
                              STANDARD OFFICE LEASE

1.       BASIC LEASE PROVISIONS ("BASIC LEASE PROVISIONS")

         1.1      PARTIES:  This Lease,  dated,  for  reference  purposes  only,
                  February 3, 1997, is between National Life Insurance  Company,
                  a Vermont  corporation  ("Landlord"),  and Radio One,  Inc., a
                  Delaware corporation ("Tenant"), doing business under the same
                  name ("Tenant").

         1.2      PREMISES:  Suite  Number(s)  Suite  100,  720 and 800,  on the
                  first,  seventh  and  eighth  floors,   consisting  of  17,175
                  rentable  square  feet,  more or less,  as shown on  Exhibit A
                  hereto (the "Premises").

         1.3      BUILDING:  The  building  is located at 5930  Princess  Garden
                  Parkway  in the City of  Lanham,  County of  Prince  George's,
                  State of Maryland, as defined in paragraph 2.

         1.4      USE:  Radio  broadcasting  and  general  office,   subject  to
                  paragraph 6.

         1.5      TERM:   The  Term  shall   commence   on   February   3,  1997
                  ("Commencement Date") and end on December 31, 2011.

         1.6      BASE  RENT:  Annual  base  rent is  payable  in  twelve  equal
                  installments on the 1st day of each month,  per paragraph 4.1,
                  but subject to  increase  upon the  following  dates after the
                  Rent  Commencement Date (as defined in Section 3.3), and shall
                  be  calculated  by  multiplying  the  number  of  square  feet
                  comprising the Premises by the following numbers:


                    Year l:
                             Months 1 through 6     $11.00 per square foot
                             Months 7 through 12    $12.00 per square foot
                    Year 2:                         $13.50 per square foot
                    Years 3 through 15:             4% annual increases on 
                                                    January 1, 1999 and on
                                                    each January 1st thereafter.


         1.7      ADDITIONAL  RENT:  All  monetary   obligations  of  Tenant  to
                  Landlord  under the  terms of this  Lease,  including  but not
                  limited to any expenses payable by Tenant hereunder,  shall be
                  deemed to be rent.

         1.8      BASE  YEAR:  For  purposes  of  calculating  real  estate  tax
                  escalations  the base year  represents the period July 1, 1997
                  to June 30, 1998.

         1.9      BASE RENT PAID UPON EXECUTION:  Fifteen thousand Seven Hundred
                  Forty  Three and  75/100  dollars  ($15,743.75)  for the first
                  month of rent.

         1.10     SECURITY  DEPOSIT:  Fifteen thousand Seven Hundred Forty Three
                  and 75/100 dollars ($15,743.75).

         1.11     TENANT'S SHARE OF REAL ESTATE TAX ESCALATION: 22.2% as defined
                  in paragraph 4.2.

         1.12     PARKING:   Tenant   shall  be  entitled  to  parking  for  3.5
                  automobiles per 1,000 square feet leased, subject to paragraph
                  2.2.

         1.13     PROCURING BROKER: None

         1.14:    COOPERATING BROKER: None. A "cooperating broker" is defined as
                  any broker other than the Listing  Broker  entitled to a share
                  of any commission arising under this Lease.

         1.15     LANDLORD ALTERATIONS, IMPROVEMENTS OR ADDITIONS: Landlord will
                  not be making any  alterations,  improvements  or additions to
                  the Premises in conjunction with this Lease.

         1.16     STORAGE  SPACE  LICENSE.   Landlord  shall  provide  Tenant  a
                  revocable  license to use storage space in the Building,  in a
                  location  to  be   determined   by  Landlord  and   reasonably
                  acceptable  to  Tenant,   and  subject  to  availability,   of
                  approximately  500  square  feet of  space,  and at a  storage
                  rental  rate equal to $0.00 per square  foot.  Landlord  shall
                  have the unilateral right to terminate Tenant's license to use
                  such  storage  space,  at any  time,  or from  time to time by
                  providing Tenant with fifteen (15) days' prior written notice.

2.       PREMISES, PARKING AND COMMON AREAS.

         2.1  PREMISES:  The  Premises  are a portion of the  Building,  as more
particularly  identified  in paragraph  1.2 of the Basic Lease  Provisions  (the
"Premises").  The  Premises,  the  Building,  the  Common  Areas,  as defined in
paragraph  2.3, the land upon which the same are  located,  along with all other
non-tenanted, non-occupied buildings and improvements thereon or thereunder, are
herein  collectively  referred to as the  "Office  Building  Project".  Landlord
hereby  leases  the  Premises  to Tenant and Tenant  leases  the  Premises  from
Landlord for the term, at the rental,  and upon all of the  conditions set forth
herein, including non-exclusive rights to the Common Areas as herein specified.

Standard Office Lease between                                Initials: _________
National Life Insurance Company, Landlord, and               Initials: _________
Radio One, Inc., Tenant                                                         
Execution Copy                                                                  
Page 1                                                       53181002.441       
                                                            

<PAGE>


         2.2 VEHICLE PARKING.  So long as Tenant is not in default,  and subject
to the rules and  regulations  attached  hereto,  and as established by Landlord
from time to time.  Tenant shall be entitled to (1) ten (10) reserved  spaces in
the front of the Building,  substantially as set forth in exhibit B hereto,  (2)
ten (10) reserved spaces in the rear of the Building, substantially as set forth
in Exhibit B hereto, and (3) additional non-exclusive, unreserved parking in the
Office Building Project, on a first-come,  first served basis, provided that the
number of unreserved parking spaces, when added to the number of reserved spaces
provided  herein,  do not exceed in the aggregate  the number of parking  spaces
permitted by the parking  ratio  specified in paragraph  1.12 of the Basic Lease
Provisions at the monthly rate  applicable  from time to time,  consistent  with
market parameters, for monthly parking as set by Landlord and or its licensee.

                  2.2.1  If  Tenant  commits,  permits  or  allows  any  of  the
prohibited  activities  described in the Lease or the rules then in effect, then
Landlord shall have the right,  without notice, in addition to such other rights
and remedies  that it may have,  to remove or tow away the vehicle  involved and
charge the cost to Tenant,  which cost shall be immediately  payable upon demand
by Landlord.

         2.3 COMMON AREAS -  DEFINITION.  The term "Common  areas" is defined as
all areas and facilities  outside the Premises and within the exterior  boundary
line of the Office  Building  Project that are provided  and  designated  by the
Landlord from time to time for the general non-exclusive use of Landlord, Tenant
its permitted  subtenants and other lessees of the Office  Building  Project and
their invitees.  As used in this Lease, the term "invitees" means the employees,
visitors,  suppliers,  shippers  and  customers  of  Landlord,  Tenant and other
lessees of the Office Building  Project.  The Common Areas include,  but are not
limited to, common  entrances,  lobbies,  corridors,  stairways and  stairwells,
public  rest  rooms,  elevators,  escalators,  parking  areas to the  extent not
otherwise  prohibited by this Lease,  loading and unloading areas,  trash areas,
roadways, sidewalks, parkways, ramps, driveways, landscaped areas and decorative
walls.

         2.4 COMMON AREAS - RULES AND REGULATIONS. Tenant agrees to abide by and
conform to the rules and  regulations  attached hereto as Exhibit C with respect
to the  Office  Building  Project,  and to cause  its  invitees  to so abide and
conform. Landlord or such other person(s) as Landlord may appoint shall have the
exclusive  control and  management of the Common Areas and shall have the right,
from time to time,  to modify,  amend and  enforce  said rules and  regulations.
Landlord  shall not be  responsible  to Tenant for the  noncompliance  with said
rules and regulations by other lessees of the Office  Building  Project or their
invitees.  Landlord shall not discriminate against the Tenant in the enforcement
of the rules and  regulations.  In the event of any  inconsistency  between  the
Lease and the rules, the Lease shall govern.

         2.5  COMMON  AREAS  -  CHANGES.  Landlord  shall  have  the  right,  in
Landlord's  sole  discretion,  from  time to time:  

                  (a) To make changes to the Building  interior and exterior and
the Common areas, including, without limitation,  changes in the location, size,
shape, number, and appearance thereof, including but not limited to the lobbies,
windows,  stairways, air shafts, elevators,  escalators,  restrooms,  driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress,  direction of traffic,  decorative walls, landscaped areas and walkways;
provided,  however,  Landlord shall at all times provide the parking  facilities
required by  applicable  law, and so long as such changes  cause no material and
permanent adverse effect on access or amenities; provided, however, Tenant shall
be provide reasonable access to the Premises at all times.

                  (b)  To  close   temporarily  any  of  the  Common  Areas  for
maintenance  purposes  so long as  reasonable  access  to the  Premises  remains
available;

                  (c) To  designate  other  land and  improvements  outside  the
present or future  boundaries of the Office Building Project to be a part of the
Common Areas,  provided that such other land and improvements  have a reasonable
and functional relationship to the Office Building Project;

                  (d) To add additional buildings and improvements to the Common
areas, subject to the provisions of paragraph 40.2 of this Lease;

                  (e) To use the Common Areas while engaged in making additional
improvements,  repairs  or  alterations  to the Office  Building  Project or any
portion thereof;

                  (f) To do and  perform  such  other  acts and make such  other
changes in, to or with respect to the Common Areas and the other portions of the
Office  Building  Project as  Landlord  may, in the  exercise of sound  business
judgment, deem to be appropriate.

3.       TERM.
            

         3.1 TERM. The Term and the Commencement  Date of this Lease shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.

         3.2  POSSESSION  TENDERED;  DELAY  IN  POSSESSION.  Possession  of  the
Premises  (other  than Suite 110) shall be  tendered to Tenant by Landlord on or
before  February 1, 1997 ("Tender of  Possession");  and possession of Suite 110
shall be tendered  on or before  March 20,  1997.  After  Tender of  Possession,
Tenant shall perform, at Tenant's sole cost and expense, all tenant improvements
to the Premises,  subject to the  provisions of Paragraph  7.3.  Notwithstanding
said tender of possession,  if for any reason Landlord connot deliver possession
of the Premises to Tenant on said dates and subject to paragraph  3.3.  Landlord
shall not be subject to any liability therefor, nor

Standard Office Lease between                                Initials: _________
National Life Insurance Company, Landlord, and               Initials: _________
Radio One, Inc., Tenant                                                         
Execution Copy                                                                  
Page 2                                                       53181002.441       
<PAGE>                                                           

shall such  failure  affect the  validity  of this Lease or the  obligations  of
Tenant hereunder or extend the term hereof. There shall be no abatement of Rent,
to the  extent of any delays  caused by acts or  omissions  of Tenant,  Tenant's
agents, employees and contractors.

         3.3 RENT  COMMENCEMENT  DATE - DEFINED.  Tenant  shall be  obligated to
commence payment of Rent to Landlord, without abatement, offset or deduction, on
the date which is ten (10) days  after the date of  Substantial  Completion  (as
hereafter  defined),  which date of Substantial  Completion  shall be separately
calculated (as provided below) for (a) suites 720 and 800,  consisting of 13,124
rentable  square feet (the "Office  Suite"),  and (b) suite 100,  consisting  of
4,051 rentable square feet (the "Broadcast Suite").  "Substantial Completion" of
the Office  Suite  shall be defined as the date the  improvements  to the Office
Suite are  substantially  complete and are  available  for  occupancy by Tenant;
provided, however,  if Tenant  occupies  the  Office  Suite for the  conduct  of
Tenant's business prior to substantial  completion,  then  notwithstanding  such
partial  completion  the Office  Suite shall be deemed  substantially  complete,
provided further,  that in no event shall the date of Substantial  Completion of
the  Office  Suite be later  than the  earlier of May 1, 1997 plus the number of
days  that  work on the  Office  Suite  was  stopped  as a result  of an  action
described  in the  second  sentence  of  Paragraph  19 hereof  or July 1,  1997.
"Substantial Completion" of the Broadcast Suite shall be defined as the date the
improvements  to  the  Broadcast  Suite  are  substantially  complete,  and  are
available for occupancy by Tenant;  provided,  however,  if Tenant  occupies the
Broadcast  Suite for the  conduct  of  Tenant's  business  prior to  substantial
completion,  then  notwithstanding  such partial  completion the Broadcast Suite
shall be deemed substantially complete.  Notwithstanding  anything herein to the
contrary,  if Tenant has not achieved  Substantial  Completion  of the Broadcast
Suite not later than July 31,  1997,  Substantial  Completion  of the  Broadcast
Suite shall be deemed to have occurred on July 31, 1997. The "Rent  Commencement
Date" shall be deemed for the purposes of this Lease,  and the increases in Rent
provided  in  Paragraph  1.6  to be the  first  day of  the  first  month  after
Substantial  Completion of the Office Suite or the Broadcast Suite, whichever is
first to occur, but in no event later than August 1, 1997.  Notwithstanding  the
foregoing, the termination date will not be amended and will remain December 31,
2011.



4.       RENT.
         

         4.1  BASE  RENT.  Subject  to  the  future  increases  contemplated  in
Paragraph 4.3, and except as may be otherwise  expressly provided in this Lease,
Tenant shall pay Landlord the Base Rent set forth in Paragraph  1.6 of the Basic
lease  Provision,  without  abatement,  offset or  deduction.  Tenant  shall pay
Landlord  upon  execution  of this  Lease the  advance  Base Rent  described  in
Paragraph 1.9 of the Basic Lease Provisions. Rent for any period during the term
which is for less than one month shall be prorated  based upon the actual number
of days of the calendar month involved. Rent shall be payable in lawful money of
the United  States to  Landlord at the  address  stated  herein or to such other
persons or/at such other places as Landlord may designate in writing.

         4.2      REAL ESTATE TAX ESCALATION.

         (a)      For the purposes of this Lease.

                  (i) The term "real estate  taxes"  means all taxes,  rates and
assessments,  general and special  levied or imposed  with  respect to the land,
Building and improvements  constructed thereon of which the Premises are a part,
including  all taxes,  rates and  assessments,  general  and  special  levied or
imposed for school,  public betterment,  general or local improvements and taxes
imposed in connection  with any special taxing  district.  If the system of real
estate  taxation  shall be  altered  or varied  and any new tax or levy shall be
levied or imposed on said land,  Building and improvements,  and/or on Landlord,
in substitution  for real estate taxes presently levied or imposed on immovables
in the jurisdiction where the property is located, then any such new tax or levy
shall be included within the term "real estate taxes".

                  (ii) The term  "base real  estate  taxes"  means the  assessed
value of the land,  Building and  improvements,  multiplied  by the then current
rate, for the tax year commencing July 1, 1997. The current real estate tax year
is for the twelve (12) month period from July 1, 1997 to June 30, 1998.

                  (iii) The term "real  estate tax year"  means each  successive
twelve-month (12) period following and corresponding to the period for which the
base real estate taxes are  established,  irrespective  of the period or periods
which may from time to time in the future be established by competent  authority
for the purposes of levying or imposing real estate taxes.

         (b) Each year Tenant shall pay to Landlord  with thirty (30) days after
demand in writing therefor  (accompanied by a statement  showing  computation of
Tenant's share of such increase),  as additional rent,  Tenant's pro rata share,
of any  increase in real estate  taxes for the then current real estate tax year
over the base real  estate  taxes (all as defined  above).  Tenant's  share,  as
aforesaid, shall be as defined in Section 1.11.

         (c) Real estate  taxes  which are being  contested  by  Landlord  shall
nevertheless  be included for purposes of the  computation  of the  liability of
Tenant  under this  Section,  provided,  however,  that in the event that Tenant
shall  have paid any amount of  increased  rent  pursuant  to this  Section  and
Landlord  obtains a refund,  then Landlord  shall pay to Tenant the  appropriate
portion of such refund. Landlord's obligation to refund shall survive expiration
of the term of this Lease. Landlord shall have no obligation to contest,  object
or litigate the levying or  imposition  of any real estate taxes and may settle,
compromise, consent to, waiver or otherwise determine in its discretion any real
estate taxes without  consent  approval of Tenant.  Real estate taxes shall also
include  all costs,  including  attorney's  fees,  incurred  in a  challenge  or
application for reassessment.


Standard Office Lease between                                Initials: _________
National Life Insurance Company, Landlord, and               Initials: _________
Radio One, Inc., Tenant                                                         
Execution Copy                                                                  
Page 3                                                       53181002.441       
                                                                 

<PAGE>



         (d) Nothing  contained in thsi Section  shall be construed at any tinme
to reduce the monthly  installments of rent payable  hereunder below the amounts
stipulated in Section 4.1 of this Lease.

         (e) If the  termination  date of the Lease shall not coincide  with the
end of a real estate tax year,  then in computing the amount  payable under this
Section for the period between the  commencement  of the applicable  real estate
tax year in  question  and the  termination  date of this  Lease,  the base real
estate  taxes shall be deducted  from the real estate  taxes for the  applicable
real  estate  tax year and,  if there  shall be a  difference,  such  difference
prorated on a monthly basis shall be payable by Tenant.  Tenant's  obligation to
pay  increased  real estate taxes under this Section for the final period of the
Lease shall survive the expiration of the term of this Lease.

         4.3 DEFINITION OF RENT. The  capitalized  term "Rent",  as used in this
Lease,  shall mean the Base Rent (as the same shall be increased  in  accordance
with this Lease,  including the increases  contemplated  in Paragraph  1.6) plus
Tenant's Share of Real Estate Tax Escalation.

         4.4 RENT TAX. If any  governmental  agency  imposes any tax measured by
the amount of rent paid, Tenant will pay such tax at the time of each payment of
Fixed Minimum Rent or Additional Rent.

5. SECURITY  DEPOSIT.  Tenant shall deposit with Landlord upon execution hereof,
to be held in an interest bearing account with interest to thereafter accrue and
become  a part of the  security  deposit,  the  security  deposit  set  forth in
paragraph 1.10 of the Basic Lease  Provisions as security for Tenant's  faithful
performance of Tenant's  obligations  hereunder.  If Tenant fails to pay Rent or
other charges due hereunder, or otherwise defaults with respect to any provision
of this Lease,  which default continues beyond any applicable notice or right to
cure provided  herein,  Landlord may use,  apply or retain all or any portion of
said  deposit  for the  payment of any Rent or other  charge in default  for the
payment of any other sum to which  Landlord  may become  obligated  by reason of
Tenant's  default,  or to  compensate  Landlord  for any  loss or  damage  which
Landlord may suffer  thereby.  If Landlord so uses or applies all or any portion
of said deposit,  Tenant shall within ten (10) days after written demand deposit
cash with  Landlord in an amount  sufficient to restore said deposit to the full
amount  then  required  of Tenant.  Landlord  shall not be required to keep said
security deposit separate from its general accounts.  Tenant will be required to
return all keys to  Premises  and  provide  Landlord  with  Tenant's  forwarding
address. If Tenant performs all of Tenant's obligations hereunder, said deposit,
or so much  thereof as had not been  applied  by  Landlord,  shall be  returned,
without  payment of interest or other  increment  for its use, to Tenant (or, at
Landlord's option, to the last assignee, if any, of Tenant's interest hereunder)
within thirty (30) days after the term expires and Tenant  vacates the Premises.
No trust relationship is created herein between Landlord and Tenant with respect
to said Security Deposit.

6.       USE.
         

         6.1 USE. The Premises  shall be used and occupied  only for the purpose
set  forth in  paragraph  1.4 of the  Basic  Lease  Provisions  and for no other
purpose.

         6.2 COMPLIANCE WITH LEGAL AND INSURANCE REQUIREMENTS.  Tenant shall, at
Tenant's  expense,  promptly  comply with all applicable  statutes,  ordinances,
rules,  regulations,  orders,  existing  covenants and  restrictions  of record,
including   requirements  of  the  American   Disabilities  Act  and  reasonable
requirements of any insurance  underwriters or rating bureaus,  now in effect or
which may  hereafter  come into effect,  whether or not they reflect a change in
policy from that now  existing,  during the term or any part of the term hereof,
relating in any manner to the Premises and the  occupation  and use by Tenant of
the Premises. Tenant shall conduct its business in a lawful manner and shall not
cause waste or a nuisance or disturb  other  occupants of the  Building.  Tenant
shall not be required to  construct  alterations  outside of the  Premises,  and
Landlord shall remain  responsible to ensure  compliance with the Act outside of
the Premises and outside of other tenant spaces.

         6.3      CONDITION OF PREMISES.

                  (a) Upon delivery of  possession to Tenant the Premises  shall
be clean and the plumbing, lighting, air conditioning, and heating system in the
Premises shall be in a good operating  condition.  Tenant shall promptly  notify
Landlord in writing of any claimed violation of the foregoing warranty,  setting
forth with  specificity  the nature of the violation.  If it is determined  that
there has been a violation, Landlord shall promptly after receipt of such notice
from Tenant, at Landlord's sole cost, rectify such violation.

                  (b) Except as otherwise provided in this Lease,  Tenant hereby
accepts the Premises and the Office Building  Project in their "as is" condition
as of the date of delivery of possession  of the Premises to Tenant,  subject to
all applicable  municipal,  county and state laws,  ordinances  and  regulations
governing and regulating the use of the Premises,  and any easements,  covenants
or restrictions of record (so long as same do not adversely impact the permitted
use, which analysis shall be determined by Tenant prior to the date hereof), and
accepts this Lease subject thereto and to all matters  disclosed  thereby and by
any exhibits attached hereto.  Tenant  acknowledges that it has satisfied itself
by its own  independent  investigation  that the  Premises  are suitable for its
intended  use, and that neither  Landlord nor any agent of Landlord has made any
representation  or  warranty  as to the  present  or future  suitability  of the
Premises,  Common Areas, or Office Building  Project for the conduct of Tenant's
business.

7.       MAINTENANCE, REPAIRS, ALTERATIONS AND ADDITIONS.
         

         7.1  MAINTENANCE  AND REPAIR - LANDLORD'S  OBLIGATIONS.  Landlord shall
maintain  the Common  Areas of the Office  Building  Project  and the  plumbing,
heating,   ventilating,  air  conditioning,   elevator,   electrical  and  other
mechanical systems of the Building in good

Standard Office Lease between                                Initials: _________
National Life Insurance Company, Landlord, and               Initials: _________
Radio One, Inc., Tenant                                                         
Execution Copy                                                                  
Page 4                                                       53181002.441       
                                                               


<PAGE>



working  order.  Except as provided in paragraph  9.5 or paragraph  11.5,  there
shall be no  abatement of Rent or liability of Landlord on account of any injury
or  interference  with  Tenant's  business  with  respect  to any  improvements,
alterations  or repairs made by Landlord to the Office  Building  Project or any
part thereof.

         7.2 MAINTENANCE AND REPAIR - TENANT'S  OBLIGATIONS.  During the term of
this Lease, Tenant shall take good care of the Premises and fixtures therein and
maintain them in good order,  condition  and repair equal to the original  work,
ordinary and  reasonable  wear excepted.  During the term of this Lease,  Tenant
shall  maintain at its own expense any plumbing  facilities  located  within the
Premises serving only the Premises, except the rest rooms located in the core of
the Building, in good order, condition and repair to the reasonable satisfaction
of Landlord.  Upon  surrender of the Premises to Landlord,  Tenant shall deliver
the Premises to Landlord, broom clean, in as good order, condition and repair as
they were upon delivery of possession to Tenant,  ordinary and  reasonable  wear
excepted.  Without limiting the foregoing,  Landlord may require after a default
by Tenant of its  obligations  under this Section 7.2 and the  expiration of any
applicable  notice and cure, that any such  maintenance and repairs be performed
by Landord at Tenant's expense.

         7.3      ALTERATIONS AND ADDITIONS.

                  (a) Tenant shall not, without Landlord's prior written consent
(not to be unreasonably withheld, conditioned or delayed), make any alterations,
improvements  or  additions  in, on or about the Premises or that portion of the
Office  Building  Project  for which a license is  granted  under  Paragraph  38
hereof.  Tenant acknowledges and agrees that for purposes of determining whether
Landlord  unreasonably  withheld its consent,  Landlord may apply more stringent
criteria, such as the requirement that Tenant procure, at Tenant's sole cost and
expense,  engineering  certifications from engineers acceptable to Landlord,  if
the  alteration,  improvement  or addition  affects the  structure of the Office
Building Project,  or any part thereof.  At the expiration of the Term, Landlord
may require the removal of any or all alterations (other than walls,  partitions
and doors) which are non-general office space alterations,  at Tenant's expense,
and Tenant shall in all events leave the Premises in a clean and safe  condition
at the  expiration  of the  term.  Should  Landlord  permit  Tenant  to make any
alterations,  improvements  or  additions,  Tenant  shall  use only  contractors
reasonably  approved  by  Landlord.   Such  contractors  shall  carry  liability
insurance of a type and in such reasonable  amounts as Landlord shall reasonably
require,  naming Landlord and Tenant as additional  insureds,  Before commencing
the work, such contractors shall furnish Landlord with certificates of insurance
evidencing such coverage.  Tenant shall also maintain a policy of Builder's Risk
for such work.  Should Tenant make any  alterations,  improvements  or additions
without the prior  approval  of  Landlord,  or use a  contractor  not  expressly
approved by Landlord,  Landlord  may, at any time during the term of this Lease,
require that Tenant remove any part or all of such work.

                  (b)  Tenant  shall  present  any  alteration,  improvement  or
addition in or about the  Premises or the Office  Building  Project  that Tenant
desires to make to Landlord in written form,  with proposed  detailed  plans. If
landlord consents to such alteration, improvement or addition, the consent shall
be deemed  conditioned upon Tenant, at its expense,  acquiring a permit to do so
from the applicable  government  agencies (at Tenant's sole cost),  furnishing a
copy thereof to Landlord prior to the commencement of the work and compliance by
Tenant with all  conditions of said permit in a prompt and  expeditious  manner.
Landlord agrees to cooperate with Tenant in obtaining such permits.

                  (c)  Tenant  shall  pay,  when due,  all  claims  for labor or
materials furnished or alleged to have been furnished to or for Tenant at or for
use in the  Premises,  which claims are or may be secured by any  mechanic's  or
materialmen's  lien against the  Premises,  the Building or the Office  Building
Project, or any interest therein.

                  (d) Tenant  shall give  Landlord  not less than ten (10) days'
notice prior to the commencement of any work in the Premises by Tenant. Landlord
shall have the right to post notices of non-responsibility in or on the Premises
or the Building.  If Tenant,  in good faith,  contests the validity of any lien,
claim or demand  regarding  the work,  then Tenant  shall,  at its sole expense,
defend itself and Landlord and Landlord's  agents against the same and shall pay
and  satisfy  any  adverse  judgment  that may be  rendered  thereon  before the
enforcement thereof against Landlord or Landlord's agents or the Premises or the
Building or the Office  Building  Project,  upon the condition  that if Landlord
shall require,  Tenant shall furnish to Landlord a surety bond  satisfactory  to
Landlord in an amount equal to such contested lien claim or demand  indemnifying
Landlord and Landlord's  agents  against  liability for the same and holding the
Premises,  the Building and Office Building Project free from the effect of such
lien or claim. If such lien is not bonded by a creditworthy  company to the full
amount of such claim,  Landlord may require Tenant to pay Landlord's  reasonable
attorneys' fees and costs in participating in such action if Landlord decides it
is in  Landlord's  best  interest  to  participate.  Such  expenses  incurred by
Landlord shall be considered Additional Rent.

                  (e) All alterations, improvements and additions made by Tenant
shall be done in a good,  workmanlike,  manner with good quality  materials  and
shall become (upon Lease expiration or termination) the property of Landlord and
remain upon and be surrendered  with the Premises at the expiration of the Lease
term, unless Landlord  requires their removal pursuant to paragraph 7.3(a).  Any
trade fixtures  installed and paid for by Tenant may be removed by Tenant during
the term of this  Lease and  shall  upon  demand by  Landlord  be  removed  upon
expiration of the term.  Tenant shall in all events  promptly  repair any damage
caused by removal of trade fixtures.

                  (f) Tenant shall  provide  Landlord  with  as-built  plans and
specifications  for any alterations,  improvements or additions,  for Landlord's
prior written approval.

         7.4 UTILITY  ADDITIONS.  Landlord  reserves the right to install new or
additional  utility  facilities  throughout the Office Building  Project for the
benefit of  Landlord  or  Tenant,  or any other  lessee of the  Office  Building
Project, including, but not by way of limitation,


Standard Office Lease between                                Initials: _________
National Life Insurance Company, Landlord, and               Initials: _________
Radio One, Inc., Tenant                                                         
Execution Copy                                                                  
Page 5                                                       53181002.441       
                                                              

<PAGE>



such utilities as plumbing, electrical systems,  communication systems, and fire
protection  and  detection  systems,  so  long  as  such  installations  do  not
unreasonably interfere with Tenant's use of the Premises.

         7.5 AMERICANS WITH DISABILITIES ACT. Tenant  acknowledges that Landlord
will not be making any  alterations,  improvements  or additions to the Premises
under this Lease.  In  establishing  the Rent under this Lease the  Landlord has
relied on the  agreement  between  Tenant and Landlord that Landlord will not be
required to make any  alterations,  improvements  or additions to the  Premises.
Landlord has made no  representation  to Tenant that the Premises comply with or
will comply with the Americans with Disabilities Act (the "Act").  Tenant agrees
to and shall be responsible for all cost and expense incurred in connection with
any alterations,  improvements and changes  necessary to ensure  compliance with
the Act. It is the intent of this paragraph that any  alterations,  improvements
or additions required by the Act with regard to the Premises,  whether resulting
from  amendments  to the Act or otherwise  shall be the sole  responsibility  of
Tenant.  Tenant  covenants and agrees to and does hereby  indemnify,  defend and
hold  Landlord  harmless  from and against  all  liability  (including,  without
limitation,  attorney's fees and court costs) that Landlord may actually sustain
by reason of Tenant's  breach of its obligations  under this  paragraph.  In the
event that Tenant fails to comply with its obligations  under this paragraph for
a  period  of ten (10)  days  after  written  notice  from  Landlord  to  Tenant
specifying the action required to be taken,  Landlord shall have the right,  but
not the obligation, to enter into the Premises and perform such action on behalf
of Tenant.  In such event,  Landlord  shall not be liable for and Tenant  hereby
waives any and all claims against  Landlord  arising out of any damage or injury
to the Premises or any  property  situated  therein and  Landlord  shall have no
liability to Tenantt for any interruption of Tenant's operations conducted in or
about the  Premises.  Any and all costs and  expenses  incurred  by  Landlord in
performing  such  action on behalf of Tenant  shall be  reimbursed  by Tenant to
Landlord  upon  demand  and the  failure  to do so shall,  at the  option of the
Landlord, constitute an event of default under this Lease.

         7.6 TENANT  REQUIREMENTS  FOR  IMPROVEMENTS.  Tenant  shall  furnish to
Landlord its completed space plan drawings no later than ten (10) days after the
full  execution  of this  Lease.  The space plan shall be  attached as Exhibit D
hereto. At least ten (10) days prior to the start of construction,  Tenant shall
furnish to Landlord completed  construction drawings and/or a scope of work (and
a final  price for such  construction)  reflecting  the  details as shown in the
space plan. Prior to the start of construction,  Tenant shall obtain and furnish
to Landlord copies of all permits required to complete the work.  Landlord shall
have ten (10) days to approve construction  drawings and/or scope of work, which
when approved shall be attached as Exhibit E hereto.  Such approval shall not be
unreasonably withheld. Upon completion of construction, the Tenant shall provide
certified  As-Built  drawings and the original  certificate  of occupancy to the
Landlord.


8.       INSURANCE; INDEMNITY.
         
         8.1 LIABILITY  INSURANCE - TENANT.  Tenant shall obtain  General Public
Liability  Insurance  covering the  Premises  and  Tenant's use thereof  against
claims for personal  injury of death and property  damage  occurring upon, in or
about the Premises, such insurance to afford protection to the limit of not less
than  $2,000,000  arising out any one  occurrence,  and any  property  damage to
afford  protection to the limit of not less than  $2,000,000;  or such insurance
may be for a combined single limit of $2,000,000 per  occurrence.  The insurance
coverage  required  under this  Section 8.1 shall,  in  addition,  extend to any
liability of Tenant arising out of Tenant's  indemnities provided in this Lease,
as well as  Independent  Contractors'  Liability,  Product/Completed  Operations
Liability, Personal Injury Liability and Contractual Liability.

         8.2 LIABILITY  INSURANCE - LANDLORD.  Landlord shall obtain and keep in
force  during the term of this Lease a policy of  Commercial  General  Liability
Insurance,  plus coverage  against such other risks as Landlord  deems  dvisable
from time to time,  in such  amounts as Landlord  deems  advisable  from time to
time,  insuring Landlord,  but not Tenant,  against liability arising out of the
ownership, use, occupancy or maintenance of the Office Building Project.

         8.3 PROPERTY  INSURANCE - TENANT.  Tenant shall,  at Tenant's  expense,
obtain  and keep in force  during  the term of this  Lease  for the  benefit  of
Tenant,  fire and extended  coverage  insurance,  with  vandalism  and malicious
mischief, sprinkler leakage and earthquake sprinkler leakage endorsements, in an
amount sufficient to cover the full replacement cost, as the same may exist from
time to time,  of all of Tenant's  personal  property,  fixture,  equipment  and
tenant  improvements.  Any policy proceeds from such insurance,  so long as this
Lease  shall  remain in  effect,  shall be held in trust by  Tenant's  insurance
company first for the repair, reconstruction,  restoration or replacement of the
property  damaged or destroyed.  This provision shall survive the termination of
this Lease.

         8.4 PROPERTY  INSURANCE - LANDLORD.  Landlord  shall obtain and keep in
force during the term of this Lease a policy or policies of "all risk"  coverage
insurance  covering loss or damage to the Office Building Project  improvements,
on a  replacement  cost basis  (excluding  foundations  and  footings),  but not
Tenant's personal property, fixtures, equipment or tenant improvements,  in such
amounts as Landlord deems  appropriate  from time to time  providing  protection
against  all  perils  included  within  the  classification  of  fire,  extended
coverage,  vandalism,  malicious mischief, plate glass, and such other perils as
Landlord deems advisable from time to time or may be required by a lender having
a lien on the Office Building. Such insurance may include earthquake,  flood and
boiler and  machinery  insurance.  In addition,  Landlord may obtain and keep in
force, during the term of this Lease, rental value insurance,  with loss payable
to Landlord, which insurance may also cover Operating expenses.  Tenant will not
be named in any such policies carried by Landlord and shall have no right to any
proceeds  therefrom.  The  policies  required  by  paragraphs  8.2 and 8.4 shall
contain such deductibles as Landlord or the aforesaid  lender may determine.  In
the event that the Premises shall suffer an Insured Loss as defined in paragraph
9.1(e), the deductible amounts under the applicable  insurance policies shall be
deemed an Operating  Expense.  Tenant shall not do or permit to be done anything
which shall invalidate the insurance policies carried by Landlord.  Tenant shall
pay the  entirety of any  increase  in the  property  insurance  premium for the
Office Building  Project over what it was immediately  prior to the commencement
of the term of this


Standard Office Lease between                                Initials: _________
National Life Insurance Company, Landlord, and               Initials: _________
Radio One, Inc., Tenant                                                         
Execution Copy                                                                  
Page 6                                                       53181002.441       
                                                            


<PAGE>



Lease if the  increase is  specified by  Landlord's  insurance  carrier as being
caused by the nature of Tenant's occupancy or any act or omission of Tenant.

         8.5 INSURANCE POLICIES.  Tenant shall deliver to Landlord copies of the
insurance  policies  required  under  paragraphs 8.1 and 8.3 or, if permitted by
Landlord,  certificates  evidencing  the existence and amounts of such insurance
within seven (7) days after the Commencement Date of this Lease. The policies or
certificates  must  include  a copy of the  endorsement  naming  the  additional
insureds  required  under Section 8.1.  Tenant shall,  at least thirty (30) days
prior to the  expiration  of each policy,  furnish  Landlord  with a copy of the
policy or a certificate  evidencing the renewal  thereof.  If Tenant  provides a
certificate  Landlord  may at any time  thereafter  require  Tenant  to  provide
Landlord  with a copy of the policy.  The  policies  shall be issued by insurers
having a rating of A-10 or better in Best's Key Rating  Guide,  who are admitted
carriers in the state  where the Office  Building  Project is  located.  No such
policy  shall be  cancelable  or  subject  to  reduction  of  coverage  or other
modification except after thirty (30) days prior written notice to Landlord.

         8.6 WAIVER OF SUBROGATION.  Tenant and Landlord each hereby release and
relieve the other and their agents and employees (and  Landlord's  asset manager
and property manager) and waive their entire right of recovery against the other
(and Landlord's asset manager and property manager), for direct or consequential
loss or damage  arising  out of or  incident  to the perils  covered by property
insurance   carried  (without  regard  to  any  deductible;   i.e.,  deemed  "no
deductible")  or  required  to be  carried  by such  party,  whether  due to the
negligence  of Landlord or Tenant or their  agents,  employees,  contractors  or
invitees.  All property  insurance  policies  required under this Lease shall be
endorsed to so provide.

         8.7 INDEMNITY. Except for personal injury or death caused solely by the
gross negligence or willful  misconduct of Landlord,  Tenant shall indemnify and
hold harmless  Landlord and its agents,  master or ground  lessor,  partners and
lenders, if any, from and against any and all claims for damage to the person or
property  of  anyone or any  entity  arising  from  Tenant's  use of the  Office
Building Project, or from the conduct of Tenant's business or from any activity,
work or things done, permitted or suffered by Tenant in or about the Premises or
elsewhere  and shall  further  indemnify  and hold  harmless  Landlord  from and
against  any and all  claims,  costs and  expenses  arising  from any  breach or
default in the  performance  of any  obligation on Tenant's part to be performed
under the terms of this Lease, or arising from any act or omission of Tenant, or
any of  Tenant's  agents,  contractors,  employees,  or  invitees,  and from and
against  all costs,  attorneys'  fees,  expenses  and  liabilities  incurred  by
Landlord as the result of any such use,  conduct,  activity,  work, things done,
permitted or suffered,  breach, default or negligence, and in dealing reasonably
therewith,  including  but not limited to the defense or pursuit of any claim or
any action or proceeding involved therein; and in case any action or proceedings
be brought  against  Landlord by reason of any such  matter,  Tenant upon notice
from Landlord  shall defend the same at Tenant's  expense by counsel  reasonably
satisfactory  to  Landlord  and  Landlord  shall  cooperate  with Tenant in such
defense.  Landlord  need not have  first  paid any such  claim in order to be so
indemnified. Tenant, as a material part of the consideration to Landlord, hereby
assumes all risk of damage to property of Tenant or injury to persons,  in, upon
or about the Office  Building  Project  arising from any cause and Tenant hereby
waives all claims in respect  thereof against  Landlord.  The provisions of this
paragraph 8.7 shall survive the expiration or termination of this Lease.

         8.8  EXEMPTION OF LANDLORD  FROM  LIABILITY.  Tenant hereby agrees that
Landlord  shall not be liable for  injury to  Tenant's  business  or any loss of
income  therefrom or for loss of or damage to the goods,  wares,  merchandise or
other property of Tenant, Tenant's employees,  invitees, customers, or any other
person  in or about the  Premises  or the  Office  Building  Project,  nor shall
Landlord  be liable  for injury to the  person of  Tenant,  Tenant's  employees,
agents or  contractors,  whether  such  damage or injury is caused by or results
from theft, fire, steam, electricity,  gas, water or rain, or from the breakage,
leakage,  obstruction or other defects of pipes, sprinklers,  wires, appliances,
plumbing,  air  conditioning  or  lighting  fixtures,  or from any other  cause,
whether said damage or injury results from conditions  arising upon the Premises
or upon other portions of the Office Building  Project,  or from other source or
place, or from hew construction or the repair,  alteration or improvement of any
part  of  the  Office  Building  Project,  or  of  the  equipment,  fixtures  or
appurtenances  applicable  thereto,  and regardless of whether the cause of such
damage or injury or the means of repairing  the same is  inaccessible.  Landlord
shall not be liable for any damages arising from any act or neglect of any other
tenant, occupant or user of the Office Building Project, nor from the failure of
Landlord to enforce the provisions of any other lease of any other tenant of the
Office Building Project.

         8.9  NO  REPRESENTATION  OF  ADEQUATE   COVERAGE.   Landlord  makes  no
representation  that the limits or forms of coverage of  insurance  specified in
this  paragraph 8 are adequate to cover Tenant's  property or obligations  under
this Lease.

9.       DAMAGE OR DESTRUCTION.
         

         9.1      DEFINITIONS.

                  (a) "Premises  Damage" shall mean damage or destruction of the
Premises to any extent.

                  (b) "Premises  Building  Partial  Damage" shall mean damage or
destruction  of the Building of which the Premises are a part to the extent that
the cost to repair is less than fifty percent (50%) of the then Replacement Cost
of the Building.

                  (c) "Premises Building Total Destruction" shall mean damage or
destruction  of the Building of which the Premises are a part to the extent that
the cost to repair is fifty percent (50%) or more of the then  Replacement  Cost
of the Building.

                  (d) "Office  Building  Project Total  Destruction"  shall mean
damage or  destruction  of the buildings in the Office  Building  Project to the
extent  that  the cost of  repair  is  fifty  percent  (50%) or more of the then
Replacement Cost of all of the buildings in the Office Building Project.



Standard Office Lease between                               Initials: _________ 
National Life Insurance Company, Landlord, and              Initials: _________ 
Radio One, Inc., Tenant                                                         
Execution Copy                                                                  
Page 7                                                      53181002.441        
                                                                 
<PAGE>

         (e) "Insured Loss" shall mean damage or destruction  caused by an event
required to be covered by the insurance  described in paragraph 8. The fact that
an insured  Loss has a  deductible  amount  shall not make the loss an uninsured
loss.

         (f)  "Replacement  Cost" shall mean the amount of money necessary to be
spent to repair or  rebuild  the  damaged  area to the  condition  that  existed
immediately  prior to the damage  occurring,  excluding all improvements made by
tenants of the Office Building Project.

9.2      PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.

         (a) Insured Loss:  Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time  during  the term of this Lease  there is  Insured  Loss and that
falls into the  classification  of either Premises  Damage or Premises  Building
Partial  Damage  and that  does not fall  into the  classification  of  Premises
Building Total  Destruction or Office Building  Project Total  Destruction  then
Landlord  shall,  as soon as reasonably  possible and to the extent the required
materials and labor are readily available through usual commercial channels,  at
Landlord's expense, repair such damage (but not Tenant's fixtures,  equipment or
tenant improvements  originally paid for by Tenant) to its condition existing at
the time of the damage, and this Lease shall continue in full force and effect.

         (b) Uninsured  Loss:  Subject to the provisions of paragraph 9.5, if at
any time  during the term of this Lease  there is damage  that is not an Insured
Loss and that falls  into the  classification  of  Premises  Damage or  Premises
Building  Partial  Damage,  and that  does not fall into the  classification  of
Premises   Building  Total   Destruction  or  Office   Building   Project  Total
Destruction,  which damage  prevents  Tenant from making  substantial use of the
Premises,  Landlord may at  Landlord's  option  either (i) repair such damage as
soon as  reasonably  possible at Landlord's  expense,  in which event this Lease
shall  continue in full force and effect,  or (ii) give written notice to Tenant
within  thirty  (30) days  after the date of the  occurrence  of such  damage of
Landlord's  intention to cancel and  terminate  this Lease as of the date of the
occurrence of such damage,  in which event this Lease shall  terminate as of the
date of the occurrence of such damage.

9.3      PREMISES  BUILDING TOTAL  DESTRUCTION:  OFFICE  BUILDING  PROJECT TOTAL
DESTRUCTION.  Subject to the  provisions of paragraph 9.5, if at any time during
the term of Lease there is damage , whether or not it is an Insured  Loss,  that
falls into the classification of either (i) Premises Building Total Destruction,
or  (ii)  Office  Building  Project  Total  Destruction,  then  Landlord  may at
Landlord's  option  either  (a) repair  such  damage or  destruction  as soon as
reasonably  possible at Landlord's expense (to the extent the required materials
are readily  available  through  usual  commercial  channels)  to its  condition
existing at the time of the damage,  but not  Tenant's  fixtures,  equipment  or
tenant improvements,  and this Lease shall continue in full force and effect, or
(b) give  written  notice to Tenant  within  thirty  (30) days after the date of
occurrence of such damage of Landlord's  intention to cancel and terminate  this
Lease, in which case this Lease shall terminate as of the date of the occurrence
of such damage.

9.4      INTENTIONALLY OMITTED.

9.5      ABATEMENT OF RENT; TENANT'S REMEDIES.

         (a) In the event Landlord  repairs or restores the Building or Premises
pursuant to the provisions of this paragraph 9, and any part of the Premises are
not usable  (including loss of use due to loss of access or essential services),
the Rent  payable  hereunder  (including  Tenant's  Share of  Operating  Expense
Increase)  for the  period  during  which  such  damage,  repair or  restoration
continues shall be abated,  on a PRO RATA basis upon the extent Tenant is unable
to use the Premises,  provided,  however,  if the  Broadcast  Suite is not fully
operable Tenant shall be entitled to an abatement for the entire Broadcast Suite
and if at least  fifty  percent  (50%) of any Office  Suite floor is not usable.
Tenant shall be entitled to an abatement of such entire  floor,  as  applicable,
until the repair or  restoration is completed or Tenant  recommences  use of the
Premises,  whichever occurs first, provided the damage was not the result of the
negligence or willful misconduct of Tenant. Except for aid abatement of Rent, if
any,  Tenant shall have no claim  against  Landlord  for any damage  suffered by
reason of any such damage, destruction, repair or restoration.

         (b) If Landlord shall be obligated to repair or restore the Premises or
the Building  under the  provisions  of this  paragraph 9 and shall not commence
such repair or restoration within ninety (90) days after such occurrence,  or if
Landlord  shall not complete the  restoration  and repair  within six (6) months
after such  occurrence,  Tenant may at Tenant's option cancel and terminate this
Lease by giving  Landlord  written  notice of Tenant's  election to do so at any
time prior to the  commencement or completion,  respectively,  of such repair or
restoration.  In such event this Lease  shall  terminate  as of the date of such
notice.

         (c) Tenant agrees to cooperate  with  Landlord in  connection  with any
such  restoration  and  repair,  including  but not  limited to the  approval or
execution of plans and specifications if required.

         (d) If any time during the term of this Lease there is damage,  whether
or not it is an Insured Loss, that falls into the  classification  of either (i)
Premises Damage, or (ii) Office Building Project Total Destruction, and Landlord
elects to repair such damage, and only in the event that after the expiration of
a twelve (12) month period from the date of such loss Landlord has not completed
such restoration,  then Tenant shall thereafter have the right to terminate this
Lease by giving  written  notice to Landlord at any time prior to  completion of
such improvements,  of Tenant's intention to cancel and terminate this Lease, in
which case this Lease shall terminate as of the date of such notice.

9.6      TERMINATION - ADVANCE PAYMENTS. Upon termination of this Lease pursuant
to this paragraph 9, an equitable  adjustment  shall be made concerning  advance
Rent and any advance  payments made by Tenant to Landlord.  Landlord  shall,  in
addition,  return to  Tenant so much of  Tenant's  security  deposit  as has not
theretofore been applied by Landlord.

Standard Office Lease between                                Initials: _________
National Life Insurance Company, Landlord, and               Initials: _________
Radio One, Inc. Tenant                                                          
Execution Copy                                                                  
Page 8                                                       53181002.441       
                                                            
<PAGE>

9.7      WAIVER.  Landlord  and  Tenant  waive  the  provisions  of any  statute
relating to  termination  of leases when leased  property is destroyed and agree
that such event shall be governed by the terms of this Lease.

10.      REAL PROPERTY TAXES.

         10.1 PAYMENT OF TAXES.  Landlord  shall pay the real  property  tax, as
defined in paragraph 4.2,  applicable to the Office Building  Project subject to
reimbursement  by Tenant of  Tenant's  Share of the  amount by which  such taxes
exceed base real estate taxes in accordance with the provisions of paragraph 4.2
except as otherwise provided in paragraph 10.2.

         10.2  ADDITIONAL  IMPROVEMENTS.  Tenant  shall not be  responsible  for
paying any increase in real property tax specified in the tax assessor's records
and work  sheets as being  caused by  additional  improvements  placed  upon the
Office  Building  Project by other  lessees  or by  Landlord  for the  exclusive
enjoyment of any other  lessee.  Tenant shall,  however,  pay to Landlord at the
time that Operating Expenses are payable under paragraph 4.2 the entirety of any
increase  in real  property  tax if  assessed  solely by  reason  of  additional
improvements placed upon the Premises by Tenant or at Tenant's request.

         10.3 JOINT ASSESSMENT.  If the improvements or property,  the taxes for
which  are to be  paid  separately  by  Tenant  under  paragraph  10.2  are  not
separately assessed,  Tenant's portion of that tax shall be equitably determined
by Landlord  from the  respective  valuations  assigned in the  assessor's  work
sheets or such other information (which may include the cost of construction) as
may be reasonably  available.  Landlord's reasonable  determination  thereof, in
good faith, shall be conclusive.

11.      UTILITIES.

         11.1 SERVICES  PROVIDED BY LANDLORD.  Landlord  shall provide  heating,
ventilation,  air conditioning,  and janitorial service as reasonably  required,
elevator  service,  electricity  for reasonable  and normal  lighting and office
machines, water for reasonable and normal drinking and lavatory use, replacement
light  bulbs  and/or  fluorescent  tubes  and  ballasts  for  standard  overhead
fixtures,  but the specifications for the HVAC and janitorial  services shall at
all times be substantially in accordance with the specifications attached hereto
as Exhibit F.

         11.2  SERVICES  EXCLUSIVE  TO  TENANT.  Tenant  shall be  obligated  to
separately  meter the  Broadcast  Suite and the antennas  located on the roof by
Tenant  pursuant to the license  granted to Tenant in Paragraph 38 of the Lease.
Tenant shall be responsible for all  electricity  costs related to the Broadcast
Suite and the rooftop  antennas in excess of $25,000 per year.  Tenant shall pay
for all water,  gas,  heat,  light,  power,  telephone  and other  utilities and
services  specially  or  exclusively  supplied  or  metered  exclusively  to the
Premises.  If any such  exclusive  services  are not  separately  metered to the
Premises. Tenant shall pay a reasonable proportion determined by Landlord of all
charges jointly metered with other areas in the Office Building Project.

         11.3 HOURS OF  SERVICE.  The  services  and  utilities  provided to the
common areas shall be provided during generally accepted business days and hours
8:00 a.m. - 7:00 p.m. Monday - Friday, 9:00 a.m. - 1:00 p.m. Saturday; provided,
electricity  and HVAC shall be provided  twenty-four  (24 hours a day, seven (7)
days a week to the  Premises.  Utilities  and  services  required at other times
shall be subject to advance request and  reimbursement  by Tenant to Landlord of
the cost  thereof.  Tenant  shall have access to the Premises  twenty-four  (24)
hours a day, seven (7) days a week.

         11.4 EXCESS USAGE BY TENANT.  Tenant shall not make  connection  to the
utilities  except by or through  existing  outlets  and shall not install or use
machinery  or  equipment in or about the  Premises  that uses  abnormal  amounts
(assuming  general office use) of water,  lighting or power, or suffer or permit
any act that causes an abnormal burden upon the utilities or services, including
but not  limited to  security  services,  standard  office  usage for the Office
Building Project. Tenant shall reimburse Landlord for any such abnormal expenses
or costs that may arise out of a breach of this paragraph 11.4 Tenant.  Landlord
may, in its sole discretion,  install at Tenant's expense supplemental equipment
and/or  separate  metering  applicable to Tenant's  excess usage or loading.  If
Tenant  consistently  uses in excess of objective  specifications.  Landlord may
separately meter, at Tenant's sole cost and expense.]

         11.5  INTERRUPTIONS.  There shall be no  abatement of Rent and Landlord
shall not be liable in any  respect  whatsoever  for the  inadequacy,  stoppage,
interruption or  discontinuance  of any utility or service due to riot,  strike,
labor  dispute,  breakdown,  accident,  repair or other cause beyond  Landlord's
reasonable   control  or  due  to  cooperation  with  governmental   request  or
directions; provided, however, solely in the event of an interruption of service
which is within  Landlord's  reasonable  control to fix,  and such  interruption
continues for more than three (3) business days, then Tenant shall thereafter be
entitled to a rental  abatement,  on a PRO RATA basis,  for portions of Tenant's
Premises wich are not reasonably usable as a result of such interruption,  until
such interruption ceases.  Nothing herein shall in any way limit Tenant's rights
and remedies at law or in equity.

12.      ASSIGNMENT AND SUBLETTING.

         12.1 LANDLORD'S  CONSENT  REQUIRED.   Without  Landlord's prior written
consent, not to be unreasonably withheld,  conditioned or delayed,  Tenant shall
not sell, assign, mortgage, pledge, hypothecate,  encumber or otherwise transfer
this Lease or any interest therein (each of which actions is hereafter  referred
to as a "transfer"), and shall not sublet the Premises or any part thereof.

Standard Office Lease between                               Initials: _________ 
National Life Insurance Company, Landlord, and              Initials: _________ 
Radio One, Inc. Tenant                                                          
Execution Copy                                                                  
Page 9                                                      53181002.441        
                                                           
                                                            
<PAGE>

         12.2 TENANT'S  APPLICATION.  If Tenant  desires at any time to transfer
this  Lease  (which  transfer  shall in no event  be for  less  than its  entire
interest in this Lease) or to sublet the Premises or any portion thereof. Tenant
shall  submit  to  Landlord  at least  sixty  (60)  days  prior to the  proposed
effective  date of the  transfer or sublease  ("Proposed  Effective  Date"),  in
writing:

         (a) A notice of intent  to  transfer  or  sublease,  setting  forth the
Proposed  Effective  Date,  which shall be no less than sixty (60) days nor more
than ninety (90) days after the sending of such notice;

         (b) The name of the proposed transferee or subtenant;

         (c) The nature of the proposed  transferee's or subtenant's business to
be carried on in the Premises;

         (d) The terms and provisions of the proposed transfer or sublease;

         (e) Such  information  as Landlord may request  concerning the proposed
transferee  or  subtenant,   including  recent  financial  statements  and  bank
references; and

         (f) Evidence  satisfactory to Landlord that the proposed transferee (if
the transfer  involves a transfer of possession)  or subtenant will  immediately
occupy and  thereafter  use the affected  portion of the Premises for the entire
term of the transfer or sublease agreement.

         12.3 LANDLORD'S OPTION TO TERMINATE.  Landlord shall have the right, to
be exercised by giving notice to Tenant within thirty (30) days after receipt of
Tenant's above-described notice and such further financial information as may be
requested by Landlord  together with the fees required under  paragraph 12.7, to
terminate  this Lease and  recapture  the portion of the  Premises  described in
Tenant's notice, but only for such period, including renewals and extensions, as
is set forth in Tenant's Application.  If such notice of termination is given by
Landlord, it shall serve to cancel and terminate this Lease with respect to such
portion of the Premises for the period provided above;  provided,  however, that
such  termination  shall be subject to the written  consent of any  mortgagee of
Landlord.  The  effective  date of such  cancellation  shall be as  specified in
Landlord's  notice of  termination.  If this Lease is  canceled  pursuant to the
foregoing  with  respect to only a portion of the  Premises,  the Rent  required
under  this   Lease,   and   including   Tenant's   Share,   shall  be  adjusted
proportionately  based on the square  footage  retained by Tenant and the square
footage  leased by Tenant  hereunder  immediately  prior to such  recapture  and
cancellation,  and Landlord and Tenant shall  thereupon  execute an amendment of
this Lease in accordance  therewith.  If Landlord so recaptures a portion of the
Premises,  it shall  construct and erect as its sole cost such partitions as may
be required to sever the space  retained by Tenant from the space  recaptured by
Landlord. Landlord may, without limitation,  lease the recaptured portion of the
Premises to the proposed subtenant or transferee without liability to Tenant.

         12.4 APPROVAL  PROCEDURE.  If Landlord approves a transfer or sublease.
Tenant  shall,  prior to the  Proposed  Effective  Date,  submit to  Landlord an
executed  original of the  transfer  or  sublease  agreement  for  execution  by
Landlord  on the  signature  page  after  the  words  "the  foregoing  is hereby
consented to." No purported  transfer or sublease  shall be deemed  effective as
against  Landlord and no proposed  transferee or subtenant  shall take occupancy
unless such document is so executed by Landlord.

         12.5 REQUIRED  PROVISIONS.  Any and all transfer or sublease agreements
shall:

         (a)  Contain  such terms as are  described  in  Tenant's  notice  under
Paragraph 12.2 or as otherwise agreed by Landlord;

         (b) Prohibit further transfers or subleases without  Landlord's consent
under this paragraph 12;

         (c) Impose the same  obligations  and  conditions on the  transferee or
subtenant as are imposed on Tenant by this Lease  (except as to Rent and term or
as otherwise agreed by Landlord);

         (d) Be expressly subject and subordinate to each and every provision of
this Lease;

         (e) Have a term that expires on or before the expiration of the term of
this Lease;

         (f) Provide that the Tenant and/or  transferee  or subtenant  shall pay
Landlord the amount of any additional costs or expenses incurred by Landlord for
repairs,  maintenance  or  otherwise  as a result of any change in the nature of
occupancy caused by the transfer or sublease; and

         (g) Contain  Tenant's  acknowledgment  that Tenant remains liable under
this lease notwithstanding the transfer or sublease.

         12.6  TRANSFER OF SUBLEASE  PROFIT.  Fifty percent (50%) of any sums or
other  economic  consideration  received  by Tenant  directly or  indirectly  in
connection  with any transfer or sublease  (except to the extent of  commissions
paid by  Tenant  to a  licensed  real  estate  broker  at  prevailing  rates and
leasehold  improvement  costs  incurred by Tenant) which exceed in the aggregate
the sums which  Tenant is  obligated  to pay  Landlord  hereunder  (prorated  to
reflect  obligations  allocable  to the portion of the Premises  transferred  or
sublet) shall be payable to Landlord as additional Rent under this Lease. Within
fifteen (15) days after written  request by Landlord.  Tenant shall at any time,
and from time to time,  certify to Landlord the amount of all such sums or other
economic consideration received.

Standard Office Lease between                               Initials: _________ 
National Life Insurance Company, Landlord, and              Initials: _________ 
Radio One, Inc. Tenant                                                          
Execution Copy                                                                  
Page 10                                                     53181002.441        
                                                           
<PAGE>

         12.7 FEES FOR  REVIEW.  Tenant  shall  pay to  Landlord  or  Landlord's
designee,  as Additional  Rent,  together with the notice described in Paragraph
12.2, a non refundable fee as reimbursement for expenses incurred by Landlord in
connection  with reviewing each such  transaction(including  any  administrative
expenses for Landlord's property manger), in the amount of Three Hundred Dollars
($300.00).  In addition to such reimbursement,  if Landlord retains the services
of an  attorney to review the  transaction.  Tenant  shall pay to  Landlord  all
attorneys'  fees  incurred by Landlord in  connection  therewith,  not to exceed
$2,000.00.  Tenant shall pay such attorney's fees to Landlord within thirty (30)
days after written request.

         12.8 NO RELEASE OF TENANT.  No consent by Landlord  to any  transfer or
subletting by Tenant shall relieve  Tenant of any  obligation to be performed by
Tenant  under  this  Lease,  whether  occurring  before or after  such  consent,
transfer or subletting.  Landlord's  consent to any transfer or subletting shall
not relieve  Tenant  from the  obligation  to obtain  Landlord's  express  prior
written consent to any other transfer or subletting.  The acceptance by Landlord
of payment  from any other person shall not be deemed to be a waiver by Landlord
of any provision of this Lease or to be a consent to any subsequent  transfer or
sublease, or be a release of Tenant from any obligation under this Lease.

         12.9  ASSUMPTION OF  OBLIGATIONS.  Each  transferee of this Lease shall
assume all obligations of Tenant under this Lease and shall be and remain liable
jointly  and  severally  with  Tenant  for  the  payment  of the  Rent  and  the
performance  of all the terms,  covenants,  conditions,  and  agreements  herein
contained  on  Tenant's  part to be  performed  for the term of this  Lease.  No
transfer shall be binding on Landlord  unless the transferee or Tenant  delivers
to  Landlord a  counterpart  of the  instrument  of  transfer  which  contains a
covenant of assumption by the transferee  satisfactory  in substance and form to
Landlord, consistent with the above requirements . The failure or refusal of the
transferee  to  execute  such  instrument  of  assumption  shall not  release or
discharge  the  transferee  from its liability to Landlord  hereunder.  Landlord
shall have no  obligation  whatsoever  to perform  any duty to or respond to any
request from any subtenant,  it being the obligation of Tenant to administer the
terms of its sublease.

         12.10  DEEMED  TRANSFERS.   If  the  Tenant  is  a  nonpublicly  traded
corporation,  or is an unincorporated association or partnership,  the transfer,
assignment or hypothecation,  whether effected  voluntarily,  of by operation of
law, of any stock or interest in such corporation, association or partnership in
the  aggregate in excess of fifty percent (50%) shall be deemed to be a transfer
of this Lease and shall be subject to the provisions of this paragraph 12.

         12.11  ASSIGNMENT  BY  OPERATION  OF LAW. No interest of Tenant in this
Lease shall be assignable by operation of law.

         12.12 ASSIGNMENT OF SUBLEASE RENTS.  Tenant immediately and irrevocably
assigns to Landlord,  as security for Tenant's obligations under this Lease, all
rent from any  subletting of all or any part of the Premises,  and Landlord,  as
assignee and as  attorney-in-fact  for Tenant for purposes hereof, or a receiver
for Tenant appointed on Landlord's application, may collect such rents and apply
same toward  Tenant's  obligations  under this  Lease,  except  that,  until the
occurrence  of an  act  of  default  by  Tenant  (after  the  expiration  of any
applicable notice and cure).  Tenant shall have the right and license to collect
such rents.

13.      DEFAULT; REMEDIES.

         13.1 DEFAULT. The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Tenant:

         (a) Intentionally Omitted.

         (b) The  failure  by  Tenant  to pay  Rent or make  any  other  payment
required to be made by Tenant  hereunder,  as and when due,  which failure shall
continue for five (5) days after written  notice of such  non-payment is sent to
Tenant (provided,  however,  Landlord shall only be obligated to send one notice
of non-payment within any twelve-month period, and only three (3) notices during
the Term,  with any  non-payment  thereafter  being deemed an automatic  Default
without further notice or cure rights required by this Lease).

         (c) The failure by Tenant to observe or perform  any of the  covenants,
conditions  or  provisions  of this Lease to be observed or  performed by Tenant
other than those referenced in subparagraphs 13.1 (a) and (b) where such failure
shall  continue for a period of fifteen (15) days after written  notice  thereof
from  Landlord  to Tenant,  provided,  however,  that if the nature of  Tenant's
noncompliance  is such that more than fifteen (15) days are reasonably  required
for its  cure,  then  Tenant  shall not be  deemed  to be in  default  if Tenant
commences  such cure within said  fifteen  (15) days and  thereafter  diligently
pursues such cure to completion, but in no event more than sixty (60) days after
such  original  notice.  To the extent  permitted by law,  such fifteen (15) day
notice shall constitute the sole notice required to be given to Tenant under any
applicable summary eviction statute.

         (d) (i) The making by Tenant of any  arrangement  or assignment for the
benefit  of  creditors;  (ii)  Tenant  becoming  a  "debtor"  as  defined in the
Bankruptcy  Code or any successor  statute,  (unless,  in the case of a petition
filed against Tenant,  the same is dismissed within sixty (60) days);  (iii) the
appointment of a trustee or receiver to take possession of substantially  all of
Tenant's  assets located at the Premises or of Tenant's  interest in this Lease,
where  possession is not restored to Tenant within thirty (30) days; or (iv) the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such
seizure is not  discharged  within  thirty  (30)  days,  all of which are hereby
deemed  to be  non-curable  defaults  without  the  necessity  of any  notice by
Landlord to Tenant thereof.

Standard Office Lease between                               Initials: _________ 
National Life Insurance Company, Landlord, and              Initials: _________ 
Radio One, Inc. Tenant                                                          
Execution Copy                                                                  
Page 11                                                     53181002.441        
                                                           
<PAGE>

         (e) The  existence of  materially  false  information  in any financial
statement given to Landlord by Tenant or its successor in interest, all of which
are hereby deemed to be non-durable defaults without the necessity of any notice
by Landlord to Tenant thereof.

         (f) The default by Tenant under any other lease with Landlord.

         13.2  REMEDIES.  In the event of any material  default of this Lease by
Tenant,  Landlord may at any time  thereafter,  with or without notice or demand
and  without  limiting  Landlord  in the  exercise  of any right or remedy which
Landlord may have by reason of such default:

         (i) No act by Landlord (including without limitation the acts set forth
in the  succeeding  sentence)  shall be deemed  to be a  release  of Tenant or a
waiver of Tenant's  obligation to pay rent or to be an acceptance of abandonment
of the Premises,  unless clearly and affirmatively stated in writing. As long as
Landlord does not in writing  release Tenant,  waive Tenant's  obligation to pay
rent, or accept  abandonment  of the Premises,  Landlord may (1) continued  this
Lease in effect,  (b)  continue  to collect  Rental when due and enforce all the
other  provisions  of this Lease,  (c) enter the Premises and relet them, or any
part of them, to third  parties for Tenant's  account,  for a period  shorter or
longer than the remaining term of this Lease, and (d) have a receiver  appointed
to collect rental and conduct Tenant's business. Tenant shall immediately pay to
Landlord  all costs  Landlord  incurs in such  reletting,  including  ,  without
limitation,  brokers'  commissions,   attorneys'  fees,  advertising  costs  and
expenses of remodeling the Premises for such reletting.

         (ii) If Landlord  elects to relet all or any portion of the Premises as
permitted  above,  rent that  Landlord  receives  from such  reletting  shall be
applied  to the payment  of,  in the  following  order  and  priority,  (a)  any
indebtedness  from Tenant to Landlord  other than Rent due from Tenant,  (b) all
costs incurred by Landlord in such reletting,  to the extent  outstanding  after
application  of any  payment  pursuant  to 13.2(i)  above,  and (c) Rent due and
unpaid under this Lease.  After applying such payments as referred to above, any
sum remaining from the rent Landlord  receives from such reletting shall be held
by  Landlord  and  applied  in  payment  of future  Base Rent or other  items of
additional  rent as becomes  due under this lease.  In no event shall  Tenant be
entitled to any excess rent received by Landlord.

         (iii) If the  rental  agreed to be paid under  this  Lease,  including,
without  limitation,  all other sums of money which under the provisions of this
Lease may be considered as additional  rent,  shall be in arrears in whole or in
part,  Landlord,  after  five (5) days'  notice and an  opportunity  to cure may
destrain  therefore,  but only by judicial process.  If Tenant shall violate any
covenant, including without limitation the covenant to pay rental, made by it in
this Lease and shall fail to comply with such covenant  within any notice period
provided  for in this Lease,  then  Landlord  may,  at its  option,  but only by
judicial process,  re-enter the Premises or notify Tenant in writing and thereby
declare this Lease and the tenancy  hereby created  terminated.  Notwithstanding
any  such  termination,  Landlord  shall  be  entitled  to  the  benefit  of all
provisions of law  respecting  the speedy  recovery of lands and tenements  held
over by tenants or proceedings  in forcible  entry and detainer.  Tenant further
agrees that,  notwithstanding such re-entry,  Tenant shall remain liable for any
rent or damages which may be due or sustained  prior  thereto,  and Tenant shall
further be liable,  at the option and sole  discretion of Landlord,  for sums of
money as liquidated  damages for the breach of any covenant to be calculated one
of  the  following  three  methods  which  may be  designated  by  Landlord,  in
Landlord's sole, absolute and non-reviewable discretion, in or after such notice
of  termination:  (a) Tenant shall pay to Landlord the amount which, at the time
of such  termination,  is equal to the installments of Rent and the aggregate of
all sums  payable  hereunder as  additional  rental (for such purpose the annual
amount of such  additional  rental to be equal to the amount thereof paid in the
Lease Year or annualized  portion  thereof  immediately  preceding such default)
reserved  hereunder,  for the period which would otherwise have  constituted the
unexpired  portion of the then current term of this Lease,  discounting all such
amounts to present  worth at a discount  rate equal to the Wall  Street  Journal
Prime Rate; (b) Tenant shall pay to Landlord the difference between (i) the rent
and  additional  rent reserved  under this Lease for the balance of the Term and
(ii) the fair rental value of the  Premises  for the balance of the Term,  to be
reasonably  determined by Landlord as of the date of reentry (the initial rental
rate set forth in any new lease  executed by Landlord  shall be conclusive as to
the "fair  rental  value");  or (c) Tenant  shall pay the amount of the rent and
additional  rent reserved  under this Lease at the times herein  stipulated  for
payment of such rent and additional  rent for the balance of the Term,  less any
amount  received by Landlord during such period from others to whom the Premises
may be rented on such terms and  conditions and at such rental as Landlord shall
be permitted to recover damages in accordance  with Subsection  (iii)(c) for the
amount of rent due from  Tenant to Landlord  from the date of default  until the
date of the  filing of any  lawsuit by  Landlord  for the  recovery  of rent and
additional  rent,  and the Landlord shall also be permitted to recover all other
sums due  thereafter  in the same  lawsuit  pursuant to the terms of  Subsection
(iii)(a) hereof. By way of example,  if Tenant shall have abandoned the Premises
on January 1, and  Landlord  files suit for unpaid rent and  additional  rent on
June 1 of the same  year,  then,  although  the Lease does not  terminate  until
December 31 of the same year,  the  Landlord  shall be  permitted to recover all
rent  and  additional  rent  due  for  the  period   January-June   pursuant  to
Subsection(iii)(c)  hereof,  and, in the same  lawsuit,  to recover all rent and
additional  rent  due for the  period  July-December  pursuant  to the  terms of
Subsection (iii)(a) hereof.

         (iv) Tenant further agrees that if it shall default in the  performance
of any  covenant  on its part to be  performed  under  this  Lease,  and if,  in
connection with Landlord's enforcement of its rights or remedies, Landlord shall
incur fees and expenses  for services  rendered  (including  without  limitation
reasonable  attorney's  fees and  brokerage  commissions),  then  such  fees and
expenses shall be immediately reimbursed by Tenant on demand as additional rent,
collectible in any summary  ejectment action or in any other proceeding  whereby
Landlord is entitled to collect additional rent from Tenant. Notwithstanding the
foregoing, if Landlord shall file any legal action for the collection of rent or
any  eviction  proceeding  for the  non-payment  of rent,  and Tenant shall make
payment of such sum due and payable prior to the rendering of any judgment, then
Landlord shall be entitled to collect and Tenant shall be

Standard Office Lease between                              Initials: _________ 
National Life Insurance Company, Landlord, and             Initials: _________ 
Radio One, Inc. Tenant                                                         
Execution Copy                                                                 
Page 12                                                    53181002.441        
                                                          
<PAGE>

obligated to pay all court  filing fees,  service  fees,  related  costs and the
reasonable  fees  of  Landlord's  attorneys.   Such  fees  and  costs  shall  be
collectible by Landlord as additional rent.

         (v)  Landlord,  at any time  after  Tenant  commits a default or breach
under this Lease,  may after any applicable  notice and cure as provided  above,
cure such default or breach at Tenant's sole costs.  If Landlord at any time, by
reason of Tenant's default or breach, pays any sum or does any act that requires
the  payment  of any sum,  such sum  shall be due  immediately  from  Tenant  to
Landlord at the time such sum is paid, and shall be deemed additional rent under
this Lease.

         13.3  DEFAULT  BY  LANDLORD.  In the event  Landlord  fails to cure (or
promptly  commence and  diligently  pursue the cure of) any breach or failure by
Landlord to comply with any of Landlord's  obligations under this Lease within a
reasonable period (not to exceed thirty (30) days from receipt of written notice
from Tenant unless such performance shall require a longer period, in which case
Landlord  shall not be deemed in default  if  Landlord  commences  such cure and
diligently pursues such cure to completion (not to exceed sixty (60) days) after
Tenant furnishes  Landlord and Landlord's  mortgagee with written notice of such
failure,  then Tenant shall have the right to pursue all  remedies  available to
Tenant at law and in equity,  together with reasonable attorneys' fees and costs
of collection if Tenant is successful in such action.

         13.4 LATE CHARGES. If any installment of Base Rent or any other sum due
from Tenant shall not be received by Landlord or Landlord's designee within five
(5) days of when due,  then Tenant  shall pay to Landlord a late charge equal to
five  percent (5%) of such  overdue  amount.  Tenant shall pay Landlord the late
charge within ten (10) days of notice by Landlord. The parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs Landlord
will incur by reasons of late payments by Tenant. Acceptance of such late charge
by  Landlord  shall in no event  constitute  a waiver of  Tenant's  default with
respect to such overdue amount,  nor prevent Landlord from exercising any of the
other rights and remedies granted hereunder.

         13.5 INTEREST ON PAST-DUE OBLIGATIONS. Any amount not paid by Tenant to
Landlord  when due  shall  bear  interest  from that date due at the rate of the
prime rate as charged by NationsBank plus two percent (2%), except that interest
shall not be payable on any late charge and  interest on any amount upon which a
late charge is payable shall not commence to accrue until thirty (30) days after
the date due.  Payment  of  interest  shall not  excuse or cure any  default  by
Tenant.

14.      CONDEMNATION.  If the  Premises  or any  portion  thereof or the Office
Building Project are taken under the power of eminent domain,  or sold under the
threat  of  the  exercise  of  said  power  (all  of  which  are  herein  called
"condemnation"),  this Lease shall  terminate  as to the part so taken as of the
date the condemning authority takes title or possession, whichever first occurs,
provided that if so much of the Premises or the Office Building Project is taken
by such  condemnation as would  substantially and adversely affect the operation
and  profitability  of  Tenant's  business  conducted  from  the  Premises,   in
Landlord's  reasonable  opinion.  Tenant shall have the option,  to be exercised
only in writing  within thirty (30) days after the  condemning  authority  shall
have taken  possession,  to terminate  this Lease as of the date the  condemning
authority  takes such  possession.  If Tenant does not  terminate  this Lease in
accordance with the foregoing,  this Lease shall remain in full force and effect
as to the portion of the Premises  remaining,  except that the Rent and Tenant's
Share of Real Estate Tax Escalation  shall be reduced in the proportion that the
floor area of the Premises  taken bears to the total floor area of the Premises.
Common Areas taken shall be excluded  from the Common Areas usable by Tenant and
no reduction of Rent shall occur with respect thereto or by reason  thereof.  In
the event more than fifty percent  (50%) of the Building is condemned,  Landlord
shall have the option in its sole  discretion to terminate  this Lease as of the
taking of possession by the  condemning  authority,  by giving written notice to
Tenant of such  election  within  thirty (30) days after  receipt of notice of a
taking  by  condemnation  of any part of the  Premises  or the  Office  Building
Project.  Any award for the  taking  of all or any part of the  Premises  or the
Office  Building  Project under the power of eminent  domain or any payment made
under  threat of the  exercise of such power shall be the  property of Landlord,
whether such award shall be made as compensation  for diminution in value of the
leasehold  or for the  taking of the fee,  or as  severance  damages;  provided,
however,  that Tenant  shall be entitled  to any  separate  award for loss of or
damage to Tenant's trade fixtures,  removable  personal property and unamortized
tenant  improvements  that have been paid for by Tenant.  For that purpose,  the
cost of such improvements shall be amortized over the original term of the lease
excluding any options.  In the event that this Lease is not terminated by reason
of such  condemnation,  Landlord  shall,  to the  extent  of  severance  damages
received by Landlord in connection with such condemnation,  repair any damage to
the Premises  caused by such  condemnation  except to the extent that Tenant has
been  reimbursed  therefor by the  condemning  authority.  Tenant  shall pay any
amount in excess of such severance damages required to complete such repair.

15.      BROKER'S  FEE.  Tenant and Landlord  each  represent and warrant to the
other that neither has had any dealing with any person,  firm,  broker or finder
(other than the person(s), if any, whose name is set forth in paragraph 1.13) in
connection  with  the  negotiation  of this  Lease  or the  consummation  of the
transaction  contemplated  hereby, and no other broker or other person,  firm or
entity is entitled to any  commission  or finder's fee in  connection  with said
transaction and Tenant and Landlord do each hereby  indemnify and hold the other
harmless from and against any costs, expenses,  attorneys' fees or liability for
compensation  or charges which may be claimed by any such unnamed broker, finder
or other similar party by reason of any dealings or actions of the  indemnifying
party.

16.     ESTOPPEL CERTIFICATES.

         (a) Each party (as "responding  party") shall at any time upon not less
than ten (10)  days  prior  written  notice  from the other  party  ("requesting
party") execute,  acknowledge and deliver to the requesting party a statement in
writing  (i)  certifying  that this  Lease is  unmodified  and in full force and
effect, (or, if modified, stating the nature of such modification and certifying
that this Lease,

Standard Office Lease between                              Initials: _________ 
National Life Insurance Company, Landlord, and             Initials: _________ 
Radio One, Inc. Tenant                                                         
Execution Copy                                                                 
Page 13                                                    53181002.441        
<PAGE>                                                    

as so modified,  is in full force and effect) and the date to which the rent and
other charges are paid in advance, if any, and (ii) acknowledging that there are
not, to the responding  party's  knowledge,  any uncured defaults on the part of
the requesting  party, or specifying such defaults if any are claimed.  Any such
statement  may be  conclusively  relied  upon by any  prospective  purchaser  or
encumbrancer of the Office Building Project or of the business of Tenant.

         (b) At the requesting party's option, the responding party's failure to
deliver  such  statement  within  such time shall be a material  default of this
Lease,  without any further  notice to such party,  or after  second  notice and
failure to respond within three (3) business  days, it shall be conclusive  upon
such party that (i) this Lease is in full force and effect, without modification
except as may be represented by the requesting  party, (ii) there are no uncured
defaults in the  requesting  party's  performance,  and (iii) if Landlord is the
requesting party, not more than one month's rent has been paid in advance.

         (c) If  Landlord  desires  to  finance,  refinance  or sell the  Office
Building  Project,  or any part thereof,  Tenant hereby agrees to deliver to any
lender or purchaser  designated by Landlord such financial  statements of Tenant
as may be reasonably required by such lender or purchaser. Such statements shall
include  the past  three (3) years'  financial  statements  of Tenant.  All such
financial  statements shall be received by Landlord and such lender or purchaser
in confidence and shall be used only for the purposes herein set forth.

17.      LANDLORD'S  LIABILITY.  The term  "Landlord"  as used herein shall mean
only the  owner or  owners,  at the time in  question,  of the fee  title or the
leasehold  interest under a ground lease of the Office Building Project.  In the
event of any transfer of such title or interest.  Landlord  herein named (and in
case of any  subsequent  transfers  then the grantor) shall be relieved from and
after  the  date  of such  transfer  of all  liability  as  respects  Landlord's
obligations thereafter to be performed,  provided that any funds in the hands of
Landlord or the then grantor at the time of such  transfer,  in which Tenant has
an interest, shall be delivered to the grantee,  and so long as such  transferee
assumes in writing such obligation.  The obligations  contained in this Lease to
be performed by Landlord shall be binding on Landlord's  successors and assigns,
only to the extent accruing during their respective periods of ownership.  It is
understood and agreed that the liability of Landlord  hereunder shall be limited
solely to the assets and  property of the Building or Office  Building  Project;
then no  general  or  limited  partner  or  stockholder  of  Landlord  shall  be
personally  liable with  respect to any claim  arising out of or related to this
Lease;  and that a deficit capital account of a partner of Landlord shall not be
deemed an asset or property of the Building or Office Building Project.

18.      SEVERABILITY.  The  invalidity  of  any  provision  of  this  Lease  as
determined  by a court of  competent  jurisdiction  shall in no way  affect  the
validity of any other provision hereof.

19.      FORCE  MAJEURE.  Any  obligation  of  Landlord  which is delayed or not
performed due to an act of God,  strike,  riot,  shortage of labor or materials,
war  (whether  declared  or  undeclared),   laws,  governmental  regulations  or
restrictions or any other governmental action or inaction, or any other cause of
any kind whatsoever which is beyond  Landlord's  reasonable  control,  shall not
constitute a default  hereunder and shall be performed  within a reasonable time
after  the end of the  cause for delay or  non-performance.  Any  obligation  of
Tenant which is delayed or not performed  (other than the obligation to pay Rent
which  shall not be covered  by this  provision)  due to an act of God,  strike,
riot,  shortage of labor or  materials,  war (whether  declared or  undeclared),
laws, governmental  regulations or restrictions or any other governmental action
or inaction,  or any other cause of any kind whatsoever which is beyond Tenant's
reasonable  control,  shall  not  constitute  a default  hereunder  and shall be
performed  within a  reasonable  time  after  the end of the  cause for delay or
non-performance.

20.      TIME  IS OF  ESSENCE.  Time  is of  the  essence  with  respect  to the
obligations to be performed under this Lease.

21.      NOT APPLICABLE.

22.      INCORPORATION OF PRIOR AGREEMENT:  AMENDMENTS.  This Lease contains all
agreements of the parties with respect to any matter mentioned  herein. No prior
or  contemporaneous  agreement or  understanding  pertaining  to any such matter
shall be effective . This Lease may be modified in writing  only,  signed by the
parties in interest at the time of the modification.  Except as otherwise stated
in this Lease,  Tenant hereby  acknowledges  that neither the Listing Broker nor
the Cooperating  Broker, if any,  designated in paragraphs 1.13 and 1.14 nor the
Landlord or any  employee  or agent of any of said  persons has made any oral or
written warranties or representations to Tenant relative to the condition or use
by Tenant of the Premises or the Office Building Project and Tenant acknowledges
that Tenant assumes all responsibility  regarding any of the following , as such
applies to the Premises (but does not take responsibility to the extent work may
be required  outside the  Premises):  the  Occupational  Safety  Health Act, the
Americans with  Disabilities Act, the legal use and adaptability of the Premises
and the compliance  thereof with all applicable  laws and  regulations in effect
during the term of this Lease.

23.      NOTICES.  Any notice  required or permitted to be given hereunder shall
be in  writing  and  may be  given  by  personal  delivery  or by  certified  or
registered  mail  (provided  that  notice of  exercise of any option must in all
events be given by certified  or  registered  mail)  addressed to a party at the
address  herein  or such  other  address  for  notice  purposes  as may be later
specified  by notice to the  other  party,  except  that  upon  Tenant's  taking
possession of the Premises,  the Premises shall constitute  Tenant's address for
notice purposes. Mailed notices shall be deemed given upon actual receipt at the
address required,  or forty-eight  hours following deposit in the mail,  postage
prepaid,  whichever first occurs unless otherwise  specifically provided in this
Lease.  A copy of all  notices  required  or  permitted  to be given to Landlord
hereunder  shall be  concurrently  transmitted to such other party or parties at
such  addresses as Landlord  may from to time  hereafter  designate by notice to
Tenant.

Standard Office Lease between                               Initials: _________ 
National Life Insurance Company, Landlord, and              Initials: _________ 
Radio One, Inc. Tenant                                                       
Execution Copy                                                               
Page 14                                                     53181002.441 
                                                                               
<PAGE>
                                                              
Notice addresses are as follows:

         LANDLORD:    National Life Insurance Company, a Vermont Corporation
                      c/o Koll Investment Management
                      1101 17th Street, N.W. Suite 610
                      Washington, D.C.  20036
                      Attention:  Barbara E. Gloeckner

Prior to Rent Commencement Date:


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

With a copy to :      Jerry Moore, III, Esq.
                      Arter & Hadden
                      1801 K Street, N.W. Suite 400K
                      Washington, D.C. 20006-1301


After Rent Commencement Date:

         TENANT:      Radio One, Inc.
                      5900 Princess Garden Parkway
                      Suite 800
                      Lanham, Maryland
                      Attention:       Alfred Liggins, President

With a copy to :      Jerry Moore, III, Esq.
                      Arter & Hadden
                      1801 K Street, N.W. Suite 400K
                      Washington, D.C. 20006-1301

24.      WAIVERS.  No waiver by Landlord of any provision hereof shall be deemed
a waiver of any other  provision  or of any  subsequent  breach by Tenant of the
same or any other  provision.  Landlord's  consent to, or  approval  of, any act
shall not be deemed to render unnecessary the obtaining of Landlord's consent to
or approval of any subsequent act by Tenant.  The acceptance of rent by Landlord
shall not be a waiver of any  preceding  breach of this Lease by  Tenant,  other
than  Tenant's  failure to pay the  particular  rent so accepted,  regardless of
Landlord's  knowledge of such preceding breach at the time of acceptance of such
rent.

25.      HOLDING OVER. If Tenant, with Landlord's consent, remains in possession
of all or any part of the  Premises  after  the  expiration  of the term of this
Lease,  such occupancy  shall be a tenancy from  month-to-month  upon all of the
provisions of this Lease  pertaining to the  obligations of Tenant,  except that
the Base Rent payable shall be one hundred fifty percent (150%) of the Base Rent
payable immediately preceding the expiration of the term.

26.      CUMULATIVE REMEDIES.  No  remedy or  election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

27.      COVENANTS AND CONDITIONS.  Each provision of this Lease to be performed
by Tenant shall be deemed both a covenant and a condition.

28.      BINDING  EFFECT;  CHOICE  OF  LAW.  Subject  to any  provisions  hereof
restricting  assignment or subletting by Tenant and subject to the provisions of
paragraph 17, this Lease shall bind the parties, their personal representatives,
successors and assigns. This Lease shall be governed by the laws of the State of
Maryland,   excluding  principles  of  conflicts  of  law,  and  nay  litigation
concerning  this Lease  between the parties  hereto  shall be  initiated  in the
county in which the Office Building Project is located.

29.      SUBORDINATION AND ATTORNMENT.

         (a)      Landlord  represents  that there  are no existing mortgages on
the Property. This Lease shall be subordinate to any mortgages or deeds of trust
which may  hereafter  be placed upon the  Building or Project and to any and all
advances to be made thereunder,  and to the interest thereon,  and all renewals,
replacements,  and extensions thereof.  This Section shall be self-operative and
no further instrument or subordination shall be required.  Tenant agrees that at
any time and from time to time,  within five (5) days after  written  request of
Landlord, Tenant shall promptly execute, acknowledge and deliver to Landlord any
written statement confirming such subordination  reasonably required by Landlord
or any of its lenders. As a condition of such subordination, Tenant shall obtain
a  commercially  reasonable  form of  non-disturbance  agreement  from  any such
lenders. In the event of any mortgagee



Standard Office Lease between                             Initials: _________ 
National Life Insurance Company, Landlord, and            Initials: _________ 
Radio One, Inc., Tenant                                                       
Execution Copy                                                                
Page 15                                                   53181002.441        
                                                         
<PAGE>
or trustee  electing to have this Lease be a prior lien to its  mortgage or deed
of trust,  then and in such an event,  upon such mortgagee or trustee  notifying
Tenant to that  effect,  this  Lease  shall be deemed  prior in lien to the said
mortgage  or  trust  deed,  whether  or not  this  Lease  is  dated  prior to or
subsequent to the date of said mortgage or deed of trust.

         (b)      If Landlord  assigns  this Lease  of the  rents hereunder to a
creditor as security for a debt.  Tenant shall,  after notice of such assignment
and upon demand by Landlord or the assignee,  pay all sums  thereafter  becoming
due Landlord hereunder both jointly to Landlord and such assignee.  Tenant shall
also,  upon  receipt of such notice,  have all  policies of  insurance  required
hereunder endorsed so as to protect the assignee's interest as it may appear and
shall deliver such policies,  or certificates  thereof, to the assignee.  In the
event the  Premises are sold at any  foreclosure  sale or sales by virtue of any
judicial  proceedings or otherwise,  this Lease shall continue in full force and
effect  and  Tenant  agrees,  upon  request,  to attorn to and  acknowledge  the
foreclosure purchaser or purchasers at such sale as the Landlord hereunder. As a
condition  to Tenant's  agreement  to attorn as set forth  herein,  Tenant shall
obtain a commercially reasonable form of non-disturbance  agreement on behalf of
Tenant from Landlord's mortgagee.

30.  ATTORNEYS'  FEES.  If either party brings any lawsuit to enforce or declare
rights  under this Lease,  the  prevailing  party in the action,  including  any
appeal, shall be entitled to reasonable attorneys' fees paid by the losing party
as fixed by the court in the same or a separate proceeding,  whether or not such
action is pursued to decision or judgement.  The  attorneys' fee award shall not
be computed in accordance  with any court fee schedule,  but shall be such as to
fully  reimburse all  attorneys'  fees  reasonably  incurred in good faith.  Any
attorney's fees due Landlord by Tenant shall be Additional Rent.

31.      LANDLORD'S ACCESS

         31.1 Landlord and  Landlord's  agents shall have the right to enter the
Premises  at  reasonable  times  upon  twenty-four  (24) hours  prior  notice by
telephone  (except  in an  emergency  where a shorter  period  of time  shall be
permitted)  for the purpose of  inspecting  the same,  performing  any  services
required of Landlord,  showing the same to prospective  purchasers,  lenders, or
lessees,  taking such measures,  erecting such  scaffolding  or other  necessary
structures,  making such alterations,  repairs, improvements or additions to the
Premises or to the Office  Building  Project as  Landlord  may  reasonably  deem
necessary or desirable and the  erecting,  using and  maintaining  of utilities,
services,  pipes and conduits through the Premises and/or other premises as long
as there is no material adverse effect on Tenant's use of the Premises. Landlord
shall make  reasonable  efforts to minimize  disruption  to Tenant's  use of the
Premises,  and Landlord  shall  restore the  Premises to the existing  condition
prior to such access. Landlord may at any time place on or about the Building or
the Office Building Project "For Sale" signs and Landlord may at any time during
the last 120 days of the term place on or about the Premises "For Lease" signs.

         31.2 All  activities  of  Landlord  pursuant to  paragraph  31 shall be
without  abatement of Rent and Landlord  shall not have any  liability to Tenant
for the same, other than as provided in Section 9.5(a) or paragraph 11.5.

         31.3.  Landlord shall have the right to retain keys to the Premises and
to unlock all doors in or upon the Premises other than files,  vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate
means,  and any such entry shall not be deemed a forcible  or unlawful  entry or
detainer of the Premises or an eviction.  Tenant  waives any charges for damages
or injuries or  interference  with  Tenant's  property or business in connection
therewith.

32.      AUCTIONS,  OTHER SALES AND  CESSATION  OF  BUSINESS.  Tenant  shall not
conduct,  nor permit to be conducted,  either voluntarily or involuntarily,  any
auction upon the Premises or the Common Areas without  Landlord's  prior written
consent  which  shall be given  at  Landlord's  sole  discretion  and  judgment.
Notwithstanding  anything to the contrary in this Lease,  Landlord  shall not be
obligated to exercise any standard of reasonableness  in determining  whether to
grant such  consent.  Tenant shall not make a bulk sale of its goods or move, or
attempt  to or  threaten  to move its goods and  equipment  out of the  Premises
(other than in the ordinary  course of  business)  or cease to conduct  business
from the Premises.

33.      SIGNS.  Tenant shall not place any sign upon the Premises or the Office
Building  Project without  Landlord's prior written consent which shall be given
in the Landlord's sole discretion and judgment. For this purpose, but subject to
the rights of RCI as an existing  Tenant,  if any,  Landlord hereby approves the
signage rights (including design, size, location,  materials, etc.) described on
Exhibit G attached  hereto (or to be attached hereto and submitted by Tenant and
signed by  Landlord).  Under no  circumstances  shall Tenant place a sign on any
roof of the Office Building  Project,  other than with Landlord's  prior written
approval,  and  subject  to the  rights of  existing  tenants.  Tenant  shall be
responsible  for obtaining all  necessary  approvals for any permitted  sign, at
Tenant's  sole cost and  expense.  If any sign is displayed  without  Landlord's
prior  consent,  Landlord  shall  have the right to remove  such sign or item at
Tenant's  expense,  or require Tenant to do same.  Landlord hereby agrees not to
(a) grant any signage  rights for tenant  signs to be located on the exterior of
the  Building  after the date  hereof,  or (b) name the  Building,  without  the
consent of Tenant, which consent shall not be unreasonably withheld, conditioned
or delayed.

34.      MERGER.  The  voluntary or other  surrender or mutual  cancellation  or
termination by Landlord of this Lease shall not work a merger, but shall, at the
option of Landlord,  terminate all or any subtenancies or may , at the option of
Landlord, operate as an assignment to Landlord of any or all subtenancies.

35.      CONSENTS.  Except for paragraphs 7.3  (Alterations  and Additions),  12
(Assignment and Subletting) as it relates to any mortgage, pledge, hypothecation
or encumbrance of this Lease or any interest therein, 32 (Auctions,  Other Sales
and Cessation of Business) 33 (Signs), and 48 (Hazardous Material) as it relates
to causing or permitting any Hazardous Material to be brought upon.

Standard Office Lease between                             Initials: _________ 
National Life Insurance Company, Landlord, and            Initials: _________ 
Radio One, Inc., Tenant                                                       
Execution Copy                                                                
Page 16                                                   53181002.441        
                                                         
<PAGE>



kept or used in or about the Premises, wherever in this Lease the consent of one
party is  required  to an act of the  other  party  such  consent  shall  not be
unreasonably withheld or delayed.

36.      GUARANTOR.  In the event that there is a guarantor  of this Lease,  the
guarantor shall have the same obligations as Tenant under this Lease.

37.      QUIET  POSSESSION.  Upon Tenant  paying the rent for the  Premises  and
observing and  performing  all of the  covenants,  conditions  and provisions on
Tenant's  part to be observed and performed  hereunder.  Tenant shall have quiet
possession of the Premises for the entire term subject to all the  provisions of
this Lease.

38.      LICENSE FOR ANTENNA.  (a) Subject to the rights of other tenants in the
Building  as of the  date  of  this  Lease  and to the  satisfaction  of all the
conditions in this Section 38, provided Tenant is not in default hereunder after
applicable  notice and cure,  Tenant shall have the revocable license to install
in any area  reasonably  designated  by Landlord  on the roof of the  Building a
satellite dish antenna,  together with the cables extending form such antenna to
the Premises,  without rental or charge,  provided however, all attennas located
on the roof by Tenant  shall be  separately  metered at  Tenant's  expense,  and
Tenant shall be responsible  for such portion of utility costs related  thereto,
if any as may be required by Paragraph 11.2 hereof. Tenant shall not be entitled
to install  such an antenna (I) which is greater than one (1) meter in diameter,
(ii)  which is more than  five (5) feet in  height,  (iii) if such  installation
would adversely affect (or in a manner that would adversely affect) any warranty
with respect to the roof,  (iv)(A) if such  installation  would adversely affect
(or in a  manner  that  would  adversely  affect)  the  structure  or any of the
building  systems of the  Building  in which the  Premises  is  located,  or (B)
without   Landlord's   prior  written   consent  (which  consent  shall  not  be
unreasonably  withheld,  conditioned  or delayed),  if such  installation  would
require (or in a manner that would  require) any  structural  alteration  to the
Building,  (v) if such  installation  would  violate  (or in a manner that would
violate) any applicable  federal,  state or local law, rule or regulation,  (vi)
unless  Tenant has  obtained at Tenant's  expense and has  submitted to Landlord
copies  of  all  permits  and  approvals  relating  to  such  antenna  and  such
installation,(vii)  unless such antenna is white or of a beige or lighter  color
and  is  screened  in  accordance  with  Landlord's  reasonable  specifications,
(viii) unless such antenna is installed, at Tenant's sole cost and expense, by a
qualified contractor chosen by Tenant and approved in advance by Landlord, which
approvals shall not be unreasonably  withheld,  conditioned or delayed, and (ix)
unless Tenant obtains Landlord's prior consent (not to be unreasonably withheld,
conditioned  or  delayed)  to the  location  of the antenna and to the manner in
which  such  installation  work is to be  done.  All  plans  and  specifications
concerning such installation  (including any structural alterations required for
such installation) shall be subject to Landlord's prior written approval,  which
approval  shall  not  be  unreasonably  withheld,  conditioned  or  delayed.  In
addition,  Landlord  shall  engage,  at Tenant's  sole but  reasonable  cost and
expense, a structural engineer to review Tenant's plans and specifications,  and
if requested by Landlord, Tenant's construction. Tenant shall provide Landlord a
copy of the  As-Built  drawings  for the  antenna  within  five  (5) days of the
installation  of the antenna by Tenant in accordance  with this Section.  Tenant
shall not interfere with or otherwise  disturb any existing  antenna,  satellite
dish or other  communications device  located on the roof of the  Building,  and
Landlord  shall  include and use  commercially  reasonable  efforts to enforce a
similar provision in all future antenna leases.

         (b) Tenant shall not have access to any such antenna without Landlord's
prior written consent  (except in an emergency),  which consent shall be granted
to the  extent  necessary  for  Tenant to perform  its  maintenance  obligations
hereunder and only if Tenant is  accompanied  by Landlord's  representative  (if
Landlord so requests).

         (c) At all times during the Term. Tenant shall maintain said antenna in
good  condition and in a manner that avoids  interference  with or disruption to
Landlord  and other  tenants  of the  Building.  At the  expiration  or  earlier
termination of the Term (or if Tenant discontinues use of such antenna),  Tenant
shall remove such antenna and related equipment from the Building.

         (d) Upon ten (10) days' prior written notice to Tenant,  Landlord shall
have the right to require Tenant to relocate the antenna to another  location on
the  roof  reasonably  acceptable  to  Tenant,  if in  Landlord's  opinion  such
relocation is necessary or desirable.  Any such relocation shall be performed by
Tenant at Landlord's expense,  and in accordance with all of the requirements of
this Paragraph.  Nothing in this Paragraph shall be construed as granting Tenant
any  line of  sight  easement  with  respect  to such  satellite  dish  antenna;
provided,  however,  that if Landlord requires that such antenna be relocated in
accordance  with the  preceding  two (2)  sentences,  then  Landlord  shall  use
reasonable efforts to provide either (a) the same line of sight for such antenna
as was  available  prior to such  relocation,  or (b) a line of  sight  for such
antenna  which  is  functionally  equivalent  to that  available  prior  to such
relocation.

         (e)  In  granting  Tenant  the  right  hereunder,   Landlord  makes  no
representation  as to the legality of such antenna or its  installation.  If any
federal, state, county,  regulatory or other authority request the removal of or
relocation  of such  antenna,  Tenant shall  remove or relocate  such antenna at
Tenant's sole cost and expense,  and Landlord  shall under no  circumstances  be
liable to Tenant therefor.

         (f) Tenant shall be responsible for and Tenant shall indemnify and hold
Landlord harmless from and against, all costs, damages, claims,  liabilities and
expenses (including  reasonable  attorneys' fees) suffered by or claimed against
Landlord, directly or indirectly, based on, arising out of or resulting from any
act or omission with respect to the installation,  use, operation,  maintenance,
repair or disassembly of such antenna and related equipment,  including, without
limitation,  any damage that is caused to the roof,  except to the extent caused
by the gross negligence or willing misconduct of Landlord,  agents, employees or
contractors.

Standard Office Lease between                            Initials: _________
National Life Insurance Company, Landlord, and           Initials: _________
Radio One, Inc., Tenant
Execution Copy                                           53181002.441
Page 17

<PAGE>

         (g) Tenant shall have no right to transfer, assign, mortgage,  encumber
or otherwise  alienate or rent any such  antenna  and/or  equipment  appurtenant
thereto, and such rights granted in this Section 38 shall be personal to Tenant.

         (h) Tenant  acknowledges  that Landlord  may,  without any liability to
Tenant,  at any time allow other  tenants of the  Building or other  persons the
right to use the roof for any purpose, subject to non-interference covenants set
forth herein.

         (i) Landlord  hereby agrees that Landlord  shall not revoke the license
provided  herein,  except  upon  termination  of this  Lease or upon  default of
Tenant's obligations under this Section 38.

39.      SECURITY MEASURES-LANDLORD'S RESERVATIONS.

         39.1 Tenant hereby  acknowledges that Landlord shall have no obligation
whatsoever to provide guard service or other security measure for the benefit of
the Premises or the Office Building Project,  other than the existing electronic
security  system,  maintained in good working order,  and replaced as necessary.
Tenant  assumes all  responsibility  for the protection of Tenant and its agents
and invitees and the property of Tenant and its agents and invitees from acts of
third parties.  Nothing herein contained shall prevent  Landlord,  at Landlord's
sole option,  from providing security protection for the Office Building Project
or any part thereof.

         39.2 LANDLORD SHALL HAVE THE FOLLOWING RIGHTS:

                  (a)      To change  the name,  address  or title of the Office
Building  Project  or the  Building  upon not less  than 90 days  prior  written
notice;

                  (b)      To, at Tenant's expense, provide and install Building
standard  graphics  (i.e.,  name of Tenant only) on the door of the Premises and
such portions of the Common Areas as Landlord shall reasonably deem appropriate;

                  (c)      To grant  any lessee of the Office  Building  Project
the exclusive right to conduct any business as long as such exclusive right does
not conflict with any rights expressly given herein:

                  (d)      To place such signs,  notices or displays as Landlord
reasonably deems necessary or advisable upon the roof and exterior of the Office
Building Project or on pole signs in the Common Areas.

         39.3 TENANT SHALL NOT: Suffer or permit anyone, except in emergency, to
go upon the roof of the Building, other than pursuant to Section 38(a).

40.      EASEMENTS.

         40.1 Landlord reserves the right, from time to time, to grant easements
and rights,  make  dedications,  agree to restrictions and record maps affecting
the Office Building Project as Landlord may deem necessary or desirable, so long
as  such  easements,   rights,   dedications,   restrictions  and  maps  do  not
unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign
any of the  aforementioned  documents upon request of Landlord and failure to do
so shall  constitute a material default of this Lease by Tenant without the need
for further notice to Tenant.

         40.2 Landlord shall not erect another  building which will obstruct the
view from the seventh and eighth  Floors of the  Premises.  The  obstruction  of
Tenant's  view,  air, or light by any  structure  erected in the vicinity of the
Building by third parties not affiliated  with Landlord,  shall in no way affect
this Lease or impose any liability upon Landlord.

41.      PERFORMANCE.  If at any time a dispute  shall arise as to any amount or
sum of money to be paid by one party to the other under the  provisions  hereof,
the party against whom the  obligation  to pay the money is asserted  shall have
the right to make payment "under protest" and such payment shall not be regarded
as a voluntary  payment,  and there shall  survive the right on the part of said
party to institute  suit for recovery of such sum. If it shall be adjudged  that
there was no legal  obligation  on the part of said party to pay such sum or any
part  thereof,  said party  shall be  entitled  to  recover  such sum or so much
thereof  as it was not  legally  required  to pay under the  provisions  of this
Lease.

42.      AUTHORITY.  If Tenant is a  corporation,  trust,  or general or limited
partnership,  Tenant, and each individual executing this Lease on behalf of such
entity  represent and warrant that such individual is duly authorized to execute
and deliver this Lease on behalf of said entity.  Landlord,  and each individual
executing  this Lease on behalf of such entity,  represent and warrant that such
individual  is duly  authorized  to execute and deliver  this Lease on behalf of
said entity.

43.      CONFLICT.  Any  conflict  between the printed  provisions,  Exhibits or
Addenda of this Lease and the  typewritten  or handwritten  provisions,  if any,
shall be controlled by the typewritten or handwritten provisions.

44.      NO OFFER. Preparation of this Lease by Landlord or Landlord's agent and
submission  of same to  Tenant  shall not be deemed an offer to Tenant to lease.
This Lease  shall  become  binding  upon  Landlord  and  Tenant  only when fully
executed by both parties.

45.      MISCELLANEOUS.  (a)  Landlord  shall  provide  Tenant  and  its  agents
reasonable access to the office Building Project for the purpose of preparing an
ALTA survey, at Tenant's sole cost and expense.

Standard Office Lease between                            Initials: _________
National Life Insurance Company, Landlord, and           Initials: _________
Radio One, Inc., Tenant
Execution Copy                                           53181002.441
Page 18


<PAGE>

         (b) If Landlord  enters into any lease for space on the second floor of
the Building,  such lease shall (I) provide that the tenant therein may only use
such space for general  office  purposes and (ii) shall provide such space is to
be carpeted with building  grade  carpeting,  except for such areas as kitchens,
bathrooms and pantries,  which are not ordinarily  carpeted.  Landlord shall use
reasonably commercial efforts to enforce such restrictions and requirements.

46.      MULTIPLE PARTIES.  If more than one person or entity is named as either
Landlord or Tenant herein,  except as otherwise  expressly  provided herein, the
obligations  of the  Landlord  or Tenant  herein  shall be the joint and several
responsibility  of all  persons or  entities  named  herein as such  Landlord or
Tenant, respectively.

47.      APPLICABLE LAW; WAIVER OF JURY TRIAL.

         (a) The  covenants,  conditions  and  provisions of this Lease shall be
construed  under the laws of the State of Maryland.  If any  provisions  of this
Lease should be held invalid or unenforceable,  the validity and  enforceability
of the remaining provisions of this lease shall not be affected thereby.

         (b) THE  LANDLORD AND THE TENANT WAIVE ALL RIGHTS TO A TRIAL BY JURY IN
ANY ACTION,  COUNTERCLAIM,  OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT
MATTER OF THIS LEASE.  THIS WAIVER  APPLIES TO ALL CLAIMS AGAINST ALL PARTIES TO
SUCH  ACTIONS  AND  PROCEEDINGS,  INCLUDING  PARTIES WHO ARE NOT PARTIES TO THIS
LEASE.  THIS WAIVER IS KNOWINGLY,  INTENTIONALLY,  AND  VOLUNTARILY  MADE BY THE
TENANT AND THE TENANT  ACKNOWLEDGES  THAT NEITHER THE  LANDLORD,  NOR ANY PERSON
ACTING ON BEHALF OF THE LANDLORD, HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.  THE
TENANT  FURTHER  ACKNOWLEDGES  THAT  IT HAS  BEEN  REPRESENTED  (OR  HAS HAD THE
OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, IN THAT
IT HAS HAD THE  OPPORTUNITY  TO DISCUSS  THIS  WAIVER WITH  COUNSEL.  THE TENANT
FURTHER   ACKNOWLEDGES  THAT  IT  HAS  READ  AND  UNDERSTANDS  THE  MEANING  AND
RAMIFICATIONS  OF THIS WAIVER  PROVISION  AND AS EVIDENCE OF THIS FACT SIGNS ITS
INITIALS.

         ------------------
         Initials of Tenant

48.      HAZARDOUS  MATERIAL.  Tenant  shall not cause or permit  any  Hazardous
Material (as  hereinafter  defined) to be brought upon, kept or used in or about
the Premises by Tenant,  its agents,  employees,  contractors or invitees (other
than customary office products in customary amounts for office use in compliance
with all laws) without the prior written consent of Landlord,  which consent may
be granted or withheld in Landlord's sole  discretion.   For the purpose of this
Lease,  "Hazardous Material" shall include oil, flammable explosives,  asbestos,
urea formaldehyde,  radioactive  materials or waste, or other hazardous,  toxic,
contaminated or polluting materials,  substances or wastes,  including,  without
limitation, any "hazardous substances," "hazardous wastes,""hazardous materials"
or "toxic substances" as such terms are defined in the Resource Conservation and
Recovery Act and the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act,  and in any other  law,  ordinance,  rule,  regulation  or order
promulgated by the federal or state government, or any other governmental entity
having  jurisdiction  over the Office  Building  Project or the  parties to this
Lease. If Tenant breaches the obligations set forth in this paragraph, or if the
presence of Hazardous Material in the Premises or at the Office Building Project
caused or permitted by Tenant  (whether or not Landlord has given its consent to
the  presence  of  such   Hazardous   Material  in  the  Premises)   results  in
contamination of the Premises or any other part of the Office Building  Project,
or if  contamination  of the  Office  Building  Project  by  Hazardous  Material
otherwise  occurs  for  which  Tenant  is  legally  liable,  then  Tenant  shall
indemnify, defend and hold Landlord harmless from any and all claims, judgments,
damages,  penalties,  fines costs,  liabilities  or losses,  including,  without
limitation,  diminution in value of the Office Building Project, damages for the
loss, or  restriction  on use of rentable or usable space or floor area in or of
any amenity of the Office  Building  Project,  damages  arising from any adverse
impact on leasing space in the Office Building Project,  sums paid in settlement
of claims, and any attorneys' fees,  consultant fees and expert fees which arise
during or after the term of this Lease as a result of such  contamination.  This
indemnification of Landlord by Tenant shall survive expiration or termination of
this Lease includes,  without limitation,  costs incurred in connection with any
investigation  of  site  conditions  or  any  cleanup,   remedial,   removal  or
restoration work required by any federal,  state or local governmental agency or
polictical subdivision because of Hazardous Material present in, on or under the
Premises.  Without  limiting the  foregoing,  if the  presence of any  Hazardous
Material caused or permitted by Tenant or its agents, employees,  contractors or
invitees,  results in any contamination of the Office Building  Project,  Tenant
shall promptly take all actions, at its sole expense, as are necessary to return
the Office Building Project to the condition  existing prior to the introduction
of any such  Hazardous  Material;  provided  that  Landlord's  approval  of such
actions  shall  first be  obtained,  which  approval  shall not be  unreasonably
withheld so long as such actions would not potentially have any material adverse
long-term or short-term  effects on the Office  Building  Project.  Tenant shall
promptly notify Landlord of any such contamination.

Standard Office Lease between                            Initials: _________
National Life Insurance Company, Landlord, and           Initials: _________
Radio One, Inc., Tenant
Execution Copy                                           53181002.441
Page 19
<PAGE>



49.      ATTACHMENTS.   Attached  hereto  are  the  following   documents  which
constitute a part of this Lease.

         Exhibit A. Floor Plan

         Exhibit B. Reserved Parking Spaces

         Exhibit C. Rules and Regulations

         Exhibit D. Tenant's Space Plan

         Exhibit E. Tenant Improvement Construction Drawings

         Exhibit F. Cleaning and HVAC Specifications

         Exhibit G. Signage Exhibit

LANDLORD  AND  TENANT  HAVE  CAREFULLY  READ AND  REVIEWED  THIS  LEASE AND EACH
PROVISION IN IT AND BY EXECUTING IT, SHOW THEIR INFORMED AND VOLUNTARY  CONSENT.
THE  PARTIES  AGREE  THAT,  AT THE TIME THIS  LEASE IS  EXECUTED,  ITS TERMS ARE
COMMERCIALLY  REASONABLE  AND  EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND
TENANT WITH RESPECT TO THE PREMISES.

This Lease has been prepared for  submission  to your attorney for approval;  no
representations or  recommendation is made as to the  legal  sufficiency,  legal
effect,  or tax consequences of this Lease or the transaction  relating thereto,
the parties  shall rely solely upon the advice of their own legal  counsel as to
the legal and tax consequences of this issue.


LANDLORD                                      TENANT

NATIONAL LIFE INSURANCE COMPANY               RADIO ONE, INC.
By:  Koll Investment Management
       its Authorized Agent

By:                                           By: /s/ Alfred Liggins
    ---------------------------------             -----------------------------
    Barbara E. Gloeckner                            Alfred Liggins
    Its: Vice President                             Its: President
    On                                              On
      -------------------------------                  -------------------------



Standard Office Lease between                            Initials: _________
National Life Insurance Company, Landlord, and           Initials: _________
Radio One, Inc., Tenant
Execution Copy                                           53181002.441
Page 20

<PAGE>




                                 EXHIBIT A - P.1


                                   FLOOR PLAN



                                 [IMAGE OMITTED]


<PAGE>



                                 EXHIBIT A - P.2

                                   FLOOR PLAN


                                 [IMAGE OMITTED]


<PAGE>




                                 EXHIBIT A - P.3

                                   FLOOR PLAN


                                 [IMAGE OMITTED]


<PAGE>



                                    EXHIBIT B

                             RESERVED PARKING SPACES



                                 [IMAGE OMITTED]


<PAGE>



                                    EXHIBIT C
                            RULES AND REGULATIONS FOR
                              STANDARD OFFICE LEASE

Dated :                    __________________, 1997

By and Between: National Life Insurance Company,  Landlord, and Radio One, Inc.,
Tenant

GENERAL RULES

1.   Tenant  shall not suffer or permit  the  obstruction  of any Common  Areas,
     including driveways, walkways and stairways.

2.   Landlord  reserves  the right to refuse  access to any persons  Landlord in
     good faith judges to be a threat to the safety,  reputation, or property of
     the Office Building Project and its occupants.

3.   Tenant  shall not make or permit  any  noise or odors to  emanate  from the
     Premises  that  annoy or  interfere  with other  lessees or persons  having
     business within the Office Building Project.

4.   Tenant  shall not keep animals or birds,  with the  exception of seeing eye
     dogs,  within the Office  Building  Project,  and shall not bring bicycles,
     motorcycles  or other  vehicles into areas not designated as authorized for
     same.

5.   Tenant  shall not  make,  suffer or  permit  litter  except in  appropriate
     receptacles for that purpose.

6.   Tenant  shall not  alter any lock or  install  new or  additional  locks or
     bolts.

7.   Tenant shall be responsible for the  inappropriate use of any toilet rooms,
     plumbing or other utilities by Tenant, its agents or employees.  No foreign
     substances of any kind are to be inserted therein.

8.   Tenant  shall not deface the walls,  partitions  or other  surfaces  of the
     premises or Office Building Project.

9.   Tenant  shall not suffer or permit any thing in or around the  Premises  or
     Building  that causes  excessive  vibration or floor loading in any part of
     the Office Building Project.

10.  Furniture,  significant freight and equipment shall be moved into or out of
     the building only with the Landlord's knowledge and consent, and subject to
     such reasonable limitations,  techniques and timing as may be designated by
     Landlord. Tenant shall be responsible for any damage to the Office Building
     Project arising from any such activity, subject to waiver of subrogation.

11.  Tenant shall not employ any service or  contractor  for services or work to
     be performed in the Building, except as reasonably approved by Landlord.

12.  Landlord  reserves the right to close and lock the  Building on  Saturdays,
     Sundays and legal  holidays so long as Tenant has access at all times,  and
     on other days between the hours of 6:00 P.M. and 6:00 A.M. of the following
     day.  If Tenant uses the  Premises  during such  periods,  Tenant  shall be
     responsible for securely locking any doors it may have opened for entry.

13.  Tenant shall return all keys at the termination of its tenancy and shall be
     responsible for the cost of replacing any keys that are lost.

14.  Neither  Tenant or any employee or invitee of Tenant shall go upon the roof
     of the Building, except in an emergency as provided in Section 38.

15.  Tenant shall not suffer or permit  smoking or carrying of lighted  cigar or
     cigarettes  in areas  reasonably  designated  by Landlord or by  applicable
     governmental agencies as non-smoking areas.

16.  Tenant shall not use any method of heating or air  conditioning  other than
     for a supplemental HVAC as shown on Tenant's Plans and  Specifications,  or
     as otherwise approved by Landlord.

17.  The  Premises  shall not be used for lodging or  manufacturing,  cooking or
     food preparation other than normal office kitchen pantry.

18.  Tenant  shall  comply  with all  safety,  fire  protection  and  evacuation
     regulations established by Landlord or any applicable governmental agency.

Standard Office Lease between                            Initials: _________
National Life Insurance Company, Landlord, and           Initials: _________
Radio One, Inc., Tenant
Execution Copy                                           53181002.441
Page 23
<PAGE>

19.  Landlord reserves the right to waive any one of these rules or regulations,
     and  or as to  any  particular  lessee,  and  any  such  waiver  shall  not
     constitute  a waiver  of any other  rule or  regulation  or any  subsequent
     application  thereof to such Tenant  provided  Landlord  shall not unfairly
     discriminate against Tenant.

20.  Tenant  assumes all risks from theft or vandalism to Tenant's  property and
     agrees to keep its Premises locked as may be required.

21.  Landlord  reserves  the  right to make  such  other  reasonable  rules  and
     regulations as it may from time to time deem necessary for the  appropriate
     operation  and safety of the Office  Building  Project  and its  occupants.
     Tenant agrees to abide by such rules and regulations as well as these rules
     and regulations.

Standard Office Lease between                            Initials: _________
National Life Insurance Company, Landlord, and           Initials: _________
Radio One, Inc., Tenant
Execution Copy                                           53181002.441
Page 24

<PAGE>



                                  PARKING RULES


1.   Other  than  Tenant's  right to park up to ten (10) vans in the rear of the
     Building as provided in Section 2.2 of the Lease all parking areas shall be
     used  only  for  parking  vehicles  no  longer  than  full  size  passenger
     automobiles  herein called  "Permitted  Size Vehicles"  Vehicles other than
     Permitted Size Vehicles are herein referred to as "Oversized Vehicles"

2.   Tenant  shall  not  permit  or allow  any  vehicles  that  belong to or are
     controlled by Tenant or Tenant's employees, suppliers, shippers, customers,
     or  invitees  to be loaded,  unloaded,  or parked in areas other than those
     designated by Landlord for such activities.

3.   Users of the parking  area will obey all posted  signs and park only in the
     areas designated for vehicle parking.

4.   Unless  otherwise  instructed,  every  person  using  the  parking  area is
     required to park and lock his own vehicle. Landlord will not be responsible
     for any damage to vehicles,  injury to persons or loss of property,  all of
     which risks are assumed by the party using the parking area,  except to the
     extent caused by gross negligence or willful misconduct of Landlord

5.   The  maintenance,  washing,  waxing or  cleaning of vehicles on the parking
     surface or Common Areas is prohibited

6.   Tenant shall be responsible  for seeing that all its employees,  agents and
     invitees comply with the applicable  parking rules,  regulations,  laws and
     agreements

7.   Landlord  reserves the right to reasonably  modify these rules and/or adopt
     such other  reasonable and  non-discriminatory  rules and regulations as it
     may deem necessary for the proper operation of the parking area.

8.   Such parking use as is herein provided is intended merely as a license only
     and no bailment is intended or shall be created hereby.

Standard Office Lease between                            Initials: _________
National Life Insurance Company, Landlord, and           Initials: _________
Radio One, Inc., Tenant
Execution Copy                                           53181002.441
Page 25

<PAGE>



                                   FLOOR PLAN


                                 [IMAGE OMITTED]


<PAGE>



                                   FLOOR PLAN


                                 [IMAGE OMITTED]


<PAGE>



                                    EXHIBIT E
                        ENUMERATION OF CONTRACT DOCUMENTS


                                    RADIO ONE
                               7TH AND 8TH FLOORS
                          5900 PRINCESS GARDEN PARKWAY
                                LANHAM, MARYLAND

DRAWING                             DATE                        DRAWN BY
-------                             ----                        --------
A-0                               12/12/96                   INTERPLAN, INC
A-1                               12/12/96                   INTERPLAN, INC
A-2                               12/12/96                   INTERPLAN, INC
A-3                               12/12/96                   INTERPLAN, INC
A-4                               12/12/96                   INTERPLAN, INC
A-5                               12/12/96                   INTERPLAN, INC
A-6                               12/12/96                   INTERPLAN, INC
A-7                               12/12/96                   INTERPLAN, INC
A-8                               12/12/96                   INTERPLAN, INC
A-9                               12/12/96                   INTERPLAN, INC
A-10                              12/12/96                   INTERPLAN, INC
A-11                              12/12/96                   INTERPLAN, INC
A-12                              12/12/96                   INTERPLAN, INC
A-13                              12/12/96                   INTERPLAN, INC
A-14                              12/12/96                   INTERPLAN, INC
A-15                              12/12/96                   INTERPLAN, INC
TMC-1                             12/12/96                   INTERPLAN, INC
TM7-1                             12/12/96                   INTERPLAN, INC
TM8-1                             12/12/96                   INTERPLAN, INC
TP7-1                             12/12/96                   INTERPLAN, INC
TP8-1                             12/12/96                   INTERPLAN, INC
TEC-1                             12/12/96                   INTERPLAN, INC
TE7-1                             12/12/96                   INTERPLAN, INC
TE7-2                             12/12/96                   INTERPLAN, INC
TE8-1                             12/12/96                   INTERPLAN, INC
TE8-2                             12/12/96                   INTERPLAN, INC

ADDENDEM                            DATE                           BY
--------                            ----                           --

ADD#1                             12/17/96                   INTERPLAN, INC.
ADD#2                             12/19/96                   INTERPLAN, INC.




<PAGE>



                             CLEANING SPECIFICATIONS

Base Cleaning by Landlord

Cleaning is to be performed between 6:00 p.m. and 10:00 p.m.

Nightly:

         Empty wastebaskets  Ashtrays emptied and wiped clean Surfaces up to 60"
         dusted All public and traffic areas vacuumed Tile floors dry mopped
         All bathrooms cleaned, disinfected, and stocked
         Any accidental carpet spots, spillage, or unsightly conditions remedied

Weekly:

         All carpeted  areas  vacuumed,  including  beneath desks and conference
         tables Office dusted with cloth,  including  tops of files,  ledges and
         window sills All telephones damp-wiped

Monthly:

         All resilient floor tile surfaces spray-buffed
         All restroom floors machine scrubbed

As Needed:

         Carpet spot cleaned
         Walls spot cleaned,  if possible without damaging finish Interior glass
         (sidelights,  etc.) cleaned All resilient  floor surfaces  stripped and
         refinished

Kitchens and Lunchrooms:

         Floor swept and damp-mopped nightly
         All  cleared  horizontal  surfaces to be dusted or  damp-wiped  nightly
         Chairs dusted; chairs and tables arranged neatly

Exclusions:

         Base  specifications do not include specialty cleaning of wood floor or
         paneling or other floor or furniture finishes.


<PAGE>



                                    EXHIBIT F

                               HVAC SPECIFICATIONS

Summer                     outdoor = 95' dry bulb/78' wet bulb
                           Indoor  = 76' dry bulb max tolerence

Winter                     outdoor = 14' dry bulb
                           Indoor  = 74' bulb min tolerence

Relative  humidity  shall not exceed  50%-55% and shall be in a range to provide
reasonable comfort throughout the premises.

The HVAC  performance  specifications  are only  applicable  to standard  office
space;  and in any event (1) the  performance  of Landlord's  HVAC system may be
adversely   impacted   by   Tenant's   construction   and  (2)  no   performance
specifications  are provided with respect to the portion of the Broadcast  Suite
that is not devoted exclusively to office uses.



<PAGE>



                                    EXHIBIT G

                                 SIGNAGE EXHIBIT


                                 [IMAGE OMITTED]
<PAGE>


Fcbruary 24, 1997

Mr. Alfred Liggins
President
Radio One
4001 Nebraska Avenue N.W.
Washington, D.C. 20016

RE:  MODIFICATIONS  TO STANDARD  OFFICE LEASE  ("LEASE")  DATED FEBRUARY 3, 1997
     BETWEEN  NATIONAL LIFE INSURANCE  COMPANY  ("LANDLORD") AND RADIO ONE, INC.
     ("TENANT");  AND  PURCHASE  OPTION  AGREEMENT  ("OPTION  AGREEMENT")  DATED
     FEBRUARY 3, 1997 BETWEEN LANDLORD AND TENANT

Dear Alfred:



  This letter will confirm the Landlord's and Tenant's agreement with respect to
certain modifications of the Lease and Purchase Option described above:

1. Section 3.2 of the Lease is hereby modified to reflect that possession of the
Office Suite will be tendered on the day after the date of your  consent  below,
and that possession of the Broadcast Suite will be tendered on April 25, 1997.



2. Pursuant to the second  sentence of Section 38 of the Lease.  Landlord hereby
consents to the  installation  of the rooftop  antennas in  accordance  with the
plans  previously  submitted to Landlord by Tenant,  and further consents to the
installation of any replacements  thereof if such replacements are substantially
the same size.

3. Landlord hereby agrees that Tenant's pro rata share of the operating expenses
of the Property for purpose of Section 4(a)(ii) of the Purchase Option, shall be
calculated  separately for the Office Suite and the Broadcast Suite,  commencing
in each case on the applicable Rent Commencement Date.

If you agree to these  modifications  to the Lease and Purchase  Option,  please
sign and date the Consent below.

                                        NATIONAL LIFE INSURANCE COMPANY
                                        By:  Koll Investment Management
                                        Its: Authorized Agent

                                        /s/ Barbara E. Gloeckner
                                        --------------------------------
                                        By:   Barbara E. Gloeckner
                                        Its:  Vice President

CONSENT:
RADIO ONE, INC.


/s/ Alfred Liggins                      Dated 2/25/97
-----------------------------------           -------
By:   Alfred Liggins
Its:  President




