accrued but
unpaid interest  thereon,  of the Existing  Senior Credit  Facility  outstanding
immediately prior to the Closing Date.

                  (d) Acquisition of WPHI-FM. Concurrently with the Closing, the
Company shall consummate and close the WPHI-FM Acquisition pursuant to the terms
of the WPHI-FM Purchase  Agreement without  amendment,  modification,  waiver or
imposition of adverse conditions and pursuant to other terms that are acceptable
to the Investors.

                  (e) Warrantholders' Agreement. The Company, ROL, the Investors
and the  Management  Stockholders  shall have  executed  and  delivered  a First
Amendment  to  the  Warrantholders'  Agreement  (the  "First  Amendment  to  the
Warrantholders'  Agreement"),  amending the Warrantholders'  Agreement as of the
Closing Date, in the form of Exhibit C hereto.

                  (f) FCC  Consents.  The Company shall have received all of the
necessary and  appropriate  FCC consents,  if any, for the  consummation  of the
WPHI-FM Acquisition,  any other transactions contemplated by this Agreement, the
First Amendment to the  Warrantholders'  Agreement and any related agreements or
documents, and the period for

                                       16

<PAGE>



seeking  reconsideration,  review  or  appeal of such FCC  consents  shall  have
expired and no such reconsideration,  review or appeal shall have been sought by
any party.

                  (g) Delivery of Documents.  Concurrently with the Closing, the
Company or ROL, as the case may be,  shall have  executed  and  delivered to the
Investors the following:

                         (i) Certificates representing the Preferred Shares;

                         (ii)  Certified  copies of  resolutions of the Board of
Directors  (and  if  necessary,  the  stockholders)  of  the  Company  and  ROL,
authorizing  the  execution  and  delivery  of this  Agreement,  the Senior Loan
Agreement (on terms  consistent  with the  Commitment  Letter),  the  Standstill
Agreement  and  the  First  Amendment  to  the  Warrantholders'   Agreement  and
authorizing the WPHI-FM Acquisition and the Senior Subordinated Debt Financing;

                         (iii)  A copy  of the  Company's  and  ROL's  corporate
charter or similar  organizational  document,  as amended,  certified  as of the
Closing  Date by the  Secretary  of State of Delaware  and the  secretary of the
Company;

                         (iv) A copy of the bylaws or similar governing document
of the  Company  and ROL, as amended  through  the  Closing  Date,  in each case
certified  by its  respective  secretary,  with such  bylaws of the  Company  in
substantially  the form of the Amended and Restated  Bylaws  attached  hereto as
Exhibit A;

                         (v) A  certificate  issued by the Secretary of State of
Delaware  certifying that the Company and ROL are in valid existence in Delaware
and certifying as to the Company's and ROL's payment of all taxes;

                         (vi) A certificate  issued by the Secretary of State of
each state or other  equivalent  jurisdiction  in which the Company and ROL each
does  business,  certifying  that the  Company and ROL, as the case may be, is a
foreign  corporation  or other  entity in good  standing  in such state or other
jurisdiction;

                         (vii) True and correct copies of the Commitment Letter;

                         (viii) True and correct copies of the WPHI-FM  Purchase
Agreement and all of the documents and instruments  evidencing the  transactions
consummated in connection therewith;

                         (ix) A certificate  signed by each of the President and
Chief  Financial   Officer  of  the  Company  to  the  effect  that,  after  the
transactions  contemplated  hereby have been  consummated:  (a) the present fair
saleable  value of the assets of the  Company  and ROL on a  consolidated  basis
exceeds its  liabilities on a consolidated  basis;  (b) the Company and ROL have
not been left with unreasonably small capital with which to engage in their

                                       17

<PAGE>



business  for  the  foreseeable  future;  and  (c)  the  Company  and  ROL  on a
consolidated  basis have not  incurred,  and do not and  should  not  anticipate
incurring, debts beyond their ability to pay such debts as they mature;

                         (x) Pro forma annual  budgets for the Company's  fiscal
years ending December 31, 1997 through December 31, 2002;

                         (xi) Pro forma  monthly  budgets  for fiscal year 1997;
and

                         (xii) Such other supporting  documents and certificates
as the Investors may reasonably request.

                  (h)  No  Violation  or  Injunction.  The  consummation  of the
transactions contemplated by this Agreement shall not be in violation of any law
or regulation,  and shall not be subject to any injunction,  stay or restraining
order.

                  (i) No  Litigation.  No  litigation,  suit,  action,  claim or
investigation shall be pending, or threatened, which might impair or prevent the
performance of any Interested Party hereunder or the  transactions  contemplated
herein.

                  (j) No Adverse  Change.  Between the date of the Base  Balance
Sheet and the Closing Date,  there shall have been no material adverse change in
the financial conditions,  prospects, properties, assets, liabilities,  business
or  operations of the Company or ROL,  whether or not in the ordinary  course of
business.

                  (k) Opinions of Counsel. The Investors shall have received the
favorable  written opinion of each of: (i) counsel for the Company,  dated as of
the Closing Date, in  substantially  the form attached  hereto as Exhibit D; and
(ii) special FCC counsel for the  Company,  dated as of the date of the Closing,
in substantially the form attached hereto as Exhibit E.

                  (l)  Compliance  with   Agreements.   The  Company,   ROL  and
Interested  Parties shall have  performed and complied in all material  respects
with all agreements, covenants and conditions contained herein, and in any other
document  contemplated  hereby,  which are  required to be performed or complied
with by the  Company,  ROL and the  Interested  Parties on or before the Closing
Date.

                  (m) All Documents  Satisfactory.  The Investors  shall receive
all documents  related to the  transactions  contemplated  by this Agreement and
other  materials  (certified,  if requested) as they may  reasonably  request in
connection  therewith.  The issuance of the  Preferred  Shares to the  Investors
shall be made in conformity  with all  applicable  state and federal  securities
laws.

                  (n) Standstill  Agreement.  Concurrently with the Closing, the
Standstill  Agreement,  in a form substantially similar to Exhibit F, shall have
been executed by all

                                       18

<PAGE>



parties thereto; provided, however, such agreement may be executed by the Senior
Lender at a later date upon consummation of the Senior Loan Agreement.

                  (o) Payment of Investors'  Legal Fees.  All  reasonable  legal
fees of the Investors shall, pursuant to Section 12.9 of this Agreement, be paid
prior to or at the Closing;  provided  that the Company has been provided with a
bill in reasonable detail at least 24 hours prior to the Closing.

         3.2 Conditions of the Company. The Company's obligation to exchange the
Subordinated  Notes for Preferred Stock shall be subject to the fulfillment,  to
the Company's satisfaction, of the following conditions:

                  (a)  Certificate  of  the  Company.  The  representations  and
warranties of the Investors contained in Section 12.5 of this Agreement shall be
true and  correct  in all  material  respects  with the same force and effect as
though  such  representations  and  warranties  had  been  made on and as of the
Closing Date, and each of the conditions hereafter specified in this Section 3.2
shall have been satisfied in all material respects.

                  (b) Issuance of Senior  Subordinated  Notes. The Company shall
have completed the offering of its Senior  Subordinated  Notes on  substantially
the same terms set forth in the Offering Memorandum.

                  (c)  Repayment  of  Outstanding  Indebtedness.   Prior  to  or
concurrently  with the  Closing,  the  Company  shall have  repaid or  otherwise
satisfied  in full the whole  principal  amount,  together  with all accrued but
unpaid interest  thereon,  of the Existing  Senior Credit  Facility  outstanding
immediately prior to the Closing Date.

                  (d) Acquisition of WPHI-FM. Concurrently with the Closing, the
Company shall consummate and close the WPHI-FM Acquisition pursuant to the terms
of the WPHI-FM Purchase  Agreement without  amendment,  modification,  waiver or
imposition of adverse  conditions  and pursuant to terms that are  acceptable to
the Company.

                  (e) Warrantholders' Agreement. The Company, ROL, the Investors
and the  Management  Stockholders  shall have  executed and  delivered the First
Amendment to the Warrantholders' Agreement as of the Closing Date.

                  (f) FCC  Consents.  The Company shall have received all of the
necessary and  appropriate  FCC consents,  if any, for the  consummation  of the
WPHI-FM Acquisition,  any other transactions contemplated by this Agreement, the
First Amendment to the  Warrantholders'  Agreement and any related agreements or
documents, and the period of seeking  reconsideration,  review or appeal of such
FCC consents  shall have expired and no such  reconsideration,  review or appeal
shall have been sought by any party.

                  (g)  Delivery of  Subordinated  Notes.  Concurrently  with the
Closing,  the  Investors  shall have  delivered  the  Subordinated  Notes to the
Company.

                                       19

<PAGE>



                  (h)  No  Violation  or  Injunction.  The  consummation  of the
transactions contemplated by this Agreement shall not be in violation of any law
or regulation,  and shall not be subject to any injunction,  stay or restraining
order.

                  (i) No Litigation. No litigation, suit, claim or investigation
shall be pending,  or threatened,  which might impair or prevent the performance
of any Interested Party hereunder or the transactions contemplated herein.

                  (j)  Release  of  Security  Interests.  All of the  Investors'
security   interests  relating  to  the  Subordinated  Notes  issued  under  the
Securities Purchase Agreement shall be released by the Investors.


SECTION 4.                 FINANCIAL COVENANTS OF THE COMPANY

         So long as the  Preferred  Shares are  outstanding,  the  Company  (for
purposes  of  this  Section  4 the  term  "Company"  shall  include  any and all
Subsidiaries) shall comply with the following covenants:

         4.1     Minimum Broadcast Cash Flow.  At the end of each fiscal quarter
indicated  below,  the Company will not permit the  Broadcast  Cash Flow for the
prior twelve (12) month period to be less than the following:

                                           Minimum Broadcast
                Quarter End Date             Cash Flow ($000)

                        6/30/97                  10,027
                        9/30/97                  10,245
                       12/31/97                  10,492
                ------------------------------------------------
                        3/31/98                  10,602
                        6/30/98                  10,755
                        9/30/98                  10,913
                       12/31/98                  12,718
                ------------------------------------------------
                        3/31/99                  12,981
                        6/30/99                  13,343
                        9/30/99                  13,719
                       12/31/99                  14,150
                ------------------------------------------------
                      3/31/2000                  14,364
                      6/30/2000                  14,658
                      9/30/2000                  14,964
                     12/31/2000                  15,313
                ------------------------------------------------
                      3/31/2001                  15,566
                      6/30/2001                  15,914
                      9/30/2001                  16,277
                     12/31/2001                  16,690
                ------------------------------------------------

                                       20

<PAGE>



                      3/31/2002                  16,820
                      6/30/2002                  16,998
                      9/30/2002                  17,183
                     12/31/2002                  17,395
                -------------------------------------------------
                      3/31/2003                  17,530
                      6/30/2003                  17,715
                      9/30/2003                  17,909
                     12/31/2003                  18,129
                -------------------------------------------------
                      3/31/2004                  18,296
                      6/30/2004                  18,525
                      9/30/2004                  18,763
                     12/31/2004                  19,035
                -------------------------------------------------
                      3/31/2005                  19,211
                      6/30/2005                  19,451
                      9/30/2005                  19,702
                     12/31/2005                  19,987
                -------------------------------------------------

         4.2 Maximum Corporate  Overhead Expense.  The Company will not incur or
pay any Corporate  Overhead  Expense in excess of $1,800,000 for the fiscal year
ending  December 31, 1997 and $1,935,000 for the fiscal year ending December 31,
1998 or any fiscal year thereafter;  provided,  however, that such amount may be
increased each year thereafter by up to 5% over the maximum permitted amount for
the  immediately  preceding  fiscal year  (beginning with the fiscal year ending
December 31, 1999) so long as the Company has not breached any quarterly minimum
Broadcast  Cash Flow  requirement  set forth in Section  4.1 above  during  such
preceding fiscal year and no other Redemption  Events shall have occurred and be
continuing.

         4.3  Capital  Expenditures.   Except  for  those  capital  expenditures
described  on Appendix A hereto,  the Company  will not make,  incur,  assume or
otherwise  become liable for Capital  Expenditures in excess of $300,000 for any
fiscal  year  period;  provided,  however,  that if the  Company  does not incur
Capital  Expenditures in an aggregate  amount of $300,000 during any fiscal year
period,   the  Company  may  add  such  unused  portion  of  permitted   Capital
Expenditures  to the  amount  of  the  Capital  Expenditure  allotment  for  the
following fiscal year period.


SECTION 5.                 AFFIRMATIVE COVENANTS OF THE COMPANY

         For so long as any of the Preferred Shares or Warrants are outstanding,
the Company shall comply with the following covenants:

         5.1  Financial  Statements.  The  Company  will  maintain  a system  of
accounts  sufficient to produce  financial  statements in accordance  with GAAP,
keep full and complete, in all material respects,  financial records and furnish
to each Investor the following reports:


                                       21

<PAGE>



                  (a) on or before  April 1 of each fiscal year of the  Company,
(i) an audited consolidated balance sheet of the Company and its Subsidiaries as
at the  end  of  the  preceding  fiscal  year,  together  with  related  audited
consolidated  statements of operations (including cash flows) of the Company and
its Subsidiaries for such year, and (ii) an audited  consolidating balance sheet
of the Company and its  Subsidiaries as at the end of the preceding fiscal year,
together with related audited consolidating  statements of operations (including
cash  flows) of the  Company and its  Subsidiaries  for such year,  in each case
examined and reported upon by Arthur  Andersen LLP or another firm of nationally
recognized  independent  public  accountants  reasonably   satisfactory  to  the
Investors,  prepared in accordance with GAAP and practices consistently applied,
together with a certificate of the Chief Financial  Officer of the Company and a
written  discussion  and analysis by  management of such  financial  statements,
including a comparison of the results  versus  budget for the  preceding  fiscal
year and an explanation for any variances therein;

                  (b) within  forty-five  (45) days after the end of each fiscal
quarter, (i) unaudited  consolidated balance sheets and statements of operations
(including cash flows) of the Company and its  Subsidiaries,  and (ii) unaudited
consolidating balance sheets and statements of operations (including cash flows)
of the Company and its  Subsidiaries,  in each case such balance sheets to be as
of the end of such quarter and such  statements of operations to be both for the
year-to-date period as of the end of such quarter and for the quarter, certified
by the Chief  Financial  Officer of the Company,  together with  comparisons  of
actual  results  versus the budgeted  results and the results for the comparable
periods in the preceding fiscal year and a brief written discussion and analysis
by management of such financial  statements and an explanation for any variances
therein;

                  (c) within thirty (30) days after the end of each of the first
two months for each quarter (i)  statements of operation  comparing such results
to (A) the budget  for that  period and (B) the  results  of the  statements  of
operation for the prior year, and (ii) a balance sheet for such month, and (iii)
a brief  written  discussion  and  analysis by  management  of such  statements,
including a comparison  of the results  versus the budgeted  results and results
for comparable  periods in the preceding  fiscal year and an explanation for any
variances therein;

                  (d) copies of all other  documents,  statements and reports as
and when  delivered  by the  Company to any of its lenders or  stockholders  and
notices of any material  adverse changes to the business,  financial  condition,
prospects or assets of the Company; and

                  (e) such other  financial  information  as the  Investors  may
reasonably request.

         The  certifications  required from the Chief  Financial  Officer of the
Company under Sections 5.1(a) and (b) above shall include a certification  that,
to the best of his or her actual  knowledge  after due  inquiry  and  reasonable
investigation,  (i) there does not exist any Event of Noncompliance  (as defined
in  Section  8.1  hereof)  under  this  Agreement,   or  any  set  of  facts  or
circumstances which, with the giving of notice and/or the passage of time, could
constitute an Event of Noncompliance, or (ii) if any such Event of Noncompliance
or

                                       22

<PAGE>



circumstances  exist,  stating the  relevant  facts and what actions the Company
proposes to remedy them.  In  connection  with the annual  financial  statements
delivered  pursuant to Section 5.1(a) above,  the Company's  independent  public
accountants  shall  certify to the  Investors  that in the course of  conducting
their audit they have reviewed this Agreement,  and either (i) that they are not
aware of any breaches,  Events of Noncompliance or facts or circumstances of the
kind described  above, or (ii) set forth such breaches,  Events of Noncompliance
or facts as they have become aware of such.  The  Investors or their  authorized
representatives  shall  have  the  right  to  meet  with  the  Company's  public
accountants from time to time to discuss the financial  condition and results of
operation of the Company,  its financial controls and the accounting  principles
applied in the preparation of its financial statements.

         5.2 Budget and  Operating  Forecast.  Not later than  thirty  (30) days
after the  beginning of each fiscal  year,  senior  management  will prepare and
submit  to the Board of  Directors  of the  Company,  with a copy to each of the
Investors,  (a) a monthly  budget for such fiscal year of the Company,  together
with  management's  written  discussion and analysis of such budget and (b) five
(5) year projections in similar form to the projections delivered to each of the
Investors  prior to the  date  hereof.  The  Company  shall  review  its  budget
periodically  and shall advise the Investors of all material changes therein and
all material deviations therefrom.

         5.3 Maintenance of Properties. The Company will maintain all properties
used in the conduct of its business in good repair,  working order and condition
as necessary to permit such business to be conducted as presently conducted.

         5.4  Inspection.  Upon  reasonable  notice and during  normal  business
hours, the Company will permit  authorized  representatives  of the Investors to
visit and inspect any of the  properties of the Company,  including its books of
account (and to make copies thereof and take extracts therefrom), and to discuss
its affairs,  finances and accounts with the principal  officers and independent
accountants,  all at such  reasonable  times  and as often as may be  reasonably
requested  so long as such visits,  inspections  and  discussions  do not unduly
interfere with the conduct of the Company's business.

         5.5  Tax  Matters.  The  Company  and  each  Subsidiary  shall  pay and
discharge  all lawful  Taxes,  assessments  and  governmental  charges or levies
imposed  upon it with  respect to its income or  property  before the same shall
become in  default,  as well as all  lawful  claims  for  labor,  materials  and
supplies which,  if not paid when due, would  reasonably be expected to become a
Lien or charge upon its property or any part thereof;  provided,  however,  that
the Company and each  Subsidiary  shall not be required to pay and discharge any
such Tax,  assessment,  charge, levy or claim so long as the validity thereof is
being  contested by it in good faith by appropriate  proceedings and an adequate
reserve therefor has been established. The Company and each Subsidiary will file
all necessary Tax Returns.  In addition,  the Company and the Investors agree to
file all Tax  Returns  consistently  with the  treatment  of the  Exchange  as a
non-reportable non-taxable event.


                                       23

<PAGE>



         5.6 Compliance  with Laws. The Company and each  Subsidiary will comply
in all material respects with all applicable statutes,  rules and regulations of
the United States (including, without limitation, the Communications Act and all
applicable regulations and policies of the FCC), of the states thereof and their
counties,  municipalities  and other  subdivisions and of any other jurisdiction
applicable  to  the  Company  or  any  of its  Subsidiaries,  except  where  (i)
compliance therewith shall at the time be contested in good faith by appropriate
proceedings,  (ii)  compliance  is not  required  or (iii) the failure to comply
would not  reasonably  be  expected  to have a  material  adverse  effect on the
assets,  business or financial  condition  of the Company and the  Subsidiaries,
taken as a whole. The Company and each Subsidiary shall timely and properly file
all  regular  and  periodic  reports  and  materials  which the Company and each
Subsidiary are required to file with any federal or state  regulatory  agency or
governmental  authority  (including  without  limitation the FCC) and shall upon
request provide each Investor with copies of all such reports and materials.  In
the event the Company learns of any material  petition,  action,  investigation,
notice of violation or apparent liability,  notice of forfeiture,  order to show
cause,  complaint,  proceeding or the threat thereof before the FCC, the Company
shall  promptly  notify the  Investors of the same in writing and shall take all
reasonable  measures  to  contest  the  same in good  faith or seek  removal  or
rescission thereof.

         5.7  Insurance.  The  Company  and the  Subsidiaries  will  keep  their
insurable  properties  insured,  upon reasonable  business terms, by financially
sound and reputable insurers against liability, and the perils of casualty, fire
and extended coverage in amounts of coverage at least equal to those customarily
maintained by companies in the same or similar business, and of similar size, as
the Company and the  Subsidiaries.  The Company and the  Subsidiaries  will also
maintain  with such  insurers  insurance  against  other  hazards  and risks and
liability to persons and property to the extent and in the manner  customary for
companies engaged in the same or similar business, and of similar size.

         5.8 Key Man  Insurance.  The Company  shall  maintain in full force and
effect at all  times  policies  of  insurance  in such  form and  issued by such
insurers as shall be reasonably  acceptable to the Investors  insuring the lives
of  Liggins  and  Hughes,  each in the  amount  of  $1,000,000  ("Key  Man  Life
Insurance"),  and shall deliver to the  Investors  from time to time evidence of
compliance with this Section 5.8.

         5.9 Board of Directors Meetings;  Management Rights. The Company shall:
(a) ensure that  meetings of the Board of  Directors  of the Company are held at
least four (4) times each year at intervals of not more than four (4) months and
that annual meetings (the "Annual  Meetings") of the stockholders of the Company
be held each year within 180 days of the  Company's  fiscal year end; (b) ensure
that the Board of Directors  maintains a  Compensation  Committee and create and
maintain an Audit Committee within six months of the Closing Date or at the next
Board of  Directors  meeting,  which shall each meet at least once a year and be
comprised of at least two (2) Independent  Directors;  (c) provide each Investor
with all notices of such meetings; (d) allow a designated representative of each
Investor  holding any Preferred  Shares to attend as an observer all meetings of
the Board of Directors and all meetings of committees of the Board of Directors,
and allow a designated

                                       24

<PAGE>



representative  of each of the Investors to attend the Annual Meetings;  and (e)
provide the representatives of the Investors with all materials delivered to the
Directors or stockholders  of the Company,  as the case may be, as and when such
materials  are  delivered to the  Directors or  stockholders,  and prior written
notice  of all such  meetings,  which  shall be  delivered  simultaneously  with
delivery of such notice to the Directors or  stockholders  and at least five (5)
days  prior to all  such  meetings;  provided,  however,  that in  extraordinary
circumstances,  such Board of Directors  may call  meetings of Directors on less
than five (5) days'  prior  written  notice  (but in no event  less than two (2)
business  days).  The  Company  shall  permit its Board of  Directors  to act by
meetings only and only if the meetings are held in accordance with Sections (c),
(d) and (e) of this Section 5.9.


SECTION 6.                 NEGATIVE COVENANTS OF THE COMPANY

         The Company  covenants  and agrees that from the date hereof and for so
long as any of the  Preferred  Shares or Warrants are  outstanding,  the Company
shall comply with the  following  covenants,  unless  otherwise  consented to in
writing  by the  Investors  holding  a  majority  of the  outstanding  shares of
Preferred  Stock in accordance  with Section 12.1 (which consent may be withheld
by the Investors in their sole discretion).

         6.1  Indebtedness.  The  Company  will  not,  and will not  permit  any
Subsidiary  to,  directly or indirectly,  incur,  create,  assume,  become or be
liable in any manner with respect to, or permit to exist,  any  Indebtedness  or
liability, except:

                  (a)      Indebtedness under the Senior Subordinated Notes;

                  (b) Indebtedness  outstanding  under the Senior Loan Agreement
and any refinancing of the Indebtedness under the Senior Loan Agreement on terms
substantially  similar or more  favorable  to the Company  than the terms of the
Senior Loan Agreement, provided that such refinancing shall not (i) increase the
interest  rates to a rate greater than the rate  provided for under the terms of
the Senior Loan Agreement,  (ii)  materially  change the rate of amortization of
the Senior Loan  Agreement,  (iii) extend the maturity of the Senior Debt beyond
its current maturity or (iv) increase the principal amount of the Senior Debt in
an amount in excess of $2,500,000;

                  (c) Indebtedness (including Indebtedness owed to Affiliates of
the Company) as described in Schedule 6.1(c);

                  (d) Indebtedness with respect to unaffiliated, bona fide trade
and other  similar  obligations  and other  normal  accruals,  including  Taxes,
assessments,  and other governmental charges,  arising in the ordinary course of
business, consistent with past practice and which is either: (i) no more than 60
days  past  due or  (ii)  is  being  contested  in  good  faith  by  appropriate
proceedings ("Good Faith Contested Trade Debt"), and then only to the extent the
amount thereof has been set aside on the Company's books, so long as such

                                       25

<PAGE>



Good Faith Contested  Trade Debt, in the aggregate,  does not exceed $125,000 at
any one time;

                  (e) Indebtedness  incurred for purchase money  obligations and
Capital Leases, so long as (i) the pertinent assets are acquired in the ordinary
course of the Company's business, (ii) the Indebtedness secured thereby does not
exceed the fair market value of such assets,  and (iii) the aggregate  amount of
such Indebtedness does not exceed $1,500,000 at any one time;

                  (f)      Intercompany Indebtedness;

                  (g)  Indebtedness  in respect of  guaranties by the Company or
any Subsidiary to a third party,  to the extent that any such guarantee  secures
Indebtedness of the Company or any Subsidiary which is specifically permitted to
be incurred or to remain  outstanding  under the provisions of this Section 6.1;
and

                  (h) Other  Indebtedness  which (i) is not for money  borrowed,
(ii) is not related to any Capital Leases or purchase money indebtedness,  (iii)
is not owed to any Affiliate of the Company and (iv) is incurred in the ordinary
course  of  business  of the  Company  or any  Subsidiary  consistent  with past
practices  and  on  reasonable   terms,  so  long  as  the  incurrence  of  such
Indebtedness  would not have a material  adverse  effect on the  Company and its
Subsidiaries taken as a whole.

         6.2 Liens. The Company will not, and will not permit any Subsidiary to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
nature  whatsoever on any of its assets  (including  any leasehold  interests in
property  used by the Company or any  Subsidiary  of the  Company) or  ownership
interests  now or hereafter  owned,  other than (the  following  are referred to
herein collectively as "Permitted Liens"):

                  (a) Liens securing the payment of Taxes,  and other government
charges,  either not yet due or the validity of which is being contested in good
faith before appropriate proceedings, and as to which it shall have set aside on
its books adequate reserves to the extent required by GAAP and provided that, in
any event, payment of any such Tax,  assessment,  charge, levy or claim shall be
made  before  any  of the  Company's  property  shall  be  seized  and  sold  in
satisfaction thereof;

                  (b)  Deposits   under  worker's   compensation,   unemployment
insurance and social security laws;

                  (c) Restrictions, easements, and minor irregularities in title
which do not and will not interfere  with the  occupation,  use and enjoyment of
the  properties  of the Company in the normal  course of  business as  presently
conducted or materially  impair the value of such assets for the purpose of such
business;

                  (d)  Liens  securing  Indebtedness   permitted  under  Section
6.1(a), (b) or (c);

                                       26

<PAGE>



                  (e) Liens imposed by law, such as  mechanics',  materialmen's,
landlords',  warehousemen's,  and  carriers'  Liens  and  other  similar  Liens,
securing  obligations  incurred in the ordinary course of business which are not
past due for more than  sixty  (60) days or which  are being  contested  in good
faith by appropriate  proceedings and for which  appropriate  reserves have been
established;

                  (f) Liens,  deposits or pledges to secure the  performance  of
bids, tenders, contracts (other than contracts for the payment of Indebtedness),
leases (to the extent  permitted under the terms of this  Agreement),  public or
statutory  obligations,  surety, stay, appeal,  indemnity,  performance or other
similar bonds,  or other similar  obligations  arising in the ordinary course of
business;

                  (g)  Judgments  and other  similar Liens arising in connection
with court  proceedings,  provided the  execution or other  enforcement  of such
Liens is effectively  stayed and the claims  secured  thereby are being actively
contested in good faith and by appropriate proceedings;

                  (h) Liens against the fee interest in real property  leased by
the Company which are securing obligations of the owner of such property;

                  (i) Liens on assets acquired with purchase money  Indebtedness
or as a result of Capital Leases  permitted by Section 6.1(e) and so long as the
obligation secured by a Lien so created,  assumed,  or existing shall not exceed
one hundred  percent (100%) of the lesser of cost or fair market value as of the
time of  acquisition  of the property  covered  thereby and each such Lien shall
attach only to the property so acquired and fixed improvements thereon; and

                  (j)      Liens set forth on Schedule 6.2 attached hereto.

         6.3 Sale of  Assets.  The  Company  will not,  and will not  permit any
Subsidiary to, sell, lease, transfer or otherwise dispose of any of the Stations
or FCC  Licenses  or any other  material  licenses or sell,  lease,  transfer or
otherwise dispose of any material portion of its properties,  assets,  rights or
licenses;  provided,  however,  that (a) the  Company  may sell  assets that are
obsolete or are not required for its business,  or individual assets without the
Investors'  prior written consent so long as the Company  replaces if needed the
sold  property  within a  reasonable  period of time with  property  of equal or
greater  utility to the conduct of the  Company's  business  and so long as such
sales or other  dispositions  of assets do not,  in the  aggregate,  amount to a
substantial  portion  of the assets of the  Company,  (b) the  Company  may sell
assets which are not  necessary  for the operation of the Stations in any single
transaction  or series of related  transactions  involving the same buyer or its
Affiliates so long as the  aggregate  sales value of such assets does not exceed
$250,000, (c) the Company may sell radio air time and other assets in the normal
course of the  Company's  business,  and (d) the  Company  and ROL may  transfer
assets to and among themselves.


                                       27

<PAGE>



         6.4 Fundamental  Changes. The Company will not, and will not permit any
Subsidiary  to (a)  form any  additional  direct  or  indirect  Subsidiary,  (b)
terminate,  liquidate,  consolidate,  or merge with another  Person or otherwise
acquire any additional business unit, except that (i) any Subsidiary (other than
a License  Subsidiary) may be merged or consolidated  into the Company (provided
that the Company shall be the surviving  corporation),  and (ii) any  Subsidiary
(other than a License Subsidiary) may sell, lease, transfer or otherwise dispose
of any or all of its assets (upon  voluntary  liquidation  or  otherwise) to the
Company, (c) make any advance, loan, extension of credit or capital contribution
to, or purchase any stock,  bonds,  notes,  debentures or other securities of or
any assets constituting a business unit of, or make any other investment in, any
Person (including without limitation any employees (except loans to employees in
the  aggregate  outstanding  principal  amount  of  $20,000  at any one time) or
Affiliates of the Company) or entity, except for (i) capital expenditures as and
to the extent specifically permitted hereunder,  (ii) cash and cash equivalents,
(iii) Permitted  Investments (as defined in the Indenture) and (iv) intercompany
Indebtedness,   or  (d)  enter  into  any  local  marketing  or  time  brokerage
arrangements.

         6.5  Guaranties.  The  Company  will  not,  and  will  not  permit  any
Subsidiary  to,  guarantee,  endorse  or  otherwise  in  any  way  become  or be
responsible  for  obligations of any other Person,  except (a)  endorsements  of
negotiable  instruments for collection in the ordinary  course of business;  (b)
guaranties to the Senior Lender permitted pursuant to Section 6.1(f) hereof, (c)
guaranties of  obligations of any Affiliate to the extent such  obligations  are
permitted  under Section 6.1; or (d) guaranties of obligations as more fully set
forth in Schedule 6.5.

         6.6 No Sale and  Leaseback.  The Company  will not, and will not permit
any Subsidiary to, enter into any arrangements, directly or indirectly, with any
person whereby it shall sell or transfer any property,  real, personal or mixed,
used or useful in its  business,  whether now owned or hereafter  acquired,  and
thereafter rent or lease such property.

         6.7 No  Amendments  to Charter or By-laws.  The Company and  Management
Stockholders  will not agree to any  amendment  to its  charter  or its  by-laws
without the  approval  of the  Investors  holding a majority of the  outstanding
shares of Preferred Stock.

         6.8 No Change in Accounting  Policies.  Except as required by GAAP, the
Company will not, and it will not permit any  Subsidiary to, change or introduce
any new method of accounting  which differs in any substantive  respect from the
accounting  as reflected in the audited  financial  statements  delivered to the
Investors hereunder.

         6.9 Restrictions on Other Agreements. The Company will not, and it will
not permit any  Subsidiary  to,  enter into any  agreement  with any party which
would  restrict  payments  due to the  Investors  in respect of their  Preferred
Shares other than to the extent such payments are specifically restricted by the
provisions of the Standstill Agreement,  as in effect on the Closing Date and to
be executed by the Senior Lender upon consummation of the Senior Loan Agreement,
the Indenture, and the Senior Loan Agreement.

                                       28

<PAGE>



         6.10 Affiliated Transactions. Other than those transactions, agreements
or  arrangements  set forth in Schedule  6.10, all  transactions,  agreements or
arrangements  by and  between  the  Company or any of its  Subsidiaries  and any
director,  officer, key employee or stockholder of the Company or any Subsidiary
of the Company,  or persons  controlled  by or  affiliated  with such  director,
officer,  key  employee or  stockholder,  shall  require  prior  approval of the
Investors holding a majority of the outstanding shares of Preferred Stock.

         6.11  Distributions,  Redemptions or Issuances of Capital Stock. Except
as otherwise  expressly  provided in this  Agreement  and Exhibit A hereto,  the
Company will not: (a) declare or pay any dividends or make any  distributions of
cash,  property or  securities  of the Company with respect to any shares of its
Common  Equity,  any other class of its stock or warrants or options to purchase
any class of its  stock,  make any  payments  to,  or for the  benefit  of,  the
Management  Stockholders (other than in compliance with Section 4.2) or directly
or indirectly redeem,  purchase,  or otherwise acquire for any consideration any
shares of its Common Equity, any other class of its stock or warrants or options
to purchase any class of its stock (other than  pursuant to a put or call of the
Warrants under Article V of the Warrantholders'  Agreement,  as amended); or (b)
issue,  sell or grant any  shares of  capital  stock of the  Company,  except on
exercise  by any  Investor  of  Warrants  or ROFR  Warrants  (as  defined in the
Warrantholders'  Agreement, as amended), or bonds, certificates of indebtedness,
debentures or other  securities  convertible  into or  exchangeable  for capital
stock of the  Company or  options,  warrants  or rights  carrying  any rights to
purchase capital stock or convertible or exchangeable securities of the Company,
except for Common  Equity  issued  upon  exercise  of the  Warrants  or Exchange
Warrants by the Investors.

         6.12   Senior Loan Agreement Consent Right.  The Company will not enter
into the Senior Loan Agreement  without  obtaining the prior written  consent of
the holders of a majority of the Preferred Shares.


SECTION 7.                 SPECIAL COVENANTS

         So long as the  Preferred  Shares are  outstanding,  but subject in all
cases to the Standstill Agreement:  (a) each of the Interested Parties will take
any  action  which  the  Investors  may  reasonably  request  in order  that the
Investors obtain and enjoy the full rights and benefits granted to the Investors
under this Agreement and the agreements contemplated hereby, including,  without
limitation, the use of his, her or its best efforts (provided,  however, that in
the case of the  Management  Stockholders,  best  efforts  shall not  include or
require the payment of money or the incurrence of any other  personal  expense),
consistent  with the rules,  regulations  and  policies of the FCC and any other
Regulatory  Agencies,  to  obtain  any  necessary  approvals  for any  action or
transaction  contemplated by this Agreement or any agreement contemplated hereby
for  which  such  approval  is then  required  or  prudent,  including,  without
limitation,  preparing,  signing and filing, with the FCC or any other pertinent
Regulatory Agency or authority,  any applications,  notices,  filings or reports
necessary or prudent for approval of any such actions or transactions;  (b) none
of the  Interested  Parties  will:  (i) take any action to  obstruct,  impede or
infringe upon the Investors'

                                       29

<PAGE>



enforcement of their rights,  benefits and remedies under this Agreement and any
agreement  contemplated  hereby or (ii) enter into any  amendments to the Senior
Loan  Agreement  or any other  agreements  with the Senior  Lender which are not
permitted by the Standstill  Agreement or Section 6.1(b) hereof; (c) each of the
Interested  Parties agrees to cooperate  fully with any and all actions taken by
the Investors,  including, without limitation, the full and complete cooperation
and  assistance  in all  proceedings,  correspondence  and other  communications
before  or with the FCC,  and any  other  state,  local  or other  authority  in
connection with obtaining the approvals referred to above, in each such instance
using  its best  efforts  (provided,  however,  that in the  case of  Management
Stockholders,  best efforts shall not include or require the payment of money or
the  incurrence of any other personal  expense);  and (d) each of the Interested
Parties  agrees to exercise  its voting and consent  rights with  respect to its
shares  of  capital  stock  or  partnership  interests  in the  Company  and the
Subsidiaries,  subject to the terms of the Standstill  Agreement,  to (i) comply
with their respective  covenants and other  obligations under this Agreement and
any  agreement  contemplated  hereby and to not  otherwise  take any action that
would or could  conflict with or impair the rights and benefits of the Investors
under this Agreement or any agreement  contemplated  hereby;  and (ii) cooperate
with, and use their respective best efforts (provided, however, that in the case
of  Management  Stockholders,  best  efforts  shall not  include or require  the
payment  of money or the  incurrence  of any other  personal  expense),  to help
effectuate, any actions taken by the Investors to enforce their rights, benefits
and remedies hereunder and under any agreement contemplated hereby.

         The Interested Parties hereto acknowledge that the foregoing provisions
are, inter alia, intended to ensure that, subject to the terms of the Standstill
Agreement,  upon the  occurrence  of a Redemption  Event,  the  Investors  shall
receive,  to the fullest  extent  permitted by applicable  law and  governmental
policy (including,  without limitation,  the rules,  regulations and policies of
the FCC),  all rights  necessary or desirable to obtain and/or sell the Stations
and all of the Company's and Subsidiaries' properties and assets related thereto
(including,  without limitation, the FCC Licenses), and to exercise all remedies
available to them under this  Agreement  and the other  agreements  contemplated
hereunder or applicable law. The Interested  Parties also  acknowledge and agree
that the Investors have the right under Section 10 of this Agreement and Article
VI of the  Warrantholders'  Agreement,  as amended,  subject to the terms of the
Standstill Agreement, to seek appointment of a receiver,  trustee, transferee or
similar  official to effect the  transactions  contemplated  by this  Agreement,
including without  limitation,  to seek from the FCC an involuntary  transfer of
control of each FCC  License  held by the  Company or the  Subsidiaries  for the
purpose of seeking a bona fide  purchaser  to whom control  will  ultimately  be
transferred,  and that the  Investors  are  entitled to seek such relief and the
Interested  Parties agree not to object  thereto on any grounds.  The Interested
Parties  further  acknowledge  and agree that, in the event of changes in law or
governmental  policy occurring  subsequent to the date hereof that affect in any
manner the  Investors'  rights of access to, or use or sale of, the  Stations or
any of the Company's and  Subsidiaries'  properties and assets  related  thereto
(including,  without limitation,  the FCC Licenses), or the procedures necessary
to enable  the  Investors  to obtain  such  rights of access,  use or sale,  the
parties hereto shall amend,  subject to the terms of the  Standstill  Agreement,
this Agreement and the agreements  contemplated hereunder, in such manner as the
Investors

                                       30

<PAGE>



shall reasonably request, in order to provide such rights to the greatest extent
possible,   consistent   with  this  Section  7  and  then  applicable  law  and
governmental policy.


SECTION 8.          REDEMPTION EVENTS

         8.1 Redemption Events.  Each of the following events is herein referred
to as an "Event of Noncompliance":

                    (a) if any  representation or warranty made herein or in any
agreement executed in connection with, or in any report, certificate,  financial
statement or other instrument furnished in connection with, this Agreement shall
prove to have been false or misleading when made in any material respect;

                    (b) if a breach  occurs in the  payment  of any funds due to
the Investors in connection with the Preferred Shares, and such breach continues
for more than ten (10) days after the due date;

                    (c) if a breach occurs in the due  observance or performance
of any  covenant,  condition  or  agreement  on the  part of the  Company  to be
observed or performed pursuant to the provisions of Sections 4, 6.1, 6.2, 6.4 or
6.5 of this  Agreement and such breach  remains  uncured for ten (10) days after
the earlier to occur of (i) senior  management's actual knowledge of such breach
or (ii)  written  notice  thereof from the  Investors to the Company;  provided,
however,  that if such breach  cannot be  remedied,  then such  breach  shall be
deemed to be an Event of Noncompliance as of the date of the occurrence  thereof
provided  further,  in the case of an Event of  Noncompliance  with  respect  to
Section 4 of this Agreement,  such Event of Noncompliance  shall be deemed to be
cured  upon  the  Company's  first  compliance  with  the  applicable  financial
performance target for a subsequent period of time;

                    (d) if a breach occurs in the due  observance or performance
of any  covenant,  condition  or  agreement  on the  part of the  Company  to be
observed or performed  pursuant to any of the  provisions of this  Agreement not
referenced  in  clauses  (b) or (c)  above or any other  agreement  contemplated
hereby and such breach remains uncured for thirty (30) days after written notice
thereof  from the  Investors  to the Company;  provided,  however,  that if such
breach  cannot be  remedied,  then such breach shall be deemed to be an Event of
Noncompliance as of the date of the occurrence thereof;

                    (e) if the payment of any other  Indebtedness of the Company
or any  Subsidiary  of the Company for  borrowed  money in amounts  greater than
$250,000 in the aggregate  (including any Senior Debt) is  accelerated  prior to
the stated maturity thereof;

                    (f) if the  Company  shall (i) apply for or  consent  to the
appointment of a receiver,  trustee, custodian or liquidator of it or any of its
property,  (ii) admit in writing its  inability to pay its debts as they mature,
(iii) make a general assignment for the benefit of

                                       31

<PAGE>



creditors, or (iv) file a voluntary petition in bankruptcy,  or a petition or an
answer seeking  reorganization  or an  arrangement  with  creditors,  or to take
advantage of any bankruptcy,  reorganization,  insolvency, readjustment of debt,
dissolution or liquidation laws or statutes, or an answer admitting the material
allegations of a petition filed against it in any proceeding under any such law,
or if corporate  action  shall be taken for the purpose of effecting  any of the
foregoing;

                    (g)  if  there  shall  be  filed   against  the  Company  an
involuntary petition seeking reorganization of the Company or the appointment of
a receiver,  trustee,  custodian or  liquidator  of the Company or a substantial
part  of  its  assets,   or  an  involuntary   petition  under  any  bankruptcy,
reorganization or insolvency law of any  jurisdiction,  whether now or hereafter
in effect (any of the foregoing  petitions being  hereinafter  referred to as an
"Involuntary Petition");

                    (h) if final  judgment(s) for the payment of money in excess
of an  aggregate  of  $250,000  shall be  rendered  against  the  Company or any
Subsidiary  and the same shall remain  undischarged  for a period of thirty (30)
consecutive days, during which time execution shall not be effectively stayed;

                    (i) if there occurs any  attachment of any deposits or other
property  of the  Company  or any  Subsidiary,  or any  attachment  of any other
property of the Company or any Subsidiary in an amount exceeding $250,000, which
shall not be  discharged  or  effectively  stayed within thirty (30) days of the
date of such attachment;  provided, however, that if the attachment subsequently
becomes unstayed, the attachment will again become an Event of Noncompliance; or

                    (j) the Company or any Subsidiary  shall lose,  fail to keep
in force,  suffer the  termination,  suspension  or  revocation of or terminate,
forfeit or suffer an amendment to any FCC License or other  material  license at
any time held by it, the loss, termination,  amendment, suspension or revocation
of which would have a material  adverse  effect on the operations of the Company
and its  Subsidiaries  taken as a whole  or the  Company's  or any  Subsidiary's
ability  to  perform  its   obligations   under  this  Agreement  or  under  the
Certificate.

If an Event of  Noncompliance  shall exist and be continuing  and if and only if
all  indebtedness  for money  borrowed,  including but not limited to the Senior
Indebtedness  (as defined in the Standstill  Agreement),  has been  indefeasibly
repaid in full in cash and all obligations of the Senior Lender under the Senior
Loan  Agreement to advance  further funds shall have  terminated,  a "Redemption
Event" shall have occurred, and upon each and every such Redemption Event and at
any time  thereafter  during the  continuance of such  Redemption  Event, at the
election  of the  Investors  holding a  majority  of the  outstanding  shares of
Preferred  Stock,  the  Company  shall be  required  to redeem any or all of the
outstanding shares of Preferred Stock, together with any and all accumulated and
accrued but unpaid  dividends  thereon (such  redemptions to take place on a pro
rata basis among all holders of shares of Preferred Stock),  anything  contained
herein or in the Certificate to the contrary notwithstanding (except in the case
of an Event of Noncompliance under clauses (i)

                                       32

<PAGE>



through  (iv) of paragraph  (f) or  paragraph  (g) of this Section 8.1, in which
event such Preferred Shares shall automatically become redeemable, provided that
the holders of Preferred Shares shall not be entitled to any distribution of the
Company's assets or funds until such time as the then  outstanding  Indebtedness
has been paid in full). In the event of a redemption of the Preferred Stock as a
result of the filing of an Involuntary Petition as specified in paragraph (g) of
this Section 8.1, such right of redemption shall be rescinded, and the Company's
rights hereunder reinstated,  if, within sixty (60) days following the filing of
such Involuntary Petition,  such Involuntary Petition shall have been dismissed,
and there shall exist no other Redemption Event under this Agreement.

         8.2 Remedies on Default, etc. In case any one or more Redemption Events
shall occur and be continuing and the  Investors'  right to redeem the Preferred
Shares  shall  have been  triggered,  the  Investors,  subject to the rights and
preferences  of the Senior Debt and Senior  Subordinated  Notes,  may proceed to
protect and enforce  their  rights by an action at law,  suit in equity or other
appropriate  proceeding,  whether for the specific  performance of any agreement
contained in this  Agreement or for an injunction  against a violation of any of
the terms  hereof or in and of the  exercise of any power  granted  hereby or by
law. No right  conferred  upon the Investors  hereby or by the Preferred  Shares
shall be  exclusive  of any other right  referred to herein or therein or now or
hereafter available at law, in equity, by statute or otherwise.


SECTION 9.        STANDSTILL AGREEMENT

         In the event of any  conflict  between  any term or  provision  of this
Agreement or any other Loan Document and any term or provision of the Standstill
Agreement,  the term or provision of the  Standstill  Agreement will control and
govern.


SECTION 10.       SALE OR REFINANCING COVENANT

         Notwithstanding  anything in this Agreement to the contrary and without
limiting  any rights  that the  Investors  may have under  this  Agreement,  the
Warrantholders'  Agreement,  as amended,  or any other  agreements  or documents
related hereto or under  applicable  law, the Company shall,  at the election of
Investors  holding a majority  of the  outstanding  shares of  Preferred  Stock,
within  four (4)  months  after the  occurrence  of any of the  events set forth
below,  enter  into a signed  purchase  and sale  agreement  for the sale of the
Company  and the  Subsidiaries  or the  assets  thereof  or a  signed  financing
commitment  letter with an  institutional  lender,  in each case  providing  for
sufficient funds to repay all indebtedness  for money borrowed,  including,  but
not  limited  to, the Senior  Indebtedness,  redeem  the  outstanding  shares of
Preferred  Stock,  pay the holders of the Warrants the value of the Warrants and
close on such sale or financing and repay all  indebtedness  for money borrowed,
including,  but not limited to, the Senior Indebtedness,  the amounts due to the
holders of the Preferred  Shares and the value of the Warrants to the holders of
the Warrants promptly after any

                                       33

<PAGE>



required  FCC  approval  is obtained  and, in any event,  within four (4) months
after  execution  of the  applicable  purchase  and sale  agreement or financing
commitment:

                    (a) the Company fails to redeem shares of Preferred Stock as
required  pursuant to the terms of the  Certificate  and such  failure to redeem
continues for more than five (5) days;

                    (b) the Company,  directly or indirectly,  without the prior
written  consent of Investors  holding a majority of the  outstanding  shares of
Preferred  Stock,  (i) breaches the  covenants  set forth in Section 4.2 by more
than  $250,000  annually or Section  6.11 by more than  $250,000,  breaches  the
covenants set forth in Section 6.1 by more than $2,000,000,  breaches any of the
covenants  set forth in Sections  6.2, 6.3 or 6.5 hereof and the value or amount
of the assets,  transactions  or liabilities  involved  exceeds  $2,000,000,  or
breaches the covenant set forth in Section 6.4 in any material manner,  and (ii)
such breach is not cured within any applicable cure period; or

                    (c) the Company  fails to meet the minimum  trailing  twelve
month Broadcast Cash Flow amount set forth below for two (2) consecutive quarter
end dates.

                                          Minimum Broadcast
                Quarter End Date            Cash Flow ($000)

                        6/30/97                  9,397
                        9/30/97                  9,598
                       12/31/97                  9,828
                ------------------------------------------------
                        3/31/98                  9,931
                        6/30/98                 10,073
                        9/30/98                 10,222
                       12/31/98                 11,908
                ------------------------------------------------
                        3/31/99                 12,155
                        6/30/99                 12,495
                        9/30/99                 12,851
                       12/31/99                 13,256
                ------------------------------------------------
                      3/31/2000                 13,456
                      6/30/2000                 13,731
                      9/30/2000                 14,019
                     12/31/2000                 14,347
                ------------------------------------------------
                      3/31/2001                 14,582
                      6/30/2001                 14,909
                      9/30/2001                 15,250
                     12/31/2001                 15,636
                ------------------------------------------------

                                    34

<PAGE>



                      3/31/2002                 15,758
                      6/30/2002                 15,925
                      9/30/2002                 16,099
                     12/31/2002                 16,296
                ------------------------------------------------
                      3/31/2003                 16,422
                      6/30/2003                 16,597
                      9/30/2003                 16,778
                     12/31/2003                 16,984
                ------------------------------------------------
                      3/31/2004                 17,147
                      6/30/2004                 17,374
                      9/30/2004                 17,610
                     12/31/2004                 17,845
                ------------------------------------------------
                      3/31/2005                 18,017
                      6/30/2005                 18,255
                      9/30/2005                 18,503
                     12/31/2005                 18,738
                ------------------------------------------------

         In the event that the Company fails to enter into a signed purchase and
sale agreement or a signed financing commitment letter within four (4) months or
fails to close on such sale or financing  and repay all  indebtedness  for money
borrowed,  including  but not  limited to, the Senior  Indebtedness,  redeem the
outstanding  shares of  Preferred  Stock and pay the holders of the Warrants the
value of the Warrants  within four (4) months after  execution of the applicable
purchase and sale  agreement or financing  commitment  letter as required  under
this Section 10, the Investors  shall have those rights  described in Article VI
of the Warrantholders' Agreement, as amended, including, but not limited to, the
right to expand the Board of Directors of the Company and each  Subsidiary up to
nine (9) directors to ensure that the Investors  control a majority of each such
Board of Directors  and appoint  individuals  to the  vacancies  created by such
expansions. Any actions by the Investors under the provisions of this Section 10
and any redemption of shares of Preferred Stock as a result of any occurrence of
the events  set forth  herein  shall be  subject to the terms of the  Standstill
Agreement  and shall not be deemed to be a de facto  transfer of control for FCC
purposes  and shall be subject to the  requirements  that the  Company  and each
Subsidiary obtain any necessary FCC approvals for the actions taken hereunder.

SECTION 11.                DEFINITIONS

         Unless the context specifically  requires otherwise,  capitalized terms
used in this Agreement shall have the meaning specified below:

         "Affiliate"  of any Person  means (a) any  Person  which,  directly  or
indirectly,  is in control of, is controlled by, or is under common control with
such Person,  or (b) any Person who is a director or officer (i) of such Person,
(ii) of any subsidiary of such Person or (iii) of any Person described in clause
(a) above. For purposes of this definition, control of a

                                       35

<PAGE>



Person shall mean the power,  direct or indirect,  (i) to vote 5% or more of the
securities  having  ordinary  voting power for the election of directors of such
Person,  or (ii) to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise.

         "Broadcast  Cash  Flow"  means,  with  respect  to any  fiscal  period,
Operating Cash Flow for such period increased by Corporate  Overhead Expense and
cash Taxes paid;  provided however that such Corporate Overhead amount shall not
exceed the maximum permitted under Section 4.2 hereof.

         "Business  Day"  means  any  day  other  than  a  Saturday,  Sunday  or
Massachusetts or federal holiday.

         "Capital  Expenditure" means with respect to any Person any liabilities
incurred  or  expenditures  made  (net of any  casualty  insurance  proceeds  or
condemnation  awards used to replace fixed assets  following a casualty event or
condemnation  with respect thereto) by such Person that, in conformity with GAAP
is required to be accounted  for as a capital  expenditure  on the  consolidated
balance sheet of such Person.

         "Capital  Lease"  means with  respect to any Person any  obligation  in
respect of any lease of any property (whether real,  personal or mixed) that, in
conformity with GAAP, is required to be capitalized on the consolidated  balance
sheet of such  Person  or for  which  the  amount  of the  asset  and  liability
thereunder  should  be  disclosed  in a note  to  such  balance  sheet  as if so
capitalized.

         "Cash Flow Period"  means,  as a separate  period,  each  calendar year
occurring during the term of this Agreement;  provided,  however, that the first
Cash Flow Period  shall  commence on December  31, 1996 and end on December  31,
1997.

         "Common  Equity" means the Common Stock and Non-Voting  Common Stock of
the Company, collectively.

         "Common  Stock" means the voting class A common  stock,  par value $.01
per share, of the Company.

         "Corporate  Overhead  Expense"  means all  general  and  administrative
expenses  incurred  during any fiscal period which are not  associated  with, or
attributable  to, the  particular  operations of one or more of the Stations and
which are  properly  classified  as general and  administrative  expenses on the
Company's   financial   statements,   including   compensation  paid  to  senior
management,  insurance,  rent,  professional  fees,  travel  and  entertainment;
notwithstanding  any GAAP to the  contrary,  Corporate  Overhead  Expense  shall
include all compensation and distributions paid by the Company or the Subsidiary
to or for the benefit of the Management Stockholders or any of their Affiliates.


                                       36

<PAGE>



         "FCC" means the Federal  Communications  Commission  (or any  successor
agency,  commission,  bureau,  department or other political  subdivision of the
United States of America).

         "Indebtedness"  means with respect to any Person,  without duplication,
(i) any  liability,  contingent  or  otherwise,  of such Person (A) for borrowed
money  (whether  or not  recourse of the lender is to the whole of the assets of
such Person or only to a portion thereof), (B) evidenced by a note, debenture or
similar  instrument  (including a purchase money obligation) given in connection
with the acquisition of any property or assets,  (C) for any letter of credit or
performance bond in favor of such Person,  (D) for the payment of money relating
to  a  capitalized  lease  obligation,  or  (E)  any  liability,  contingent  or
otherwise,  of such Person to any other Person for any purchase price associated
with any  acquisition of assets,  business or otherwise  (including any deferred
purchase price,  assumption of  Indebtedness,  noncompetition  payments or other
forms of  consideration);  (ii) any liability of others of the kind described in
the preceding  clause (i), which the Person has guaranteed or which is otherwise
its legal liability,  contingent or otherwise; (iii) any obligation secured by a
Lien to which the property or assets of such Person are subject,  whether or not
the obligations secured thereby shall have been assumed by or shall otherwise be
such  Person's  legal  liability;  (iv) all other items (except items of capital
stock,  capital or paid-in surplus or of retaining earnings) which in accordance
with GAAP,  would be included as a liability on the balance sheet of such Person
on the  date  of  determination;  and  (v)  any  and  all  deferrals,  renewals,
extensions or refinancing  of, or amendments,  modifications  of supplements to,
any liability of the kind  described in any of the preceding  clauses (i), (ii),
(iii) or (iv).

         "Indenture" means the Indenture,  to be dated as of May 15, 1997, among
the Company, the Subsidiary  Guarantors (as defined therein) and the Trustee, as
amended from time to time in accordance with the terms thereof.

         "Independent  Director"  means  any  member  of  the  Company's  or any
Subsidiary's  Board of  Directors  who is not an  employee of the Company or any
Subsidiary,  it being  understood  and agreed that Brian McNeill and Terry Jones
constitute  "Independent  Directors"  hereunder;  provided,  however, that in no
event shall Liggins or Hughes be considered an Independent Director.

         "License  Subsidiary"  means any Subsidiary of the Company organized by
the Company for the sole purpose of holding FCC Licenses.

         "Lien" means any interest in, or claim against, property relating to an
obligation  owed to, or claim by, a Person other than the owner of the property,
whether  such  interest is based on the common  law,  statute or  contract,  and
including but not limited to any security interest lien arising from a mortgage,
encumbrance,  pledge,  conditional sale or trust receipt or a lease, consignment
or bailment for security purposes, any rights of first refusal, charges, claims,
liabilities, limitations, conditions, restrictions or other adverse claims.


                                       37

<PAGE>



         "Net Operating Income" means for any fiscal period,  the net income (or
loss) for such period, (a) excluding any net extraordinary income (or loss), and
income (or loss) arising from barter or trade  transactions for such period, and
(b) after  deducting  all taxes  accrued  during  such period and  reserves  for
amounts then due and payable by the Company.

         "Net Revenues" means gross revenues less agency commissions,  after all
property charges and reserves, as determined in accordance with GAAP.

         "Non-Voting  Common Stock" means the  non-voting  class B common stock,
par value $.01 per share, of the Company.

         "Operating  Cash Flow" means for the Company and its  Subsidiaries on a
consolidated basis for the period involved,  Net Revenues for such period, minus
(a)  operating  expenses  (including,  without  limitation,  costs and  expenses
associated with format changes) for such period as determined in accordance with
GAAP (exclusive of depreciation,  amortization and barter expenses)  incurred or
paid  during  such  period,  (b) cash  Taxes  paid  during  such  period and (c)
Corporate Overhead Expense.  Operating Cash Flow shall not include the effect of
non-cash income or expense  (including the effect of any exchange of advertising
time  for  non-cash  consideration  such as  merchandise,  services  or  program
material),  non-cash losses from  Subsidiaries and any write-up or write-down of
assets or  write-down  of  liabilities  of the Company or its  Subsidiaries,  as
determined  in  accordance  with  GAAP.   Expense   addbacks   relating  to  the
Acquisitions  shall  be  added  to  Operating  Cash  Flow  for the  purposes  of
calculating  minimum  Broadcast  Cash Flow in Sections 4.1 and 10 for the period
following  January  1, 1997  through  the  Closing  in an  amount  not to exceed
$100,000.

         For purposes of calculating  Operating Cash Flow with respect to assets
not owned at all times during the period involved in determining  Operating Cash
Flow, there shall be (a) included the Operating Cash Flow of any assets acquired
during the period involved in such  determination and (b) excluded the Operating
Cash  Flow  of any  assets  disposed  of  during  the  period  involved  in such
determination,  assuming  in each such case that such  assets  are  acquired  or
disposed of, as the case may be, on the first day of such period.

         "Pension  Plan"  shall  mean an  employee  benefit  plan or other  plan
maintained  for the  employees of the Company or WPHI-FM as described in Section
4021(a) of ERISA.

         "Person" means any individual, corporation, partnership, joint venture,
limited  liability  company,  business  trust,  joint  stock  company,  trust or
unincorporated  organization  or any  government  or  any  agency  or  political
subdivision thereof.

         "Regulatory Agency" means the FCC or any other federal,  state or local
agency  which has  jurisdiction  to regulate the  provision  of radio  broadcast
services by the Company.

         "SEC" means the Securities and Exchange Commission.


                                       38

<PAGE>



         "Securities  Act"  means the  Securities  Act of 1933 and the rules and
regulations promulgated thereunder, each as amended from time to time.

         "Senior Debt" means the $7,500,000 aggregate principal amount available
under the Senior Loan  Agreement  and  renewals,  extensions,  and  refinancings
thereof, in accordance with the terms hereof and of the Standstill Agreement.

         "Standstill  Agreement" means the Standstill Agreement,  to be dated as
of the  Closing  Date,  by and  among  the  Trustee,  the  Company,  ROL and the
Investors, as amended or modified from time to time in accordance with the terms
thereof,  which  agreement  shall be  executed  by the  Senior  Lender  upon the
consummation of the Senior Loan Agreement.

         "Subsidiary" or "Subsidiaries" means,  collectively,  ROL and any other
corporation  or  partnership  or  other  entity  of  whose  shares  of  stock or
partnership  interests or other ownership interests having ordinary voting power
(other than stock or other ownership  interests having such power only by reason
of the happening of a contingency)  to elect a majority of the directors of such
corporation,  or other Persons performing similar functions for such entity, are
owned, directly or indirectly, by the Company.

         "Tax"  means any  federal,  state,  local,  or  foreign  income,  gross
receipts,  capital stock,  franchise,  profits,  windfall profits,  withholding,
payroll, social security (or similar), unemployment,  disability, real property,
personal property, stamp, excise, occupation, sales, use, transfer, value added,
alternative minimum,  environmental,  customs,  duties,  estimated or other tax,
including any interest, penalty or addition thereto, whether disputed or not.

         "Tax Returns" means any return, declaration,  report, claim for refund,
or information return or statement relating to Taxes,  including any schedule or
attachment thereto and including any amendment thereof.

         "Trustee"  means United States Trust  Company of New York,  the trustee
under the Indenture.

         The  following  terms shall have the  meanings  assigned to them in the
provisions of this Agreement referred to below:

         Acquisitions  - Preamble  Annual  Meetings - Section  5.9 Base  Balance
         Sheet - Section  2.5  Certificate  - Section  1.1 Closing - Section 1.3
         Closing  Date - Section 1.3 Code - Section  2.12  Communications  Act -
         Section 2.7 Company - Preamble Environmental Law - Section 2.16(d)

                                       39

<PAGE>



         ERISA - Section 2.14(b) Event of Noncompliance - Section 8.1 Exchange -
         Section 1.2 Exchange Act - Section 2.18  Exchange  Agreement - Preamble
         Exchange Warrants - Preamble Existing Senior Credit Facility - Preamble
         FCC  Licenses  - Section  2.7 First  Amendment  to the  Warrantholders'
         Agreement  -  Section  3.1(f)  Hazardous  Material  -  Section  2.16(d)
         Hazardous  Waste - Section 2.16(d) Hughes - Preamble GAAP - Section 2.5
         Good Faith Contested Trade Debt - Section 6.1(d)  Interested  Parties -
         Preamble Investors - Preamble Involuntary Petition - Section 8.1(g) IRS
         - Section  2.12  Issuance  Date - Section 1.3 Key Man Life  Insurance -
         Section 5.8 Licenses - Section 2.6 Liggins - Preamble Loan  Documents -
         Preamble  Management  Stockholders - Preamble Margin Security - Section
         2.18  Margin  Stock - Section  2.18  Moore -  Preamble  New  Stations -
         Preamble  Original Warrants - Preamble PCBs - Section 2.16(a) Permitted
         Investments  - Section  6.4  Permitted  Liens - Section  6.2  Preferred
         Shares - Section  1.1  Preferred  Stock - Preamble  Redemption  Event -
         Section  8.1  SBIA Act -  Section  12.11  SBIA  Rules -  Section  12.11
         Securities  Purchase Agreement - Preamble Senior Indebtedness - Section
         8.1 Senior  Lender - Preamble  Senior  Subordinated  Debt  Financing  -
         Preamble  Senior  Subordinated  Notes - Preamble  Series A Amended  and
         Restated  Warrants - Preamble  Series A Preferred  Investors - Preamble
         Series A Preferred Shares - Section 1.1

                                       40

<PAGE>



         Series A  Preferred  Stock -  Preamble  Series B Amended  and  Restated
         Warrants - Preamble  Series B Preferred  Investors - Preamble  Series B
         Preferred  Shares - Section  1.1  Series B  Preferred  Stock - Preamble
         Stations - Section 2.6  Subordinated  Notes - Preamble  Warrantholders'
         Agreement  - Preamble  Warrants - Preamble  WPHI-FM - Preamble  WPHI-FM
         Acquisition - Preamble WPHI-FM Purchase  Agreement - Preamble WYCB-AM -
         Preamble WYCB-AM Acquisition - Preamble 1940 Act - Section 2.17


SECTION 12.         GENERAL

         12.1  Amendments,  Waivers  and  Consents.  For  the  purposes  of this
Agreement  and all  agreements,  documents  and  instruments  executed  pursuant
hereto, except as otherwise  specifically set forth herein or therein, no course
of dealing  between any  Interested  Party and the Investors and no delay on the
part of any party hereto in exercising any rights  hereunder or thereunder shall
operate  as a waiver of the rights  hereof and  thereof.  No  covenant  or other
provision hereof or thereof may be waived otherwise than by a written instrument
signed by the party so  waiving  such  covenant  or other  provision;  provided,
however,  that except as  otherwise  provided  herein or therein,  changes in or
additions  to, and any  consents  required by this  Agreement  may be made,  and
compliance with any term, covenant,  condition or provision set forth herein may
be omitted or waived  (either  generally or in a particular  instance and either
retroactively or prospectively)  only by a consent or consents in writing signed
by Investors holding a majority of the outstanding shares of Preferred Stock and
the Company.  Unless  otherwise  specifically  stated herein,  any action by the
Investors  hereunder  shall  require the consent of the holders of a majority of
the outstanding shares of Preferred Stock;  provided,  however,  that any action
that   would   result  in  any   Investor   receiving   a  benefit   or  payment
disproportionate   to  their  interest  in  the  Preferred  Stock  or  Warrants,
respectively,  shall require the consent of the other Investor or Investors, and
any action that would result in any Investor or Investors  receiving a burden or
liability  disproportionate  to their  interest  in the  Preferred  Stock or the
Warrants shall require the consent of such disproportionately  burdened Investor
or Investors (in each case with such  benefits,  burdens and  liabilities  being
determined without regard to the individual tax or financial position of each of
the Investors);  and provided  further,  that any amendment that would change or
alter the mandatory  redemption  date,  the dividend  rate, the dividend rate in
event of a breach,  or the redemption terms of the Preferred Stock shall require
the unanimous consent of the Investors; and provided further, that any amendment
to Sections 6.4 or 6.11 shall  require the consent of Investors  holding  eighty
percent (80%) of the

                                       41

<PAGE>



outstanding shares of Preferred Stock; and provided further,  that any amendment
requiring  the consent of the Senior  Lender or the Trustee  under the Indenture
under the Standstill  Agreement  shall not be effective  unless such consent has
been  obtained.  Any  amendment  or  waiver  effected  in  accordance  with this
paragraph  shall be  binding  upon  the  Investors,  all  other  holders  of any
securities  governed  by  this  Agreement  at the  time  outstanding  (including
securities  into which such  securities  have been  converted)  and each  future
holder of all such securities and the Interested Parties.

         With respect to any action hereunder  requiring the consent or approval
of the  Investors,  if the  Preferred  Stock has been  redeemed  in full for any
reason, such action shall then require the consent or approval of Investors that
held,  immediately  prior to such  redemption,  at least that  percentage of the
outstanding shares of Preferred Stock that would otherwise have been required to
secure the consent or approval of such action under the terms of this Agreement.

         12.2   Survival   of   Covenants,   Representations   and   Warranties;
Assignability  of  Rights.  All  covenants,   agreements,   representations  and
warranties  of the  Interested  Parties  made  herein  and in the  certificates,
exhibits or schedules  delivered or  furnished  to the  Investors in  connection
herewith shall be deemed  material and to have been relied upon by the Investors
and, except as provided otherwise in this Agreement,  shall survive the delivery
of the Preferred  Shares and shall bind the Interested  Parties'  successors and
assigns,  whether so expressed or not, and, except as provided otherwise in this
Agreement, all such covenants, agreements,  representations and warranties shall
inure to the  benefit  of the  Investors'  successors  and  assigns,  whether so
expressed  or not.  Any  representation  or warranty  that is  qualified  by the
knowledge  of the Company or ROL shall mean that no member of senior  management
of  the  Company  or  ROL,  as  appropriate,   has  actual  knowledge  that  the
representation or warranty that is so qualified is untrue.

         12.3       Governing Law; Jurisdiction; Venue.  THIS AGREEMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER,  AND SHALL BE CONSTRUED IN ACCORDANCE  WITH,
THE LAWS OF THE  COMMONWEALTH  OF  MASSACHUSETTS.  EACH OF THE INVESTORS AND THE
INTERESTED PARTIES HEREBY  REPRESENTS,  WARRANTS AND AGREES THAT THE NEGOTIATION
OF THIS  AGREEMENT  AND THE EXCHANGE OF THE PREFERRED  SHARES  HEREUNDER AND ALL
OTHER PRINCIPAL  TRANSACTIONS  BETWEEN THE INVESTORS AND THE INTERESTED  PARTIES
HAVE TAKEN PLACE IN THE  COMMONWEALTH OF  MASSACHUSETTS.  EACH OF THE INTERESTED
PARTIES HEREBY  ACKNOWLEDGES THAT IT HAS CAREFULLY  REVIEWED AND UNDERSTANDS THE
TERMS OF THIS  AGREEMENT AND THE PREFERRED  SHARES,  HAS OBTAINED AND CONSIDERED
THE ADVICE OF COUNSEL WITH RESPECT TO SUCH TERMS AND HAS HAD AN  OPPORTUNITY  TO
FULLY NEGOTIATE SUCH TERMS.  Each Interested  Party hereby agrees that the state
and federal courts of the Commonwealth of Massachusetts or, at the option of the
Investors,  as  appropriate,   any  other  court  in  which  the  Investors,  as
appropriate,  shall initiate legal or equitable proceedings,  to the extent such
court

                                       42

<PAGE>



otherwise has  jurisdiction,  shall have  jurisdiction to hear and determine any
claims or disputes  between the Investors,  as  appropriate,  and any Interested
Party  pertaining  directly or indirectly to this  agreement and all  documents,
instruments and agreements  executed  pursuant hereto,  or to any matter arising
therefrom  (unless  otherwise  expressly  provided for  therein).  To the extent
permitted by law, each Interested Party hereby expressly submits and consents in
advance  to such  jurisdiction  in any  action or  proceeding  commenced  by the
Investors  in any of such  courts,  and agrees that  service of such summons and
complaint or other process or papers may be made by registered or certified mail
addressed  to such  Interested  Party at the address to which  notices are to be
sent pursuant to this  Agreement.  Each  Interested  Party waives any claim that
Boston,  Massachusetts  is an  inconvenient  forum or an improper forum based on
lack of venue.  To the extent  permitted by law,  should any  Interested  Party,
after being so served  fail to appear or answer to any  summons,  complaint,  or
process  or papers so served  within 30 days  after the  mailing  thereof,  such
Interested  Party shall be deemed in default and an order and/or judgment may be
entered by the  Investors,  as  appropriate,  against such  Interested  Party as
demanded  or prayed for in such  summons,  complaint,  process  or  papers.  The
exclusive  choice of forum set forth in this Section 12.3 shall not be deemed to
preclude the enforcement of any judgment obtained in such forum or the taking of
any action to enforce the same in any other appropriate jurisdiction.

         12.4  Section Headings. The descriptive headings in this Agreement have
been inserted for convenience only and shall not be deemed to limit or otherwise
affect the construction of any provision hereof.

         12.5  Representations  and  Covenants of the  Investors.  The Investors
represent that they are acquiring the Preferred Shares for their own account for
investment  only and not with a view to, or the  intention of,  distributing  or
reselling  such  Preferred  Shares or any part thereof  other than pursuant to a
registration  statement  under the  Securities  Act or an exemption  thereunder,
without  prejudice,  however,  to  their  right  (subject  to the  terms  of the
Preferred Stock and this Agreement) at all times to sell or otherwise dispose of
all or any part of the Preferred  Shares  pursuant to a  registration  under the
Securities Act, or an exemption from such registration.

         The  Investors  have such  knowledge  and  experience  in financial and
business  matters that they are capable of evaluating the merits and risks of an
investment in the Preferred  Shares and making an informed  investment  decision
with respect thereto.

         The  Investors  have had the  opportunity  to ask questions and receive
written  answers  concerning  the terms and  conditions  of the  offering of the
Preferred Shares purchased  hereunder,  as well as the opportunity to obtain any
additional information necessary to verify the accuracy of information furnished
in  connection  with such  offering  which the Company  possesses or can acquire
without unreasonable effort or expense.

         Each Investor is either:   (i)  a bank as defined in Section 3(a)(2) of
the Securities Act, (ii) a savings and loan association or other  institution as
defined in Section  3(a)(5)(A) of the  Securities  Act,  (iii) a Small  Business
Investment Company licensed by the U.S. Small

                                       43

<PAGE>



Business  Administration  under  Section  301(c)  or (d) of the  Small  Business
Investment Act of 1958, (iv) a corporation,  Massachusetts  or similar  business
Trust,  or  partnership  not formed for the specific  purpose of  acquiring  the
Preferred  Shares,  with  total  assets in excess of  $5,000,000,  (v) a natural
person whose individual net worth, or joint net worth with that person's spouse,
at the time of his or her purchase exceeds $1,000,000,  or (vi) a natural person
who had an  individual  income  in excess  of  $200,000  in each of the two most
recent years or joint income with that person's  spouse in excess of $300,000 in
each of those years and has a reasonable expectation of reaching the same income
level in the current year.

         Each  Investor  hereby  agrees to execute and  deliver  the  Standstill
Agreement substantially in the form of Exhibit F hereto at the Closing.

         12.6 Notices and Demands.  Any notice or demand which, by any provision
of this Agreement or any  agreement,  document or instrument  executed  pursuant
hereto or thereto, except as otherwise provided therein, is required or provided
to be given  shall be  deemed  to have been  sufficiently  given or  served  and
received for all purposes three days after being sent by certified or registered
mail,  postage and charges  prepaid,  return  receipt  requested,  or by express
delivery providing receipt of delivery, to the following addresses:

         If to the Company or ROL to:

                    Radio One, Inc.
                    4001 Nebraska Avenue, N.W.
                    Washington, D.C.  20016
                    Attention:  Alfred C. Liggins

         With a copy to:

                    Kirkland & Ellis
                    655 Fifteenth Street, N.W.
                    Washington, D.C. 20005
                    Attention: Richard L. Perkal, Esq.

         If to the Series B Preferred Investors to:

                    Alta Subordinated Debt Partners III, L.P.
                    c/o Burr, Egan, Deleage & Co.
                    One Post Office Square
                    Boston, MA  02109
                    Attention:  Brian W. McNeill


                                       44

<PAGE>



                    BancBoston Investments Inc.
                    175 Federal Street
                    10th Floor
                    Boston, MA  02110
                    Attention:  Sanford Anstey

                    Grant M. Wilson
                    201 Concord Street
                    Carlisle, MA 01741

         With copies to:

                    Goodwin, Procter & Hoar  LLP
                    Exchange Place
                    Boston, MA 02109
                    Attention:  John J. Egan III, Esq.

                    Ropes & Gray
                    One International Place
                    Boston, MA  02110
                    Attention: Winthrop G. Minot, Esq.

         If to the Series A Preferred Investors:

                    Syncom Capital Corporation
                    8401 Colesville Road, Suite 300
                    Silver Spring, MD 20910
                    Attention:  Terry L. Jones

                    Alliance Enterprise Corporation
                    12655 N. Central Expwy.
                    Suite 700
                    Dallas, TX 75243
                    Attention: Davakar Kamath

                    Greater Philadelphia Venture Capital Corporation, Inc.
                    351 E. Connestoga Road
                    Wayne, PA 19087
                    Attention:  Fred Choate

                    Opportunity Capital Corporation
                    2201 Walnut Avenue, Suite 210
                    Freemont, CA 94538
                    Attention:  J. Peter Thompson


                                       45

<PAGE>



                    Capital Dimensions Venture Fund, Inc.
                    2 Appletree Square #335-T
                    Minneapolis, MN 55425-1637
                    Attention:  Dean Pickerell

                    TSG Ventures Inc.
                    177 Broad Street, 12th Floor
                    Stamford, CT 06901
                    Attention: Duane Hill

                    Fulcrum Venture Capital Corporation
                    300 Corporate Point
                    Suite 380
                    Culver City, CA 90230
                    Attention: Brian E. Argrett

or at any other address designated by any party to this Agreement to each of the
other parties in writing;  and if to an assignee of an Investor,  to its address
as designated to the Company in writing.

         12.7 Counterparts. This Agreement may be executed simultaneously in any
number of  counterparts,  each of which when so executed and delivered  shall be
taken to be an original; but such counterparts shall together constitute but one
and the same document.

         12.8 Severability.  Whenever possible, each provision of this Agreement
shall be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable  law,  but if  any  provision  of  this  Agreement  shall  be  deemed
prohibited  or invalid  under  such  applicable  law,  such  provision  shall be
ineffective  to  the  extent  of  such  prohibition  or  invalidity,   and  such
prohibition  or invalidity  shall not invalidate the remainder of such provision
or the other provisions or this Agreement.

         12.9       Expenses.

                    (a) The Company shall pay all costs and expenses,  including
without  limitation  accounting  fees, due diligence costs and reasonable  legal
fees,  expenses,  and  disbursements  of  Goodwin,  Procter & Hoar LLP  (special
counsel  for  the  Investors),  Ropes & Gray  (special  counsel  for  BancBoston
Investments Inc.) and the special Small Business  Investment  Company counsel to
the Series A Preferred  Investors,  if any,  that the  Investors and the Company
incur in connection with the negotiation, execution, delivery and performance of
this  Agreement.  The Company and ROL shall indemnify and hold the Investors (on
an  after-Tax  basis)  (including  their  Affiliates,  partners,  employees  and
controlling persons) harmless from and against any and all claims,  liabilities,
losses,  damages  and  expenses  which  may be or  have  been  incurred  by them
(including  the fees of counsel) to the extent  that such  claims,  liabilities,
losses, damages and expenses relate to, arise out of, or

                                       46

<PAGE>



result from the negotiations relating to, or transactions  contemplated by, this
Agreement, including without limitation the Senior Subordinated Debt Financing.

                    (b) The Company and the  Investors  have agreed to treat the
Exchange  as a  non-reportable,  non-taxable  transaction.  The  Company and the
Investors agree that the fair market value of the Preferred Stock on the date of
the  Exchange  will be equal to the face  amount of such  Preferred  Stock.  The
Company and ROL shall  indemnify and hold the Investors (on an after-Tax  basis)
(including  their  Affiliates,  partners,  employees  and  controlling  persons)
harmless from and against any and all Tax liabilities that arise as a result of:
(i) the  Exchange or from any other  transaction  contemplated  herein;  (ii) an
adverse  determination  by a taxing  authority that the fair market value of the
Preferred  Stock on the date of the  Exchange  was less than the face  amount of
such Preferred  Stock; or (iii) an adverse  determination  by a taxing authority
that a redemption of the principal amount of such Preferred Stock was a dividend
for tax purposes.  In the event:  (i) the Company and ROL are required to make a
payment  under the  provisions of this Section  12.9(b) (a "Tax  Indemnification
Payment"),  (ii) such Investor or Affiliate later sells,  exchanges or otherwise
disposes of Preferred  Stock (or any securities that may be issued in respect of
or in exchange therefor) in a taxable transaction and (iii) the Taxes payable by
such seller with respect to such sale, exchange or disposition are less than the
Taxes that would have been payable had no Tax Indemnification  Payment ever been
required  (the  difference  between the Taxes  payable and those that would have
been  payable in the absence of a previous  Tax  Indemnification  Payment,  "Tax
Savings");  then the Investor or Affiliate, as the case may be, shall pay to the
Company and ROL, as the case may be, the amount of such Tax  Savings;  provided,
however,  that the amount of Tax Savings required to be paid by any Investor and
its  Affiliates  pursuant  to this  sentence  shall not exceed the amount of Tax
Indemnification   Payments   previously   received  by  such  Investor  and  its
Affiliates.

         12.10  Confidentiality.  The  Investors  agree not to disclose to third
parties any  confidential  or proprietary  information  furnished to them by the
Company under this Agreement,  except for information which (a) is in the public
domain,  or enters the public  domain other than by such party's  breach of this
Agreement,  (b) was known to such party prior to its  disclosure by the Company,
(c) is required to be disclosed by applicable laws or regulations or by order of
any  governmental  agency or authority  having  competent  jurisdiction,  or (d)
constitutes summary financial or descriptive business  information  disclosed by
such party which is an  investment  fund as part of its  regular  reports to its
partners.

         12.11      Regulation and Civil Rights.

                    (a) The Series A Preferred  Investors are Specialized  Small
Business Investment Companies and are regulated by the Small Business Investment
Act of 1958, as amended (the "SBIA Act") and the various regulations promulgated
pursuant to the SBIA Act (together  with the SBIA Act, the "SBIA  Rules").  With
respect to the Series A Preferred  Investors,  this  Agreement and the Preferred
Shares issued  hereunder  shall be interpreted in conformity with the SBIA Rules
and any provision or term of this Agreement or the

                                       47

<PAGE>



Preferred  Shares which may be deemed to conflict with any of the  provisions of
the SBIA Rules shall be construed so as to not conflict  therewith  and shall be
subject to any limitations or requirements of such SBIA Rules.

                    (b) The  Company  shall  comply with the  provisions  of the
Civil Rights Act of 1964 and file with or make  available to each  Investor such
information  as may be necessary to enable such  Investor to meet its  reporting
requirements to the Small Business Administration.

         12.12  Termination.  As of the Closing Date,  the  Securities  Purchase
Agreement (other than Sections 1.3(b), 12.2 (with respect to representations and
warranties  only),  12.3 and 12.9 and for definitional  purposes with respect to
the Warrantholders' Agreement and the Amended and Restated Warrant Certificates)
and all related security  interests and agreements  related thereto  (including,
without limitation,  the Guaranty, dated as of June 6, 1995, by the subsidiaries
of the Company  then  existing  in favor of the  Investors  and the  Shareholder
Pledge  Agreement,  dated as of June 6, 1995, by the Management  Stockholders in
favor of the  Investors)  are hereby  terminated,  and of no  further  force and
effect,  and each of the parties  thereto  hereby  forever  releases each of the
other parties from any liability arising  thereunder (other than with respect to
Sections 1.3(b),  12.2 (with respect to  representations  and warranties  only),
12.3 and 12.9 of the  Securities  Purchase  Agreement),  under the  Subordinated
Notes, or under any security interest or agreement related thereto. In addition,
the  Investors  agree to execute such other  instruments  and documents and take
such  other  actions  as may be  reasonably  requested  by  the  Company  or the
Management Stockholders to evidence the release of such security interests.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       48

<PAGE>



         IN WITNESS  WHEREOF,  the  undersigned  have  executed  this  Preferred
Stockholders'  Agreement  as a sealed  instrument  as of the day and year  first
above written.

                          COMPANY:

                          RADIO ONE, INC.

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

                          SUBSIDIARY:
 
                          RADIO ONE LICENSES, INC.

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


















              [Signature Page to Preferred Stockholders' Agreement]

                           [Signature Pages Continue]


                                       S-1

<PAGE>



                          SERIES B PREFERRED INVESTORS:

                             ALTA SUBORDINATED DEBT
                               PARTNERS III, L.P.

                          By:    Alta Subordinated Debt
                                 Management III, L.P., its
                                 General Partner

                          By: /s/ Eileen McCarthy
                              -----------------------------
                                 Name: Eileen McCarthy
                                 Title:

                          BANCBOSTON INVESTMENTS INC.


                          By: /s/ Lars A. Swanson
                              ----------------------------
                                 Name:  Lars A. Swanson
                                 Title:  Vice President


                          /s/ Grant M. Wilson
                          --------------------------------
                          Grant M. Wilson, individually













              [Signature Page to Preferred Stockholders' Agreement]

                           [Signature Pages Continue]



                                       S-2

<PAGE>



                          SERIES A PREFERRED INVESTORS:

                           SYNCOM CAPITAL CORPORATION


                          By: /s/ Terry L. Jones
                              --------------------------------
                                 Name: Terry L. Jones
                                 Title: President


                         ALLIANCE ENTERPRISE CORPORATION


                          By: /s/ Divakar Kamath
                              -------------------------------
                                 Name: Divakar Kamath
                                 Title: Executive Vice President


                          GREATER PHILADELPHIA VENTURE
                            CAPITAL CORPORATION, INC.


                          By: /s/ Fred G. Choate
                              -------------------------------
                                 Name: Fred G. Choate
                                 Title: Manager


                         OPPORTUNITY CAPITAL CORPORATION


                          By: /s/ J.P. Thompson
                              -------------------------------
                                 Name: J. Peter Thompson
                                 Title: President


              [Signature Page to Preferred Stockholders' Agreement]


                           [Signature Pages Continue]




                                       S-3

<PAGE>



                         CAPITAL DIMENSIONS VENTURE
                                FUND, INC.


                          By: /s/ Dean Pickerell
                              ---------------------------------
                                 Name: Dean Pickerell
                                 Title: President


                          TSG VENTURES INC.


                          By: /s/ Duane E. Hill
                              ---------------------------------
                                 Name: Duane E. Hill
                                 Title: Principal


                         FULCRUM VENTURE CAPITAL
                                CORPORATION


                          By: /s/ Brian Argrett
                              ---------------------------------
                                 Name: Brian Argrett
                                 Title: President












              [Signature Page to Preferred Stockholders' Agreement]

                           [Signature Pages Continue]



                                       S-4

<PAGE>



                            MANAGEMENT STOCKHOLDERS:


                         /s/ Alfred C. Liggins
                         --------------------------------
                         Alfred C. Liggins, individually


                         /s/ Catherine L. Hughes
                         --------------------------------
                         Catherine L. Hughes, individually


                         /s/ Jerry A. Moore
                         --------------------------------
                         Jerry A. Moore III, individually























              [Signature Page to Preferred Stockholders' Agreement]



                                       S-5

<PAGE>



                                   APPENDIX A



                    ADDITIONAL PERMITTED CAPITAL EXPENDITURES






<PAGE>

<TABLE>
<CAPTION>

                                                    Schedule A

                                                                                        Number of Shares
                                                                                           of Series A
                                                                                         Preferred Stock
                                                                                         (if the Closing
                  Series A Preferred Investors                                          occurs on 5/19/97)
<S>                                                                                  <C>
Syncom Capital Corporation                                                                   13,595.69

Alliance Enterprise Corporation                                                               9,126.55

Greater Philadelphia Venture Capital Corporation, Inc.                                        2,359.67

Opportunity Capital Corporation                                                               4,872.30

Capital Dimensions Venture Fund, Inc.                                                        37,258.14

TSG Ventures Inc.                                                                             7,980.59

Fulcrum Venture Capital Corporation                                                           9,650.09

                                                                       Total:                84,843.03

                                                                                        Number of Shares
                                                                                           of Series B
                                                                                         Preferred Stock
                                                                                         (if the Closing
                  Series B Preferred Investors                                         occurs on 5/19/97)

Alta Subordinated Debt Partners III, L.P.                                                   72,139.57

BancBoston Investments Inc.                                                                 49,249.44

Grant M. Wilson                                                                              3,078.09

                                                                       Total:              124,467.10

Number of Shares of Preferred Stock Per
Diem if the Closing occurs after 5/19/97                                                        77.20
                                                                                          --------------
</TABLE>


                                       B-1

