
                                                                  EXECUTION COPY


                                   $85,478,000
                                 RADIO ONE, INC.
                     12% Senior Subordinated Notes Due 2004


                               PURCHASE AGREEMENT


                                                                    May 14, 1997



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



Dear Sirs:

                  1. Introductory.  Radio One, Inc., a Delaware corporation (the
"Issuer"), proposes, subject to the terms and conditions stated herein, to issue
and sell to the  several  initial  purchasers  named in  Schedule A hereto  (the
"Initial  Purchasers")  U.S.$85,478,000  principal amount at maturity of its 12%
Senior   Subordinated   Notes  due  2004  (the  "Offered   Securities")   to  be
unconditionally  guaranteed on a senior subordinated basis (the "Guarantees") by
Radio One Licenses,  Inc., a Delaware  corporation and a wholly owned subsidiary
of the Issuer, and all future Subsidiary Guarantors (as defined in the Indenture
referred to below) (collectively, the "Guarantors"). The Offered Securities will
be issued under an indenture dated as of May 15, 1997 (the  "Indenture"),  among
the Issuer,  the Guarantors named therein and United States Trust Company of New
York, as Trustee.

                  This  Agreement,   the  Indenture,   the  Registration  Rights
Agreement   referred  to  below  and  each  Guarantee  are  referred  to  herein
collectively as the "Operative  Documents".  The Issuer, each Guarantor and each
other  subsidiary  of the  Issuer  are  referred  to  herein  individually  as a
"Relevant Party" and collectively as the "Relevant Parties".




<PAGE>
                                                                               2


                  The Issuer and the  Guarantors  hereby  agree with the several
Initial Purchasers as follows:

                  2.  Representations  and Warranties of the Issuer.  The Issuer
and the Guarantors represent and warrant to, and agree with, the several Initial
Purchasers that:

                  (a) A confidential  preliminary  offering circular dated March
26, 1997 (the  "Preliminary  Offering  Circular")  and a  confidential  offering
circular  dated May 14, 1997 (the  "Final  Offering  Circular")  relating to the
Offered  Securities have been prepared by the Issuer.  The Preliminary  Offering
Circular and the Final Offering Circular are hereinafter  collectively  referred
to as the "Offering  Document".  The Preliminary Offering Circular and the Final
Offering  Circular,  as of their  respective  dates,  do not  include any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not misleading.  The preceding  sentence does not apply to
statements  in or  omissions  from the  Offering  Document  based  upon  written
information  furnished  to the Issuer by any Initial  Purchaser  through  Credit
Suisse First Boston Corporation ("CSFBC") specifically for use therein, it being
understood  and agreed that the only such  information is that described as such
in Section 7(b). The information (the "Additional Issuer Information")  required
to be delivered to holders and prospective  purchasers of the Offered Securities
pursuant to Section 4.02 of the Indenture and in accordance with Rule 144A(d)(4)
under the Securities Act of 1933, as amended (the  "Securities  Act"),  does not
include any untrue  statement  of a material  fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                  (b) The Issuer has been duly  incorporated  and is an existing
corporation in good standing under the laws of the State of Delaware, with power
and  authority  (corporate  and other) to own its  properties  and  conduct  its
business as described in the Offering Document; and the Issuer is duly qualified
to  do  business  as a  foreign  corporation  in  good  standing  in  all  other
jurisdictions  in which its ownership or lease of property or the conduct of its
business requires such qualification, except where the failure to so qualify and
be in good standing could not reasonably be expected to have a material  adverse
effect on the condition (financial or other), business, properties or results of
operations  of the  Relevant  Parties  taken  as a whole  (a  "Material  Adverse
Effect").

<PAGE>
                                                                               3



                  (c) The Issuer has an authorized  capitalization  as set forth
in the  Offering  Document  and all the issued  shares of  capital  stock of the
Issuer  have been duly  authorized  and  validly  issued  and are fully paid and
non-assessable.  The  capital  stock  of the  Issuer  conforms  in all  material
respects to the description thereof contained in the Offering Document.

                  (d) Each  subsidiary of the Issuer has been duly organized and
is validly  existing in good standing under the laws of the  jurisdiction of its
organization,  with  power  and  authority  (corporate  and  other)  to own  its
properties and conduct its business as described in the Offering  Document;  and
each  subsidiary of the Issuer is duly qualified to do business in good standing
in all other  jurisdictions  in which its  ownership or lease of property or the
conduct of its business requires such qualification  except where the failure to
so qualify and be in good  standing  could not  reasonably be expected to have a
Material Adverse Effect; all of the issued and outstanding capital stock of each
subsidiary  of the Issuer that is a  corporation  has been duly  authorized  and
validly  issued and is fully paid and  nonassessable;  and the capital  stock or
equity  interests of each  subsidiary  owned by the Issuer,  directly or through
subsidiaries,  is owned free from liens,  encumbrances  and  defects,  except as
otherwise described in the Offering Document.

                  (e) The Indenture  has been duly  authorized by the Issuer and
the Guarantors;  the Offered Securities have been duly authorized by the Issuer;
each Guarantee has been duly  authorized by each Guarantor party to it; and when
the Offered  Securities are delivered and paid for pursuant to this Agreement on
the Closing Date (as defined below),  the Indenture will have been duly executed
and delivered by the Issuer and the  Guarantors,  such Offered  Securities  will
have been duly executed, authenticated, issued and delivered and will conform to
the description thereof contained in the Offering Document,  each Guarantee will
have been duly executed and delivered by each Guarantor  party thereto,  and the
Indenture,  each Guarantee and such Offered Securities will constitute valid and
legally  binding  obligations of the Issuer and the  Guarantors,  enforceable in
accordance  with their  terms,  subject to  bankruptcy,  insolvency,  fraudulent
transfer,  reorganization,  moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

                  (f) The Registration  Rights Agreement dated May 14, 1997 (the
"Registration  Rights  Agreement"),  among the Issuer,  the  Guarantors  and the
Initial Purchasers, has

<PAGE>
                                                                               4


been duly  authorized,  executed  and  delivered  by each of the  Issuer and the
Guarantors  and conforms in all  material  respects to the  description  thereof
contained  in  the  Offering   Document.   The  Registration   Rights  Agreement
constitutes  a valid and  legally  binding  obligation  of the  Issuer  and each
Guarantor and is enforceable in accordance with its terms.

                  (g) This  Agreement  has been duly  authorized,  executed  and
delivered by the Issuer and the Guarantors.

                  (h)  There  are no  contracts,  agreements  or  understandings
between the Issuer and any person that would give rise to a valid claim  against
the Issuer or any Initial Purchaser for a brokerage commission,  finder's fee or
other like  payment in  connection  with the  issuance  and sale of the  Offered
Securities other than the Initial Purchasers.

                  (i) No  consent,  approval,  authorization,  or order  of,  or
filing with,  any  governmental  agency or body or any court is required for the
consummation of the transactions  contemplated by the Operative  Documents or in
connection  with the issuance and sale of the Offered  Securities by the Issuer,
except  such as have  been  obtained  or made or as may be  required  under  the
Securities Act and the rules and  regulations of the Commission  thereunder with
respect to the Registration  Rights Agreement and the transactions  contemplated
thereunder  and such as may be  required by  securities  or blue sky laws of the
various states of the United States.

                  (j) The  execution,  delivery and  performance  by each of the
Issuer and the Guarantors of the Operative  Documents to which it is a party and
the issuance and sale of the Offered  Securities and  compliance  with the terms
and provisions of the Operative Documents and the Offered  Securities,  will not
result  in a breach or  violation  of any of the  terms  and  provisions  of, or
constitute a default under,  any statute,  any rule,  regulation or order of any
governmental  agency  or  body  or  any  court,  domestic  or  foreign,   having
jurisdiction over any Relevant Party or any of their respective  properties,  or
any agreement or  instrument to which any Relevant  Party is a party or by which
any Relevant  Party is bound or to which any of the  properties  of any Relevant
Party is subject except for any breaches or violations that could not reasonably
be  expected,  individually  or in the  aggregate,  to have a  Material  Adverse
Effect,  or the charter or by-laws of any  Relevant  Party.  The Issuer and each
Guarantor has full power and authority to authorize,  issue and sell the Offered

<PAGE>
                                                                               5


Securities and the Guarantees, respectively, as contemplated by this Agreement.

                  (k) The Preferred  Stockholders' Agreement dated as of May 14,
1997 (the "Preferred  Stockholders'  Agreement") has been executed and delivered
by the Issuer,  each Guarantor and each holder of the Issuer's  outstanding  15%
Subordinated  Promissory  Notes due 2003  (together  with all  accrued  interest
thereon, the "Existing Notes").

                  (l) No  consent,  approval,  authorization,  or order  of,  or
filing  with,  any  governmental  agency or any court is required  under  United
States federal or state laws for the consummation of the Existing Notes Exchange
(as defined below) or the Philadelphia Acquisition (as defined below).

                  (m) Except as disclosed in the Offering Document, the Relevant
Parties have good and marketable  title to all material real properties and good
and valid title to all other  material  properties  and assets owned by them, in
each case free from liens, encumbrances and defects that would materially affect
the  value  thereof  or  materially  interfere  with  the use made or to be made
thereof by them;  and the  Relevant  Parties  hold any leased  real or  personal
property  under  valid and  enforceable  leases  with no  exceptions  that would
materially interfere with the use made or to be made thereof by them.

                  (n)  The  Relevant  Parties  possess  adequate   certificates,
authorities or permits issued by  appropriate  governmental  agencies or bodies,
other than the Federal  Communications  Commission  (the  "FCC"),  necessary  to
conduct the  business  now  operated by them and have not received any notice of
proceedings  relating to the revocation or modification of any such certificate,
authority or permit that, if determined  adversely to any Relevant Party,  would
individually or in the aggregate have a Material Adverse Effect.

                  (o) Schedule B hereto contains a true and complete list of all
the licenses,  permits and authorizations (the "Licenses") obtained from the FCC
which the Issuer directly,  or indirectly  through its subsidiaries,  holds with
respect to the radio stations (the "Stations")  owned or operated by the Issuer,
directly  or  indirectly  through  its  subsidiaries.  The  Issuer,  directly or
indirectly  through its  subsidiaries,  is the  authorized  legal  holder of the
Licenses  listed in Schedule B, none of which is subject to any  restrictions or
conditions other than on the face of the Licenses or those generally  applicable
to the  operations of the Stations that would limit in any

<PAGE>
                                                                               6


material respect the full operation of the Stations as currently operated. There
are no applications, complaints, or proceedings pending or, to the Issuer's best
knowledge,  threatened as of the date hereof and the Closing Date before the FCC
relating to the business or operations  of the Stations,  except as disclosed in
Schedule C hereto.  No  proceedings,  other than those  affecting  the broadcast
industry generally,  are pending or, to the Issuer's best knowledge,  threatened
which may result in the revocation,  modification,  non-renewal or suspension of
any of the Licenses listed in Schedule B, the denial of any pending application,
the issuance of any cease and desist order, the imposition of any administrative
action by the FCC or any other governmental or regulatory authority with respect
to the  Licenses  listed in Schedule B, except as  disclosed  in Schedule C. The
Issuer has no reason to believe that the Licenses  listed in Schedule B will not
be  renewed  in their  ordinary  course,  and all  material  reports,  forms and
statements  required to be filed with the FCC with respect to the Stations since
the grant of the last renewal of the Stations'  Licenses  issued by the FCC have
been filed and were  complete and accurate in all material  respects when filed.
The Licenses  listed in Schedule B, or  extensions or renewals  thereof,  are in
full  force  and  effect  and are  unimpaired  by any acts or  omissions  of any
Relevant Party.

                  (p) As of the date hereof and the Closing  Date,  the Stations
are operating in material compliance with all applicable requirements of the FCC
and the Stations are not under any special or temporary  authority  with respect
to their operations.

                  (q) Each  Relevant  Party is in material  compliance  with the
Communications Act of 1934 as amended (the "Communications Act") and all written
rules,  regulations  and  policies of the FCC  applicable  to the conduct of the
business and  operations of the Stations.  As of the date hereof and the Closing
Date, the use of the assets of the Stations does not violate the  Communications
Act and any written rules, regulations or policies of the FCC, except where such
violation could not reasonably be expected to have a Material Adverse Effect.

                  (r) As of the  date  hereof  and the  Closing  Date,  no labor
dispute with the employees of any Relevant  Party exists or, to the knowledge of
any Relevant Party, is imminent that might have a Material Adverse Effect.

                  (s) The  Relevant  Parties  own,  possess  or can  acquire  on
reasonable  terms  adequate   trademarks,   trade  names  and  other  rights  to
inventions, know-how, patents,

<PAGE>
                                                                               7


copyrights,   confidential   information   and   other   intellectual   property
(collectively, "intellectual property rights") necessary to conduct the business
now operated by them, or presently  employed by them,  and have not received any
notice of  infringement  of or  conflict  with  asserted  rights of others  with
respect to any intellectual property rights that, if determined adversely to any
Relevant Party,  would  individually or in the aggregate have a Material Adverse
Effect.

                  (t) No Relevant  Party is in  violation  of any  statute,  any
rule,  regulation,  decision or order of any governmental  agency or body or any
court,  domestic  or  foreign,  relating  to the use,  disposal  or  release  of
hazardous or toxic  substances or relating to the  protection or  restoration of
the   environment   or  human   exposure  to  hazardous   or  toxic   substances
(collectively,  "environmental  laws"),  owns  or  operates  any  real  property
contaminated  with any substance that is subject to any  environmental  laws, is
liable for any off-site disposal or contamination  pursuant to any environmental
laws,  or is subject to any claim  relating  to any  environmental  laws,  which
violation,  contamination,  liability  or  claim  would  individually  or in the
aggregate have a Material Adverse Effect;  and no Relevant Party is aware of any
pending investigation which might lead to such a claim.

                  (u) There are no pending actions, suits or proceedings against
or affecting any Relevant Party or any of their  respective  properties that, if
determined  adversely  to  any  Relevant  Party,  would  individually  or in the
aggregate  have a Material  Adverse  Effect,  or would  materially and adversely
affect the ability of any Relevant  Party to perform its  obligations  under any
Operative  Document to which it is a party,  or which are otherwise  material in
the context of the sale of the Offered Securities; and no such actions, suits or
proceedings are threatened or contemplated.

                  (v) The financial statements included in the Offering Document
present fairly in all material respects the financial position of the Issuer and
its consolidated  subsidiaries  and, to the best knowledge of the Issuer,  Jarad
Broadcasting  Company of Pennsylvania  Inc.  ("Jarad") as of the dates shown and
their  results of  operations  and cash flows for the  periods  shown,  and such
financial  statements  have  been  prepared  in  conformity  with the  generally
accepted  accounting  principles  in the United  States  applied on a consistent
basis; and the assumptions used in preparing the pro forma financial  statements
included in the Offering  Document provide a reasonable basis for presenting the

<PAGE>
                                                                               8


significant  effects  directly   attributable  to  the  transactions  or  events
described therein,  the related pro forma adjustments give appropriate effect to
those  assumptions  and  the  pro  forma  columns  therein  reflect  the  proper
application  of those  adjustments  to the  corresponding  historical  financial
statement  amounts.  To the best  knowledge  of the  Issuer,  the  Statement  of
Operations relating to WYCB-AM included in the Offering Document presents fairly
in all material respects the information contained therein.

                  (w) Since the date of the latest audited financial  statements
included in the Offering Document there has been no material adverse change, nor
any development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties or results of operations of
the Relevant  Parties taken as a whole,  or Jarad and there has been no dividend
or distribution of any kind declared, paid or made by the Issuer on any class of
its capital stock.

                  (x) The Issuer is not an  open-end  investment  company,  unit
investment trust or face-amount certificate company that is or is required to be
registered under Section 8 of the United States  Investment  Company Act of 1940
(the  "Investment  Company  Act"),  nor is it a  closed-end  investment  company
required to be registered, but not registered, thereunder; and the Issuer is not
and, after giving effect to the offering and sale of the Offered  Securities and
the application of the proceeds  thereof as described in the Offering  Document,
will not be an "investment company" as defined in the Investment Company Act.

                  (y) No  securities  of the same class  (within  the meaning of
Rule 144A(d)(3)  under the Securities Act) as the Offered  Securities are listed
on any national  securities  exchange  registered  under Section 6 of the United
States Securities  Exchange Act of 1934 (the "Exchange Act") or quoted in a U.S.
automated inter-dealer quotation system.

                  (z) Assuming that the representations and warranties set forth
in  Section 4 hereof  are true and  correct,  the offer and sale of the  Offered
Securities in the manner  contemplated by this Agreement will be exempt from the
registration  requirements  of the  Securities  Act by  reason of  Section  4(2)
thereof and  Regulation  S  thereunder;  and it is not  necessary  to qualify an
indenture  in respect of the Offered  Securities  under the United  States Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act").

<PAGE>
                                                                               9


                  (aa)  Assuming that the  representations  and  warranties  set
forth in Section 4 hereof are true and correct,  neither the Issuer,  nor any of
its affiliates, nor any person acting on its or their behalf (i) has, within the
six-month period prior to the date hereof,  offered or sold in the United States
or to any U.S.  person (as such  terms are  defined  in  Regulation  S under the
Securities  Act) the  Offered  Securities  or any  security of the same class or
series as the Offered  Securities  or (ii) has offered or will offer or sell the
Offered  Securities  (A) in the  United  States by means of any form of  general
solicitation or general  advertising within the meaning of Rule 502(c) under the
Securities  Act or (B) with respect to any such  securities  sold in reliance on
Rule 903 of Regulation S ("Regulation  S") under the Securities Act, by means of
any directed  selling efforts within the meaning of Rule 902(b) of Regulation S.
Assuming that the  representations  and warranties set forth in Section 4 hereof
are true and correct, the Issuer, its affiliates and any person acting on its or
their  behalf  have  complied  and will comply  with the  offering  restrictions
requirement  of Regulation S. The Issuer has not entered and will not enter into
any  contractual  arrangement  with respect to the  distribution  of the Offered
Securities except for this Agreement.

                  3. Purchase,  Sale and Delivery of Offered Securities.  On the
basis of the  representations,  warranties and agreements herein contained,  but
subject to the terms and conditions  herein set forth, the Issuer agrees to sell
to the Initial Purchasers,  and the Initial Purchasers agree,  severally and not
jointly,  to purchase from the Issuer,  at a purchase  price of 97% of the gross
proceeds  thereof plus accrued  interest and any increase in accreted value from
May 19,  1997 to the  Closing  Date (as  hereinafter  defined),  the  respective
principal  amounts at maturity of the Offered  Securities set forth opposite the
names of the several  Initial  Purchasers in Schedule A hereto.  The Issuer will
deliver against payment of the purchase price the Offered Securities in the form
of one or more  permanent  global  securities  in  definitive  form (the "Global
Securities")  deposited with the Trustee as custodian for The  Depository  Trust
Company  ("DTC") and  registered  in the name of Cede & Co., as nominee for DTC,
and such other  securities in definitive,  fully  registered form as CSFBC shall
request  for  delivery  to   institutional   "accredited   investors"  (the  "AI
Securities").  Interests in any permanent Global Securities will be held only in
book-entry  form through DTC, except in the limited  circumstances  described in
the Offering  Document.  Payment for the Offered Securities shall be made by the
Initial Purchasers in Federal (same-day) funds by

<PAGE>
                                                                               9


wire  transfer to an account in New York  previously  designated to CSFBC by the
Issuer at a bank acceptable to CSFBC at the office of Kirkland & Ellis, Citicorp
Center, 153 East 53rd Street, New York, New York, at 10:00 a.m. (New York time),
on May 19, 1997,  or at such other time not later than seven full  business days
thereafter as CSFBC and the Issuer determine, such time being herein referred to
as the "Closing Date",  against  delivery to the Trustee as custodian for DTC of
the Global  Securities  and delivery to CSFBC of the AI  Securities.  The Global
Securities  and AI Securities  will be made  available for checking at the above
office at least 24 hours prior to the Closing Date.

                  4.  Representations by Initial  Purchasers;  Resale by Initial
Purchasers.  (a) Each Initial Purchaser severally represents and warrants to the
Issuer that it is an  "accredited  investor"  within the meaning of Regulation D
under the Securities Act.

                  (b) Each Initial  Purchaser  severally  acknowledges  that the
Offered Securities have not been registered under the Securities Act and, unless
so registered, may not be offered or sold within the United States or to, or for
the account or benefit of, U.S.  persons except in accordance  with Regulation S
or pursuant to an exemption from the registration requirements of the Securities
Act. Each Initial Purchaser severally  represents and agrees that it has offered
and sold the Offered Securities,  and will offer and sell the Offered Securities
only in accordance  with Rule 903 or Rule 144A under the  Securities  Act ("Rule
144A"). Accordingly,  neither such Initial Purchaser nor its affiliates, nor any
persons  acting  on its or their  behalf,  have  engaged  or will  engage in any
directed  selling  efforts  with  respect to the  Offered  Securities,  and such
Initial Purchaser,  its affiliates and all persons acting on its or their behalf
have  complied and will comply with the  offering  restrictions  requirement  of
Regulation S. Unless otherwise defined herein, terms used in this subsection (b)
have the meanings given to them by Regulation S.

                  (c)  Each  Initial   Purchaser  may  offer  and  sell  Offered
Securities  in  definitive,  fully  registered  form  to  a  limited  number  of
institutions,  each of which is reasonably believed by such Initial Purchaser to
be an "accredited  investor"  within the meaning of Rule 501(a)(1),  (2), (3) or
(7) under the  Securities Act or an entity in which all of the equity owners are
accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) under
the Securities Act (each, an  "Institutional  Accredited  Investor");  provided,
however, that each such Institutional  Accredited Investor executes and delivers
to the Initial

<PAGE>
                                                                              11


Purchasers  and the Company,  prior to the  consummation  of any sale of Offered
Securities to such Institutional  Accredited Investor,  an Accredited Investor's
Letter in substantially the form attached as Annex A to the Offering Document.

                  (d) Each Initial  Purchaser  severally agrees that it and each
of its  affiliates  has not  entered  and will not  enter  into any  contractual
arrangement  with respect to the distribution of the Offered  Securities  except
for any such arrangements with the other Initial Purchasers or affiliates of the
other Initial Purchasers or with the prior written consent of the Issuer.

                  (e) Each Initial  Purchaser  severally agrees that it and each
of its affiliates will not offer or sell the Offered Securities purchased hereby
in the  United  States by means of any form of general  solicitation  or general
advertising  within  the  meaning  of Rule  502(c)  under  the  Securities  Act,
including,  but not limited to (i) any advertisement,  article,  notice or other
communication published in any newspaper, magazine or similar media or broadcast
over  television  or radio or (ii) any seminar or meeting whose  attendees  have
been invited by any general  solicitation or general  advertising.  Each Initial
Purchaser  severally  agrees,  with  respect to resales made in reliance on Rule
144A of any of the Offered  Securities,  to deliver either with the confirmation
of such resale or otherwise  prior to  settlement of such resale a notice to the
effect that the resale of such Offered Securities has been made in reliance upon
the exemption from the registration  requirements of the Securities Act provided
by Rule 144A.

                  (f) Each Initial  Purchaser  severally  represents  and agrees
that (i) it has not  offered or sold and prior to the date six months  after the
date of issue of the  Offered  Securities  will  not  offer or sell any  Offered
Securities to persons in the United  Kingdom  except to persons  whose  ordinary
activities  involve  them  in  acquiring,  holding,  managing  or  disposing  of
investments  (as  principal  or agent) for the purposes of their  businesses  or
otherwise  in  circumstances  which have not  resulted and will not result in an
offer to the  public in the  United  Kingdom  within  the  meaning of the Public
Offers of Securities Regulations 1995, (ii) it has complied and will comply with
all  applicable  provisions of the  Financial  Services Act 1986 with respect to
anything done by it in relation to the Offered  Securities in, from or otherwise
involving the United  Kingdom and (iii) it has only issued or passed on and will
only issue or pass on in the  United  Kingdom  any  document  received  by it in
connection with the issue of the Offered Securities to a person who is of a kind
described  in  Article  11(3) of the

<PAGE>
                                                                              12


Financial Services Act 1986 (Investment Advertisements)  (Exemptions) Order 1996
or is a person to whom the document may  otherwise  lawfully be issued or passed
on.

                  (g) Each Initial  Purchaser  severally  represents  and agrees
that (i) it has not solicited,  and will not solicit,  offers to purchase any of
the Offered Securities from, (ii) it has not sold, and will not sell, any of the
Offered  Securities  to,  and  (iii)  it  has  not  distributed,  and  will  not
distribute,  the Offering  Document to, any person or entity in any jurisdiction
outside of the United States except, in each case, in compliance in all material
respects with all applicable  laws. For the purpose of this  Agreement,  "United
States" means the United States of America, its territories, its possessions and
other areas subject to its jurisdiction.

                  5. Certain  Agreements  of the Issuer.  The Issuer agrees with
the several Initial Purchasers that:

                  (a) The Issuer will advise  CSFBC  promptly of any proposal to
amend or supplement the Offering  Document and will not effect such amendment or
supplementation without CSFBC's consent. If, at any time prior to the completion
of the resale of the Offered  Securities  by the Initial  Purchasers,  any event
occurs  as  a  result  of  which  the  Offering  Document  as  then  amended  or
supplemented  would  include an untrue  statement of a material  fact or omit to
state any material fact  necessary in order to make the statements  therein,  in
the light of the circumstances under which they were made, not misleading, or if
it is necessary at any such time to amend or supplement the Offering Document to
comply with any  applicable  law, the Issuer  promptly will notify CSFBC of such
event and promptly will prepare,  at its own expense, an amendment or supplement
that will correct such statement or omission or effect such compliance.  Neither
CSFBC's  consent  to,  nor the  Initial  Purchasers'  delivery  to  offerees  or
investors of, any such amendment or supplement  shall constitute a waiver of any
of the conditions set forth in Section 6.

                  (b) The Issuer will furnish to CSFBC copies of any preliminary
offering  circular,  the Offering Document and all amendments and supplements to
such  documents,  in each case as soon as available  and in such  quantities  as
CSFBC  reasonably  requests,  and the Issuer  will  furnish to CSFBC on the date
hereof three copies of the Offering Document signed by a duly authorized officer
of the Issuer,  one of which will include the independent  accountants'  reports
therein  manually signed by such independent  accountants.  At any time when the
Issuer is not  subject to Section 13 or 15(d)

<PAGE>
                                                                              13


of the Exchange Act, the Issuer will  promptly  furnish or cause to be furnished
to CSFBC (and, upon request,  to each of the other Initial Purchasers) and, upon
request of holders and prospective purchasers of the Offered Securities, to such
holders and purchasers,  copies of the  information  required to be delivered to
holders and prospective  purchasers of the Offered  Securities  pursuant to Rule
144A(d)(4)  under the  Securities  Act (or any successor  provision  thereto) in
order to permit  compliance  with Rule 144A in  connection  with resales by such
holders of the Offered Securities.  The Issuer will pay the expenses of printing
and distributing to the Initial Purchasers all such documents.

                  (c) The  Issuer  will  arrange  for the  qualification  of the
Offered  Securities for sale under the laws of such  jurisdictions in the United
States  and  Canada  as  CSFBC  reasonably  designates  and will  continue  such
qualifications  in  effect so long as  required  for the  resale of the  Offered
Securities by the Initial Purchasers;  provided,  however,  that the Issuer will
not be required to qualify as a foreign corporation,  subject itself to taxation
or to file a general consent to service of process in any such jurisdiction.

                  (d) For so long as any Offered Securities remain  outstanding,
the Issuer  will  furnish  to CSFBC  and,  upon  request,  to the other  Initial
Purchaser,  as soon as practicable  after the end of each fiscal year, a copy of
its annual report to stockholders  for such year; and the Issuer will furnish to
CSFBC  and,  upon  request,  to the  other  Initial  Purchaser  (i) as  soon  as
available,  a copy of each  report,  notice or  communication  sent to  security
holders or, if applicable, filed with any securities exchange and (ii) from time
to time,  such other  information  concerning the Issuer as CSFBC may reasonably
request.

                  (e) During the period of two years after the Closing Date, the
Issuer will, upon request,  furnish to CSFBC and the other Initial Purchaser and
any  holder  of  Offered  Securities  a copy  of the  restrictions  on  transfer
applicable to the Offered Securities.

                  (f) During the period of two years after the Closing Date, the
Issuer will not, and will not permit any of its  affiliates  (as defined in Rule
144 under the Securities Act) to, resell any of the Offered Securities that have
been reacquired by them.

                  (g) During the period of two years after the Closing Date, the
Issuer will not be or become an open-end  investment  company,  unit  investment
trust or face-amount

<PAGE>
                                                                              14


certificate  company that is or is required to be registered  under Section 8 of
the Investment  Company Act and is not, and will not be or become,  a closed-end
investment  company  required to be registered,  but not  registered,  under the
Investment Company Act.

                  (h)  The  Issuer  will  pay  all  expenses  incidental  to the
performance of the Issuer's and each  Guarantor's  obligations  (as  applicable)
under  the  Operative  Documents,  including  (i) the fees and  expenses  of the
Trustee and its professional advisers;  (ii) all expenses in connection with the
execution, issue, authentication,  packaging and initial delivery of the Offered
Securities,  the preparation and printing of this  Agreement,  the  Registration
Rights Agreement,  the Offered Securities,  the Indenture,  the Guarantees,  the
Offering Document and amendments and supplements thereto, and any other document
relating to the issuance,  offer,  sale and delivery of the Offered  Securities;
(iii) the cost of qualifying  the Offered  Securities for trading in the Private
Offerings, Resale and Trading through Automated Linkages (PORTAL) market and any
expenses  incidental thereto;  and (iv) the cost of any advertising  approved by
the Issuer in connection  with the issue of the Offered  Securities.  The Issuer
will also pay or reimburse  the Initial  Purchasers  (to the extent  incurred by
them) for any expenses (including  reasonable fees and disbursements of counsel)
incurred in connection  with  qualification  of the Offered  Securities for sale
under the laws of such  jurisdictions  in the United  States and Canada as CSFBC
reasonably  designates and the printing of memoranda  relating thereto,  for any
fees  charged  by  investment  rating  agencies  for the  rating of the  Offered
Securities,  for all travel expenses of the Issuer's  officers and employees and
any other  expenses  of the  Issuer in  connection  with  attending  or  hosting
meetings with prospective  purchasers of the Offered Securities from the Initial
Purchasers  and for  expenses  incurred  in  distributing  preliminary  offering
circulars and the Offering  Document  (including any amendments and  supplements
thereto) to the Initial Purchasers.

                  (i) For a period of 90 days after the date hereof, neither the
Issuer nor any of its affiliates  has or will,  either alone or with one or more
other  persons,  bid for or  purchase  for any account in which it or any of its
affiliates has a beneficial interest any Offered Securities or attempt to induce
any person to  purchase  any Offered  Securities;  and neither it nor any of its
affiliates  will make bids or purchases for the purpose of creating  actual,  or
apparent, active trading in, or of raising the price of, the Offered Securities.

<PAGE>
                                                                              15


                  (j) For a period of 180 days after the date hereof, the Issuer
will not offer,  sell,  contract  to sell,  pledge or  otherwise  dispose of any
United States  dollar-denominated  debt  securities  issued or guaranteed by the
Issuer (other than any  commercial  loans or other debt incurred in the ordinary
course of the  Issuer's  business)  and having a maturity  of more than one year
from the date of issue without the prior written consent of CSFBC, which consent
shall not be reasonably  withheld.  The Issuer will not at any time offer, sell,
contract to sell,  pledge or otherwise  dispose of, directly or indirectly,  any
securities  under  circumstances  where such offer,  sale,  pledge,  contract or
disposition would cause the exemption afforded by Section 4(2) of the Securities
Act or the safe harbor of  Regulation S thereunder  to cease to be applicable to
the offer and sale of the Offered Securities.

                  6.  Conditions of the  Obligations of the Initial  Purchasers.
The  obligations of the several  Initial  Purchasers to purchase and pay for the
Offered  Securities will be subject to the accuracy of the  representations  and
warranties on the part of the Issuer and the Guarantors  herein, to the accuracy
of the  statements  of officers of the Issuer  made  pursuant to the  provisions
hereof, to the performance by the Issuer of its obligations hereunder and to the
following additional conditions precedent:

                           (a) The  Purchasers  shall  have  received  a letter,
                  dated the date of this  Agreement,  of Arthur  Andersen LLP in
                  form and  substance  satisfactory  to the  Initial  Purchasers
                  concerning  the  financial  information  with  respect  to the
                  Issuer and its  consolidated  subsidiaries,  Jarad and WYCB-AM
                  set forth in the Offering  Document and the Additional  Issuer
                  Information.

                           (b)  Subsequent to the execution and delivery of this
                  Agreement,  there shall not have occurred (i) a change in U.S.
                  or international  financial,  political or economic conditions
                  or currency  exchange rates or exchange  controls as would, in
                  the judgment of CSFBC,  be likely to prejudice  materially the
                  success of the proposed  issue,  sale or  distribution  of the
                  Offered  Securities,  whether  in  the  primary  market  or in
                  respect of dealings in the  secondary  market,  or (ii)(A) any
                  change,  or any  development or event  involving a prospective
                  change,  in the  condition  (financial  or  other),  business,
                  properties  or  results  of  operations  of the  Issuer or its
                  subsidiaries  which, in the judgment of a majority in interest
                  of the Initial  Purchasers  including  CSFBC,  is material and
                  adverse and

<PAGE>
                                                                              16


                  makes it impractical or inadvisable to proceed with completion
                  of the  offering  or the sale of and  payment  for the Offered
                  Securities;  (B) any  downgrading  in the  rating  of any debt
                  securities  of  the  Issuer  by  any  "nationally   recognized
                  statistical  rating  organization" (as defined for purposes of
                  Rule  436(g)  under  the   Securities   Act),  or  any  public
                  announcement that any such organization has under surveillance
                  or review  its  rating of any debt  securities  of the  Issuer
                  (other than an  announcement  with positive  implications of a
                  possible   upgrading,   and  no   implication  of  a  possible
                  downgrading, of such rating); (C) any suspension or limitation
                  of  trading  in  securities  generally  on the New York  Stock
                  Exchange, or any setting of minimum prices for trading on such
                  exchange,  or any  suspension of trading of any  securities of
                  the Issuer on any exchange or in the over-the-counter  market;
                  (D) any banking  moratorium  declared  by U.S.  Federal or New
                  York  authorities;  or (E) any outbreak or escalation of major
                  hostilities  in which  the  United  States  is  involved,  any
                  declaration  of  war by  Congress  or  any  other  substantial
                  national or  international  calamity or  emergency  if, in the
                  judgment of a majority  in interest of the Initial  Purchasers
                  including CSFBC, the effect of any such outbreak,  escalation,
                  declaration,  calamity or emergency  makes it  impractical  or
                  inadvisable to proceed with completion of the offering or sale
                  of and payment for the Offered Securities.

                           (c) The Initial  Purchasers  shall have received such
                  opinion or  opinions,  dated the Closing  Date,  of Kirkland &
                  Ellis, counsel for the Issuer to the effect that:

                                    (i) Each of the Relevant  Parties is validly
                           existing and in good  standing  under the laws of the
                           jurisdiction  of its  incorporation,  with  corporate
                           power and authority to own its properties and conduct
                           its business as  described in the Offering  Document;
                           and each of the Relevant Parties is duly qualified to
                           do business as a foreign corporation in good standing
                           in all the  jurisdictions  set  forth in  Schedule  A
                           thereto;

                                    (ii) Each  Operative  Document has been duly
                           authorized,  executed and  delivered by each Relevant
                           Party thereto;  the Offered Securities have been duly
                           authorized,  executed,   authenticated,   issued  and
                           delivered  and  conform  as to legal  matters  in all
                           material   respects   to  the   description   thereof
                           contained   in  the  Offering  

<PAGE>
                                                                              17


                           Document; and each Operative Document and the Offered
                           Securities   constitute  valid  and  legally  binding
                           obligations  of the  Relevant  Party  thereto and the
                           Issuer,  enforceable in accordance  with their terms,
                           subject   to   bankruptcy,   insolvency,   fraudulent
                           transfer, reorganization, moratorium and similar laws
                           of general  applicability  relating  to or  affecting
                           creditors' rights and to general equity principles;

                                    (iii) No Relevant Party is and, after giving
                           effect  to the  offering  and  sale  of  the  Offered
                           Securities  and  the   application  of  the  proceeds
                           thereof as described in the Offering  Document,  will
                           be  an   "investment   company"  as  defined  in  the
                           Investment Company Act;

                                    (iv) To the best  knowledge of such counsel,
                           no consent,  approval,  authorization or order of, or
                           filing with, any  governmental  agency or body or any
                           court  is  required  for  the   consummation  of  the
                           transactions contemplated by the Operative Documents,
                           or in  connection  with the  issuance  or sale of the
                           Offered Securities by the Issuer, except such as have
                           been obtained or made or as may be required under the
                           Securities  Act and the rules and  regulations of the
                           Commission    thereunder    with   respect   to   the
                           Registration  Rights  Agreement and the  transactions
                           contemplated  thereunder  and such as may be required
                           by securities or blue sky laws of the various  states
                           of the United States;

                                    (v) The execution,  delivery and performance
                           of the Operative Documents, and the issuance and sale
                           of the Offered  Securities  and  compliance  with the
                           terms and  provisions  thereof,  will not result in a
                           breach  or  violation  of (A)  any of the  terms  and
                           provisions  of, or  constitute a default  under,  any
                           United  States  Federal or State of New York statute,
                           rule or  regulation  which,  in the  opinion  of such
                           counsel  is  normally   applicable  to   transactions
                           similar to the transactions  contemplated hereby, (B)
                           any order of any governmental agency or body or court
                           having  jurisdiction  over the  Relevant  Parties and
                           which  order  is  known  to  such  counsel,  (C)  any
                           agreement or instrument identified to such counsel by
                           any Relevant  Party as being a material  agreement or
                           instrument,   which  are  set  forth  in  Schedule  B
                           thereto, to which any Relevant Party is a party or by
                           which any Relevant  Party is bound or to which

<PAGE>
                                                                              18


                           any  of  the  properties  of any  Relevant  Party  is
                           subject or (D) the charter or by-laws of any Relevant
                           Party,  and the Issuer and the  Guarantors  have full
                           corporate   power  and  authority  to  authorize  the
                           Offered Securities and the Guarantees,  respectively,
                           and to issue and sell the Offered Securities, in each
                           case, as contemplated by this Agreement;

                                    (vi)  The   descriptions   in  the  Offering
                           Document of contracts and other  documents  under the
                           captions "Risk  Factors--Restrictions  Imposed by the
                           Preferred  Stockholders'  Agreement;   --Restrictions
                           Imposed  by  the  New  Credit  Facility;   Pledge  of
                           Assets",  "Description of the Notes", "Description of
                           Certain   Indebtedness",   "Description   of  Capital
                           Stock",  and "Plan of Distribution"  (with respect to
                           this Agreement) are accurate in all material respects
                           and fairly  present  the  information  called for; it
                           being  understood  that such  counsel need express no
                           opinion  as to  the  financial  statements  or  other
                           financial data contained in the Offering Document;

                                    (vii) Assuming that the  representations and
                           warranties set forth in Section 4 hereof are true and
                           correct,  it is not necessary in connection  with (A)
                           the  offer,   sale  and   delivery   of  the  Offered
                           Securities  or the  Guarantees by the Issuer and each
                           of  the  Guarantors,  respectively,  to  the  several
                           Initial Purchasers  pursuant to this Agreement or (B)
                           the resales of the Offered  Securities by the several
                           Initial Purchasers in the manner contemplated by this
                           Agreement,  to register the Offered  Securities under
                           the  Securities  Act or to  qualify an  indenture  in
                           respect thereof under the Trust Indenture Act; and

                                    (viii)   To  the  best  of  such   counsel's
                           knowledge, no consent,  approval,  authorization,  or
                           order of, or filing with, any governmental  agency or
                           body  (other  than the FCC) or any court is  required
                           under  United  States  Federal  or state laws for the
                           consummation of the Existing Notes Exchange.

                           At the time the foregoing opinion is delivered,  such
                  counsel shall  additionally  state that it has participated in
                  conferences  with  officers and other  representatives  of the
                  Relevant Parties,  representatives  of the independent  public
                  accountants for the Relevant 

<PAGE>
                                                                              19


                  Parties, representatives of the Initial Purchasers and counsel
                  for the Initial Purchasers,  at which conferences the contents
                  of the Offering  Document and related  matters were discussed,
                  and,  although it has not  independently  verified  and is not
                  passing upon and assumes no  responsibility  for the accuracy,
                  completeness  or fairness of the  statements  contained in the
                  Offering  Document  (except to the extent  specified in clause
                  (ii) under Section 6(c)),  no facts have come to its attention
                  which lead it to believe  that the  Offering  Document  on the
                  date  thereof  or at the  Closing  Date,  contained  an untrue
                  statement  of a  material  fact or omitted to state a material
                  fact  required to be stated  therein or  necessary to make the
                  statements   contained   therein,   in   the   light   of  the
                  circumstances  under which they were made,  not misleading (it
                  being  understood  that such  counsel  need express no opinion
                  with respect to the  financial  statements  and related  notes
                  thereto and the other  financial,  statistical  and accounting
                  data included in the Offering Document).

                           (d) The  Initial  Purchasers  shall have  received an
                  opinion,  dated the  Closing  Date of Roberts & Eckard,  P.C.,
                  counsel to the Issuer on certain regulatory matters, that:

                                    (i)  Schedule  B hereto  contains a true and
                           complete  list of all the Licenses  obtained from the
                           FCC which the Issuer directly,  or indirectly through
                           its subsidiaries,  holds with respect to the Stations
                           owned  or  operated   by  the  Issuer,   directly  or
                           indirectly  through  its  subsidiaries.  The  Issuer,
                           directly or indirectly  through its subsidiaries,  is
                           the authorized legal holder of the Licenses listed in
                           Schedule   B,  none  of  which  is   subject  to  any
                           restrictions or conditions  other than on the face of
                           the  Licenses or those  generally  applicable  to the
                           operations  of the  Stations  that would limit in any
                           material  respect the full  operation of the Stations
                           as  currently  operated.  There are no  applications,
                           complaints, or proceedings pending or, to the best of
                           such   counsel's   knowledge  and  belief  after  due
                           inquiry,  threatened  as of the date  hereof  and the
                           Closing  Date before the FCC relating to the business
                           or operations of the Stations, except as disclosed in
                           Schedule C hereto.  No proceedings,  other than those
                           affecting  the  broadcast  industry  generally,   are
                           pending or, to the best of such  counsel's  knowledge
                           and belief  after due inquiry,  threatened  which may
                           result in the revocation,  modification,

<PAGE>
                                                                              20


                           non-renewal  or  suspension  of any  of the  Licenses
                           listed  in  Schedule  B, the  denial  of any  pending
                           applications,  the  issuance  of any cease and desist
                           order, the imposition of any  administrative  actions
                           by the FCC with  respect  to the  Licenses  listed in
                           Schedule B, except as  disclosed  in Schedule C. Such
                           counsel  has no reason to believe  that the  Licenses
                           listed in  Schedule  B will not be  renewed  in their
                           ordinary course, and all material reports,  forms and
                           statements  required  to be  filed  with the FCC with
                           respect to the  Stations  since the grant of the last
                           renewal of the Stations'  Licenses  issued by the FCC
                           have been  filed and,  to the best of such  counsel's
                           knowledge, were complete and accurate in all material
                           respects when filed.  The Licenses listed in Schedule
                           B, or  extensions  or renewals  thereof,  are in full
                           force and  effect and are  unimpaired  by any acts or
                           omissions of any Relevant Party;

                                    (ii) To the best of such counsel's knowledge
                           based  upon  a  certificate   from  the   responsible
                           officers  of the  Relevant  Parties,  as of the  date
                           hereof  and  the  Closing  Date,   the  Stations  are
                           operating in material  compliance with all applicable
                           requirements  of the  FCC and  the  Stations  are not
                           under any special or temporary authority with respect
                           to their operations;

                                    (iii)   To  the   best  of  such   counsel's
                           knowledge   based   upon  a   certificate   from  the
                           responsible  officers of the Relevant  Parties,  each
                           Relevant  Party is in  material  compliance  with the
                           Communications Act and all written rules, regulations
                           and policies of the FCC  applicable to the conduct of
                           the business and  operations of the Stations.  To the
                           best  of such  counsel's  knowledge,  as of the  date
                           hereof and the Closing Date, the use of the assets of
                           the Stations does not violate the  Communications Act
                           or any written rules,  regulations or policies of the
                           FCC;

                                    (iv) No license, permit, consent,  approval,
                           order or authorization of, or filing with, the FCC is
                           required  in  connection  with  the  issuance  of the
                           Offered Securities, the Philadelphia Acquisition, the
                           Existing Notes Exchange and the  consummation  of the
                           transactions contemplated by that certain Amended and
                           Restated  Credit  Agreement to be entered into by the
                           Issuer,  NationsBank  of Texas,  N.A., as Agent and a
                           Lender,  and the other  Lenders  to be

<PAGE>
                                                                              21


                           named therein (the "Credit  Agreement")  described in
                           the  Offering  Document,  except  such as  have  been
                           obtained  and  except  that  the  filing  of  certain
                           documents  with  the FCC may be  required  after  the
                           issuance   of   the   Offered   Securities   or   the
                           consummation  of the  Philadelphia  Acquisition,  the
                           Existing   Notes   Exchange   or   the   transactions
                           contemplated by the Credit Agreement;

                                    (v)  Neither  the  issuance  and sale of the
                           Offered  Securities nor the performance by the Issuer
                           and the  Guarantors of their  respective  obligations
                           under Operative  Documents will result in a violation
                           of  the   Communications   Act,  or  any   applicable
                           policies,  rules or regulations promulgated under the
                           Communications  Act  binding  on the Issuer or any of
                           its  subsidiaries  or, to the best of such  counsel's
                           knowledge  and belief after due  inquiry,  any order,
                           writ,  judgment,  injunction,  decree or award of the
                           FCC binding on the Issuer or any of its  subsidiaries
                           except that in pursuing any remedies that the Trustee
                           may have upon a default by the Issuer pursuant to the
                           Operative   Documents  and  applicable  law,  if  the
                           exercise of such remedies would result in a change of
                           control of any Relevant  Party,  or an  assignment of
                           the  Licenses,  then such exercise will be subject to
                           prior FCC approval; and

                                    (vi) To the extent they constitute a summary
                           of  the  legal  matters,   documents  or  proceedings
                           referred to therein,  the  statements in the Offering
                           Document    under   the   captions    "Risk   Factors
                           --Government   Regulation;    --Antitrust   Matters",
                           "Business--Competition; --Federal Regulation of Radio
                           Broadcasting"    and    "The    Transactions--Pending
                           Acquisitions"  fairly present the information  called
                           for with respect to such legal matters, documents and
                           proceedings and fairly summarize the matters referred
                           to  therein  in  all  material  respects;   it  being
                           understood   that,   except   with   respect  to  the
                           statements in the Offering Document under the caption
                           "The   Transactions--Pending    Acquisitions",   such
                           counsel's  opinion  with regard to the  foregoing  is
                           limited to its  knowledge of the  Communications  Act
                           and the written rules, regulations or policies of the
                           FCC.

                           (e) The Initial  Purchasers  shall have received from
                  Cravath,  Swaine & Moore,  counsel for the Initial Purchasers,
                  such opinion or opinions,  dated the Closing

<PAGE>
                                                                              22


                  Date with  respect to the  incorporation  of the  Issuer,  the
                  validity of the Offered Securities, the Offering Document, the
                  exemption  from  registration  for the  offer  and sale of the
                  Offered  Securities  by  the  Issuer  to the  several  Initial
                  Purchasers and the resales by the several  Initial  Purchasers
                  as contemplated  hereby and other related matters as CSFBC may
                  require,  and the Issuer shall have  furnished to such counsel
                  such  documents  as they  request  for the purpose of enabling
                  them to pass upon such matters.

                           (f) The  Initial  Purchasers  shall  have  received a
                  certificate,  dated the Closing  Date, of the President or any
                  Vice President and a principal financial or accounting officer
                  of:

                                    (i) the  Issuer in which such  officers,  to
                           the  best  of  their   knowledge   after   reasonable
                           investigation,  shall state that the  representations
                           and  warranties  of the Issuer in this  Agreement are
                           true and correct,  that the Issuer has complied  with
                           all  agreements  and satisfied all  conditions on its
                           part to be  performed  or  satisfied  hereunder at or
                           prior to the Closing Date and that, subsequent to the
                           respective   dates  of  the  most  recent   financial
                           statements in the Offering Document there has been no
                           material adverse change, nor any development or event
                           involving a prospective  material adverse change,  in
                           the  condition   (financial   or  other),   business,
                           properties  or results of  operations of the Relevant
                           Parties taken as a whole,  Jarad and WYCB-AM,  except
                           as described in such certificate; and

                                    (ii) each  Guarantor in which such officers,
                           to the  best  of  their  knowledge  after  reasonable
                           investigation,  shall state that the  representations
                           and  warranties of such  Guarantor in this  Agreement
                           are true and  correct  and that  such  Guarantor  has
                           complied  with  all   agreements  and  satisfied  all
                           conditions  on its part to be  performed or satisfied
                           hereunder at or prior to the Closing Date.

                           (g) The  Initial  Purchasers  shall  have  received a
                  letter,  dated the Closing Date,  of Arthur  Andersen LLP that
                  meets  the  requirements  of  subsection  (a) of this  Section
                  except that the specified date referred to in such  subsection
                  will be a date not more than three  business days prior to the
                  Closing Date for the purposes of this subsection.

<PAGE>
                                                                              23


                           (h)  Concurrently  with or prior to the  issuance and
                  sale of the  Offered  Securities  by the  Issuer,  (i) all the
                  Existing Notes shall have been exchanged (the "Existing  Notes
                  Exchange")  for shares of the Issuer's  15% Senior  Cumulative
                  Redeemable Preferred Stock, par value $.01 per share, pursuant
                  to the terms of the Preferred Stockholders' Agreement and (ii)
                  the Initial  Purchasers  shall have  received true and correct
                  copies of the Preferred  Stockholders'  Agreement and evidence
                  reasonably  satisfactory  to  the  Initial  Purchasers  of the
                  consummation thereof.

                           (i)  Concurrently  with or prior to the  issuance and
                  sale of the Offered  Securities by the Issuer,  (i) the Issuer
                  shall have  acquired  substantially  all the assets of WPHI-FM
                  (the "Philadelphia  Acquisition") pursuant to the terms of the
                  Asset Purchase Agreement dated as of December 6, 1996, between
                  Jarad  and the  Issuer,  as  amended  by the  First  Amendment
                  thereto dated as of March 21, 1997,  and the Second  Amendment
                  thereto  dated  as of April  16,  1997,  and (ii) the  Initial
                  Purchasers   shall   have   received    evidence    reasonably
                  satisfactory  to the Initial  Purchasers  of the  consummation
                  thereof.

                           (j)  Concurrently  with or prior to the  issuance and
                  sale of the Offered Securities by the Issuer, (i) that certain
                  First Amendment to be entered into by the Issuer and the other
                  parties thereto, to the Warrantholders'  Agreement dated as of
                  June 6, 1995,  and that  certain  Standstill  Agreement  to be
                  entered  into by the Issuer,  and the other  parties  thereto,
                  each of which  including such terms as those  described in the
                  Offering Document, shall have been duly executed and delivered
                  by  the  respective  parties  thereto  and  (ii)  the  Initial
                  Purchasers   shall  have  received  true  and  correct  copies
                  thereof.

                           (k) On the  Closing  Date and  concurrently  with the
                  issuance  and  sale  of  the  Offered   Securities,   (i)  the
                  provisions  of the  Letter of  Intent  dated  March 12,  1997,
                  between the Issuer and Allied  Capital  Financial  Corporation
                  relating to the  acquisition  by the Issuer of WYCB-AM,  shall
                  constitute  valid  and  legally  binding  obligations  of  the
                  parties  thereto  and (ii) the Initial  Purchasers  shall have
                  received  evidence  reasonably  satisfactory  to  the  Initial
                  Purchasers of the foregoing.

                  The Issuer  will  furnish  the  Initial  Purchasers  with such
conformed  copies of such opinions,  certificates,  letters and documents as the
Initial Purchasers reasonably request. CSFBC may in its sole discretion waive on
behalf  of  the 

<PAGE>
                                                                              24


Initial  Purchasers  compliance  with any  conditions to the  obligations of the
Initial Purchasers hereunder.

                  7.  Indemnification and Contribution.  (a) The Issuer and each
Guarantor will, jointly and severally,  indemnify and hold harmless each Initial
Purchaser against any losses, claims, damages or liabilities,  joint or several,
to which such Initial Purchaser may become subject,  under the Securities Act or
the  Exchange  Act or  otherwise,  insofar as such  losses,  claims,  damages or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
the Offering Document,  or any amendment or supplement  thereto,  or any related
preliminary offering circular, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading, and will reimburse each Initial Purchaser for any legal or
other expenses  reasonably incurred by such Initial Purchaser in connection with
investigating or defending any such loss, claim, damage,  liability or action as
such  expenses  are  incurred;  provided,  however,  that  the  Issuer  and  the
Guarantors will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged  untrue  statement in or omission or alleged  omission  from any of such
documents in reliance upon and in conformity with written information  furnished
to the  Issuer by any  Initial  Purchaser  through  CSFBC  specifically  for use
therein, it being understood and agreed that the only such information  consists
of the information described as such in subsection (b) below.

                  (b) Each  Initial  Purchaser  will  severally  and not jointly
indemnify  and hold harmless the Issuer and the  Guarantors  against any losses,
claims,  damages or liabilities to which the Issuer or the Guarantors may become
subject,  under the Securities Act or the Exchange Act or otherwise,  insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of any material  fact  contained in the Offering  Document,  or any amendment or
supplement thereto, or any related preliminary  offering circular,  or arise out
of or are based upon the  omission  or the alleged  omission to state  therein a
material fact necessary in order to make the statements therein, in the light of
the  circumstances  under which they were made, not misleading,  in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity  with  written  information  furnished  to the Issuer

<PAGE>
                                                                              25


by such Initial Purchaser through CSFBC  specifically for use therein,  and will
reimburse any legal or other expenses  reasonably  incurred by the Issuer or the
Guarantors in connection with  investigating or defending any such loss,  claim,
damage,  liability or action as such expenses are incurred,  it being understood
and agreed that the only such  information  furnished  by any Initial  Purchaser
consists of the  following  information  in the Offering  Document  furnished on
behalf of each Initial Purchaser:  the last paragraph at the bottom of the cover
page concerning the terms of the offering by the Initial Purchasers,  the legend
concerning   over-allotments,    stabilizing   transactions,    short   covering
transactions  and  penalty  bids on the bottom of page 4 and,  under the caption
"Plan  of  Distribution",  (i)  the  third  sentence  of  the  second  paragraph
thereunder,  (ii) the fourth paragraph  thereunder,  (iii) the third sentence in
the sixth paragraph thereunder and (iv) the eighth paragraph thereunder.

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

<PAGE>
                                                                              26


                  (d) If the  indemnification  provided  for in this  Section is
unavailable  or  insufficient  to  hold  harmless  an  indemnified  party  under
subsection (a) or (b) above,  then each  indemnifying  party shall contribute to
the amount paid or payable by such indemnified  party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative  benefits  received by
the Issuer and the Guarantors on the one hand and the Initial  Purchasers on the
other from the  offering of the  Offered  Securities  or (ii) if the  allocation
provided  by clause  (i)  above is not  permitted  by  applicable  law,  in such
proportion as is appropriate to reflect not only the relative  benefits referred
to in  clause  (i)  above  but also the  relative  fault of the  Issuer  and the
Guarantors on the one hand and the Initial Purchasers on the other in connection
with the statements or omissions that resulted in such losses,  claims,  damages
or  liabilities  as well as any other  relevant  equitable  considerations.  The
relative  benefits received by the Issuer and the Guarantors on the one hand and
the Initial Purchasers on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Issuer and the  Guarantors  bear to the total  discounts and  commissions
received by the Initial  Purchasers  under this  Agreement.  The relative  fault
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material  fact relates to  information  supplied by the Issuer or the
Initial  Purchasers  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent  such untrue  statement  or
omission.  The amount  paid by an  indemnified  party as a result of the losses,
claims,  damages  or  liabilities  referred  to in the  first  sentence  of this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim that is the subject of this subsection (d).  Notwithstanding
the provisions of this subsection (d), no Initial Purchaser shall be required to
contribute  any amount in excess of the amount by which the total price at which
the Offered  Securities  purchased  by it were resold  exceeds the amount of any
damages that such Initial Purchaser has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission.  The
Initial Purchasers' obligations in this subsection (d) to contribute are several
in proportion to their respective purchase obligations and not joint.

                  (e) The  obligations  of the Issuer and the  Guarantors  under
this  Section  shall be in  addition  to any 

<PAGE>
                                                                              27


liability  which the Issuer may otherwise  have and shall extend,  upon the same
terms and conditions, to each person, if any, who controls any Initial Purchaser
within  the  meaning  of the  Securities  Act  or  the  Exchange  Act;  and  the
obligations of the Initial Purchasers under this Section shall be in addition to
any liability  that the  respective  Initial  Purchasers  may otherwise have and
shall extend,  upon the same terms and conditions,  to each person,  if any, who
controls  the Issuer  within the meaning of the  Securities  Act or the Exchange
Act.

                  8. Default of Purchasers.  If any Initial Purchaser or Initial
Purchasers default in their obligations to purchase Offered Securities hereunder
and the aggregate  principal  amount of Offered  Securities that such defaulting
Initial Purchaser agreed but failed to purchase does not exceed 10% of the total
principal amount of Offered Securities, CSFBC may make arrangements satisfactory
to the Issuer for the  purchase of such  Offered  Securities  by other  persons,
including any of the other Initial  Purchasers,  but if no such arrangements are
made by the  Closing  Date,  the  non-defaulting  Initial  Purchasers  shall  be
obligated severally,  in proportion to the respective commitments hereunder,  to
purchase the Offered  Securities that such defaulting  Initial Purchasers agreed
but failed to  purchase.  If any  Initial  Purchaser  or Initial  Purchasers  so
default and the aggregate principal amount of Offered Securities with respect to
which such default or defaults occur exceeds 10% of the total  principal  amount
of Offered Securities and arrangements  satisfactory to CSFBC and the Issuer for
the purchase of such Offered  Securities by other persons are not made within 36
hours after such default, this Agreement will terminate without liability on the
part of any non-defaulting  Initial Purchaser or the Issuer,  except as provided
in Section 9. As used in this Agreement,  the term "Initial  Purchaser" includes
any person  substituted  for an Initial  Purchaser  under this Section.  Nothing
herein will  relieve a  defaulting  Initial  Purchaser  from  liability  for its
default.

                  9. Survival of Certain  Representations  and Obligations.  The
respective  indemnities,  agreements,  representations,   warranties  and  other
statements of the Issuer or its officers and of the several  Initial  Purchasers
set forth in or made  pursuant to this  Agreement  will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on  behalf  of any  Initial  Purchaser,  the  Issuer  or any of their
respective representatives, officers or directors or any controlling person, and
will  survive  delivery  of and  payment  for the  Offered  Securities.  If this
Agreement is terminated  pursuant to Section 8 or if for any reason the purchase
of the Offered  Securities  by the Initial  Purchasers is not  consummated,  the

<PAGE>
                                                                              28


Issuer shall remain  responsible for the expenses to be paid or reimbursed by it
pursuant  to  Section 5 and the  respective  obligations  of the  Issuer and the
Initial Purchasers pursuant to Section 7 shall remain in effect. If the purchase
of the Offered  Securities by the Initial  Purchasers is not consummated for any
reason other than solely because of the  termination of this Agreement  pursuant
to Section 8 or the occurrence of any event  specified in clause (C), (D) or (E)
of Section  6(b)(ii),  the Issuer will reimburse the Initial  Purchasers for all
out-of-pocket  expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.

                  10. Notices.  All communications  hereunder will be in writing
and, if sent to the Initial Purchasers, will be mailed, delivered or telegraphed
and  confirmed  to  the  Initial  Purchasers  c/o  Credit  Suisse  First  Boston
Corporation,  Eleven Madison Avenue, New York, NY 10010,  Attention:  Investment
Banking Department--Transactions Advisory Group, or, if sent to the Issuer, will
be mailed, delivered or telegraphed and confirmed to it at Radio One, Inc., 5900
Princess  Garden  Parkway,  Lanham,  MD,  Attention:  Alfred  C.  Liggins,  III;
provided, however, that any notice to an Initial Purchaser pursuant to Section 7
will  be  mailed,  delivered  or  telegraphed  and  confirmed  to  such  Initial
Purchaser.

                  11.  Successors.  This  Agreement will inure to the benefit of
and be binding upon the parties hereto and their  respective  successors and the
controlling  persons referred to in Section 7, and no other person will have any
right or obligation  hereunder,  except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit  contained in the second
and third sentences of Section 5(b) hereof against the Issuer as if such holders
were parties thereto.

                  12. Representation of Initial Purchasers. You will act for the
several  Initial  Purchasers in connection  with this  purchase,  and any action
under this  Agreement  taken by you jointly or by CSFBC will be binding upon all
the Initial Purchasers.

                  13. Counterparts. This Agreement may be executed in any number
of counterparts,  each of which shall be deemed to be an original,  but all such
counterparts shall together constitute one and the same Agreement.

<PAGE>
                                                                              29


                  14.  APPLICABLE  LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

                  The Issuer,  the Guarantors and the Initial  Purchasers hereby
submit to the non-exclusive  jurisdiction of the Federal and state courts in the
Borough of Manhattan in The City of New York in any suit or  proceeding  arising
out of or relating to this Agreement or the transactions contemplated hereby.



<PAGE>
                                                                              30


                  If the foregoing is in accordance with the Initial Purchasers'
understanding  of  our  agreement,  kindly  sign  and  return  to us  one of the
counterparts  hereof,  whereupon  it will become a binding  agreement  among the
Issuer, the Guarantors and the several Initial Purchasers in accordance with its
terms.

                                                Very truly yours,

                                                RADIO ONE, INC., as the Issuer

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


                                                RADIO ONE LICENSES, INC., as a
                                                Guarantor

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


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

CREDIT SUISSE FIRST BOSTON CORPORATION
NATIONSBANC CAPITAL MARKETS, INC.

Acting  on  behalf  of
themselves  and as the
representatives of the
several        Initial
Purchasers

  by CREDIT SUISSE FIRST BOSTON CORPORATION

  by /s/ Wiliam Ettelson
    ---------------------------
    Name: William Ettelson
    Title: Associate


<PAGE>



                                                                      SCHEDULE A





                                                             
                                                             Principal Amount at
                                                             Maturity of Offered
Initial Purchasers                                              Securities      
------------------
Credit Suisse First Boston                                   
  Corporation                                                   $43,594,000

NationsBanc Capital Markets, Inc.                               $41,884,000
                                                              ------------------

                     Total                                      $85,478,000
                                                              ==================


<PAGE>



                                                                      SCHEDULE B



                                  FCC Licenses



--------------------------------------------------------------------------------
1.  FCC LICENSES
----------------- ------------------- ------------------------ -----------------
Call Sign         City of License     File Number              Expiration Date
----------------- ------------------- ------------------------ -----------------
WKYS-FM           Washington, DC      BALH-941103GE
                                      BALH-950427GG
                                      BRH-950601YR             October 1, 2003
                                      BLH-900130KB             October 1, 2003
                                      BMLH-920l30KC            October 1, 2003
----------------- ------------------- ------------------------ -----------------
WOL(AM)           Washington, DC      BAL-950427GE
                                      BR-950601B3              October 1, 1995*
                                      BZ-921119AA              October 1, 1995*
----------------- ------------------- ------------------------ -----------------
WMMJ(FM)          Bethesda, MD        BALH-950427GF
                                      BR-950601ZG              October 1, 2003
                                      BLH-910830KA             October 1, 2003
----------------- ------------------- ------------------------ -----------------
WOLB(AM)          Baltimore, MD       BAL-930401GG
                                      BAL-950427GH
                                      BR-950601VG              October 1, 2003
                                      BL-860207AJ              October 1, 2003
----------------- ------------------- ------------------------ -----------------
WERQ-FM           Baltimore, MD       BALH-950427GJ
                                      BAL-930401GH
                                      BRH-950601ZF             October 1, 2003
                                      BLH-891228KA             October 1, 2003
                                      BLH-891228KB             October 1, 2003
----------------- ------------------- ------------------------ -----------------
WWIN(AM)          Baltimore, MD       BAL-910828HN
                                      BAL-950427GI
                                      BR-950601VE              October 1, 2003
                                      BZ-900430AH              October 1, 2003
----------------- ------------------- ------------------------ -----------------
WWIN-FM           Glen Burnie, MD     BALH-910828HO
                                      BALH-950427GK
                                      BRH-95060IVF             October 1, 2003
                                      BMLH-920325KC            October 1, 2003
----------------- ------------------- ------------------------ -----------------
WPHI-FM           Jenkintown, PA      BRH-910319YG             August 1, 1998
                                      BLH-870408KA             August 1, 1998
                                      BALH-961213GK
----------------- ------------------- ------------------------ -----------------


* Radio One's timely filing of a license renewal application for the license for
WOL(AM) has automatically extended the license term for the main station license
and the associated  auxiliary licenses until the FCC takes action on the renewal
application.


<PAGE>




--------------------------------------------------------------------------------
2.  BROADCAST AUXILIARY FACILITIES
----------------- ------------------- ------------------------ -----------------
Primary Sation     Auxiliary Call
                        Signs          File Number              Expiration Date
----------------- ------------------- ------------------------ -----------------
WKYS-FM           KPH-709             BPLRE-860822MG           October 1, 2003
                  KPJ-713             BPLRE-880421MB           October 1, 2003
                  WHM-976             BMLST-830307MC           October 1, 2003
                  KPH-735             BPLRE-860823MY           October 1, 2003
                  KGL-356             BALRE-880406MF           October 1, 2003
                  KGL-357             BALRE-880406ME           October 1, 2003
----------------- ------------------- ------------------------ -----------------
WOL(AM)           WLP-796             BLST-900202ME            October 1, 1995*
----------------- ------------------- ------------------------ -----------------
WMMJ(FM)          WLP-729             BPLST-900126MH           October 1, 2003
                  WLP-724             BLST-851009MK            October 1, 2003
----------------- ------------------- ------------------------ -----------------
WERQ-FM           WLE-939             BPLST-900220MA           October 1, 2003
                  KPK-392             BPLRE-900220ME           October 1, 2003
                  KPK-262             BPLRE-900313MG           October 1, 2003
----------------- ------------------- ------------------------ -----------------
WWIN(AM)          WLP-458             BPLST-890321MD           October 1, 2003
----------------- ------------------- ------------------------ -----------------
WWIN-FM           WHS-275             BPLST-890321MC           October 1, 2003
----------------- ------------------- ------------------------ -----------------
WPHI-FM           WLJ-410             BMLST-861125MH           August 1, 1998
                  KB-97399            BMLRE-871016MB           August 1, 1998
----------------- ------------------- ------------------------ -----------------


* Radio One's timely filing of a license renewal application for the license for
WOL(AM) has automatically extended the license term for the main station license
and the associated  auxiliary licenses until the FCC takes action on the renewal
application.




<PAGE>



                                                                      SCHEDULE C
                                   Complaints


1.       EQUAL EMPLOYMENT OPPORTUNITY COMMISSION COMPLAINTS:

         Charge #120950174: Stewart E. Broady v. Radio One of Maryland, Inc. Mr.
                            ------------------------------------------------
Broady was terminated from part-time employment as an on-air personality, due to
poor  ratings  performance  and in an effort  to  control  costs by  eliminating
excessive staffing levels. He claims he was fired on age discrimination grounds.

         John  Leva-Day  v.  Radio  One,  Inc.  Race  Discrimination,   Wrongful
         ------------------------------------
Termination for Race.

         Robert  Paris  v.  Radio  One,  Inc.  Race   Discrimination,   Wrongful
         ------------------------------------
Termination for Race.

2.       FCC LICENSE RENEWAL APPLICATIONS:

         A license renewal  application  for Station  WOL(AM),  Washington,  DC,
remains  pending.  On June 1,  1995,  Radio  One,  Inc.,  filed  with the FCC an
application  for  renewal  of the  license  for  Station  WOL(AM)  (FCC File No.
BR950601B3).  The  application  was accepted for filing by the FCC pursuant to a
Public Notice dated June 19, 1995. No petitions to deny the  applications and no
competing  applications for the broadcast frequency were filed. However,  action
on the renewal  application has apparently been delayed due to the processing by
the  FCC of a  pending  complaint  against  WOL(AM)  alleging  that  programming
material broadcast on the station was indecent and obscene.

3.       LISTENER COMPLAINTS:

         Other  unresolved  complaints have been filed against Station  WOL(AM),
all of which,  except for two, were filed prior to the expiration of the October
1, 1995, license term. The complaints are as follows:

         June 20, 1996, from Tanya Chutkan,  Counsel for Loretta Smith, alleging
that WOL(AM)  violated Section 73.1206 of the FCC's rules which requires consent
before recording a telephone  conversation for broadcast and a D.C. statute that
prohibits  disclosure  of the names of  juveniles in criminal  proceedings.  The
messages allegedly  broadcast were left on a telephone  answering machine.  This
may involve the same facts as a complaint filed by Loretta Smith on May 1, 1993,
alleging that WOL(AM) broadcast messages left on a telephone  answering machine.
That complaint was resolved in favor of WOL(AM) by a letter dated  September 30,
1993,  from Roger Holberg,  Acting Chief of the  Complaints  and  Investigations
Branch of the FCC.

<PAGE>
                                                                               2


         October 3, 1995,  from Mrs. P. Buckland,  alleging that broadcasts have
contained slurs directed at her.

         March 27, 1994,  from Stephen  Johnson,  alleging that racial slurs and
indecent language have been broadcast.

         March 14, 1994, from Pamela and Joseph Buckland, alleging that they are
experiencing the effects of high voltage.

         February 23, 1994,  from Robin D. Grove,  alleging that racially biased
comments have been  broadcast.  Note that this complaint  alleges that WMMJ also
broadcast such comments.

         October 26, 1993,  from Faith Dane,  alleging that her First  Amendment
rights were violated and that she was escorted from the studio against her will.

         In addition to the  complaints  described  above filed against  Station
WOL(AM),  a  complaint  was filed  against  Station  WERQ-FM on March 20,  1997,
alleging that lyrics of a song played on the radio contained profanity.

