                                                                       

                              STANDSTILL AGREEMENT


                  STANDSTILL  AGREEMENT (this  "Agreement")  effective as of May
19, 1997, by and among Radio One,  Inc., a Delaware  corporation  ("Radio One");
the  subsidiaries  of  Radio  One from  time to time  party  hereto  and who are
guarantors of the Senior  Indebtedness (as defined below) (herein referred to as
the "Subsidiaries" and collectively,  with Radio One hereinafter  referred to as
the  "Companies,"  and  individually  as a "Company");  ALTA  Subordinated  Debt
Partners  III,  L.P.,  BancBoston  Investments,  Inc.,  Grant M. Wilson,  Syncom
Capital  Corporation,  Alliance  Enterprise  Corporation,  Greater  Philadelphia
Venture Capital  Corporation,  Inc.,  Opportunity Capital  Corporation,  Capital
Dimensions  Venture Fund,  Inc., TSG Ventures Inc. and Fulcrum  Venture  Capital
Corporation  (together with their  respective  successors  and assigns,  each an
"Investor" and collectively the  "Investors");  Alfred C. Liggins,  Catherine L.
Hughes  and  Jerry  A.  Moore,   III  (each,  a  "Management   Stockholder"  and
collectively, the "Management Stockholders"); and NationsBank of Texas, N.A., as
Agent ("Agent") for itself and the other Senior Lenders  (hereinafter  defined),
and United States Trust Company of New York, as trustee (the  "Trustee") for the
holders of the Senior Subordinated Notes under the Indenture (as those terms are
hereinafter defined).

                                   WITNESSETH:

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

                  WHEREAS,  simultaneously  with the execution of the Securities
Purchase  Agreement,  Radio One and the Series A Preferred Investors (as defined
below) entered into an Exchange Agreement (the "Exchange Agreement") dated as of
June 6, 1995,  pursuant to which the Series A Preferred  Investors exchanged all
of their then  existing  warrants for  $6,251,094  in cash and new warrants (the
"Exchange Warrants", together with the New Warrants, the "Warrants") to purchase
an aggregate of 96.11 shares of the common stock of Radio One on a fully-diluted
basis;

                  WHEREAS,  simultaneously  with the execution of the Securities
Purchase Agreement, Radio One, the Investors,  certain subsidiaries of Radio One
then existing,  and the Management  Stockholders  entered into a Warrantholders'
Agreement dated as of June 6, 1995 (referred to herein as the "Existing  Warrant
Agreement"), to govern the rights of each under the Warrants;

                                      - 1 -

<PAGE>



                  WHEREAS,  Radio One has heretofore  entered into: (i) an asset
purchase agreement with Jarad Broadcasting Company of Pennsylvania,  Inc., dated
December 6, 1996, as amended (the WPHI-FM Purchase  Agreement"),  which provides
for the  purchase  of certain  assets used or held for use in the  operation  of
Radio Station WPHI-FM,  licensed to Jenkintown,  Pennsylvania  ("WPHI-FM"),  and
(ii) a binding letter of intent (the "WYCB-AM  Letter of Intent") to acquire the
stock  of the  corporation  holding  Radio  Station  WYCB-AM,  Washington,  D.C.
("WYCB-AM," and together with WPHI-FM, the "New Stations");

                  WHEREAS,  simultaneously with the execution hereof,  Radio One
will issue its 12% Senior Subordinated Notes due 2004 (the "Senior  Subordinated
Notes") to certain investors (the "Senior Subordinated Noteholders") pursuant to
an offering  under Rule 144A of the  Securities  Act of 1933,  as amended,  with
respect to which Radio One shall  receive  gross  proceeds in an amount equal to
$75,000,000 (the "Senior  Subordinated  Debt Financing") for the purpose of: (i)
funding  the  balance  of  the  purchase   price  for  WPHI-FM   (the   "WPHI-FM
Acquisition")  and WYCB-AM (the  "WYCB-AM  Acquisition,"  and together  with the
WPHI-FM Acquisition,  the "Acquisitions"),  (ii) repaying all of the outstanding
indebtedness due under the Amended and Restated Senior Credit Agreement dated as
of June 6,  1995,  among  Radio  One,  certain  Subsidiaries  of Radio  One then
existing,  NationsBank of Texas, N.A., as agent and lender, and the other Senior
Lenders named  therein (as amended,  the  "Existing  Senior Credit  Agreement");
(iii) paying for the  leasehold  improvements,  new  equipment and other amounts
associated with moving Radio One's  Washington,  D.C. offices and studios in the
second quarter of 1997 to an office building located in Lanham,  Maryland;  (iv)
providing funding for other general purposes, including working capital; and (v)
paying the related fees and expenses of the offering of the Senior  Subordinated
Notes,  the exchange of Preferred Stock (as defined herein) for the Subordinated
Notes and the Acquisitions;

                  WHEREAS,  Radio  One,  Radio One  Licenses,  Inc.,  a Delaware
corporation (the  "Subsidiary"),  and NationsBank of Texas, N.A.  (together with
any other lender thereunder, and its successors and assigns, a "Senior Lender"),
intend to enter into that certain Amended and Restated  Senior Credit  Agreement
with Radio One,  dated as of May 19, 1997,  amending and  restating the Existing
Senior Credit Agreement (as amended, modified, restated, supplemented,  renewed,
extended,  increased,  rearranged or substituted  from time to time, the "Senior
Credit  Agreement"),  pursuant  to  which  the  Senior  Lender  will  loan up to
$7,500,000  of secured  senior debt to Radio One in the form of a line of credit
for working capital needs and general corporate purposes, and including a letter
of credit  facility for good faith escrow  deposits in connection with Permitted
Acquisitions and to secure certain Capital Lease Obligations; and

                  WHEREAS,  pursuant to the terms of a  Preferred  Stockholders'
Agreement,  dated  as of May 14,  1997 by and  among  the  Investors,  including
without  limitation  the  Investors  listed as Series A Preferred  Investors  on
Schedule A thereto (the "Series A Investors") and the Investors listed as Series
B Preferred  Investors on Schedule A thereto (the "Series B  Investors"),  Radio
One,  the   Subsidiary,   and  each  Management   Stockholder   (the  "Preferred
Stockholders'   Agreement"),   and  as  a  necessary  condition  to  the  Senior
Subordinated Debt Financing,  (i) the Series A Preferred Investors will exchange
all of their Subordinated Notes (including all accrued

                                      - 2 -


<PAGE>



but  unpaid  interest  thereon)  for the number of shares of Series A 15% Senior
Cumulative  Redeemable  Preferred  Stock of Radio One (the  "Series A  Preferred
Stock") listed on Schedule A to the Preferred Stockholders'  Agreement, and (ii)
the Series B Preferred  Investors will exchange all of their  Subordinated Notes
(including all accrued but unpaid interest  thereon) for the number of shares of
Series B 15%  Senior  Cumulative  Redeemable  Preferred  Stock of Radio One (the
"Series B Preferred  Stock," and together with the Series A Preferred Stock, the
"Preferred  Stock")  listed  on  Schedule  A  of  the  Preferred   Stockholders'
Agreement; and

         WHEREAS,  on or about the date hereof,  the  Companies,  the Management
Shareholders and the Investors will enter into a First Amendment to the Existing
Warrant Agreement (as so amended,  the "Warrant  Agreement"),  pursuant to which
replacement  certificates  (entitled  "Amended and Restated  Warrants")  will be
issued in replacement of the outstanding warrant certificates reflecting changes
in Radio One's debt and capital  structure.  The term  "Warrants" as used herein
shall include such replacement certificates.

                  In  order to  induce  the  Senior  Lenders  to make  financial
accommodations  to the Companies and to enter into the Senior Credit  Agreement,
and to induce  the  Senior  Subordinated  Noteholders  to  purchase  the  Senior
Subordinated Notes, and for other good and valuable  consideration,  the receipt
and adequacy of which are hereby acknowledged,  the Companies, the Investors and
the Management  Stockholders hereby agree with the Agent on behalf of the Senior
Lenders, and the Trustee, on behalf of the Senior Subordinated Noteholders that,
so long as any Senior  Indebtedness  (as hereinafter  defined) is outstanding or
committed to be advanced, each such party will comply with such of the following
provisions as are applicable to it:

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



                  1. Certain Definitions.

                     1.1 Capitalized Terms.  Except as otherwise defined herein,
all capitalized  terms used in this Agreement shall have the meanings  specified
for such terms in Appendix A.

                     1.2 Senior  Indebtedness.  The term  "Senior  Indebtedness"
shall  mean any and all  loans,  advances,  extensions  of credit  and any other
indebtedness, obligations and/or liabilities, now existing or hereafter arising,
direct or indirect,  absolute or contingent, of the Companies, or any of them to
(i) the Senior Lenders  outstanding  from time to time,  whether pursuant to the
Senior Credit Agreement,  any guaranty or guaranties  thereof,  the notes issued
pursuant  thereto any  security  agreement  or any other  agreement  or document
entered into by any of the Companies in connection therewith (collectively,  the
"Loan Documents")  (including,  without limitation,  any and all indebtedness to
the  Senior  Lenders  in respect  of any and all  future  loans or  advances  or
extensions  of  credit  made to the  Companies,  or any of them,  by the  Senior
Lenders  prior  to,  during  or  following  any  proceeding  in  respect  of any
"Reorganization",  as defined in Section  3.2  hereof,  together  with  interest
thereon and all fees,  expenses and other amounts (including costs of collection
and reasonable attorneys' fees) at any time owing to the Senior Lenders, whether
arising  in  connection 

                                      - 3 -

<PAGE>


with the Senior Credit  Agreement,  or any other Loan  Documents,  or such other
indebtedness (all of the foregoing  sometimes referred to herein as the "Primary
Senior Indebtedness"), and (ii) the Senior Subordinated Noteholders from time to
time,  pursuant to that  certain  Indenture,  by and between the Company and the
Trustee,  dated May 15,  1997 (as  amended,  modified,  restated,  supplemented,
renewed, extended,  increased,  rearranged or substituted from time to time, the
"Indenture"),  the  Senior  Subordinated  Notes  issued  pursuant  thereto,  the
guaranties  of  the  Subsidiaries   with  respect  thereto  (the   "Subordinated
Guaranties"),  or  otherwise,  together  with  interest  thereon  and all  fees,
expenses  and  other  amounts  (including  costs of  collection  and  reasonable
attorneys'  fees) at any  time  owing to the  Senior  Subordinated  Noteholders,
whether arising in connection with the Indenture, the Senior Subordinated Notes,
the  Subordinated  Guaranties  or any  other  document  executed  in  connection
therewith,  (regardless of the extent to which the Senior Credit  Agreement,  or
any other Loan  Document,  or such other  indebtedness,  or the  Indenture,  the
Senior Subordinated Notes or the Subordinated  Guaranties is enforceable against
the Companies and  regardless of the extent to which such amounts are allowed as
claims against the Companies in any  Reorganization,  and including any interest
thereon  accruing after the  commencement  of any  Reorganization  and any other
interest  that would  have  accrued  thereon  but for the  commencement  of such
Reorganization); provided, that without the prior consent of Investors holding a
majority  in interest  of the  Preferred  Stock,  the Senior  Lenders  shall not
increase the greater of (i) the aggregate  committed  amount of $7,500,000 under
the Senior  Credit  Agreement  or (ii) the  principal  amount of loans under the
Senior Credit  Agreement  permitted to be outstanding  to the  Companies,  by an
amount in excess of $2,500,000, and the Senior Subordinated Noteholders will not
increase the principal amount outstanding under the Senior  Subordinated  Notes.
All holders of Senior  Indebtedness  shall be  entitled to the  benefits of this
Agreement without notice thereof being given to the Investors.

                     1.3  Subordinated   Obligations.   The  term  "Subordinated
Obligations"  shall mean any and all existing and hereafter arising  obligations
and/or  liabilities  whatsoever  of the  Companies,  or any of them,  to (i) the
Investors in  connection  with the  Preferred  Stock,  whether  payments made in
respect of Liquidation Value or dividends of the Preferred Stock, indemnities or
otherwise  in respect  of such  Preferred  Stock,  whether  direct or  indirect,
absolute or contingent,  and all claims, rights, causes of action, judgments and
decrees  in  respect  of  the  foregoing,  including,  without  limitation:  all
indebtedness,  obligations  and/or  liabilities  arising under,  resulting from,
relating to or in connection with such Preferred  Stock,  and further  including
without  limitation  any amounts paid at any time to the  Investors  under or in
connection  with  provisions of the Securities  Purchase  Agreement and (ii) the
Investors in connection with or under the, the Warrant Agreement,  the Warrants,
any and all proxies granted in connection therewith,  and (iii) any indebtedness
of the  Company or any  Subsidiary  issued to the  Investors,  if any and at any
time, in any transaction related to or in connection with the Preferred Stock or
the Warrants,  and in each case any and all agreements or  instruments  securing
any of the obligations,  indebtedness  and/or liabilities  evidenced by, arising
under,  resulting  from or  related  to the  foregoing  (all  of the  foregoing,
together with any other agreement,  document,  instrument,  certificate or proxy
evidencing or relating to any of the foregoing,  the  transactions  contemplated
therein or the Subordinated  Obligations being hereinafter collectively referred
to as the "Subordinated Agreements").

                                      - 4 -

<PAGE>

 2. Representations and Warranties.

(a) The Company and each Management  Shareholder  hereby represents and warrants
to the Agent,  the Senior  Lenders,  the Trustee  and each  Senior  Subordinated
Noteholder that:

         (i) At the date  hereof (i) the total  number of shares of 15% Series A
Preferred  Stock  authorized  by Radio One,  held by the Series A Investors,  is
100,000 shares,  par value $.01 per share;  with an aggregate  Liquidation Value
for all such Series A Preferred  Stock equal to  $8,484,303;  and (ii) the total
number of shares of 15% Series B Preferred Stock authorized by the Company, held
by the Series B Investors,  is 150,000 shares, par value $.01 per share, with an
aggregate  Liquidation  Value for all such  Series B  Preferred  Stock  equal to
$12,446,710. At the date hereof, no dividends have been declared or have accrued
with respect to the  Preferred  Stock.  All of the  Investors  holding  Series A
Preferred  Stock are listed on Exhibit A, under the caption  "Series A Preferred
Investors";  all of the Investors holding Series B Preferred Stock are listed on
Exhibit  A,  under  the  caption  "Series  B  Preferred  Investors".  All of the
Investors   holding  warrants  are  listed  on  Exhibit  A,  under  the  caption
"Warrantholders".

         (ii) True, accurate and complete copies of the Subordinated  Agreements
are attached hereto as Exhibit B; and


(b) Each  Investor  hereby  represents  and  warrants  to the Agent,  the Senior
Lenders, the Trustee and each Senior Subordinated Noteholder that:

         (i) Each Investor is the holder of the Preferred  Stock held by it, and
in the case of Investors  owning Warrants,  the Warrants,  free and clear of all
liens,  claims  and  encumbrances,  and  such  Investor  is not  subject  to any
contractual  limitation or restriction which would impair in any way its ability
to execute or perform its obligations under this Agreement.

         (ii) Each  Investor  hereby  consents to the  Companies  incurring  the
Senior  Indebtedness,  including,  without  limitation,  all  future  loans  and
extensions  of  credit  by  the  Senior  Lenders  and  the  Senior  Subordinated
Noteholders  to the Companies  (to the extent  permitted  hereunder),  or any of
them,  for all  purposes  for  which  such  consent  may be  required  under the
Subordinated Agreements or otherwise;

         (iii) Such  Investor has no liens on,  security  interests in, or other
rights to any of the assets of the Companies.

                                      - 5 -

<PAGE>

                  3. Terms of Subordination.

                     3.1 No Transfer.  The Investors  will not sell or otherwise
dispose of any of the Subordinated Obligations,  including,  without limitation,
the  Preferred  Stock or the  Warrants,  except  with the  consent of the Senior
Lenders (which consent shall not be unreasonably withheld);  provided,  however,
that the Investors  may sell or transfer the Preferred  Stock or the Warrants to
an Affiliate,  or any partner of any Investor  existing on the date hereof or as
required  by law or  regulation.  In all  cases,  prior to any  transfer  of the
Preferred  Stock or the Warrants,  or any other  Subordinated  Obligation,  each
transferee  thereof  must (a)  agree  in  advance  in  writing,  pursuant  to an
agreement in form acceptable to the Senior Lenders, to become a party hereto and
(b)  pledge to Agent  and the  Senior  Lenders,  in  advance,  any  Warrants  so
transferred pursuant to a pledge agreement in form acceptable to Senior Lenders.
The  Investors  shall give the Senior  Lenders at least  thirty  (30) days prior
written  notice  of any such  proposed  transfer  stating  the  identity  of the
transferee  and providing  such other  information  as the Senior  Lenders shall
reasonably require.

                     3.2 Payment Subordinated.  (a) Anything in the Subordinated
Agreements to the contrary  notwithstanding,  each Investor hereby  subordinates
and defers the payment of the  Subordinated  Obligations,  and the  Subordinated
Obligations  are and shall be hereby made  expressly  subordinate  and junior in
right of payment to the prior indefeasible payment in full in cash of the Senior
Indebtedness  and termination of the Senior Credit  Agreement and the Indenture,
and the Subordinated  Obligations are hereby subordinated as a claim against the
Companies and the Management  Stockholders (relating to the Senior Indebtedness)
or any of the assets of, or ownership  interests in, the Companies  whether such
claim be (i) in the event of any  distribution  of the assets of a Company  upon
any  voluntary  or  involuntary  dissolution,   winding-up,   total  or  partial
liquidation or reorganization, or bankruptcy, insolvency,  receivership or other
statutory or common law proceedings or  arrangements  involving a Company or the
readjustment  of the  liabilities of a Company or any assignment for the benefit
of creditors or any marshaling of the assets or liabilities of a Company (any of
the foregoing  being  hereinafter  referred to as a  "Reorganization"),  (ii) in
connection with a sale of the Companies pursuant to the Subordinated  Agreements
or otherwise or (iii) other than in connection  with any  Reorganization  or any
such  sale,  to the prior  indefeasible  payment  in full in cash of the  Senior
Indebtedness  and termination of the Senior Credit  Agreement and the Indenture.
In furtherance of the foregoing,  except as provided in Section 3.6 hereof,  the
Companies will not make, and no holder of Subordinated  Obligations  will accept
or  receive,  any  payment  of  Subordinated  Obligations  until all the  Senior
Indebtedness  has been  indefeasibly  paid in full in cash and the Senior Credit
Agreement and the Indenture have been terminated.

                     (b) Further,  so long as any Claim (as defined in Section 5
hereof)  of Agent or any of the  Senior  Lenders  or the  Trustee  or any Senior
Subordinated   Noteholder   against  any  of  the   Companies,   the  Management
Stockholders  (relating to the Senior Indebtedness) or any portion of the Senior
Indebtedness  remains  outstanding or  unsatisfied,  and until the Senior Credit
Agreement and the Indenture have been  terminated,  each Investor agrees that it
shall not (i) exercise any of its rights under the Warrants or any other option,
warrant,  call or other  Right  (other  than,  subject to Section 8 hereof,  the
Investors' rights under Section 10 of the Preferred  Stockholders' Agreement and
Articles VI and VIII of the Warrant  Agreement and under any  irrevocable  proxy
granted to

                                      - 6 -

<PAGE>

effectuate  the  Investors'  rights  under  Articles  VI and VIII of the Warrant
Agreement)  it may now have or hereafter  acquire with respect to any portion of
the  capital  stock of any of the  Companies  (collectively,  "Equity  Rights"),
whether acquired pursuant to the Subordinated Agreements or otherwise (A) unless
after the exercise of such Warrants or other Equity  Rights,  the Investors will
not own,  directly or indirectly,  65% or more of Radio One or any other Company
nor be entitled to elect or  designate  for  election a majority of the Board of
Directors of any Company, (B) if as a result of such exercise of the Warrants or
other Equity  Rights,  Hughes and Liggins  shall not continue to directly own of
record  and  beneficially  and to  control  35% or  more  of  Radio  One and the
Companies or would not be entitled to elect or designate for election a majority
of the Board of Directors of any Company and (C) unless such Investor shall have
first (x) notified the Senior  Lenders and the Trustee of its desire to exercise
its Warrant,  (y) instructed and notified Radio One that any capital stock to be
issued in connection  with the exercise of any Warrant of any Investor  shall be
delivered directly to Agent as security for the Primary Senior  Indebtedness and
(z) such Investor  shall  simultaneously  pledge such capital stock to the Agent
for the benefit of the Senior Lenders pursuant to a pledge agreement in form and
substance  satisfactory  to the Senior Lenders and deliver to Agent stock powers
(executed in blank) covering such capital stock, (ii) exercise any rights it now
has or hereafter acquires to require a Company to repurchase any of the Warrants
pursuant to the Subordinated  Agreements or otherwise,  or (iii) accept any sums
in consideration of repurchase of any of the Warrants.

                     3.3  Distributions in  Reorganization.  (a) In the event of
any  Reorganization  relative to a Company or property of a Company,  all of the
Senior  Indebtedness shall first have been indefeasibly paid in full in cash and
the Senior Credit Agreement and the Indenture shall have been terminated  before
any  payment  whatsoever  is  made  upon  or  in  respect  of  the  Subordinated
Obligations  (including  but not limited to  payments on account of  redemption,
liquidation,  dividends, or principal,  premium, interest or otherwise),  and in
any such  proceedings  any  payment  or  distribution  of any kind or  character
whatsoever,  whether in cash or property or  securities  which may be payable or
deliverable  in  respect  of the  Subordinated  Obligations  shall  be  paid  or
delivered  directly to the (i) Agent for the  benefit of the Senior  Lenders for
application in payment of the Primary Senior Indebtedness,  unless and until the
Investors  shall have  received  notice in writing  from the Agent that all such
Primary Senior  Indebtedness  shall have been indefeasibly paid and satisfied in
full in cash and the Senior Credit  Agreement  shall have been  terminated,  and
(ii)  thereafter  to the  Trustee,  for the  benefit of the Senior  Subordinated
Noteholders, for application in payment of the Senior Subordinated Notes and all
monetary  obligations of any Company under the  Indenture,  unless and until the
Investors  shall have received  notice in writing from the Trustee that all such
Senior  Subordinated  Notes and all monetary  obligations under the Indenture of
any Company shall have been  indefeasibly paid and satisfied in full in cash and
the Indenture shall have been terminated. In the event that, notwithstanding the
foregoing,  upon any such Reorganization,  any payment or distribution of assets
of a Company of any kind or character  whatsoever,  whether in cash, property or
securities,  shall be  received  by any holder of the  Subordinated  Obligations
before all of the Senior  Indebtedness is indefeasibly  paid in full in cash and
the  Senior  Credit  Agreement  and the  Indenture  have  been  terminated,  the
Investors  agree  hereby  to cause all such  payments  and  distributions  to be
immediately  paid  over,  first,  to the Agent  for the  benefit  of the  Senior
Lenders,  for  application  to the  payment of all Primary  Senior  Indebtedness
remaining  unpaid

                                      - 7 -

<PAGE>

until the Investors  shall have  received  notice in writing from the Agent that
all such Primary Senior  Indebtedness  shall have been indefeasibly paid in full
in cash and the Senior Credit Agreement has been terminated,  and second, to the
Trustee for the benefit of the Senior Subordinated Noteholders,  for application
to the  payment  of  all  Senior  Subordinated  Notes  and  all  other  monetary
obligations of any Company under the Indenture,  until the Investors  shall have
received  notice in writing from the Trustee  that all such Senior  Subordinated
Notes and such other monetary  obligations  shall have been indefeasibly paid in
full in cash and the Indenture has been terminated.

                     (b) Until  such time as the  Senior  Indebtedness  has been
indefeasibly  paid and satisfied in full in cash and the Senior Credit Agreement
and the Indenture shall have been terminated,  each of the Investors irrevocably
authorizes and empowers the Agent, on behalf of the Senior Lenders,  and at such
time as the Primary Senior  Indebtedness  shall have been  indefeasibly  paid in
full,  the Trustee,  on behalf of the Senior  Subordinated  Noteholders,  in any
proceedings under any  Reorganization  (i) to file a proof of claim on behalf of
any or all of the Investors with respect to the Subordinated  Obligations if any
such  Investor  fails to file  proof of its claims  prior to 30 days  before the
expiration of the time period  during which such claims must be submitted,  (ii)
to accept  and  receive  any  payment  or  distribution  which may be payable or
deliverable  at any time upon or in  respect of such  Subordinated  Obligations,
provided that at such time as the Primary  Senior  Indebtedness  shall have been
indefeasibly  paid in full,  amounts  received  thereafter by the Agent, if any,
shall be  delivered  by the Agent to the  Trustee  for the benefit of the Senior
Subordinated Noteholders, (iii) to prove any and all claims, or seek enforcement
thereof,  of each of the Investors in any Reorganization  proceeding and (iv) to
take such other action as may be reasonably  necessary to effectuate  any of the
foregoing.  Upon the Agent's or the Trustee's reasonable request,  each Investor
agrees  severally  and not jointly to provide to the Agent and the Trustee,  all
information  and documents  necessary to present  claims or prove claims or seek
enforcement thereof as aforesaid. The Investors shall retain the exclusive right
to vote their claims in any Reorganization;  provided, that no Investor shall be
entitled  to take any  action or vote in any way and each such  Investor  hereby
agrees  severally  and not jointly to not take any action or vote in any way, so
as to contest  (i) the  validity  or the  enforceability  of the  Senior  Credit
Agreement,  any of the other  Loan  Documents  or any of the  liens or  security
interests  which  secure  the  payment  or  performance  of the  Primary  Senior
Indebtedness,  (ii) the validity or the  enforceability  of the  Indenture,  the
Senior  Subordinated  Notes, the  Subordinated  Guaranties or any other document
executed in connection  therewith,  or (iii) the validity or  enforceability  of
this  Agreement  or any  agreement or  instrument  to the extent  evidencing  or
relating to the Senior  Indebtedness.  Neither the Agent and the Senior Lenders,
nor the Trustee and the Senior Subordinated  Noteholders,  shall in any event be
liable for any  failure to prove the  Subordinated  Obligations;  for failure to
exercise  any rights with  respect  thereto;  or for failure to collect any sums
payable  thereon or for  failure to take any  affirmative  action in  connection
therewith.

                     3.4  Effect  of  Provisions.  The  provisions  hereof as to
subordination  are solely for the purpose of defining the relative rights of the
holders  of  Senior  Indebtedness  on the  one  hand,  and  the  holders  of the
Subordinated  Obligations on the other hand, and, except as otherwise  expressly
provided herein,  none of such provisions shall impair, as between the Companies
and  the  holders  of  the  Subordinated  Obligations,  the  obligations  of the
Companies,  which are  unconditional  and

                                      - 8 -

<PAGE>

absolute  to  pay  to  such  holders  all of  the  Subordinated  Obligations  in
accordance with the terms thereof.

                     3.5  Subrogation,  etc.  The  holders  of the  Subordinated
Obligations  shall not be  subrogated to the rights of the holders of the Senior
Indebtedness in respect of payments or  distributions of assets of, or ownership
interests in, the  Companies  made on the Senior  Indebtedness,  if at all under
applicable law, until the Senior  Indebtedness shall have been indefeasibly paid
in full in cash and the Senior  Credit  Agreement  and the  Indenture  have been
terminated.

                     3.6 Permitted Payments of Subordinated  Obligations.  Radio
One  may,  from  time  to  time,  pay or  cause  to be  paid  to any  holder  of
Subordinated Obligations, and any such holder may accept and retain, payments or
other  distributions,  including without limitation in respect of any redemption
or other payment in respect of the Preferred Stock, to the extent, and solely to
the extent,  permitted  (i) under the Senior  Credit  Agreement,  so long as any
Primary  Senior  Indebtedness  thereunder  remains  unpaid and the Senior Credit
Agreement has not been terminated,  and (ii) under the Indenture, so long as the
Senior Subordinated Notes, and all monetary obligations in connection therewith,
remain unpaid, and the Indenture has not been terminated.

                  4. Agreement to Hold in Trust.  If any holder of  Subordinated
Obligations   shall  receive  any  payment  with  respect  to  the  Subordinated
Obligations  in any  form and from any  source  whatsoever  (including,  without
limitation,  any payment or distribution of collateral security,  if any, or the
proceeds of any collateral  security) in violation of this  Agreement,  it shall
hold such  payment in trust  first,  for the benefit of the Senior  Lenders and,
promptly upon  discovery or notice of such  violation,  pay it over to Agent for
the  benefit of the Senior  Lenders  for  application  to payment of the Primary
Senior Indebtedness;  and upon receipt of notice from the Agent that the Primary
Senior  Indebtedness  has been paid in full and the Senior Credit  Agreement has
been terminated, shall thereafter, pay it over to the Trustee for the benefit of
the Senior  Subordinated  Noteholders  for  application in payment of the Senior
Subordinated Notes and other monetary obligations under the Indenture; provided,
however,  that if any holder of Subordinated  Obligations receives the Permitted
Prepayment or any interest payment permitted to be made under Section 8.6 of the
Senior Credit Agreement or the Indenture, and such holder is not aware that such
payment was made in violation of the Senior Credit  Agreement or the  Indenture,
or that a default or event of default  exists under the Senior Credit  Agreement
or the other Loan Documents or the Indenture or the Subordinated Guaranties, and
the Agent or the Trustee does not notify such holder of Subordinated Obligations
that such payment was made in violation  of the Senior  Credit  Agreement or the
Indenture,  as the case may be,  within 90 days of the date of payment  thereof,
then the  Investors  shall be  entitled  to retain  such  interest  payments  or
Permitted Prepayment.

                  5. Amendments to Subordinated  Agreements/Additional  Liens on
Collateral.  Each Investor  covenants and agrees that, unless the Senior Lenders
otherwise consent thereto in writing,  it will not amend or modify any provision
of any of the (a) Warrant Agreement, (b) the Amended and Restated Certificate of
Incorporation of the Company, or the Preferred  Stockholders'  Agreement, or (c)
the other  Subordinated  Agreements,  in each such case, so as to effect (i) any
obligation  to pay any fees or any increase in the rate of interest or dividends
charged,  declared or

                                      - 9 -

<PAGE>

accrued  thereunder,  (ii) any increase in the principal  amount or  liquidation
value of the Subordinated  Obligations or any installment due thereunder,  or to
create  any  obligation  to make a  principal  payment  or payment in respect of
redemption,   (iii)  any   additional   payment  or   prepayment  or  redemption
requirements, or requirements in respect of dividends or voting rights, (iv) any
acceleration  of the maturity  date of any payment for  principal,  redemptions,
dividends or interest,  (v) amendment of the form or method of payment, (vi) the
granting or obtaining of any  collateral  security or obtaining  any lien on any
collateral,   (vii)  providing  for  any  additional   covenants  (financial  or
otherwise)  or  events  of  default  (however  defined),  Redemption  Events  or
remedies, or making more restrictive any existing covenants or events of default
or provisions  governing the Preferred  Stock or Warrants,  (viii) any rights to
control  the board of  directors  of any of the  Companies,  (ix) any changes to
Section 10 of the  Preferred  Stockholders'  Agreement or Articles VI or VIII of
the Warrant  Agreement or (x) any other amendment which would result in a breach
or  violation  of the Senior  Credit  Agreement  or which  could have an adverse
effect on the  operations of the Companies,  the Agent's or the Senior  Lenders'
security  interest  in the  Collateral  or the  Agent's or the  Senior  Lenders'
Claims. As used herein, the term "Claims" shall mean the Senior Indebtedness and
any and all now existing and future  indebtedness,  obligations or  liabilities,
including  without  limitation any post petition  interest,  of the Companies to
Agent  and the  Senior  Lenders,  or the  Trustee  and the  Senior  Subordinated
Noteholders,  whether  direct or indirect,  absolute or  contingent,  secured or
unsecured,  arising under the Senior Credit  Agreement,  the Notes, or any other
Loan  Documents,  or the  Indenture  or the Senior  Subordinated  Notes,  or the
Subordinated  Guaranties,  as now  written or as  amended,  modified,  restated,
supplemented,  renewed, extended, increased, rearranged or substituted hereafter
or by operation of law or otherwise,  including any and all expenses  (including
reasonable  attorneys'  fees) incurred in connection  therewith and any interest
thereon.  Claims shall also  include all such Claims  arising as a result of any
refinancing of the Claims by another Person in accordance with the terms of this
Agreement or (c) obtain any liens on or security  interests in any of the assets
or Property of the  Companies as security for the  Subordinated  Obligations  or
otherwise.

                6. Requirement of Notice. (a)The Investors agree to notify Agent
and the Senior  Lenders and the  Trustee,  on behalf of the Senior  Subordinated
Noteholders immediately upon the happening of any of the following:

                              (i) the  Investors  declare  an event of  default,
         elect to exercise rights of any mandatory  redemption or put in respect
         of the Preferred  Stock, or elect to exercise any rights to convert the
         Preferred  Stock or Warrants into common stock or  indebtedness  of the
         Company or any Subsidiary, under any of the Subordinated Agreements;

                              (ii) the waiver by the  Investors  of any material
         default or redemption event under any of the Subordinated Agreements;

                              (iii) the  acceleration or occurrence of any event
         requiring  redemption of the Subordinated  Obligations,  or event which
         provides increased voting rights to the Investors,  or creates an event
         of default  under the Senior  Credit  Agreement  or the  Indenture as a
         result of any change of control provision therein;

                                     - 10 -

<PAGE>

                              (iv)  actual  knowledge  of  the  occurrence  of a
         breach by the Company or any  Subsidiary  of any event under Section 10
         of the Preferred  Stockholders Agreement or under the Warrant Agreement
         which  permits the  Investors  to require the Company to seek a sale of
         the Company or its assets,  or a refinancing  of its  indebtedness  and
         obligations in respect of the Preferred Stock, in each case, subject to
         the terms hereof; or

                              (v) actual  knowledge of any breach by an Investor
         under this  Agreement,  or any Loan  Document to which an Investor is a
         party executed in connection with the Senior Credit  Agreement,  or the
         Indenture.

                     (b) Prior to the  commencement  of any  foreclosure  action
against a Company or  acceleration  of the Senior  Indebtedness  by reason of an
event of default under the Senior Credit  Agreement,  or acceleration  under the
Indenture,  each of the  Agent  and the  Trustee,  as the case may be,  agree to
notify the Investors of such event of default (although the failure to give such
notice  shall not  affect  the  validity  of such  acceleration  or  foreclosure
action).

                  7. Legend. The Companies and each Investor, for itself and its
successors and assigns as holders of Subordinated Obligations, covenant to cause
each agreement and instrument representing or evidencing any of the Subordinated
Obligations  issued or executed by the  Companies and either of them and held by
the Investors or any agreement securing the Subordinated  Obligations including,
without limitation,  the Preferred  Stockholders  Agreement,  the Warrants,  the
Warrant  Agreement,  the Preferred  Stock and any other documents or instruments
evidencing  Subordinated  Obligations or Liens or security interests in favor of
the Investor in connection with the Subordinated  Obligations from time to time,
if any, to have affixed upon it a legend which reads substantially as follows:

         "This  instrument/agreement  is subject to a Standstill Agreement dated
         as of May 19, 1997 among RADIO ONE,  INC.,  the  Subsidiaries  of Radio
         One, Inc. from time to time,  the Investors (as defined  therein),  the
         Senior Lenders (as defined therein) and NationsBank of Texas,  N.A., as
         Agent to the Senior Lenders (as defined  therein) and individually as a
         Lender, and United States Trust Company of New York, as Trustee for the
         Senior Subordinated Noteholders (as defined therein). By its acceptance
         of this  instrument/agreement,  the holder hereof agrees to be bound by
         the  provisions  of such  Standstill  Agreement to the same extent that
         each Investor is bound. In the event of any  inconsistency  between the
         terms of this  instrument/agreement  and the  terms of such  Standstill
         Agreement,  the terms of the Standstill  Agreement  shall govern and be
         controlling."

                  8. Limit on Right of Action. Each Investor, for itself and its
successors  and  assigns,  agrees for the  benefit of the  holders of the Senior
Indebtedness  that  until  indefeasible  payment  in full in cash of the  Senior
Indebtedness  and termination of the Senior Credit  Agreement and the Indenture,
such  Investor  will not take any action to  accelerate  or demand  payment by a
Company of the Subordinated Obligations,  or exercise a right of redemption or a
put (to the Company) in respect of the Subordinated Obligations, or exercise any
of its  remedies in respect of the  Subordinated  Obligations,  to initiate  any
Reorganization  of,  or  litigation  against,  a  Company,  or to 

                                     - 11 -

<PAGE>

foreclose or otherwise  realize on any Lien,  if any,  given by a Company or any
other Person to secure the Subordinated Obligations; provided, however, that the
Investors may  accelerate or exercise a right of redemption of the  Subordinated
Obligations  upon the  earlier to occur of (i) a  Reorganization  of the Company
(provided  that the  Investors  agree to rescind any  acceleration  or notice of
mandatory  redemption  resulting from a  Reorganization  which is an involuntary
proceeding   dismissed  or  discharged   within  60  days  thereof),   (ii)  the
acceleration of the Primary Senior  Indebtedness by the holders  thereof,  (iii)
the date  which is 180 days after the date the  Investors  notify the Agent that
one of the  events  under  subsections  (a),  (b)  or (c) of  Section  10 of the
Preferred  Stockholders  Agreement  has  occurred  so  long  as  such  event  is
continuing at the time of acceleration or exercise of the right of redemption or
a put (to the Company); provided further, however, after prior written notice to
Agent, the Investors may also initiate  litigation against the Companies and the
Management  Stockholders  after  either  one  of the  events  set  forth  in the
foregoing subsections (i) or (ii) have occurred.  Notwithstanding the foregoing,
the  Investors may (x) sue for specific  performance  of any of the covenants in
the Subordinated  Agreements pursuant to their Rights thereunder so long as such
action is not in conflict with this Agreement,  does not involve an acceleration
or an exercise of the right of mandatory redemption or a put (to the Company) of
the  Subordinated  Obligations,  the  creation of any liens,  the payment of, or
determination  of, any  obligation  for money damages or the payment of any sums
whatsoever to the Investors, and (y) take the actions contemplated by Section 10
of the  Preferred  Stockholders  Agreement and Article VI or Article VIII of the
Warrant  Agreement  pursuant to their rights thereunder as in effect on the date
hereof;  provided,  however,  that at such time as the Agent  and/or  the Senior
Lenders have commenced to actively pursue the exercise of their Rights under the
Loan Documents to conduct a sale of the  Collateral  securing the Primary Senior
Indebtedness,  either  pursuant  to  the  exercise  of  foreclosure  Rights,  an
agreed-upon-sale,  or deed-in-lieu of foreclosure,  or otherwise, or the Trustee
on behalf of the Senior  Subordinated  Noteholders  has  commenced  to  actively
pursue the exercise of their Rights under the Senior  Subordinated  Notes or the
Indenture,  then the Investors shall no longer have the right to take any of the
actions   permitted  to  be  taken  by  the  Investors   hereunder  (other  than
acceleration  or exercise of a right to require the Company to redeem any or all
shares of  Preferred  Stock  under  Section  8.1 of the  Preferred  Stockholders
Agreement,  as applicable,  the actions  permitted under Section 3.3 hereof,  or
actions to perfect the  Investors'  rights to payment  from any excess  proceeds
arising from the Pledged Shares after payment in full of the Senior Indebtedness
and the termination of the Senior Credit Agreement and the Indenture) until such
date as the Agent and/or the Senior  Lenders and/or the Trustee on behalf of the
Senior Subordinated Noteholders cease such efforts. If at any ti8. me the Agent,
the  Senior  Lenders  or the  Trustee,  on  behalf  of the  Senior  Subordinated
Noteholder  should  begin or resume to  actively  pursue the  exercise  of their
Rights under the Loan Documents or the Indenture or the Subordinated Guaranties,
including the  conducting of a sale of any of the Collateral by the Agent or any
Senior Lender, then the Investors shall again cease taking any actions permitted
hereunder. In the event of a dispute with respect to this provision, it shall be
the  Investors'  burden of proof  that the Agent or the  Senior  Lenders  or the
Trustee on behalf of the Senior  Subordinated  Noteholders have failed or ceased
to actively pursue the exercise of the Rights as described herein.

                                     - 12 -

<PAGE>

                  9. Intentionally Deleted.

                  10. Intentionally Deleted.

                  11.  Additional  Rights  of  Senior  Lenders  and  the  Senior
Subordinated Noteholders. If any Investor, in violation of this Agreement, shall
commence,  prosecute or participate in any suit, action or proceeding  against a
Management  Stockholder or a Company, a Management  Stockholder (relating to the
Senior  Indebtedness) or a Company may interpose as a defense or plea the making
of this  Agreement,  the Agent may intervene on behalf of the Senior Lenders and
interpose a defense or plea in the Agent's name and/or the Senior Lenders' names
or in the name of a  Management  Stockholder  or a Company,  and the Trustee may
intervene  on behalf of the Senior  Subordinated  Noteholders  and  interpose  a
defense  or  plea  in  the  Trustee's   name  and/or  the  Senior   Subordinated
Noteholders' names or in the name of a Management  Stockholder or a Company.  If
any  Investor  shall  attempt to enforce  any  security  agreement,  real estate
mortgage, deed of trust or any lien instrument or other encumbrance in violation
of the terms of this  Agreement,  the Agent  and/or  the Senior  Lenders  may by
virtue of this Agreement  restrain the  enforcement  thereof in their name or in
the  name of the  Management  Stockholders  or the  Companies.  If any  Investor
obtains  any  assets of a Company  as a result of any  administrative,  legal or
equitable  action,  or otherwise,  each such Investor  agrees  forthwith to pay,
deliver and assign to the Agent for the  benefit of the Senior  Lenders any such
assets for application to the Senior Indebtedness.

                  12. Companies' Additional Agreement.  Each Company agrees with
Agent, the Senior Lenders,  the Trustee and the Senior Subordinated  Noteholders
that it will not,  without  the prior  written  consent  of Agent and the Senior
Lenders',  and the  Trustee  on behalf of the Senior  Subordinated  Noteholders,
execute or deliver any  negotiable  instrument  as evidence of the  Subordinated
Obligations  or  any  part  thereof,  except  as  otherwise  permitted  by  this
Agreement.

                  13.  Rights to Amend Loan  Documents  and  Discontinue  Senior
Indebtedness.  Agent and the Senior Lenders  hereby reserve the right,  in their
sole  discretion,  to modify,  amend,  waive or release  any of the terms of the
Senior Credit Agreement,  the Note, or any of its other Loan Documents,  and the
Trustee on behalf of the Senior  Subordinated  Noteholders  hereby  reserves the
right, in its sole  discretion,  to modify,  amend,  waive or release any of the
terms of the Senior  Subordinated  Notes,  or the Indenture or the  Subordinated
Guaranties, in each case, at any time executed by the Management Stockholders or
the Companies or any other Person in connection with the Senior  Indebtedness or
of  any  other  document  relative  thereto  and to  exercise  or  refrain  from
exercising  any  powers  or  rights  which  the  Senior  Lenders  or the  Senior
Subordinated Noteholders may have thereunder, and such modification,  amendment,
waiver,  release,  exercise  or  failure  to  exercise  shall not  affect any of
Agent's,   the  Senior  Lenders'  the  Trustee's  or  any  Senior   Subordinated
Noteholder's rights under this Agreement. Each Investor hereby agrees that Agent
and the Senior Lenders,  and the Trustee,  on behalf of the Senior  Subordinated
Noteholders,  may  from  time to time,  in  their  sole  discretion,  amend  the
instrument and agreements  evidencing the Senior Indebtedness,  grant extensions
of time of payment or performance and make compromises and grant waivers or make
settlements  with  the  Companies  and each of them or  other  creditors  of the
Companies,  without

                                     - 13 -

<PAGE>

affecting the agreements of the Investors,  the Management  Stockholders  or the
Companies  hereunder.  If at any time  hereafter,  Agent and the Senior  Lenders
shall,  in their own judgment,  determine to discontinue the extension of credit
to the Companies,  they may do so. This  Agreement  shall continue in full force
and effect until the Senior  Indebtedness  shall have been  indefeasibly paid in
full in cash  and the  Senior  Credit  Agreement  and the  Indenture  have  been
terminated.  Notwithstanding  the foregoing,  Agent and the Senior Lenders agree
that they shall not modify any of its Loan  Documents  (a) to increase the rates
of interest payable thereunder above the Default Rate; provided that this clause
shall not  restrict or prohibit the Agent or the Senior  Lenders  from  charging
fees in connection  with such Loan  Documents,  amendments  or waivers  relating
thereto and/or in connection with any over-advance facility that may be extended
from time to time in the  Senior  Lenders'  discretion,  (b) amend or modify the
Senior Credit  Agreement so as to further  restrict  Radio One's ability to make
interest or dividend payments on the Subordinated  Obligations,  (c) to increase
the Senior  Indebtedness  in  violation  of Section 1.2 hereof or (d) extend the
maturity date past the maturity date of the Subordinated Obligations.

         14.  Compensation and Indemnity.  Radio One shall reimburse the Trustee
promptly upon request for all reasonable out-of-pocket expenses incurred or made
by it, in  connection  with this  Agreement.  Such  expenses  shall  include the
reasonable  compensation  and  expenses,   disbursements  and  advances  of  the
Trustee's agents,  counsel,  accountants and experts.  Radio One shall indemnify
the Trustee against any and all loss, liability or expense (including attorneys'
fees) incurred by it in connection with the performance of its duties hereunder,
including  the costs and  expenses  of  defending  itself  against  any claim or
liability in connection with the  acceptance,  exercise or performance of any of
its powers or duties  hereunder.  The Trustee shall notify Radio One promptly of
any claim for which it may seek  indemnity.  Failure by the Trustee so to notify
Radio One shall not relieve Radio One of its  obligations  hereunder.  Radio One
shall defend the claim and the Trustee may have  separate  counsel and Radio One
shall pay the fees and expenses of such  counsel.  Radio One need not  reimburse
any expense or indemnify against any loss,  liability or expense incurred by the
Trustee through the Trustee's own wilful misconduct, negligence or bad faith.

         15.  Further  Assurances.  Each  Company,  Management  Stockholder  and
Investor,  for itself and its successors and assigns as holders of  Subordinated
Obligations,  covenant to execute and deliver to Agent,  the Senior  Lenders and
the Trustee for the benefit of the Senior Subordinated  Noteholders such further
instruments  and documents and take such further  actions as Agent, on behalf of
the  Senior  Lenders  and the  Trustee,  on  behalf of the  Senior  Subordinated
Noteholders  may from time to time  reasonably  request.  Without  limiting  the
foregoing, in the event that all or part of the Senior Indebtedness is hereafter
refinanced,  refunded  or  replaced  through  the  Senior  Lenders,  the  Senior
Subordinated  Noteholders  and/or any other  lender(s) in  accordance  with this
Agreement, the Investors agree to enter into one or more new agreements with the
Senior Lenders, the Senior Subordinated Noteholders and/or such lender providing
for the  subordination  of the  Subordinated  Obligations  to at least  the same
extent, and upon substantially similar terms, as provided in this Agreement.

                                     - 14 -

<PAGE>

         16. Notices.  All notices,  requests,  demands and other communications
hereunder shall be in writing and shall be delivered by hand, telecopy or by any
form of delivery  (including  but not  limited to United  States  Registered  or
Certified Mail or Federal Express or other overnight delivery service) requiring
or providing  for a signed  receipt,  and  addressed as set forth on Schedule 15
hereto,  or to such other address or addresses as the party to whom such notices
directed may have  designated  in writing to the other parties  hereto.  Notices
shall be deemed  given upon the  earlier  to occur of (i)  actual  receipt by or
delivery to the addressee,  or (ii) the third day following deposit thereof with
the U.S. Postal Service for delivery via certified or registered  mail,  postage
prepaid.

         17. Successors; Continuing Effect, Etc. This Agreement is being entered
into  for  the  benefit  of the  holders  of the  Senior  Indebtedness  and  the
Subordinated  Obligations,  and their  respective  successors and assigns.  This
Agreement  shall be a continuing  agreement and shall be  irrevocable  and shall
remain in full  force and effect so long as there are both  Senior  Indebtedness
and  Subordinated  Obligations  outstanding  or committed  to be  advanced.  The
liability of the Investors  hereunder  shall be reinstated and revived,  and the
rights of the holders of the Senior Indebtedness shall continue, with respect to
any amount at any time paid on account of the Senior  Indebtedness  which  shall
thereafter  be  required to be restored or returned by the holders of the Senior
Indebtedness in any Reorganization (including without limitation,  any repayment
made  pursuant to any  provision of Chapter 5 of Title 11,  United States Code),
all as though such amount had not been paid.

         18. Entire Agreement;  Amendment. This Agreement constitutes the entire
agreement  of the parties  with  respect to the subject  matter  hereof,  and no
modification  or waiver of any provision of this Agreement shall in any event be
effective  unless the same shall be in writing signed by Agent, on behalf of the
Senior Lenders,  the Trustee, on behalf of the Senior Subordinated  Noteholders,
and the  Investors  (unless  such  amendment  or  modification  shall impose any
additional  obligations  upon the  Companies,  in which case such  amendment  or
modification shall also require execution by the Companies).

         19.      Applicable Law; Jurisdiction and Venue; Waiver of Jury Trial.

                  (a)  APPLICABLE  LAW.  THIS  AGREEMENT  SHALL BE  CONSTRUED IN
ACCORDANCE  WITH AND  GOVERNED BY THE LAWS AND  DECISIONS OF THE STATE OF TEXAS.
FOR PURPOSES OF THIS  SUBSECTION  18(a),  THIS  AGREEMENT  SHALL BE DEEMED TO BE
PERFORMED AND MADE IN THE STATE OF TEXAS.

                  (b)  JURISDICTION  AND VENUE.  EACH OF THE  COMPANIES AND EACH
INVESTOR HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS  INITIATED BY SUCH PERSON
AND ARISING  DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT  SHALL BE LITIGATED IN
DALLAS  COUNTY,  TEXAS OR THE  UNITED  STATES  DISTRICT  COURT FOR THE  NORTHERN
DISTRICT OF TEXAS OR, IF THE AGENT OR THE SENIOR  LENDERS  INITIATE SUCH ACTION,
IN ADDITION TO THE FOREGOING COURTS,  ANY COURT IN WHICH THE AGENT OR THE SENIOR
LENDERS,  THE  TRUSTEE ON BEHALF OF THE SENIOR  SUBORDINATED  NOTEHOLDERS  SHALL
INITIATE  SUCH ACTION,  TO

                                     - 15 -

<PAGE>

THE EXTENT SUCH COURT HAS JURISDICTION.  EACH OF THE COMPANIES AND EACH INVESTOR
HEREBY  EXPRESSLY  SUBMITS AND CONSENTS IN ADVANCE TO SUCH  JURISDICTION  IN ANY
ACTION OR  PROCEEDING  COMMENCED  BY THE  AGENT OR THE  SENIOR  LENDERS,  OR THE
TRUSTEE ON BEHALF OF THE SENIOR SUBORDINATED  NOTEHOLDERS IN ANY OF SUCH COURTS,
AND HEREBY AGREES THAT PERSONAL  SERVICE OF THE SUMMONS AND COMPLAINT,  OR OTHER
PROCESS  OR PAPERS  ISSUED  THEREIN  MAY BE SERVED IN THE  MANNER  PROVIDED  FOR
NOTICES  HEREIN,  AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER
PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED  MAIL ADDRESSED TO SUCH
PERSON AT THE ADDRESS TO WHICH  NOTICES  ARE TO BE SENT  PURSUANT TO SECTION 15.
EACH OF THE  COMPANIES AND THE  INVESTORS  WAIVES ANY CLAIM THAT DALLAS  COUNTY,
TEXAS OR THE NORTHERN DISTRICT OF TEXAS IS AN INCONVENIENT  FORUM OR AN IMPROPER
FORUM BASED ON LACK OF VENUE.  TO THE EXTENT  PROVIDED BY LAW, SHOULD ANY OF THE
COMPANIES OR ANY  INVESTOR,  AFTER BEING SO SERVED,  FAIL TO APPEAR OR ANSWER TO
ANY SUMMONS,  COMPLAINT,  PROCESS OR PAPERS SO SERVED  WITHIN THE NUMBER OF DAYS
PRESCRIBED  BY LAW AFTER THE MAILING  THEREOF,  SUCH  PERSON  SHALL BE DEEMED IN
DEFAULT AND AN ORDER AND/OR  JUDGMENT  MAY BE ENTERED BY THE COURT  AGAINST SUCH
PERSON AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT,  PROCESS OR PAPERS.
THE  EXCLUSIVE  CHOICE OF FORUM FOR EACH OF THE  COMPANIES AND EACH INVESTOR SET
FORTH IN THIS SUBSECTION  18(B) SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT,
BY AGENT  AND/OR  THE  SENIOR  LENDERS  OR THE  TRUSTEE  ON BEHALF OF THE SENIOR
SUBORDINATED  NOTEHOLDERS  OF ANY  JUDGMENT  OBTAINED  IN ANY OTHER FORUM OR THE
TAKING,  BY THE AGENT AND/OR THE SENIOR  LENDERS OR THE TRUSTEE ON BEHALF OF THE
SENIOR  SUBORDINATED  NOTEHOLDERS OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER
APPROPRIATE  JURISDICTION,  AND EACH OF THE COMPANIES  AND THE INVESTORS  HEREBY
WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.

                  (c) WAIVER OF RIGHT TO JURY TRIAL.  EACH OF AGENT,  THE SENIOR
LENDERS,  THE  TRUSTEE ON BEHALF OF THE  SENIOR  SUBORDINATED  NOTEHOLDERS,  THE
COMPANIES AND EACH INVESTOR  ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY  WHICH
MAY ARISE UNDER THIS AGREEMENT OR WITH RESPECT TO THE TRANSACTIONS  CONTEMPLATED
THEREBY WOULD BE BASED UPON  DIFFICULT AND COMPLEX  ISSUES AND,  THEREFORE,  THE
PARTIES AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED
IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

         20.  Miscellaneous.  This  Agreement  may be  signed  in any  number of
counterparts  which,  when taken  together,  shall  constitute  one and the same
document.  The headings in this Agreement are for  convenience of reference only
and shall not alter or otherwise affect the meaning hereof.  In the event of any
conflict  between the  provisions of the Agreement and the  provisions of any of
the 

                                     - 16 -

<PAGE>

Loan Documents,  the Senior Subordinated Notes, the Indenture,  the Subordinated
Guaranties,  or any of the  Subordinated  Agreements,  the  provisions  of  this
Agreement shall control. The Companies shall reimburse the holders of the Senior
Indebtedness  upon  demand  for all  reasonable  costs and  expenses  (including
reasonable attorney's fees and disbursements) paid or incurred by the holders of
the Senior  Indebtedness in connection with any enforcement of this Agreement in
favor of the holders of the Senior Indebtedness.

         21.  FINAL  AGREEMENT.  THIS  WRITTEN  AGREEMENT  REPRESENTS  THE FINAL
AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         22. No Personal Liability of Management  Stockholders.  Notwithstanding
anything herein to the contrary, neither Jerry A. Moore, III, Alfred C. Liggins,
nor Catherine L. Hughes shall have personal liability under this Agreement.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                     - 17 -

<PAGE>

                            NATIONSBANK OF TEXAS, N.A., as
                            Agent



                            By: /s/ Whitney Busse
                                --------------------------
                            Name: Whitney Busse
                                  ------------------------
                            Title: Vice President
                                   -----------------------

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


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


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


                            UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee


                            By: /s/ Patricia Stermer
                                --------------------------
                            Name: Patricia Stermer
                                  ------------------------
                            Title: Assistant Vice President
                                   -----------------------






<PAGE>



                  IN WITNESS  WHEREOF,  each of the  undersigned has caused this
Agreement to be executed by its duly authorized representative as of the day and
year first above written.

                            RADIO ONE, INC., a Delaware corporation



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



                            RADIO ONE LICENSES, INC., a Delaware
                            corporation



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




                            ALTA SUBORDINATED DEBT
                            PARTNERS III, L.P.

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



                            By: /s/ Brian W. McNeill
                                --------------------------
                            Name: Brian W. McNeill
                                  ------------------------
                            Title: General Partner
                                   -----------------------

<PAGE>

                            BANCBOSTON INVESTMENTS, INC.



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

                            /s/ Grant Wilson
                            -------------------------------
                            Grant M. Wilson


                            SYNCOM CAPITAL CORPORATION


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


                            ALLIANCE ENTERPRISE
                            CORPORATION


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

                            GREATER PHILADELPHIA VENTURE
                            CAPITAL CORPORATION, INC.


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



<PAGE>



                            OPPORTUNITY CAPITAL
                            CORPORATION


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


                            CAPITAL DIMENSIONS VENTURE
                            FUND, INC.


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


                            TSG VENTURES INC.


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


                            FULCRUM VENTURE CAPITAL
                            CORPORATION


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




<PAGE>



                                    EXHIBIT A

I.       Series A Preferred Stock


--------------------------------- ----------------------------------------------
            Investor              Principal Amount (or Liquidation Value) of 
                                  Preferred Stock
--------------------------------- ----------------------------------------------
                                  $_______________
--------------------------------- ----------------------------------------------
                                  $_______________
--------------------------------- ----------------------------------------------

II.      Series B Preferred Stock


--------------------------------- ----------------------------------------------
            Investor              Principal Amount (or Liquidation Value) of 
                                  Preferred Stock
--------------------------------- ----------------------------------------------
                                  $_______________
--------------------------------- ----------------------------------------------
                                  $_______________
--------------------------------- ----------------------------------------------

III.     Warrantholders


--------------------------------- ----------------------------------------------
         Name of Holder           Number of Warrants Held
--------------------------------- ----------------------------------------------
                                  _______________
--------------------------------- ----------------------------------------------
                                  _______________
--------------------------------- ----------------------------------------------




<PAGE>



                                   Schedule 15


Notice Addresses

         if to the Companies, to the following address:

                  c/o Radio One, Inc.
                  5900 Princess Garden Parkway
                  Lanham, Maryland  20706
                  Attention: Mr. Alfred C. Liggins, President

         if to the Senior Lenders, to the following address:

                  NationsBank of Texas, N.A.
                  901 Main Street, 64th Floor
                  Dallas, Texas  75202
                  Attention:  Ms. Whitney L. Busse

                  and to:

                  Baker & Botts, L.L.P.
                  2001 Ross Avenue
                  800 Trammell Crow Center
                  Dallas, Texas  75201
                  Attention:  Alison C. Courtwright, Esq.

         If to the Senior Subordinated Noteholders, to the following address:

                  United States Trust Company of New York
                  114 West 47th Street
                  New York, New York 10036
                  Attention: Corporate Trust Division

         and to:

                  Willkie Farr & Gallagher
                  One Citicorp Center
                  153 East 53rd Street
                  New York, New York 10022
                  Attention: Jeffrey R. Poss, Esq.

<PAGE>

         if to the Investors, to the following addresses:

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

                  BancBoston Investments, Inc.
                  Attention:  Sanford Anstey
                  100 Federal Street, 32nd Floor
                  Boston, Massachusetts  02110

                  Grant M. Wilson
                  201 Concord Street
                  Carlisle, Massachusetts  01741

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

                  Alliance Enterprise Corporation
                  Attention:  Tom Gerron
                  12655 North Central Expressway
                  Dallas, Texas  75243

                  Greater Philadelphia Venture Capital Corporation, Inc.
                  Attention:  Fred Choate, General Manager
                  351 East Conestoga Road
                  Wayne, Pennsylvania  19087

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

                  Capital Dimensions Venture Fund, Inc.
                  Attention:  Dean Pickerell, President
                  Two Applegate Square
                  Suite 335-T
                  Minneapolis, Minnesota  55425-1637

<PAGE>

                  TSG Ventures Inc. (formerly Equico Capital Corporation)
                  Attention: Duane Hill
                  1055 Washington Boulevard, 10th Floor
                  Stamford, Connecticut  06901

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


<PAGE>
                                   APPENDIX A
                                   ----------



"Affiliate"  means,  with  respect to any  specified  Person,  any other  Person
directly or indirectly  controlling or controlled by or under direct or indirect
common  control with such  specified  Person.  For purposes of this  definition,
"control of" (including,  with correlative  meanings,  the terms  "controlling,"
"controlled   by"  and  "under  common  control  with")  any  Person  means  the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  or policies of such Person,  whether  through the
ownership  of voting  securities,  by  agreement  or  otherwise;  provided  that
beneficial  ownership of 10% or more of the voting  securities of a Person shall
be deemed to be control.

"Collateral"  means all assets of Radio One and the Restricted  Subsidiaries and
all Equity  Interests of Radio One and of each of the  Restricted  Subsidiaries,
whether now owned or hereinafter acquired.

"Lien"  means  any  mortgage,   pledge,   hypothecation,   assignment,   deposit
arrangement,  encumbrance,  lien (statutory or other),  charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing).

"Liquidation  Value"  has the  meaning  specified  for such term in Radio  One's
Certificate of Amended and Restated Certificate of Incorporation.

"Permitted  Acquisitions"  means acquisitions by Radio One and/or the Restricted
Subsidiaries  made  with  the  consent  of the  Lenders  and  made  pursuant  to
acquisition agreements previously approved in writing by the Lenders.

"Person"  means  an  individual,  partnership,  corporation,  limited  liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, governmental authority or other entity of whatever nature.

"Redemption Events" meaning of which is specified in the Preferred  Stockholders
Agreement.

"Rights" means rights, remedies, powers and privileges.



                                       i

