




                            PURCHASE OPTION AGREEMENT


  THIS PURCHASE  OPTION  AGREEMENT  (this  "Agreement") is made and entered into
this 3rd day of February,  1997, by and between NATIONAL LIFE INSURANCE COMPANY,
a Vermont  corporation  ("Seller") and RADIO ONE,  INC., a Delaware  corporation
("Purchaser").

                                    RECITALS

  WHEREAS,  on this date,  Purchaser,  as Tenant, and Seller, as Landlord,  have
entered into that certain Standard Office Lease dated of even date herewith (the
"Lease") for certain premises located in the building known by street address as
5900 Princess Avenue, Lanham, Maryland;

  WHEREAS,  as a condition of entering  into the Lease,  Purchaser has requested
that  Landlord  grant to  Purchaser  an option to  purchase  the  improved  real
property described on Exhibit A attached hereto (the "Property");

  NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual  covenants  and
conditions  contained  herein,  and other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
hereby agree as follows:

National Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
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  1. GRANT OF PURCHASE  OPTION.  Seller hereby grants to Purchaser the exclusive
right and option  (the  "Purchase  Option")  to  purchase  the  Property,  which
Property includes the interest of Seller (presently or to be acquired) in and to
(i) any  easements,  covenants,  licenses and other rights  appurtenant  to said
Property,  (ii) any land  lying in the bed of any  street  or alley  (opened  or
closed) in front of or adjoining said Property,  (iii) any and all  feasibility,
engineering, architectural or other studies, reports or drawings, including soil
borings and test  drillings,  which Seller has in its possession with respect to
said Property,  and (iv) any improvements located on said Property.  Purchaser's
right to  exercise  the  Purchase  Option and  Seller's  obligation  to sell the
Property are subject to the terms and conditions as set forth in this Agreement.

  2. TERM OF PURCHASE  OPTION.  The term of the Purchase  Option  granted herein
during which  Purchaser  shall have the right to exercise said right to purchase
the  Property  shall begin on the date  hereof and shall  expire at 5:00 p.m. on
June 30, 1997,  unless sooner  terminated  in accordance  with the terms of this
Agreement ("Option Expiration Date").

  3. EXERCISE OF PURCHASE  OPTION.  Provided  Tenant is not in default under the
terms of the Lease (beyond any applicable notice and cure period), Purchaser may
exercise  its right to  purchase  the  Property  at any time prior to the Option
Expiration Date, by delivering to Seller an unconditional  written notice of its
exercise of the

National Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
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Purchase  Option.  Upon  delivery of such notice (the "Option  Exercise  Date"),
Purchaser  shall be deemed to have  exercised the Purchase  Option and Purchaser
shall be unconditionally and irrevocably obligated to purchase, and Seller shall
be unconditionally and irrevocably  obligated to sell, the Property,  subject to
and in accordance with the terms and conditions set forth herein.

  4. TERMS OF SALE.  The terms of the sale and purchase of the Property shall be
as follows:

  (a) PURCHASE PRICE.  The  aggregate  consideration  to be paid by Purchaser to
Seller for the Property  shall be Three Million Seven Hundred Fifty Thousand and
00/100  Dollars  ($3,750,000.00),  subject  to  the  adjustments  set  forth  in
subsections  (i), (ii) and (iii) below and the  adjustments  required by Section
13, and said sum (as so adjusted)  shall be defined for all  purposes  hereof as
the "Purchase Price".  The Purchase Price shall be payable to Seller on the date
of Closing (as  hereafter  defined) by wire  transfer of  immediately  available
funds.

  (i) The Purchase  Price shall be reduced by an amount equal to the  documented
expenditures  of Tenant for Tenant's  Improvements to the Premises (as such term
is defined in the Lease) in accordance  with Section 7.3 of the Lease, up to $15
per square foot of rentable area in the Premises  (computed in  accordance  with
the Lease),  but in no event shall said adjustment exceed the sum of Two Hundred
Forty Thousand and no/100 Dollars ($240,000.00).

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Radio One, Inc.
Purchase Option Agreement
Execution Copy
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  (ii) The  Purchase  Price shall be reduced  further by an amount  equal to the
actual  amount of rents  collected  by Seller from  Tenant  prior to the date of
Closing after subtracting  therefrom Tenant's pro rata share (as calculated on a
square foot basis) of all of the operating expenses of the Property allocable to
the period  after the date hereof and prior to Closing  (the  "Option  Period"),
provided  that in no event  shall said  reduction  exceed the sum of Forty-Eight
Thousand  and  no/100  Dollars  ($48,000.00).   For  all  purposes  hereof,  the
"operating  expenses  of the Property"  shall be equal to all of the  costs  and
expenses of any kind or nature  relating to the  Property,  and allocable to the
Option  Period,  in  managing,  operating,   equipping,   policing,  protecting,
lighting,  repairing,  replacing and maintaining the Property,  and any personal
property  therein or  thereon,  including,  but not limited to, any and all real
estate taxes, insurance premiums (whether elective or required), maintenance and
repairs  to the  common  area  utilities,  water  and  sewer,  management  fees,
landscaping,   irrigations  systems,  cleaning,  snow  removal,  lighting,  pest
control, security costs, supplies, trash removal, parking lot sweeping, personal
property taxes, maintenance of and replacement of equipment,  exterior painting,
roof repairs, parking lot repairs, seal coating, striping, plumbing repairs, and
compensation  and benefits of employees of Seller or its agents involved in such
work.  Excluded from such operating  expenses are net income or franchise taxes,
financing costs  (including  interest,  principal,  late payment or other fees),
ground rent, if any, capital expenditures  (including rentals in lieu of capital
expenditures),   leasing   commissions   and  other  costs  of  leasing   space,
depreciation, advertising expenses,

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Radio One, Inc.
Purchase Option Agreement
Execution Copy
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compensation  of officers and  directors of Seller not directly  relating to the
operation,  management  or repair of the Property,  renovation  of space for new
tenants (including painting and decorating), payments to affiliates of Seller in
excess of arms-length fees, base management fees in excess of three percent (3%)
of the gross rents,  and  renovation  costs as a result of casualty  from causes
against which Seller carries insurance.

  (iii) The Purchase  Price shall be increased by an amount which is  determined
by computing  Purchaser's pro rata share of all costs paid by Seller  subsequent
to the date hereof,  in  connection  with the entering  into of each lease for a
portion of the Property (or the renewal or extension of any existing lease for a
portion of the Property), as approved by Purchaser,  which approval shall not be
unreasonably  withheld or delayed.  The  allowable  "costs for each lease" shall
include but not be limited to broker  commissions and any tenant  improvement or
procurement  costs  incurred in  renovating or improving  leasehold  space for a
tenant,  and in the case of the new  lease  for  TenSalon,  a two  percent  (2%)
construction  management fee.  Purchaser's pro rata share of such costs for each
lease, or the renewal or extension of any existing  lease,  for a portion of the
Property shall be computed by  multiplying  said costs of a lease by a fraction,
the  numerator  of which is the  aggregate  Base Rent due  under  the  Leases to
Purchaser (as the new owner of the Property) after the date of Closing,  and the
denominator  of which is the aggregate  Base Rent due during the entire  initial
term of

National Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
Page 5
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said tenant's lease.  FOR EXAMPLE ONLY: If (i) a new tenant's lease provides for
$1,000,000.00  of Base Rent in the  aggregate,  during the  initial  term,  (ii)
$800,000.00  of such Base Rent is due after the date of  Closing,  and (iii) the
total costs incurred by Seller in connection with said lease is $50,000.00, then
the   Purchase   Price  shall  be   increased  by   $40,000.00   [$50,000.00   x
($800,000.00/$1,000,000.00)].

  (b) CLOSING.  The date upon which the closing of the transaction  contemplated
by this Agreement shall be referred to herein as the "Closing". For all purposes
of this  Agreement,  the  "date  of  Closing"  shall  mean the date and time for
Closing selected by Purchaser, but not later than 5:00 pm on September 30, 1997,
unless extended pursuant to Section 5 below;  provided that Purchaser shall give
Seller not less than five (5) business days prior written notice of the time and
place of  Closing.  The  Closing  shall  be held at the  office  of  Purchaser's
attorneys  or, at  Purchaser's  option,  at the offices of  Purchaser's  lending
institution.  As of the  date of  Closing,  Seller  shall  convey  title  to the
Property to Purchaser or its designee by delivery of a special warranty deed (in
proper  statutory  form for  recording,  duly  executed and  acknowledged),  and
Purchaser  shall deliver the Purchase Price to Seller.  Seller also shall assign
to  Purchaser  its interest in all of the leases set forth on Exhibit B, and any
amendments  or new  leases  entered  into by Seller  pursuant  to Section 6 (the
"Leases"),  and all security  deposits  relating  thereto,  and Purchaser  shall
assume the obligations of Seller thereunder,  all as of the date of Closing.  No
later than thirty (30) days after the Option

National Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
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Exercise Date,  Purchaser may deliver  written notice to Seller (the  "Rejection
Notice")  identifying  which of the contracts (other than Leases),  set forth on
Exhibit C, including any amendments or extensions to such contracts, and any new
contracts  entered  into by Seller  after  the date  hereof  (the  "Contracts"),
Purchaser  desires  not  to  assume  as  of  the  Closing  Date  (the  "Rejected
Contracts").  Purchaser  shall assume  Seller's  obligations  accruing under all
Contracts, other than the Rejected Contracts (the "Assumed Contracts"), from and
after Closing  (including  obligations to be performed  after  Closing).  Seller
shall  indemnify  and hold  Purchaser  harmless for any  liability or obligation
under the Rejected Contracts. If Purchaser fails to timely deliver the Rejection
Notice to Seller,  all Contracts shall be deemed to be Rejected  Contracts.  The
delivery to the Settlement  Agent of the Purchase  Price,  the special  warranty
deed, assignments of Seller's interest in the Leases (and all security deposits)
and Assumed  Contracts,  a bill of sale with respect to the personal property of
Seller used in  connection  with the  Property,  the  Seller's  Certificate  (as
hereinafter  defined),  such documents and  instruments as may be reasonably and
customarily  required by  Purchaser's  title  company or  Purchaser's  lender to
consummate  the purchase of the Property and insure title to the Property in the
condition  required by the terms hereof, and all other documents and instruments
required to be delivered by either party to the other by the terms hereof, shall
be deemed to be a good and sufficient tender of performance of the terms hereof.

  5.     EXTENSION OF CLOSING.

Nationai Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
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  (a) Not later than the tenth (10th)  business day of each full calendar  month
following the date hereof,  Seller shall provide  Purchaser  with a rent roll of
the Property showing the "Building Rents" (as defined below) collected by Seller
for the preceding month. Not later than September 8, 1997,  Seller shall deliver
written  notice to Purchaser  (the "Notice of Rent  Sufficiency"),  which notice
shall certify whether or not the average monthly  "Building  Rents" collected by
Seller for the prior two (2) month period (i.e., July and August, 1997) is equal
to or exceeds the sum of $47,500  [subject to adjustment  pursuant to subsection
(c) below] (the "Minimum Gross Rent Amount").  If the Notice of Rent Sufficiency
certifies  (a) that the Minimum  Gross Rent Amount has been  achieved,  then the
Closing  shall not be  extended  and the  parties  shall  consummate  Closing on
September  30,  1997,  or (b) that the  Minimum  Gross Rent  Amount has not been
achieved, then the Closing shall be postponed as provided in this Section 5. For
all  purposes  hereof,  the term  "Building  Rents"  shall mean the total  rents
collected  (but not  interest,  penalties  or late fees) from all tenants of the
Building  (other than Tenant,  except as hereafter  provided)  with respect to a
particular calendar month; provided,  however, if Tenant leases more than 16,000
square feet of space in the Building during any calendar month of the term, then
the  Building  Rents  shall be  increased  for said month by an amount  which is
calculated  by taking (a) the total rents  payable by Tenant  during said month,
and (b)  deducting  therefrom  the amount  calculated  by taking the total rents
payable by Tenant during said month and  multiplying  such amount by a fraction,
the numerator of which is 16,000 and the  denominator  of which is the number of
square

National Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
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feet leased to Tenant. For example,  if Tenant leases 18,000 square feet and the
total  rents  payable  by Tenant  during  said  month are  $16,500.00,  then the
Building  Rents shall be increased by  $1,833.33  [$16,500 - $16,500 x (16,000 -
18,000)].

  (b) If the  Notice of Rent  Sufficiency  issued by  Seller  (the  "Pre-Closing
Notice") does not show that the  average  Building  Rents  collected  during the
applicable  months are equal to or greater  than the Minimum  Gross Rent Amount,
then Purchaser  shall have the right to postpone  Closing,  on a  month-by-month
basis,  by sending  written notice to Seller,  until Purchaser has received from
Seller a Notice of Rent Sufficiency showing that Building Rents collected during
a two (2) month period  subsequent to the  Pre-Closing  Notice equals or exceeds
the Minimum  Gross Rent Amount (a  "Favorable  Notice"),  in which case  Closing
shall be  rescheduled by Seller for any date that is at least three (3) business
days after the Favorable Notice is delivered to Purchaser, but before the end of
the month that the Favorable  Notice is delivered to Purchaser.  Notwithstanding
anything to the contrary  contained herein,  Purchaser shall have the right, but
not the obligation,  to irrevocably waive the receipt of a Favorable Notice as a
condition precedent to Closing and to proceed to Closing in the manner set forth
in this  Agreement  on or before  thirty (30) days from the date of such waiver,
but in no case shall  Closing  occur  after July 31,  1998.  If Closing  has not
occurred by July 31, 1998, or if Purchaser affirmatively gives written notice to
Seller that it shall not proceed to Closing on or before said date, then (i) the
Purchase Option shall expire and terminate

National Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
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on said date,  without  further act being required of either party,  in the same
manner as if Purchaser had not exercised its Purchase Option prior to the Option
Expiration Date, and (ii) Seller shall promptly pay Purchaser an amount equal to
Tenant's actual, documented expenditures for Tenant Improvements,  up to $15 per
square foot of rentable area in the Premises, but in no event shall said payment
from Seller to  Purchaser  exceed the sum of Two Hundred and Forty  Thousand and
No/100  Dollars  ($240,000.00),  which  amount may be reduced by Landlord by any
damages of Landlord resulting from the default by Tenant under the Lease.

  (c) If, at any time prior to the date on which Seller  delivers to Purchaser a
Notice of Rent  Sufficiency  stating that the average  Building Rents  collected
during the  applicable  two (2) month  period are equal to or exceed the Minimum
Gross Rent Amount, Tenant or any other affiliate of Tenant shall execute a lease
for space in the Building,  or renew an existing lease for space in the Building
(other than Tenant's  entering into a new lease for space,  which space has come
available only as a result of the expiration of the term of an existing lease to
the  Building)  which  reduces the Building  Rents  collected by Seller for said
office space to an amount which is less than the Building  Rents  collected  for
said  office  space on the date of  execution  of this Lease  (calculated  on an
accrual basis),  then there shall be a dollar for dollar reduction (but never an
increase) in the Minimum Gross Rent Amount based upon the amount of reduction in
Seller's  collection  of Building  Rents  resulting  from  Tenant's  affiliate's
execution of a lease for said space.

National Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
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  6. Seller's Leasing of Property.  From the date hereof until the Closing Date,
Seller  shall  control  the  marketing  and  leasing  of space in the  Building,
provided,  however,  that Seller shall not enter into or  terminate  any Leases,
without   Purchaser's  prior  written  consent,   which  consent  shall  not  be
unreasonably  withheld,  conditioned  or  delayed.  Seller  shall  pay all costs
associated  with the  leasing of the  Property  [subject to  reimbursement  if a
Closing  occurs as more fully  described in subsection  4(a)(iii)  above].  Upon
receipt from Seller of a bona fide  proposal to lease space in the Property to a
prospect (a  "Prospect"),  which  proposal shall set forth a description of said
Prospect's  intended use of the premises,  Purchaser  will have a period of five
(5)  business  days from  receipt of said  proposal in which to deliver  written
notice to Seller stating either its acceptance or rejection of the Prospect.  If
Purchaser's  written  notice to  accept/reject  the  Prospect is not received by
Seller  within said five (5)  business day period,  or Purchaser  fails to elect
either option (i) or (ii) below in said notice,  then Purchaser  shall be deemed
to have  accepted the lease of space on the Property to the Prospect in the same
manner as if Purchaser  had  delivered a written  notice of acceptance to Seller
within the  aforesaid  five (5)  business day period.  If Purchaser  rejects the
Prospect,  then  concurrently  with said  rejection,  Purchaser shall either (i)
effectively  exercise the  Purchase  Option to purchase  the  Property,  and the
Purchaser's  receipt of the Notice of Rent Sufficiency shall be deemed waived by
Purchaser,  and the Closing shall occur within sixty (60) days after Purchaser's
exercise of the  Purchase  Option  (but in no event  sooner  than  fifteen  (15)
business days from said date); or (ii)

National Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
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lease the space in the Property which Seller  proposed to lease to the Prospect,
under the same terms and  conditions as Seller was offering to the Prospect,  or
(iii) elect  neither (i) nor (ii), in which event Seller shall have the right to
enter into such lease with such Prospect,  and Purchaser shall be deemed to have
accepted to such lease.

  7. TITLE.  Attached hereto as Exhibit D is a copy of Seller's existing owner's
title  insurance  policy.  At Closing,  title to the  Property  shall be good of
record and in fact, marketable,  insurable at regular rates by a reputable title
insurance  company of Purchaser's  choice,  subject to restrictions of record on
the date of  execution  of this  Agreement,  as shown on Exhibit D,  except that
title to the  Property  shall  be (i) free and  clear of the lien of any deed of
trust, mortgage or other lien or instrument securing the repayment of money, and
(ii)  subject  to any new leases  executed  by Seller in the manner set forth in
Section 6 above. The status of title at the time of Closing shall be the same as
that shown in Seller's  title,  except as provided  below.  In the event any new
title matters arise prior to Closing,  Purchaser shall notify Seller of such new
title defect within five (5) days of Purchaser  becoming aware of such new title
defect. For purposes of this Section,  if any title defect directly results from
Purchaser's  action,  such as the placing of a mechanic's  lien, then such title
defect shall not be deemed to be a new title defect.  Within ten (10) days after
receipt  of  the  Purchaser's  letter  of  new  title  defects  (and  supporting
documentation), Seller shall notify Purchaser in writing as to which, if any, of
the new title  matters  objected to by  Purchaser  Seller is willing to correct,
with the

National Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
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correcting  of all such matters  which Seller agrees to correct being a covenant
of Seller and a condition to  Purchaser's  obligation  to settle  hereunder.  If
Seller does not notify  Purchaser  as above,  it shall be deemed that Seller has
elected  not to  correct  all such new  title  matters  to which  Purchaser  has
objected.  Seller agrees that to the extent the new title matters objected to by
Purchaser are of a character that they may be remedied by the payment of sums of
money or by legal  action,  both of  which  shall  not  exceed  $25,000  (in the
aggregate),  Seller shall be obligated to pay such sums of money or undertake in
good faith and diligently prosecute such legal action, at Seller's sole expense,
subject  to the  $25,000  cap.  Purchaser  shall  have until ten (10) days after
receipt of Seller's  response as to which,  if any, new title matters  Seller is
willing to correct,  to terminate  this  Purchase  Option if  Purchaser  remains
unsatisfied  with the new title  defects and in such event  neither  party shall
have any further rights or obligations  under this Purchase  Option,  except for
those obligations which survive termination hereunder.  If any new title defects
to be cured by Seller by Closing  have not been cured as of  Closing,  Purchaser
shall  have the right  upon  written  notice to  Seller to elect  either  (i) to
proceed to Closing and waive such new title  defect,  without  abatement  of the
Purchase Price,  (ii) to terminate this Purchase Option,  in which event neither
party shall  have any further  rights of obligations  under the Purchase  Option
with  respect  to the  Property,  except  for those  obligations  which  survive
termination  hereunder,  or (iii) to postpone Closing to the extent necessary to
enable the new title  matters to be remedied,  but in no event shall  Closing be
extended for such cure for more than two (2) months;

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Radio One, Inc.
Purchase Option Agreement
Execution Copy
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provided,  however,  that if the time needed to correct the new title  matter is
more than two (2) months,  Purchaser  shall have the right,  at its  option,  to
elect by  written  notice to Seller  prior to the date of  Closing,  either  (a)
proceed to Closing and waive such new title  defect,  without  abatement  of the
Purchase Price or (b) terminate this Purchase  Option,  whereupon  Purchaser and
Seller  shall be relieved  of all  further  liability  or  obligation  under the
Purchase  Option,  except as  otherwise  provided  herein.  Notwithstanding  the
foregoing,  between the date hereof and the date of Closing,  Seller  shall have
the right to execute  and  deliver  such  easements  and rights of way which are
required  of it by local  governmental  entities or public  utilities  (provided
Seller does not seek  rezoning or  subdivision  of the  Property).  Seller shall
notify  Purchaser  promptly upon the demand of any such  governmental  entity or
public utility for such rights in and to the Property,  and Purchaser shall have
the right to participate  in the  negotiation of the form of rights given to any
such third party in the Property. In the event that such rights given to a third
party in the Property shall be reasonably determined to cause a material adverse
effect on  Purchaser's  ability to use the  Property  after the date of Closing,
then  Purchaser's  sole  remedy  shall be to  deliver  written  notice to Seller
stating that it is unilaterally terminating this Purchase Option, in which event
the Purchase  Option shall be deemed  terminated,  except for those  obligations
which survive termination.

  8. STUDY  PERIOD/DISCLAIMERS.  Purchaser may perform (subject to the rights of
other tenants of the Property)  reasonable studies and tests of the Property and
review

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Radio One, Inc.
Purchase Option Agreement
Execution Copy
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materials to determine  the condition  thereof.  By its exercise of the Purchase
Option,  Purchaser  shall be deemed  to have  certified  to  Seller  that it has
familiarized itself fully with the Property, and that it has had the opportunity
to perform, and has performed,  such inspections,  examinations,  investigations
and studies  thereof as it deemed  appropriate in order to determine  whether to
purchase the Property in its then current condition. Purchaser agrees that it is
relying solely upon its inspections, examinations, investigations and studies in
electing  whether or not to  purchase  the  Property.  Notwithstanding  anything
herein to the contrary, it is expressly understood and agreed that Purchaser, by
exercising  its option, is  purchasing  the Property "as is" and "where is", and
with all faults and defects, latent or otherwise,  and that, except as expressly
provided  herein,  Seller is making no  representations  or  warranties,  either
express or  implied,  by  operation  of law or  otherwise,  with  respect to the
quality, physical condition or value of the property, the presence or absence of
hazardous   substances  in,  on,  under  or  about  the  Property,   the  zoning
classification  of the Property,  the compliance of the Property with applicable
law, or the income or expenses  from or of the  Property.  Without  limiting the
foregoing,  it is  understood  and  agreed  that  Seller  makes no  warranty  to
Purchaser   regarding   the   Property   or   its   habitability,   suitability,
merchantability,  fitness for a  particular  purpose or fitness for any purpose.
With  regard to the studies to be  performed  by  Purchaser  as set forth in the
first sentence of this subsection,  (i) Purchaser shall conduct its studies in a
manner so as not to unreasonably  interfere with the business  operations of any
of the other tenants of the Property, (ii) Purchaser shall repair

National Life Insurance Company
Radio One, Inc.
Purchase Option Agreement
Execution Copy
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all damage to the  Property  caused by the  studies and  related  activities  of
Purchaser, its agents or employees associated with such studies,  promptly after
the  occurrence of such damage,  and (iii)  Purchaser  shall  indemnify and hold
harmless  Seller  from and against any  claims,  liabilities,  reasonable  costs
(including,  without  1imitation,  reasonable  attorneys  fees)  resulting  from
physical damage to the Property, or from injury to persons or property caused by
the activities of Purchaser, its agents or employees as described above.

  9.  REPRESENTATIONS  AND WARRANTIES OF SELLER.  Seller represents and warrants
the following, each of which shall be true on the date hereof.

  (a) Due Authorization.  This Purchase Option is duly authorized,  executed and
delivered  by, and upon  delivery  hereof shall be binding upon and  enforceable
against  Seller in accordance  with its respective  terms.  Seller has the legal
right, power and authority to enter into this Purchase Option and to perform all
of its  obligations  hereunder,  and the execution and delivery of this Purchase
Option and performance by Seller of its obligations hereunder shall not conflict
with or result  in a breach of any law or  regulation,  order,  judgment,  writ,
injunction  or  decree  of any  court  or  governmental  instrumentality  or any
agreement or instrument to which Seller is a part or by which Seller is bound or
to which Seller or any portion of the Property is subject.

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  (b) Moratoria;  Litigation. To Seller's actual knowledge,  without any duty to
investigate,  the Property and the use thereof are free of (i) any sewer, water,
building or other moratoria,  municipal violations, and (ii) existing, or to the
Seller's actual knowledge,  threatened,  litigation or condemnation  proceedings
applicable to the Property.  Seller has received no written  notice of any liens
or special  assessments  to be made  against the  Property  by any  governmental
authority.

  (c) Parties in  Possession.  The  Schedule of Leases is set forth as Exhibit B
hereto.  Except as set forth on the Schedule of Leases,  there are no parties in
possession  of the  Property or any portion  thereof,  whether as tenants  under
leases or licensees  under license  agreements  or under any other  agreement or
arrangement.

  (d) Hazardous Waste. To Seller's actual knowledge,  except as disclosed in any
environmental  reports provided to Purchaser,  during Seller's  ownership of the
Property,  none of the Property has been excavated, no landfill was deposited on
or taken from the Property,  no construction  debris or other debris  (including
without  limitation  rocks,  stumps  or  concrete)  was  buried  upon any of the
Property, and no hazardous materials,  toxic chemicals or similar substances, as
defined in 42 U.S.C.  Section 9601(14) or 33 U.S.C. Section 1317(1) or 15 U.S.C.
Section 2606(f), or any similar provision of applicable state or federal law, or
otherwise,  or  gasoline  or oil  storage  tanks,  were  stored  on or  under or
otherwise were in existence on or under the Property.

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10. SELLERS COVENANTS.

  (a) Seller's  Documents.  Within five (5) business days after the date hereof,
Seller  shall  provide  (or  already  has  provided)  Purchaser,  at no  cost to
Purchaser,  copies of all plans and specifications,  engineering  reports,  soil
tests, wetlands studies, market studies,  surveys, title reports and other tests
and studies  pertaining  to the  Property  which are in Seller's  possession  or
control.

  (b)  Seller's  Actions.  From and after the date hereof  until  Closing or the
termination of this Purchase Option,  Seller shall not take any action to rezone
or resubdivide the Property, other than with Purchaser's prior written approval,
which approval shall not be unreasonably withheld, conditioned or delayed.

  (c) Landlord's Actions.  From and after the Effective Date, Landlord shall (i)
refrain from  performing  any material  grading or excavation,  construction  or
removal  of  any  improvement,   or  making  any  other  structural  or  capital
improvement  upon  the  Property,  except  as  may  be  reasonably  approved  by
Purchaser,  (ii) refrain from  committing  any material waste upon the Property,
(iii)  not take any  action to Rezone or  resubdivide  the  Property,  except as
approved  by  Tenant  in its  sole  discretion,  and (iv)  maintain  appropriate
comprehensive hazard and liability insurance.

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  (d) Payment of Charges.  Landlord shall,  prior to Closing,  (i) pay all taxes
and other  public  charges  which  are  properly  due and  payable  against  the
Property, (ii) pay all bills for labor or services for work performed on or with
respect  to the  Property  which are  properly  due and  payable,  except  those
requested by or on behalf of Tenant, (iii) not breach or violate in any material
respect  the  terms of any  covenants,  restrictions,  easements  or  agreements
affecting  the  Property,  or (iv) in any way change the state or  condition  of
title to the Property, except as otherwise provided herein.

  11.  CONDITIONS  TO  SETTLEMENT.  It is an express  condition  to  Purchaser's
obligation to proceed to settlement hereunder that all of the following are true
and  correct  (or  waived  in  writing  by  Purchaser)  on and as of the date of
Closing.

  (a) All of the  representations and warranties set forth in Section 9 are true
and correct in all material  respects,  or as to any or all, waived by Purchaser
in its sole discretion, and Seller has performed in all material respects all of
Seller's covenants and obligations hereunder.

  (b) There  exists  with  respect  to the  Property  no  pending,  existing  or
threatened (i)  condemnation,  or (ii) sewer and water or other  moratoria which
affects  the  ability to develop  the  Property,  or (iii)  change in the zoning
classification of the Property, other than as applied for in accordance with the
provisions of this Purchase Option.

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  (c) Title to the  Property  shall be in the  condition  required by Section 7.
From and after the date  hereof,  Seller  shall not,  without  in each  instance
obtaining the prior written consent of Purchaser, which may be given or withheld
in Purchaser's reasonable discretion,  (i) sell or transfer the Property, unless
such sale is expressly made subject to this  Agreement,  (ii) encumber or pledge
the Property or any portion thereof,  or (iii) grant a lien or security interest
in the Property or any portion thereof.

  (d) Seller will provide reasonable  assurances to Purchaser that Seller is not
a "foreign  person" as defined by Section 1445 of the Internal  Revenue Code and
sign such affidavits to that effect as shall be reasonably required by Purchaser
and the title company insuring title for Purchaser.

  (e)  There  will  not be in  existence  on the  Closing  Date  any  contracts,
agreements,  or understandings binding on Purchaser with respect to the Property
or  the  ownership,   development  or  operation  thereof  which  shall  survive
settlement thereon,  other than the Leases, the Assumed Contracts and such other
matters of record which Purchaser has accepted pursuant to this Agreement.

  In the event of a failure of any of the above  conditions to settlement  which
Purchaser  declines to waive,  Purchaser  may at  Purchaser's  sole  discretion,
terminate this Purchase Option, and this Agreement shall thereby terminate,  and
the parties shall

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thereafter  not have any  obligations  hereunder,  except for those  obligations
which by their terms survive termination.

  12. CLOSING COSTS.  At Closing,  Seller and Purchaser  shall each pay one-half
(1/2) of all  state,  county and local  transfer  and  recordation  taxes due in
connection  with the  transfer of the  Property  from Seller to  Purchaser  (and
Purchaser  shall  solely pay any transfer  and  recordation  taxes due in excess
thereof which are a result of any financing  acquired by Purchaser in connection
with its acquisition of the Property).  Seller shall pay all costs pertaining to
the payoff and release of existing  liens,  and the cost of  preparation  of the
Deed.  All other costs and  expenses  attendant to Closing  (including,  without
limitation,  title company charges, title insurance premiums,  survey costs, and
notary fees) shall be at the cost of Purchaser, except that Seller shall pay the
fees and expenses of its own counsel which are incurred in connection  with said
transaction.

13. CLOSING ADJUSTMENTS.

  (a) The following items of income and expense shall be adjusted as of midnight
of the day immediately preceding the date of Closing:

  (i) Real estate taxes with respect to the Property.  Assessments,  if any, for
improvements to the Property completed prior to the date of Closing, whether

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assessment  therefor has been levied or not, shall be adjusted as of the date of
Closing and thereafter assumed by Purchaser.

  (ii) Fuel,  water and sewer service charges and charges for oil,  electricity,
telephone and all other public utilities.

  (iii)  Rental and all other  income  (including  common area charges and other
"pass-throughs") received from tenants.

  (vi) All charges  payable  pursuant to Assumed  Contracts for the provision of
services to the Property.

  (b) If meters measure the consumption of water, gas and/or electric current at
the  Property by Seller (as  opposed to by tenants  thereof),  Seller  shall use
reasonable  efforts  to  cause  such  meters  to be read on the day  immediately
preceding  the  date of  Closing  and  shall  pay all  utility  bills  resulting
therefrom  promptly  upon  receipt  thereof.  Purchaser  shall have the right to
escrow a reasonable sum to insure payment in full of Seller's  obligation to pay
the water bill  described  above.  In making the  adjustments  required  by this
subsection,  Seller shall  receive  credit for all prepaid  expenses and similar
items that are due on or after the date of Closing,  and Seller shall be charged
with any unpaid charges for the period prior to the date of Closing. No

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adjustment shall be made for rents,  including all items of additional rent such
as common  area  maintenance  charges,  real  estate  taxes  and  other  charges
(collectively and individually, the "Charges"), that are past due as of the date
of Closing,  but Purchaser shall exercise  reasonable efforts following the date
of Closing to  collect  any such  unpaid  rents and  charges.  In the event that
amounts are  collected by Purchaser  (after the date of Closing) from any tenant
of the Property whose lease  obligations are past due as of the date of Closing,
Purchaser  shall first apply such sum(s)  against the amount then  currently due
Purchaser,  and then pay to Seller,  from such collected funds, the balance owed
Seller for the period prior to the date of Closing,  if any. The  obligation  of
the  Purchaser  set forth above to pay any balance of collected  funds to Seller
for the period prior to the date of Closing shall survive Closing.  Seller shall
have the right  after the date of  Closing to  commence  an action  against  any
tenant of the  Property to collect  amounts due Seller from any such tenant with
respect to periods prior to Closing,  provided that Seller shall not be entitled
to dispossess any such tenant as a result of such action.

  (c) Seller shall use all reasonable efforts to deliver to Purchaser,  at least
five (5) business  days prior to the date of Closing,  a schedule  depicting the
adjustments required by this subsection  (including a draft settlement statement
to be  executed by the  parties at  Closing),  and  Purchaser  and Seller  shall
attempt to confirm to their mutual

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satisfaction  all such amounts no later than two (2) business  days prior to the
date of Closing.

  (d) Within sixty (60) days  following  the Closing,  the Seller and  Purchaser
will cooperate in preparing  (including  allowing  Seller or its agent access to
the  Property  and its  records  related  thereto) a final  report to  Purchaser
setting forth the final  determination  of all items  included on the Settlement
Statement.  In the event  that,  at any time  within said sixty (60) day period,
either  party  discovers  any  items  which  should  have been  included  in the
Settlement Statement but were omitted therefrom, such items shall be adjusted in
the  same  manner  as if  their  existence  had  been  known  at the time of the
preparation  of the Settlement  Statement.  The foregoing  limitation  shall not
apply to any item which, by its nature,  cannot be finally determined within the
period  specified.  However,  no further  adjustments shall be made in any event
beyond one (1) year after Closing.

  14.  ADDITIONAL  ESCROW  INSTRUCTIONS.  Purchaser and Seller shall each comply
with  all  ordinary  and  customary  requirements  of the  Settlement  Agent  in
connection with the transaction  contemplated hereby which are consistent with a
transaction of this size and type in Prince George's County, Maryland; provided,
however,  that in the event  that any  portion of such  additional  requirements
shall be inconsistent with the provisions of

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this Agreement,  the provisions of this Agreement shall prevail to the extent of
any inconsistency.

15. DEFAULT; TERMINATION OF PURCHASE OPTION.

  (a) By Purchaser.  If Purchaser shall fail to discharge any of its obligations
hereunder and shall fail to cure the same within fifteen (15) days after written
notice  of  default  from  Seller  (but no  notice  and cure  shall be given for
Purchaser's  obligation to consummate  Closing on the scheduled  Closing  date),
then,  Seller  shall have the right by written  notice to Purchaser to terminate
this Agreement. Thereafter neither Purchaser nor Seller shall have any liability
under this Purchase  Option,  except for those  provisions  which by their terms
survive termination.

  (b) By Seller. If Seller shall default in its obligations hereunder,  or shall
breach a warranty or  representation  made herein,  or shall fail to perform any
covenant  provided  herein,  and such  default,  breach or  failure is not cured
within fifteen (15) days after written notice of the same from Purchaser (except
that no notice  shall be required in  connection  with a failure to timely close
the  transaction  contemplated  herein),  then Purchaser  shall,  at Purchaser's
option,  as  Purchaser's  sole and exclusive  remedy,  (a) waive such default or
breach and proceed to Closing,  (b) pursue  against Seller the right to specific
performance of any and all of Seller's obligations hereunder (including

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obtaining  reimbursement  of Purchaser's  expenses and  attorneys'  fees in such
action),  or (c) terminate this Purchase  Option,  and the parties shall have no
further  liability under this Purchase Option,  except those provisions which by
their terms survive termination.

  (c) By Tenant.  In the event that tenant is in default under the Lease, and as
a result thereof Seller  terminates the Lease,  then at Seller's election in its
sole discretion, Seller's obligation to sell the Property shall terminate and be
of no further  force and effect  (whether or not  Purchaser  has  exercised  the
Purchase Option).

  16. NON-ASSIGNABILITY.  The Purchase Option is personal to Purchaser and shall
not be assignable to any other party,  provided,  however,  Purchaser shall have
the right to assign this Purchase Option to any other entity provided,  however,
that (1) the assignee assumes in writing all of Tenant's  obligations under this
Purchase  Option and (2) Tenant  confirms in writing that it remains  liable for
all  of  its  obligations  under  this  Purchase  Option   notwithstanding  such
assignment and assumption.

  17. FURTHER  ASSURANCES.  Seller and Purchaser each agree that it will, at any
time and from time-to-time after the date of Closing,  upon request of the other
party hereto,  (i) do, execute,  acknowledge or deliver,  all such further acts,
deeds, assignments,  conveyances and assurances as may reasonably be required to
consummate  the   transactions   contemplated   hereby,   and  (ii)  adjust  any
mathematical or

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monetary error in the settlement  sheet(s) executed by the parties in connection
with the Closing, and make any necessary payment resulting from such adjustment.
This obligation shall survive Closing.

18. MUTUAL INDEMNIFICATION.

  (a) By  Purchaser.  Purchaser  hereby  agrees  to  indemnify  and hold  Seller
harmless  from and  against  (i) any and all  debts,  liabilities,  obligations,
claims and expenses  arising from  business  done,  transactions  entered  into,
conditions  existing after or events  occurring after settlement with respect to
the  ownership,  management or operation of the Property by Purchaser,  and (ii)
all  reasonable  costs  and  expenses  (including  court  costs  and  reasonable
attorneys'  fees)  incurred  by  Seller in  connection  with any  action,  suit,
proceeding,  demand,  assessment or judgment  incident to any of the matters for
which Purchaser is  indemnifying  Seller pursuant to the terms of this paragraph
(a).

  (b) By Seller.  Seller hereby agrees to indemnify and hold Purchaser  harmless
from and against  (i) any and all debts,  liabilities,  obligations,  claims and
expenses  arising  from  business  done or  transactions  entered  into prior to
settlement  with  respect  to the  ownership,  management  or  operation  of the
Property by Seller or arising from a breach of any  representation,  warranty or
covenant of Seller  contained in this Purchase  Option,  and (ii) all reasonable
costs and expenses (including court costs and

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reasonable attorneys' fees) incurred by Purchaser in connection with any action,
suit, proceeding, demand, assessment or judgement incident to any of the matters
for  which  Seller  in  indemnifying  Purchaser  pursuant  to the  terms of this
paragraph (b).

19. RIGHT OF FIRST OFFER.

  (a) If Closing has not occurred by July 31, 1998, Purchaser hereby agrees that
it shall, prior to making an offer to sell the Property,  give written notice to
Purchaser  setting forth the minimum gross cash price that it will offer to sell
the Property (the "Minimum Price"). The Seller shall have the option (the "First
Offer Option") to purchase the Property at the Minimum Price,  which First Offer
Option may be exercised by delivering an  irrevocable  and  unqualified  written
notice of acceptance to Seller within thirty (30) days of Purchaser's receipt of
the First Offer Option (the "Acceptance Notice").

  (b) In the event that  Purchaser  timely  exercises  the First  Offer  Option,
settlement  on the Property  shall be made in cash within sixty (60) days of the
date that the Acceptance  Notice is sent, with such closing to occur in a manner
and  subject to the  conditions  that is  similar  to the manner and  conditions
relating to a Closing under the Purchase Option.

  (c) in the  event  that  Purchaser  does not send a timely  Acceptance  Notice
following receipt of a First Offer Option,  Seller shall have the right (but not
the obligation) to offer the Property for sale and to sell the Property, so long
as the gross sale price is

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greater than or equal to the Minimum Price. Upon such sale, this Agreement shall
terminate  without any further  obligation of either party hereto.  In the event
that the Property is not sold during the one (1) year period  following the last
day that the  Acceptance  can be sent  (i.e.,  thirty (30) days from the date of
Purchaser's  notice of the Minimum Price), the provisions of Section 19(a) shall
apply to any offer to sell the Property  made after the end of such one (1) year
period.

  20.  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. 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  Seller
hereunder  shall be  concurrently  transmitted to such other party or parties at
such addresses as Seller may from time to time hereafter  designate by notice to
Purchaser.

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Notice addresses are as follows:

  Seller               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

  with a copy to:      Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
                       11921 Rockville Pike, Third Floor
                       Rockville, Maryland 20852-2743
                       Attn: Richard J. Melnick, Esquire

  Purchaser:           Prior to April 1, 1997:

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

                       After April 1, 1997:

                       Radio One, Inc.
                       5900 Princess Garden Parkway
                       Suite 800
                       Lanham, Maryland
                       Attn: 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

  21. PERFORMANCE. Time is of the essence in the performance and satisfaction of
each and every  obligation  and  condition  of this  Agreement  and the Purchase
Option,  including but not limited to, the date by which  Purchaser is obligated
to exercise the

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Purchase Option, and the date by which the parties are to close the purchase and
sale of the Property in accordance with the terms and conditions hereof.

  22. BINDING EFFECT This Agreement shall be binding upon and shall inure to the
benefit  of  each  of the  parties  hereto,  their  respective  successors,  and
permitted assigns.

  23. ENTIRE AGREEMENT.  This Agreement and the Exhibits constitute the sole and
entire agreement between  Purchaser and Seller and no modification  hereof shall
be binding unless signed by both Purchaser and Seller.

  24. GOVERNING LAW. The validity, construction,  interpretation and performance
of this  Agreement  shall in all ways be governed and  determined  in accordance
with the laws of the  State of  Maryland.  The  parties  hereby  consent  to the
non-exclusive  jurisdiction  of any state or federal court for the  geographical
area  which  includes  Prince  George's  County,  Maryland,  in any  proceedings
hereunder  and waive any  objection  to any such  proceedings  based on improper
venue or forum non conveniens.

  25. CAPTIONS.  The captions used in this Agreement have been inserted only for
purposes of convenience and the same shall not be construed or interpreted so as
to limit or define the intent or the scope of any part of this Agreement.

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  26.  COUNTERPARTS.  This  Agreement  may be  executed in  counterparts  by the
parties hereto and each shall be considered an original.

  27.  INTERPRETATION.  For  purposes  of  construing  the  provisions  of  this
Agreement, the singular shall be deemed to include the plural and vice versa and
the use of any gender shall include the use of any other gender,  as the context
may require.  Any reference to a number of "days" herein shall be a reference to
"calendar  days"  unless  an  express  reference  in said  provision  is made to
"business  days". If the date on which either Seller or Purchaser is required to
take action hereunder is not a business day (as defined below), the action shall
be taken on the next  succeeding  business day. For purposes  hereof,  "business
day"  means  any day  other  than a  Saturday,  Sunday,  or  other  day on which
commercial banks are authorized or required to close under the laws of the State
of Maryland.

  IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.

                                          SELLER:                           
                                                                            
                                          NATIONAL LIFE INSURANCE COMPANY   
                                                                            
                                          By: /s/ Thomas E. Murphy          
                                              ---------------------------------
                                          Name: Thomas E. Murphy            
                                                -------------------------------
                                          Title: Director of Equity Real Estate 
                                                 ------------------------------
                                          On:    February 10, 1997          
                                                 ------------------------------
                                             
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                                      PURCHASER:                                
                                                                                
                                      RADIO ONE, INC., a Delaware corporation   
                                                                                
                                      By: /s/ Alfred Liggins                    
                                          -----------------------------------   
                                           Alfred Liggins                       
                                      Its: President                            
                                                                                
                                      On:                                       
                                           ----------------------------------   
                                      




List of Exhibits

Exhibit A - Legal Description
Exhibit B - List of Leases
Exhibit C - List of Contracts
Exhibit D - Existing Title Policy

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                                   EXHIBIT A
                                   ---------

                                LEGAL DESCRIPTION

  ALL that parcel or parcels of real property located in Prince George's County,
Maryland  known as  Parcels C & E in a  subdivision  known as Lanham  Associates
Property,  as shown on a Plat recorded among the Plat Records of Prince George's
County,  Maryland  in Plat Book NLP No. 99,  plat 13, the land and  improvements
thereon being also known as the Lanham Office Building.

  TOGETHER WITH the rights  described in a Declaration of Easement dated June 7,
1973 and  recorded  among the Land  Records of Prince  George's  County in Liber
4366,  folio 813 and the rights  described in  Declaration  of  Covenants  dated
November 8, 1977 and recorded  among the  aforesaid  Land Records in Liber 4845,
folio 792.
