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                            WARRANTHOLDERS' AGREEMENT

                                  By and Among

                                Radio One, Inc.,

                          Radio One of Maryland, Inc.,

                            Radio One License, Inc.,

                       Radio One of Maryland License, Inc.

                              Catherine L. Hughes,

                               Alfred C. Liggins,

                               Jerry A. Moore, III

                                       and

                            The New Investors and the
               Original Investors as defined and set forth herein
                        and on the signature pages hereto

                            Dated as of June 6, 1995

    This agreement is subject to an Intercreditor  and  Subordination  Agreement
    dated as of the date hereof among RADIO ONE, INC., the Subsidiaries of Radio
    One, Inc. from time to time, the Subordinated  Lenders (as defined therein),
    the Lenders (as defined therein) and NationsBank of Texas, N.A., as Agent to
    the  Lenders (as  defined  therein)  and  individually  as a Lender.  By its
    acceptance  of this  agreement,  each party hereto agrees to be bound by the
    provisions of such  Intercreditor  and  Subordination  Agreement to the same
    extent  that  each  Subordinated  Lender  is  bound.  In  the  event  of any
    inconsistency  between  the  terms of this  agreement  and the terms of such
    Intercreditor  and Subordination  Agreement,  the terms of the Intercreditor
    and Subordination Agreement shall govern and be controlling.

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<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                              Page
<S>                                                                                                              <C>
ARTICLE I.            REPRESENTATIONS AND WARRANTIES............................................................. 2

         Section 1.01.     Representations and Warranties of the Original Investors...............................2
         Section 1.02.     Representations and Warranties of the Management
                           Stockholders...........................................................................4

ARTICLE II.           REGISTRATION RIGHTS.........................................................................6

         Section 2.01.     "Piggy-Back" Registration Rights.......................................................6
         Section 2.02.     Required Registration Rights...........................................................7
         Section 2.03.     Form S-3...............................................................................8
         Section 2.04.     Registrable Securities.................................................................9
         Section 2.05.     Further Obligations of the Company.....................................................9
         Section 2.06.     Indemnification; Contribution.........................................................10
         Section 2.07.     Rule 144 Requirements.................................................................12
         Section 2.08.     Market Stand-Off......................................................................12
         Section 2.09.     Transfer of Registration Rights.......................................................12

ARTICLE III.          MANAGEMENT STOCKHOLDER AND INVESTOR
                      COVENANTS..................................................................................12

         Section 3.01.     Prohibited and Permitted Transfers; Definitions.......................................13
         Section 3.02.     Right of First Refusal................................................................14
         Section 3.03.     Right of Participation in Sales.......................................................15

ARTICLE IV.           RIGHT TO PARTICIPATE IN SALES BY  COMPANY OF
                      ADDITIONAL SECURITIES......................................................................17

         Section 4.01.     Offer to Investors....................................................................17
         Section 4.02.     Sale to Offeror.......................................................................18
         Section 4.03.     Right to Participate Inapplicable.....................................................18

ARTICLE V.            PUT AND CALL RIGHTS........................................................................18

         Section 5.01.     Investors' Put Right..................................................................18
         Section 5.02.     Company Call Right....................................................................19
         Section 5.03.     Put/Call Price........................................................................19
         Section 5.04.     Put/Call Closing......................................................................21

ARTICLE VI.           INVESTORS GO-ALONG RIGHT...................................................................21

ARTICLE VII.          SPECIAL COVENANTS..........................................................................23

                                       (i)


<PAGE>


ARTICLE VIII.         ELECTION OF DIRECTORS OF THE COMPANY.......................................................24

         8.01.             Election of Directors of the Company and the Subsidiaries.............................24
         8.02.             Vacancies.............................................................................25

ARTICLE IX.           MISCELLANEOUS PROVISIONS...................................................................25

         Section 9.01.     Survival of Representations and Covenants; No Third Party
                           Beneficiaries.........................................................................25
         Section 9.02.     Indemnification.......................................................................25
         Section 9.03.     Amendment and Waiver..................................................................27
         Section 9.04.     Intercreditor Matters.................................................................27
         Section 9.05.     Notices...............................................................................29
         Section 9.06.     Headings..............................................................................29
         Section 9.07.     Gender................................................................................29
         Section 9.08.     Counterparts..........................................................................29
         Section 9.09.     Remedies; Severability................................................................29
         Section 9.10.     Entire Agreement......................................................................29
         Section 9.11.     Government Law; Jurisdiction; Venue...................................................30
         Section 9.12.     Term..................................................................................30

SCHEDULES

Schedule A            New Investors
Schedule B            Original Investors
Schedule 1.02(a)      Capital Stock Held By Management Stockholders
Schedule 1.02(c)      Claims
</TABLE>


EXHIBITS

Exhibit A                  Form of Promissory Note for ROFR Notes
Exhibit B                  Form of Irrevocable Proxy


                                      (ii)


<PAGE>




                            WARRANTHOLDERS' AGREEMENT
                            -------------------------

         This  Warrantholders'  Agreement  is made as of this  6th day of  June,
    1995, by and among Radio One, Inc., a District of Columbia  corporation (the
    "Company"),  Radio One of Maryland, Inc., a Delaware corporation,  Radio One
    License,  Inc.,  a District of Columbia  corporation,  Radio One of Maryland
    License,  Inc.,  a  District  of  Columbia  corporation  (collectively,  the
    "Subsidiaries"),  Catherine L. Hughes, Alfred C. Liggins and Jerry A. Moore,
    III (collectively,  the "Management Stockholders"),  the investors listed on
    Schedule A hereto (the "New Investors"), and the additional investors listed
    on Schedule B hereto (the "Original  Investors")  (the New Investors and the
    Original Investors being referred to herein  collectively as the "Investors"
    and  individually  as an  "Investor,"  and the Investors and the  Management
    Stockholders being referred to herein collectively as the  "Securityholders"
    and individually as a "Securityholder").

         The  capitalized  terms used herein which are defined in the Securities
    Purchase  Agreement and not otherwise defined herein shall have the meanings
    set forth in the Securities  Purchase  Agreement (the  "Securities  Purchase
    Agreement"),  dated  as of June 6,  1995,  by and  among  the  Company,  the
    Subsidiaries and the Securityholders.

                                   W I T N E S S E T H
                                   -------------------

         WHEREAS,  reference  is  made  to the  Securities  Purchase  Agreement,
    whereby the Investors will, subject to the terms and conditions set forth in
    the Securities Purchase Agreement,  acquire an aggregate principal amount of
    $17,000,000 of  Subordinated  Promissory  Notes of the Company (the "Notes")
    and the New Investors will acquire warrants (the "New Warrants") to purchase
    an aggregate of up to 17.84% of the fully-diluted  Common Equity (as defined
    in the Securities Purchase Agreement) of the Company;

         WHEREAS,  reference is made to the Exchange Agreement, dated as of June
    6, 1995,  by and among the Company and the Original  Investors,  pursuant to
    which the Original  Investors will exchange their outstanding  warrants (the
    "Old  Warrants") to purchase  50.39% of the Common Stock on a  fully-diluted
    basis for new warrants (the  "Exchange  Warrants," and together with the New
    Warrants,  the  "Warrants")  to purchase an aggregate of up to 33.66% of the
    fully diluted Common Equity and $6,251,094 in cash, subject to the terms and
    conditions set forth in the Exchange Agreement;

         WHEREAS,  the  effectiveness  of this  Agreement  is a condition to the
    consummation  of  the  Securities   Purchase   Agreement  and  the  Exchange
    Agreement; and

         WHEREAS,   the  parties  hereto  desire  to  provide  for  the  orderly
    management  of the  Company  and  the  Subsidiaries  and  the  ownership  of
    outstanding  securities  of the Company and the  Subsidiaries  following the
    closing of the transactions contemplated hereby.

         NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  mutual
    covenants and agreements  hereinafter set forth, the parties hereto agree as
    follows:


<PAGE>


ARTICLE I.     REPRESENTATIONS AND WARRANTIES

    Section l.01. Representations and Warranties of the Original Investors. Each
    Original Investor hereby makes the following  representations and warranties
    and covenants to the Company and each New Investor:

    (a)  Such  Original  Investor,  by  reason  of its  business  and  financial
    experience,  has such knowledge,  sophistication  and experience in business
    and financial matters as to be capable of evaluating the merits and risks of
    its  investment in the Notes and Warrants,  and is purchasing  the Notes and
    Warrants being acquired by it for its own account,  for investment  only and
    not with a view to, or any present  intention of,  distributing or reselling
    such  securities  or  any  part  thereof.  Each  of the  Original  Investors
    acknowledges that its respective Notes and Warrants have not been registered
    under the Securities Act of 1933, as amended,  and the rules and regulations
    promulgated thereunder (the "Securities Act"), or the securities laws of any
    state or other  jurisdiction  and  cannot be  disposed  of  unless  they are
    subsequently  registered  under the Securities Act and any applicable  state
    laws or an exemption from such registration is available.

    (b) Such Original  Investor has full authority and power under its governing
    charter  or  comparable  document  to enter  into  this  Agreement  and each
    agreement,  document and  instrument  to be executed and  delivered by or on
    behalf of such  Original  Investor  pursuant to or as  contemplated  by this
    Agreement and to carry out the transactions contemplated hereby and thereby.
    This  Agreement and each  agreement,  document and instrument to be executed
    and delivered by such Original  Investor  pursuant to or as  contemplated by
    this Agreement  constitute,  or when executed and delivered by such Original
    Investor will  constitute,  valid and binding  obligations  of such Original
    Investor   enforceable  in  accordance  with  their  respective  terms.  The
    execution,  delivery  and  performance  by such  Original  Investor  of this
    Agreement and each such agreement, document and instrument:

                  (i) do not and will not violate any laws, rules or regulations
         of the United States or any state or other  jurisdiction  applicable to
         such Original Investor, or require such Original Investor to obtain any
         approval,  consent or waiver of, or to make any filing with, any Person
         that has not been obtained or made; and

                  (ii) do not and will not result in a breach of,  constitute  a
         default under,  accelerate any obligation under or give rise to a right
         of  termination  of any  indenture  or loan or credit  agreement or any
         other agreement, contract,  instrument,  mortgage, lien, lease, permit,
         authorization, order, writ, judgment, injunction, decree, determination
         or arbitration  award to which such Original  Investor,  the Company or
         any of the  Subsidiaries  is a party or by which the  property  of such
         Original  Investor,  the Company or any of the Subsidiaries is bound or
         affected,  or result in the  creation or  imposition  of any  mortgage,
         pledge,  lien,  security interest or other charge or encumbrance on any
         of the assets or properties of such Original Investor or of the Company
         or any of the Subsidiaries.

                                       2
<PAGE>

                  (c) Such Original  Investor hereby  acknowledges  that, except
for the Notes and Warrants issued pursuant to the Securities  Purchase Agreement
and the Exchange Agreement and its rights under this Agreement, it has no claims
against the Company or the Subsidiaries and their respective affiliates and such
Original   Investor   hereby   agrees  on  behalf  of  itself  and  its  agents,
representatives,   successors,  and  assigns  to  remise,  release  and  forever
discharge the Company, the Subsidiaries,  their respective  affiliates,  and the
present and future agents, representatives, heirs, successors and assigns of the
Company  and the  Subsidiaries  of and  from  all  actions,  causes  of  action,
contributions,  indemnities, apportionments, duties, debts, sums, sums of money,
suits, omissions, bonds, bond specialties,  covenants, contracts, controversies,
restitutions,   understandings,   agreements,  promises,  commitments,  damages,
responsibilities and any and all claims,  demands,  executions,  liabilities and
accounts of whatsoever kind, nature or description,  direct or indirect, oral or
written, known or unknown, matured or unmatured, suspected or unsuspected at the
present  time,  in law or in equity  (including,  without  limitation,  those in
contract  or in tort or  otherwise,  or under  the laws and  regulations  of the
United States or any state or other jurisdiction or public  administrative board
or agency),  and which may be based upon, result from, relate to or arise out of
the existing state of things,  or matters arising prior to the date of execution
and delivery hereof,  which such Original Investor ever had, now has or ever has
from time to time to the date hereof.  Such Original Investor further represents
and agrees that the  representations  in this  Section  l.0l.(c)  are freely and
voluntarily  given  by it  without  reliance  on any  inducements,  promises  or
representations  which are not described  herein and after the receipt of advice
from  its  legal   counsel  as  to  the   meaning  and   consequences   of  such
representations and acknowledges its understanding of the terms contained herein
and the consequences thereof.

                  (d) Each Original  Investor hereby  acknowledges  that it is a
sophisticated  investor  accustomed to making  valuations of investments such as
the Old  Warrants,  the  Exchange  Warrants  and the Notes and agrees  that,  in
entering into this Agreement,  the Securities Purchase  Agreement,  the Exchange
Agreement and any other agreement  contemplated hereby or thereby, each Original
Investor  has  relied  upon its own  valuation  of the Old  Warrants  held,  and
Exchange  Warrants to be  received,  by such  Original  Investor  and not upon a
valuation  provided by the Company or any other party  hereto.  In this  regard,
each  Original   Investor  also  acknowledges  that  (i)  it  has  had  complete
opportunity to ask such  questions,  and receive such  information and material,
regarding  the  Company's  business,  assets,  condition and prospects as it has
deemed  relevant  to its  determination  of the value of the Old  Warrants,  the
Exchange  Warrants and the Notes and (ii) it has had an  opportunity  to consult
with its own counsel regarding the terms of the transactions contemplated hereby
and is not relying upon the Company,  the New Investors or any of the respective
agents or  affiliates  with  respect to the terms of such  transactions,  or the
impact  of  any  statutes,  regulations  or  policies  applicable  to  it  as  a
Specialized  Small Business  Investment  Company  licensed by the Small Business
Administration  under ss.30l(d) of the Small Business Investment Act of 1958, as
amended.  Further,  each Original  Investor  acknowledges  that the terms of the
exchange of such Original  Investor's Old Warrants for Exchange Warrants and (if
applicable)  cash  pursuant  to the  terms  of the  Exchange  Agreement  and the
purchase and sale of Notes  pursuant to the Securities  Purchase  Agreement were
negotiated in arm's length transactions and that such Original Investor is aware
of the terms of each other Original

                                        3


<PAGE>

Investor's  exchange  of Old  Warrants  for  Exchange  Warrants  pursuant to the
Exchange  Agreement and purchase of Notes  pursuant to the  Securities  Purchase
Agreement.

                  (e)  Each  Original  Investor  hereby  acknowledges  that  the
transactions  contemplated hereby, by the Securities Purchase Agreement,  by the
Exchange Agreement and by any other agreement contemplated hereby or thereby may
involve state, Federal or other tax implications, and that such implications may
not be the same for all of the Original Investors. In this regard, each Original
Investor also  acknowledges  that it has relied upon its own  evaluation of such
tax  implications or it has consulted its own tax adviser(s)  regarding such tax
implications, and that such Original Investor has not relied upon the Company or
any other party hereto in evaluating such tax implications.

         Section  1.02.   Representations   and  Warranties  of  the  Management
Stockholders.   Each  of  Liggins  and  Hughes   hereby   makes  the   following
representations,  warranties and covenants to each Investor, and Jerry A. Moore,
III hereby makes the following representations and warranties to the best of his
knowledge and covenants to each Investor:

                  (a)  Such  Management  Stockholder  owns  beneficially  and of
record the number of shares of, or options or warrants  to  purchase  shares of,
capital  stock  ("Management  Shares") of the Company and the  subsidiaries  set
forth opposite such Management  Stockholder's  name on Schedule 1.02(a) attached
hereto,  free  and  clear  of any  and  all  liens,  claims,  options,  charges,
encumbrances,  rights or restrictions  of any nature,  except as contemplated by
the Loan Documents (as defined in both the Securities Purchase Agreement and the
Senior Loan Agreement).

                  (b) Such Management Stockholder has full authority,  power and
capacity  to  enter  into  this  Agreement  and  each  agreement,  document  and
instrument  to be  executed  and  delivered  by or on behalf of such  Management
Stockholder  pursuant to or as  contemplated  by this Agreement and to carry out
the  transactions  contemplated  hereby and  thereby.  This  Agreement  and each
agreement,  document  and  instrument  to be  executed  and  delivered  by  such
Management  Stockholder  pursuant  to  or  as  contemplated  by  this  Agreement
constitute,  or when executed and delivered by such Management  Stockholder will
constitute,  valid  and  binding  obligations  of  such  Management  Stockholder
enforceable in accordance with their respective  terms. The execution,  delivery
and performance by such  Management  Stockholder of this Agreement and each such
agreement, document and instrument:

                  (i) do not and will not violate any laws, rules or regulations
         of the United States or any state or other  jurisdiction  applicable to
         such Management  Stockholder,  which such violation could reasonably be
         expected to have a material  adverse  effect on the assets,  prospects,
         business or financial  condition of the  Management  Stockholders,  the
         Company or the Subsidiaries,  or require such Management Stockholder to
         obtain any approval,  consent or waiver of, or to make any filing with,
         any Person that has not been obtained or made, except where the failure
         to make any such filing or obtain any such  consent or  approval  could
         not  reasonably  be expected to have a material  adverse  effect on the
         consummation of the  transactions  contemplated by this Agreement or on
         the assets, prospects, business or

                                        4


<PAGE>










    financial  condition  of the  Management  Stockholders,  the  Company or the
    Subsidiaries; and

    (ii) do not and will not  result  in a  material  breach  of,  constitute  a
    default under,  accelerate any material  obligation  under or give rise to a
    right of  termination  of any  indenture or loan or credit  agreement or any
    other  agreement,  contract,  instrument,  mortgage,  lien,  lease,  permit,
    authorization,  order, writ, judgment,  injunction, decree, determination or
    arbitration award to which such Management  Stockholder,  the Company or any
    of the  Subsidiaries  is a party or by which the property of such Management
    Stockholder, the Company or any of the Subsidiaries is bound or affected, or
    result in the creation or imposition of any mortgage, pledge, lien, security
    interest or other charge or  encumbrance  on any of the assets or properties
    of such Management Stockholder or of the Company or any of the Subsidiaries,
    except for those under the Pledge  Agreements  (as defined in the Securities
    Purchase Agreement and the Senior Loan Agreement, respectively).

         (c) Such Management  Stockholder  hereby  acknowledges  that, except as
described on Schedule  1.02(c) hereof and except for the  Management  Shares and
its rights  under this  Agreement,  it has no claims  against the Company or the
Subsidiaries  and their  respective  affiliates and such Management  Stockholder
hereby agrees on behalf of itself and its agents,  representatives,  successors,
and  assigns  to  remise,   release  and  forever  discharge  the  Company,  the
Subsidiaries,  their respective  affiliates,  and the present and future agents,
representatives,   heirs,   successors  and  assigns  of  the  Company  and  the
Subsidiaries  of  and  from  all  actions,  causes  of  action,   contributions,
indemnities,   apportionments,  duties,  debts,  sums,  sums  of  money,  suits,
omissions,  bonds,  bond  specialties,   covenants,  contracts,   controversies,
restitutions,   understandings,   agreements,  promises,  commitments,  damages,
responsibilities and any and all claims,  demands,  executions,  liabilities and
accounts of whatsoever kind, nature or description,  direct or indirect, oral or
written, known or unknown, matured or unmatured, suspected or unsuspected at the
present  time,  in law or in equity  (including,  without  limitation,  those in
contract  or in tort or  otherwise,  or under  the laws and  regulations  of the
United States or any state or other jurisdiction or public  administrative board
or agency),  and which may be based upon, result from, relate to or arise out of
the existing state of things,  or matters arising prior to the date of execution
and delivery hereof, which such Management Stockholder ever had, now has or ever
has from time to time to the date hereof.  Such Management  Stockholder  further
represents  and agrees  that the  representations  in this  Section  1.02(c) are
freely and voluntarily given by it without reliance on any inducements, promises
or representations  which are not herein andafter the receipt of advice from its
legal counsel as to the meaning and  consequences  of such  representations  and
acknowledges   its   understanding   of  the  terms  contained  herein  and  the
consequences thereof.

                                        5


<PAGE>

ARTICLE II.    REGISTRATION RIGHTS

         Section 2.01. "Piggy-Back" Registration Rights. If at any time or times
after the date hereof,  the Company  shall  determine or be required to register
any shares of its Common  Stock for sale under the  Securities  Act  (whether in
connection  with a public  offering  of  securities  by the  Company (a "primary
offering"),  a public  offering of securities by  stockholders of the Company (a
"secondary  offering"),  or  both,  but not in  connection  with a  registration
effected solely to implement an employee  benefit plan or a transaction to which
Rule 145 or any other  similar rule of the  Securities  and Exchange  Commission
(the  "Commission")  under the Securities  Act is  applicable,  the Company will
promptly  give written  notice  thereof to the Investors  that hold  Registrable
Securities or Non-Voting  Common Stock at that time. In connection with any such
registration,  if within 30 days after the receipt of such  notice,  one or more
Investors  request the  inclusion of some or all of the  Registrable  Securities
(but not any other shares) held by them in such  registration,  the Company will
use its best efforts to effect the registration  under the Securities Act of all
Registrable  Securities  which such Investors  request to be registered.  In the
case of the  registration of shares of Common Stock by the Company in connection
with an underwritten  public offering,  (i) the Company shall not be required to
include any  Registrable  Securities in such  underwriting  which are held by an
Investor that does not accept the terms of the underwriting as reasonably agreed
upon between the Company and the managing  underwriter(s) for such offering, and
(ii) if the  managing  underwriter(s)  reasonably  determine(s)  in writing that
marketing  factors require a limitation on the number of Registrable  Securities
to be  offered,  the  Company  shall not be  required  to  register  Registrable
Securities in excess of the amount, if any, of shares of capital stock which the
managing  underwriter(s)  for such offering  shall  reasonably and in good faith
agree to include in such offering in excess of any amount to be  registered  for
the Company;  provided,  however, that: (a) any Common Stock or other securities
of the Company held by any persons other than the  Investors  shall be the first
securities to be so excluded from such offering;  (b) other than with respect to
the initial public  offering of the Company,  the  Registrable  Securities to be
registered  in such  offering  may not be  reduced  below the  lesser of (i) the
aggregate  amount  which  the  Investors  have  requested  to  register  in such
offering;  or (ii) an amount  representing 30% of the aggregate number of shares
to be  registered  in such  offering;  and (b) in the event  that the  aggregate
amount  of  Registrable  Securities  that the  Investors  have  requested  to be
registered hereunder exceeds the amount which may be registered hereunder,  each
Investor  shall be  entitled  to  register up to the lesser of (i) the amount of
Registrable Securities for which it requested registration; or (ii) its pro rata
share of the Registrable  Securities  which may be registered  hereunder  (based
upon the number of Warrants or  Registrable  Securities  issued upon exercise of
the Warrants held by each Investor).  All expenses  relating to the registration
and offering of Registrable  Securities pursuant to this-Section 2.01 (including
the reasonable  fees and expenses of not more than one  independent  counsel for
the Investors)  shall be borne by the Company,  except that the Investors  shall
bear  underwriting  and selling  commissions  attributable to their  Registrable
Securities  being registered and any transfer taxes on shares being sold by such
Investors.  Without in any way limiting the types of registrations to which this
Section  2.01 shall apply,  in the event that the Company  shall effect a "shelf
registration"  under Rule 415 promulgated under the Securities Act, or any other
similar rule or regulation ("Rule 415") (other than a

                                        6

<PAGE>

shelf  registration  effected solely to implement an employee  benefit plan or a
transaction to which Rule 145 or any other similar rule of the Commission  under
the Securities Act is applicable),  the Company shall take all necessary action,
including,  without  limitation,  the filing of  post-effective  amendments,  to
permit the Investors to include their shares in such  registration in accordance
with the terms of this Section 2.01.

         Section 2.02. Required Registration Rights. If on any two (2) occasions
after the  earlier  of (a) 180 days after the  initial  public  offering  of the
Company and (b) the third  anniversary of the date hereof,  Investors holding at
least 66 2/3% in  outstanding  principal  amount of the Notes (the  "Initiating
Investors")  notify the Company in writing that they intend to offer or cause to
be offered for public sale all or any portion of their  Registrable  Securities,
the Company shall  immediately  notify in writing all of the Investors that hold
Registrable Securities or Non-Voting Common Stock at that time of its receipt of
such notification from such Initiating  Investors.  Within 30 days after receipt
from the Company of the notification from the Initiating Investors,  the Company
will  either (i) elect to make a primary  offering,  in which case the rights of
such  Investors  shall be as set forth in Section  2.01 above  (except  that any
Common Stock or other  securities  to be issued by the Company in such  offering
shall,  in the  event  of any  limitation  in the  amount  of  securities  to be
registered,  be  excluded  from such  offering  prior to any of the  Registrable
Securities being so excluded), or (ii) use its best efforts to cause such of the
Registrable  Securities as may be requested in a written notice delivered by any
Investors  (including  the  Initiating  Investors) to the Company within 30 days
after its  receipt  of the  initial  demand  notice to be  registered  under the
Securities  Act in  accordance  with  the  terms  of this  Section  2.02.  If so
requested by the Initiating Investors,  the Company shall take such steps as are
required to register the relevant  Registrable  Securities for sale on a delayed
or continuous basis under Rule 415, and to keep such registration  effective for
180 days or until all of such Registrable  Securities  registered thereunder are
sold,  whichever is shorter.  All expenses of such  registrations  and offerings
(other than underwriting and selling commissions attributable to the Registrable
Securities)  and  the  reasonable  fees  and  expenses  of  not  more  than  one
independent  counsel  for the  Investors  in  connection  with any  registration
pursuant to this  Section  2.02 shall be borne by the  Company.  The Company may
postpone the filing of any  registration  statement  required under this Section
2.02  for a  reasonable  period  of  time,  not to  exceed  60 days  during  any
twelve-month  period, if the Company has been advised by legal counsel that such
filing would require  disclosure of a material  impending  transaction  or other
matter and the Company determines  reasonably in good faith that such disclosure
would have a material  adverse  effect on the Company.  The Company shall not be
required to cause a registration  statement  requested  pursuant to this Section
2.02 to become  effective  prior to 180 days  following the effective  date of a
registration  statement initiated by the Company if the request for registration
has been received by the Company  subsequent to the giving of written  notice by
the Company, made in good faith, to the Investors to the effect that the Company
is commencing to prepare a Company-initiated  registration statement (other than
a  registration  effected  solely to  implement  an employee  benefit  plan or a
transaction to which Rule 145 or any other similar rule of the Commission  under
the Securities Act is applicable); provided, however, that the Company shall use
its best efforts to achieve such  effectiveness  promptly following such 180-day
period if the request  pursuant to this  Section 2.02 has been made prior to the
expiration of such 18O-day period. Any registration effected pursuant to this


                                        7

<PAGE>


Section 2.02 and so designated by the Investors shall be subject to this Section
2.02,  regardless  of the form in which such  registration  is effected.  In the
event that the offering  requested by the Investors  shall be the initial public
offering of the  Company's  Common  Stock,  the closing of such  initial  public
offering and the  transactions  related  thereto shall be  conditioned  upon the
Senior Debt being paid in full or the consent of the Senior Lender.

         Section 2.03. Form S-3. If the Company becomes eligible to use Form S-3
under the Securities Act or a comparable  successor  form, the Company shall use
its best  efforts to  continue to qualify at all times for  registration  of its
capital  stock on Form S-3 or such  successor  form. In addition to their rights
under Section 2.02 hereof,  one or more of the Investors shall have the right to
request and have effected registrations of Registrable Securities on Form S-3 or
such  successor form for a public  offering of shares of Registrable  Securities
having an aggregate  proposed  offering price of not less than $1,000,000  (such
requests shall be in writing and shall state the number of shares of Registrable
Securities  to be disposed of and the  intended  method of  disposition  of such
shares by such Investors). The Company shall give notice to all of the Investors
that hold Registrable  Securities or Non-Voting Common Stock at that time of the
receipt of a request for registration pursuant to this Section 2.03 and upon the
written  request of any such  Investor  delivered to the Company  within 30 days
after receipt from the Company,  the Company shall use its best efforts to cause
such of the  Registrable  Securities  as may be  requested by any Investor to be
registered  under the Securities Act on Form S-3 (or any successor  form). If so
requested  by  Investors  holding a  majority  in  interest  of the  Registrable
Securities to be registered under this Section 2.03, the Company shall take such
steps as are  required to register  such  Registrable  Securities  for sale on a
delayed  or  continuous  basis  under  Rule 415,  and to keep such  registration
effective for 180 days or until all of such  Registrable  Securities  registered
thereunder are sold,  whichever is shorter.  All expenses incurred in connection
with a  registration  requested  pursuant  to  this  Section  2.03  (other  than
underwriting and selling commissions attributable to the Registrable Securities)
and the reasonable  fees and expenses of not more than one  independent  counsel
for the  Investors  shall be borne by the Company.  The Company may postpone the
filing of any registration  statement required hereunder for a reasonable period
of time, not to exceed 60 days during any  twelve-month  period,  if the Company
has been advised by legal counsel that such filing would require disclosure of a
material  impending  transaction  or other  matter  and the  Company  determines
reasonably  in good faith  that such  disclosure  would have a material  adverse
effect on the Company.  The Company shall not be required to cause more than two
registration  statements  requested  pursuant  to this  Section  2.03 to  become
effective in any twelve-month period. The Company shall not be required to cause
a  registration  statement  requested  pursuant to this  Section  2.03 to become
effective  prior to 180 days  following  the  effective  date of a  registration
statement  initiated by the Company,  if the request for  registration  has been
received  by the  Company  subsequent  to the  giving of  written  notice by the
Company,  made in good faith,  to the  Investors  initiating a demand under this
Section  2.03 to the  effect  that  the  Company  is  commencing  to  prepare  a
Company-initiated  registration  statement  (other than a registration  effected
solely to implement an employee  benefit plan or a transaction to which Rule 145
or any  other  similar  rule  of the  Commission  under  the  Securities  Act is
applicable);  provided,  however, that the Company shall use its best efforts to
achieve such effectiveness promptly

                                        8

<PAGE>

following such 180-day  period if the request  pursuant to this Section 2.03 has
been made prior to the expiration of such 180-day period.

         Section 2.04. Registrable Securities.  For the purposes of this Article
II, the term "Registrable  Securities" shall mean (i) any shares of Common Stock
of the Company  issued or issuable  upon exercise of any of the Warrants or ROFR
Warrants (as defined in section 3.02(b) hereof), (ii) any Common Stock issued or
issuable with respect to any of the shares of Common Stock referred to in clause
(i) above by way of a stock  dividend  or stock  split or in  connection  with a
combination  of  shares,   recapitalization,   merger,  consolidation  or  other
reorganization,  (iii) any  shares  of Common  Stock  issued  or  issuable  upon
conversion of any shares of Non-Voting  Common Stock held by the Investors,  and
(iv) any shares of Common Stock issued or issuable upon  conversion of shares of
Non-Voting Common Stock issued or issuable upon exercise of any of the Warrants.
In no event shall Non-Voting Common Stock be considered  Registrable  Securities
hereunder.

         Section 2.05.  Further  obligations of the Companv.  Whenever under the
preceding  Sections  of this  Article II the Company is  required  hereunder  to
register  any  Registrable  Securities,  it  agrees  that it  shall  also do the
following:

                  (a) Use its best efforts (with due regard to the management of
the ongoing  business of the  Company) to  diligently  prepare and file with the
Commission a registration  statement and such amendments and supplements to said
registration statement and the prospectus used in connection therewith as may be
necessary to keep said registration  statement  effective and to comply with the
provisions of the Securities Act with respect to the sale of securities  covered
by said  registration  statement  for the  lesser  of:  (i) 180 days or (ii) the
period necessary to complete the proposed public offering;

                  (b)  Furnish  to each  selling  Investor  such  copies of each
preliminary  and final  prospectus and such other documents as such Investor may
reasonably  request  to  facilitate  the  public  offering  of  its  Registrable
Securities;

                  (c) Enter into any reasonable  underwriting agreement required
by the proposed underwriter for the selling Investors, if any;

                  (d)  Use  its  best   efforts  to   register  or  qualify  the
Registrable   Securities  covered  by  said  registration  statement  under  the
securities or "blue-sky" laws of such jurisdictions as any selling Investors may
reasonably request,  provided that the Company shall not be required to register
or qualify the Registrable  Securities in any jurisdictions  which require it to
qualify to do business or subject itself to general service of process therein;

                  (e) Immediately notify each selling Investor, at any time when
a prospectus  relating to its or his  Registrable  Securities  is required to be
delivered under the Securities Act, of the happening of any event as a result of
which such prospectus  contains an untrue  statement of a material fact or omits
any material fact necessary to make the statements therein not misleading,  and,
at the request of any such selling Investor, prepare a supplement

                                        9


<PAGE>

or  amendment  to such  prospectus  so  that,  as  thereafter  delivered  to the
purchasers of such Registrable Securities,  such prospectus will not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading;

                  (f) Cause all such Registrable Securities to be listed on each
securities  exchange  or  quoted  in each  quotation  system  on  which  similar
securities issued by the Company are then listed or quoted; and

                  (g)  otherwise  use  its  best  efforts  to  comply  with  all
applicable rules and regulations of the Commission and make generally  available
to each selling  Investor,  in each case as soon as  practicable,  but not later
than 45 days after the close of the period  covered  thereby (or 90 days in case
the period  covered  corresponds  to a fiscal year of the Company),  an earnings
statement of the Company  which will satisfy the  provisions of Section ll(a) of
the Securities Act.

    Section 2.06. Indemnification: Contribution.

                  (a) Incident to any registration statement referred to in this
Article II, and subject to  applicable  law,  the Company  will,  subject to the
terms of the  Intercreditor  and  Subordination  Agreement,  indemnify  and hold
harmless each  underwriter,  each Investor who holds any Registrable  Securities
(including its respective directors or partners, officers, employees and agents)
so  registered,  and each person who  controls any of them within the meaning of
Section 15 of the  Securities  Act or Section 20 of the Exchange Act of 1934, as
amended,  and the rules and  regulations  promulgated  thereunder (the "Exchange
Act"),  from and against  any and all  losses,  claims,  damages,  expenses  and
liabilities,  joint or several  (including  any  investigation,  legal and other
expenses  incurred in connection with, and any amount paid in settlement of, any
action,  suit or  proceeding  or any claim  asserted),  to which they, or any of
them,  may become  subject under the  Securities  Act, the Exchange Act or other
federal  or state  statutory  law or  regulation,  at common  law or  otherwise,
insofar as such losses, claims, damages or liabilities arise out of or are based
on (i) any untrue  statement  or alleged  untrue  statement  of a material  fact
contained in such registration  statement  (including any related preliminary or
definitive  prospectus,  or any  amendment or  supplement  to such  registration
statement or prospectus), (ii) any omission or alleged omission to state in such
document a material  fact  required to be stated in it or  necessary to make the
statements  in it not  misleading,  or (iii) any violation by the Company of the
Securities  Act,  any  state  securities  or  "blue  sky"  laws  or any  rule or
regulation thereunder in connection with such registration,  provided,  however,
that the Company will not be liable to the extent that such loss, claim, damage,
expense or liability arises from and is based on an untrue statement or omission
or alleged  untrue  statement or omission  made in reliance on and in conformity
with  information  furnished  in  writing to the  Company  by such  underwriter,
Investor or controlling person expressly for use in such registration statement.
With respect to such untrue statement or omission or alleged untrue statement or
omission in the information furnished in writing to the Company by such Investor
expressly for use in such registration  statement,  such Investor will indemnify
and hold  harmless  each  underwriter,  the Company  (including  its  directors,
officers, employees and agents), each other Investor

                                       10
<PAGE>










holding Registrable  Securities (including its respective directors or partners,
officers,  employees and agents) so registered, and each person who controls any
of them within the meaning of Section 15 of the  Securities Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages, expenses
and  liabilities,  joint or several,  to which they, or any of them,  may become
subject  under the  Securities  Act, the Exchange Act or other  federal or state
statutory  law or  regulation,  at common law or  otherwise  to the same  extent
provided in the immediately preceding sentence. In no event, however,  shall the
liability of an Investor for  indemnification  under this Section 2.06(a) exceed
the lesser of (i) that proportion of the total of such losses,  claims,  damages
or  liabilities  indemnified  against  equal  to the  proportion  of  the  total
Registrable  Securities  sold under such  registration  statement which is being
sold by such  Investor or (ii) the proceeds  received by such  Investor from its
sale of Registrable Securities under such registration statement.

                  (b) If the  indemnification  provided  for in Section  2.06(a)
above  for  any  reason  is  held by a court  of  competent  jurisdiction  to be
unavailable to an indemnified party in respect of any losses,  claims,  damages,
expenses or liabilities referred to therein,  then each indemnifying party under
this Section 2.06, in lieu of indemnifying  such indemnified  party  thereunder,
shall,  subject to the terms of the Subordination  Agreement,  contribute to the
amount  paid or payable by such  indemnified  party as a result of such  losses,
claims,  damages,   expenses  or  liabilities  (i)  in  such  proportion  as  is
appropriate to reflect the relative benefits received by the Company,  the other
selling  Investors  and the  underwriters  from the offering of the  Registrable
Securities  or (ii) if the  allocation  provided  by  clause  (i)  above  is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the  Company,  the other  selling  Investors  and the  underwriters  in
connection  with the  statements  or  omissions  which  resulted in such losses,
claims,  damages,  expenses  or  liabilities,  as  well  as any  other  relevant
equitable  considerations.  The relative benefits  received by the Company,  the
selling  Investors  and the  underwriters  shall  be  deemed  to be in the  same
respective  proportions as the net proceeds from the offering (before  deducting
expenses) received by the Company and the selling Investors and the underwriting
discount received by the underwriters, in each case as set forth in the table on
the  cover  page of the  applicable  prospectus,  bear to the  aggregate  public
offering price of the Registrable Securities. The relative fault of the Company,
the selling Investors and the underwriters  shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the  omission or alleged  omission to state a material  fact  relates to
information  supplied by the Company,  the selling Investors or the underwriters
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent such statement or omission.  The Company,  the
Investors, and the underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 2.06(b) were determined by pro rata or per
capita  allocation  or by any other  method of  allocation  which  does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. In no event, however, shall an Investor be required to contribute any
amount under this Section 2.06(b) in excess of the lesser of (i) that proportion
of the total of such losses, claims, damages or liabilities  indemnified against
equal to the  proportion  of the total  Registrable  Securities  sold under such
registration statement which is being sold by such Investor or (ii) the proceeds
received by such Investor  from its sale of  Registrable  Securities  under such
registration statement. No

                                       11
<PAGE>

person  found  guilty of  fraudulent  misrepresentation  (within  the meaning of
Section 9(f) of the Securities Act) shall be entitled to  contribution  from any
person who was not guilty of such fraudulent misrepresentation.

                  (c) The amount  paid or payable by an  indemnified  party as a
result of the  losses,  claims,  damages  and  liabilities  referred  to in this
Section 2.06 shall be deemed to include,  subject to the  limitations  set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection  with  investigating  or defending  any such action or claim.  The
indemnification  and contribution  provided for in this Section 2.06 will remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified parties or any director or partner, officer,  employee, agent or
controlling person of the indemnified parties.

         Section 2.07. Rule 144 Requirements.  If the Company becomes subject to
the reporting  requirements  of either  Section 13 or 15(d) of the Exchange Act,
the  Company  will  use its  best  efforts  to file  with  the  Commission  such
information as the Commission may require under either of said Sections;  and in
such event,  the Company shall use its best efforts to take all action as may be
required as a condition to the availability of Rule 144 under the Securities Act
(or any successor or similar  exemptive rules hereafter in effect).  The Company
shall furnish to any Investor upon request a written  statement  executed by the
Company  as to the  steps  it has  taken  to  comply  with  the  current  public
information requirement of Rule 144 or such successor rules.

         Section  2.08.   Market   Stand-off.   Each  Investor  and   Management
Stockholder:   (a)  agrees,  if  requested  by  the  Company  and  the  managing
underwriter(s)  for the  Company's  initial  public  offering or any offering in
which Registrable Securities are permitted to be included hereunder, not to sell
or otherwise transfer or dispose of any Registrable Securities held by it for up
to 180 days following the effective date of the registration  statement relating
to such offering; and (b) acknowledges that the Company may impose stop transfer
restrictions  on any  such  Registrable  Securities  held  by such  Investor  or
Management  Stockholder as a means of enforcing the provisions hereof regardless
of whether  such Person  executes a  "lock-up"  agreement  reflecting  the terms
hereof.

         Section 2.09. Transfer of Registration  Rights. The registration rights
and related  obligations  under this Article II of the Investors with respect to
their  Registrable  Securities  may  only  be  assigned  to  an  affiliate  or a
transferee  of  all of the  Warrants  and  Registrable  Securities  held  by the
transferring  Investor and upon such transfer the relevant  transferee  shall be
deemed to be included  within the  definition of an  "Investor"  for purposes of
this Article II. Any transferring  Investor shall notify the Company at the time
of such transfer.

ARTICLE III.   MANAGEMENT STOCKHOLDER AND INVESTOR COVENANTS.

         Until the  Company  shall  successfully  complete  a  Qualified  Public
Offering (defined below), each of the Management  Stockholders shall comply with
the  covenants  described  in  Sections  3.01,  3.02  and  3.03  and each of the
Investors shall comply with the covenants

                                       12

<PAGE>

described in Section  3.04 during the period that any of the Notes,  Warrants or
Registrable  Securities  remain  outstanding.  The Company shall ensure that the
stock  certificates  held by the  Management  Stockholders  and their  Permitted
Transferees and the Warrant  certificates and any stock certificates held by the
Investors  (as  defined  below)  are  properly   legended  to  reference   these
restrictions on transfer.  For purposes of this Agreement,  a "Qualified  Public
Offering"  shall mean the  closing  of the first  underwritten  public  offering
pursuant  to an  effective  registration  statement  under  the  Securities  Act
covering  the offer and sale of Common Stock to the public in which the proceeds
received by the Company, net of underwriting discounts and commissions, equal or
exceed  $15,000,000  at a per share sale price to the  public  which  reflects a
market capitalization of no less than $100 million on a fully-diluted basis.

    Section 3.01. Prohibited and Permitted Transfers;Definitions.

                  (a) From and after  the date  hereof,  none of the  Management
Stockholders  shall  sell,  assign,  transfer,  pledge,  hypothecate,  mortgage,
encumber or dispose of all or any of his or her Shares (as defined below) except
to the Senior Lender  pursuant to the terms of the Loan Documents (as defined in
the Senior Loan  Agreement) or in compliance with the terms of this Article III.
Notwithstanding the foregoing,  Shares may be transferred without complying with
Section 3.02 and 3.03 hereof as set forth in the following clauses  (individuals
receiving  Shares  from  the  Management  Stockholders  pursuant  to  any of the
following  permitted  transfers are  collectively  referred to as the "Permitted
Transferees"):  (i) by way of gift  to  their  respective  spouses  or to  their
siblings or lineal descendants or ancestors or to any qualified trust under Code
Section  1361(c)(2) for the benefit of any one or more of the foregoing or to an
unleveraged  partnership,  limited liability company or corporation in which all
of the  equity  interests  are  beneficially  owned  by any  one or  more of the
foregoing;  provided,  that any such Permitted Transferee shall agree in writing
with the Investors,  as a condition to such transfer,  to be bound by all of the
provisions of this  Agreement  with respect to such Shares to the same extent as
the Management  Stockholders and provided,  further,  that such transfers in the
aggregate represent less than 5% of the Shares held by the applicable Management
Stockholder;  (ii) by any sale or disposition of Shares pursuant to a registered
public offering in which the Investors have rights to participate  under Article
II hereof; (iii) any transfer, disposition, assignment, sale or hypothecation of
Management  Shares pursuant to a merger or consolidation of the Company which is
permitted under the Securities Purchase Agreement;  (iv) any transfer by will or
laws of descent upon the death of a Management  Stockholder;  provided, that any
such  Permitted  Transferee  shall  agree in writing  with the  Investors,  as a
condition  to  such  transfer,  to be  bound  by all of the  provisions  of this
Agreement  with  respect  to such  Shares to the same  extent as the  Management
Stockholders;  (v) by any sale or disposition  of Shares in connection  with the
exercise  of the  Senior  Lender's  remedies  under the  Senior  Loan  Agreement
(including  sales or  dispositions  of the Shares to third parties or subsequent
sales by such third parties); or (vi) by any sale, disposition or other transfer
of Shares from Hughes to Liggins,  provided, that Liggins shall agree in writing
with the  Investors as a condition to such  transfer,  to be bound by all of the
terms of this  Agreement  with  respect  to such  Shares  to the same  extent as
Hughes. Notwithstanding the foregoing, if the Company is required to continue to
qualify  as an S  corporation  under  the  Securities  Purchase  Agreement,  the
transferee (excluding however

                                       13


<PAGE>
transferees from the sale or disposition of the Shares pursuant to the rights of
the  Senior  Lender  under  the  Senior  Loan  Agreement  and the  Subordination
Agreement) must be a permitted  stockholder in an S corporation and the transfer
must not  otherwise  disqualify  the  Company  as an S  corporation  under  Code
Sections 1361 et seq.

                  (b) "Shares"  shall mean and include:  (i) with respect to the
Investors,  all Warrants,  ROFR Warrants,  if any, and all shares of Registrable
Securities or Non-Voting  Common Stock for which the Warrants and ROFR Warrants,
if any, are  ultimately  exercisable;  and (ii) with  respect to the  Management
Stockholders (which term, for the purpose of this Article III shall be deemed to
include all Permitted Transferees of the Management Stockholders), all shares of
Common Stock and any option or other securities  exercisable or convertible into
Common Stock and/or  other  capital  stock of the Company now owned or hereafter
acquired by any of the Management  Stockholders or their  Permitted  Transferees
and,  in each case  together  with any  securities  acquired  as a result of any
conversion,  stock split, stock dividend,  recapitalization or the like. For all
purposes of this Article III, options and other  securities  convertible into or
exchangeable for capital stock shall be deemed to be equivalent to the number of
shares of capital stock which they may be exercised for or converted into, as of
the applicable date, with appropriate adjustments to reflect applicable exercise
prices, if any.

    Section 3.02. Right of First Refusal.

                  (a) If at any time any of the Management  Stockholders desires
to sell or otherwise transfer all or any part of his or her Shares pursuant to a
bona fide offer from a third party (the "Proposed  Transferee")  such Management
Stockholders shall submit a written offer (the "offer") to sell such Shares (the
"offered Shares") to the Investors on terms and conditions, including price, not
less favorable than those on which such Management Stockholders proposed to sell
such offered  Shares to the Proposed  Transferee;  provided,  however,  that the
Management  Stockholder(s)  shall not,  so long as the  Company is  required  to
qualify  as  an S  corporation  under  the  Securities  Purchase  Agreement,  be
permitted to accept or entertain any offer from a Person that is not a permitted
stockholder  of an S corporation  or if the proposed  transfer  would  otherwise
disqualify the Company as an S corporation for federal income tax purposes.  The
offer shall be submitted to the Investors at least 45 days prior to the proposed
transfer and shall disclose the identity of the Proposed Transferee,  the number
of offered Shares  proposed to be sold, the total number of Shares owned by such
Management  Stockholder(s),  the terms and conditions,  including  price, of the
proposed  sale,  and any other material facts relating to the proposed sale. The
offer shall further state that the Investors may purchase all, but not less than
all,  of the  offered  Shares  for the  price  and  upon  the  other  terms  and
conditions,  including  deferred payment (if applicable),  set forth therein and
shall also advise the Investors of their co-sale rights pursuant to Section 3.03
hereof;  each  Investor who desires to purchase any of the offered  Shares shall
communicate  in writing its  election to purchase to the  applicable  Management
Stockholder(s),  which  communication  shall state the number of offered  Shares
that such Investor desires to purchase, and shall be given within 30 days of the
date on which  notice  of the offer is given.  In the event  that the  Investors
elect to purchase an aggregate number of offered Shares that is greater than the
number of offered Shares, then each Investor will be

                                       14

<PAGE>










deemed to have elected to purchase  that number of offered  Shares that is equal
to the total number of offered Shares multiplied by a fraction, the numerator of
which is the total  number of  offered  Shares  that such  Investor  elected  to
purchase and the denominator of which is the total number of offered Shares that
all of the Investors electing to purchase offered Shares elected to purchase.

                  (b) Any  communication of acceptance from the Investors shall,
when  taken in  conjunction  with the offer and  except as  provided  in Section
3.02(c) hereof, be deemed to constitute a valid, legally binding and enforceable
agreement for the sale and purchase of such offered Shares. Sales of the offered
Shares to be sold to the  Investors  shall be made at the offices of the Company
within 60 days after the offer was first  made.  Such sale shall be  effected by
the   applicable   Management   Stockholder's   delivery  of  a  certificate  or
certificates  evidencing  the  offered  Shares  to be sold,  duly  endorsed  for
transfer against payment of the purchase price therefor; provided, however, that
if (i) the Company is a duly  qualified  Subchapter  S  corporation  for federal
income tax purposes at the time of such  transfer and (ii)  Investors  holding a
majority  in  outstanding  principal  amount  of the  Notes  do  not in  writing
expressly  allow such  Subchapter S election to be  terminated,  the  Management
Stockholder(s) shall endorse the certificate(s) evidencing the offered Shares to
the Company in exchange for (i) promissory notes in the form of Exhibit A hereof
and in a principal  amount  equal to the purchase  price for the offered  Shares
(the "ROFR Notes"),  and (ii) warrants ("ROFR Warrants")  exercisable for Common
Stock  equal in amount to the  number of  offered  Shares and having a per share
exercise  price equal to the purchase  price of the offered  Shares,  which such
ROFR Notes and ROFR  Warrants,  upon payment by the Investors to the  applicable
Management  Stockholder(s)  of  the  purchase  price  therefor,  shall  then  be
delivered to the Investors in lieu of the Offered Shares.

                  (c) If the Investors collectively do not elect to purchase all
of the Offered Shares,  none of the Offered Shares shall be sold to or purchased
by the  Investors,  and  the  Offered  Shares  may  be  sold  by the  applicable
Management  Stockholder(s)  at any time  within  the  90-day  period  after  the
expiration of all applicable  periods referred to in Section 3.03(b) hereof. Any
such sale  shall be to the  Proposed  Transferee(s),  on terms  and  conditions,
including  price,  not more favorable to the Proposed  Transferee(s)  than those
specified  in the offer and  shall,  in any event,  be  subject to Section  3.03
hereof.  Any Offered Shares not sold within such 90-day period shall continue to
be subject to the requirements of this Section 3.02 and Section 3.03 hereof.  If
offered Shares are sold pursuant to this Section 3.02 to any person who is not a
party to this  Agreement,  the offered Shares so sold shall no longer be subject
to the restrictions or benefits imposed by this Section 3.02.

    Section 3.03. Right of Participation in Sales.

                  (a) If at any time any Management  Stockholder(s)  or his, her
or their  Permitted  Transferees  desire  to sell all or any part of the  Shares
owned by them to any  person  other  than to a  Permitted  Transferee  or to the
Investors  pursuant to Section 3.02 (such person or entity referred to herein as
a "Third Party  Purchaser"),  each Investor  shall have the right to sell to the
Third Party Purchaser,  as a condition to such sale by the applicable Management
Stockholder(s), at the same price per share and otherwise upon other terms and
 
                                       15

<PAGE>

conditions  that are in the  aggregate the same as involved in such sale by such
Management  Stockholder(s),  up to such  Investor's  Pro Rata Share (as  defined
below) of the total  number of  Shares  proposed  to be sold by such  Management
Stockholder(s)  and/or  his,  her or their  Permitted  Transferees  (subject  to
subsection  (b) below).  For purposes of this Section  3.03,  the term "Pro Rata
Share" shall mean the percentage of all Common Equity that the Shares held by an
Investor then represent on a fully-diluted basis.

                  (b) At the time of the  initial  notice  described  in Section
3.02(a) above, any  transferring  Management  Stockholder(s)  shall also provide
each Investor with a calculation  as to the number of Shares that may be sold by
them to the Third Party  Purchaser  pursuant to this Section 3.03. Each Investor
wishing to  participate  in any sale under this  Section  3.03 shall  notify the
transferring  Management  Stockholder(s)  in  writing  within 30 days  after the
giving of the notice described in Section 3.02(a). Except as provided in Section
3.03(d) below,  no Shares may be purchased by the Third Party Purchaser from the
transferring   Management   Stockholder(s)  unless  the  Third  Party  Purchaser
simultaneously  purchases  from the Investors all Shares which they have elected
to sell  pursuant  to this  Section  3.03,  with the sales to such  Third  Party
Purchaser to be  consummated  not prior to the  expiration of all notice periods
described  in  this  Section  3.03(b)  and  (in  the  case  of the  transferring
Management  Stockholder(s))  not  after  the  expiration  of the  90-day  period
described in Section 3.02(c).

                  (c) Any Shares  sold to a Third  Party  Purchaser  pursuant to
this  Section  3.03 shall no longer be subject to the  restrictions  or benefits
imposed by this Section 3.03.

                  (d) If the Investors do not hold  securities of the type being
offered under this Section 3.03 by the transferring  Management  Stockholder(s),
(i) the  Investor  shall  have the right to sell such  portion  of either  their
Warrants,  their ROFR Warrants and ROFR Notes as a unit and/or Non-Voting Common
Stock as is  equivalent  to the number of shares of Common Stock (or  equivalent
securities) which the Investors would otherwise have been entitled to sell under
this Section 3.03 to the Third Party Purchaser (with appropriate  adjustments to
reflect the exercise  price of such Warrants or ROFR  Warrants,  as the case may
be).

         Section 3.04. New Investor  Tag-Along  Right.  In the event that any of
the New Investors  receives or makes a bona fide offer upon  specific  terms and
conditions for the transfer of any Notes,  Warrants  and/or Shares (the "Co-Sale
Securities")  held  by  it  or  him  to a  third  party  which  is  exempt  from
registration  under the Securities Act and which is not made in connection  with
an  offering  subject  to  Article II hereof (a  "Transaction  offer"),  the New
Investor may, subject to the terms of the Subordination Agreement, transfer such
Co-Sale Securities  pursuant to and in accordance with the following  provisions
of this Section 3.04.

                  (a) Such New Investor shall cause the Transaction  Offer to be
reduced to writing and shall  notify the other New  Investors  in writing of its
wish to accept or effect the  Transaction  Offer and  otherwise  comply with the
provisions of this Section 3.04.

                                       16

<PAGE>










                  (b) Each of the  other New  Investors  shall  have the  right,
exercisable upon written notice to the selling New Investor within ten (10) days
after receipt of the notice  referred to in clause (a) above,  to participate in
the Transaction offer on the terms and conditions herein stated.

                  (c)  Each of the  other  New  Investors  may  sell  all or any
portion of its applicable Co-Sale Securities as is equal to the product obtained
by multiplying  (i) the aggregate  amount of Co-Sale  Securities  covered by the
Transaction  offer by (ii) a fraction,  the  numerator of which is the amount of
applicable  Co-Sale  Securities  owned  by  such  other  New  Investor  and  the
denominator of which is the amount of applicable Co-Sale Securities owned by all
of the New Investors.

                  (d)  Each  of  the  other  New   Investors   may   effect  its
participation  in any  Transaction  offer  hereunder by delivery of title to the
relevant purchaser,  or to the selling New Investor for transfer to the relevant
purchaser,  of one or more certificates or promissory notes, as the case may be,
properly endorsed for transfer,  representing the applicable  Co-Sale Securities
it elects to sell therein; provided, however, that such relevant purchaser shall
not take  possession  of Co-Sale  Securities  which shall be subject to a Pledge
Agreement (as defined in the Senior Loan Agreement)  until such Pledge Agreement
has been  terminated or the Senior  Lenders  otherwise  consent.  At the time of
consummation  of the  Transaction  offer,  the  relevant  purchaser  shall remit
directly to the other New  Investors  that portion of the sale proceeds to which
the other New Investors are entitled by reason of their participation therein.

ARTICLE IV.    RIGHT TO PARTICIPATE IN SALES BY COMPANY OF ADDITIONAL
               SECURITIES.

         Section 4.01. Offer to Investors. The Company covenants and agrees that
it will not, except as contemplated by this Agreement or the Securities Purchase
Agreement,  sell or issue any  shares of  capital  stock of the  Company  or any
Subsidiary,  or  bonds,  certificates  of  indebtedness,   debentures  or  other
securities  convertible into or exchangeable for capital stock of the Company or
any Subsidiary,  or options,  warrants or rights carrying any rights to purchase
capital stock or  convertible or  exchangeable  securities of the Company or any
Subsidiary or any other equity interests in the Company or any Subsidiary, other
than in  connection  with an initial  public  offering of the  Company's  Common
Stock, unless (i) the Company shall have received a bona fide arm's-length offer
to  purchase  such  stock,  bonds,  certificates  of  indebtedness,  debentures,
securities,  options,  warrants,  rights or other equity  interests from a third
party,  and (ii) the  Company  first  submits a written  offer to the  Investors
identifying  the  third  party  to  whom  such  stock,  bonds,  certificates  of
indebtedness,  debentures, securities, options, warrants, rights or other equity
interests  are  proposed  to be sold and the  terms of the  proposed  sale,  and
offering to the Investors the opportunity to purchase their  proportionate share
of such securities on terms and conditions,  including price, not less favorable
to the  Investors  than  those  on  which  the  Company  proposes  to sell  such
securities to the third party.  Each  Investor  shall have the right to purchase
its Pro Rata Share (as  defined  in Section  3.03(a))  of such  securities.  The
Company's offer to the

                                       17

<PAGE>


Investors  shall remain open and  irrevocable  for a period of at least 45 days.
Any Investor may only  transfer  its right of  participation  under this Section
4.01 to a  transferee  of its Shares who (A) is an  affiliate  of such  Investor
(including a partner of an Investor or a stockholder,  partner or other investor
in such Investor which is an investment fund and who receives Investor Shares as
a distribution from such Investor) or (B) receives all of the Shares held by the
transferring Investor.

         Section  4.02.  Sale to  Offeror.  Any  securities  so  offered  to the
Investors  which are not  purchased  pursuant  to such  offer may be sold by the
Company to the third party  originally  named in the offer to the  Investors  on
terms and  conditions,  including  price,  not more favorable to the third party
than those set forth in such offer at any time within 60 days following the date
of such  offer,  but may not be sold to any other  person or after  such  60-day
period without renewed compliance with this Article IV.

         Section  4.03.  Right  to  Participate   Inapplicable.   The  right  of
participation  granted in this  Article IV shall not apply to: (i)  issuances of
options or Common Stock to employees of the Company  which are  permitted  under
the Securities Purchase Agreement;  (ii) the issuance of Registrable  Securities
or  Non-Voting  Common Stock upon the exercise of any Warrants or ROFR  Warrants
held by the  Investors,  the  issuance of Common  Stock upon any  conversion  of
Non-Voting  Common  Stock and the issuance of  Non-Voting  Common Stock upon any
conversion of Common Stock; (iii) issuances of securities in a registered public
offering; (iv) issuances of securities upon a stock split or stock dividend with
respect  to the  Common  Equity;  and (v) sales or  transfers  of any  shares of
capital stock of the Company or any Subsidiary or options,  warrants,  rights or
other  securities of the Company or any  Subsidiary by the Senior Lender (or any
transferee,  assignee or purchaser of or from the Senior Lender) pursuant to the
exercise  of its  remedies  in  connection  with a  foreclosure  under  the Loan
Documents (as defined in the Senior Loan Agreement).

    

ARTICLE V.     PUT AND CALL RIGHTS.

         Section 5.01.  Investors'  Put Right.  Subject to the provisions of the
Subordination  Agreement,  Investors holding a majority in outstanding principal
amount of the Notes may elect,  upon 120 days prior written  notice,  to require
the  Company  to  purchase  (subject  to the  provisions  of  the  Subordination
Agreement) all outstanding Warrants,  Registrable Securities,  Non-Voting Common
Stock, ROFR Warrants and ROFR Notes held by all of the Investors  (collectively,
"Put/Call  Securities") pursuant to this Article V (the "Put") at any time on or
after (i) the payment in full or acceleration  of the Notes,  (ii) the merger or
consolidation of the Company (other than with a Subsidiary or as permitted under
the Securities  Purchase  Agreement),  or (iii) the sale of all or substantially
all of the capital stock or assets of the Company or any Subsidiary  (other than
to a Subsidiary or as permitted under the Securities  Purchase  Agreement).  The
Company  agrees to give the Investors at least 180 days' prior written notice of
any of the foregoing events.  Each Investor may also elect to Put their Put/Call
securities  to the  Company on the  Maturity  Date upon 120 days  prior  written
notice to the Company.  Investors whose Put/Call Securities are subject to a Put
hereunder  shall be referred to as the "Put  Investors." In connection  with any
Put, all Put Investors shall be

                                       18

<PAGE>

obligated  to sell their  Put/Call  Securities  to the  Company on the terms set
forth in this  Article V and,  upon  tender  by the  Company  of the  applicable
Put/Call  Price  (as  defined  in  Section  5.04)(subject  to the  terms  of the
Subordination  Agreement) to each Put  Investor,  such Put  Investor's  Put/Call
Securities  shall be deemed to no longer be outstanding  and such Put Investor's
only right shall be to receive the Put/Call  Price in accordance  with the terms
hereof;  provided,  however, that the failure of any Put Investor(s) to transfer
its or their  Put/Call  Securities in accordance  with the terms of this Section
5.01 shall not relieve the Company of its  obligation  to purchase  the Put/Call
Securities tendered by all other Put Investors hereunder.

    Section 5.02. Company Call Right.

                  (a)  Exercise of Call Right.  At the  election of the Company,
the  Company  may  repurchase  all,  but not  less  than  all,  of the  Put/Call
Securities then  outstanding at any time after the Maturity Date (a "Call"),  so
long as:  (i) the  Investors  do not have  outstanding  a  request  for a demand
registration  under Section 2.02 hereof;  and (ii) the Senior Debt and the Notes
shall have been repaid in full,  together  with all accrued but unpaid  interest
thereon,  on or prior to the Put/Call Closing (as defined below). If the Company
elects to repurchase  the Put/Call  Securities,  it shall give written notice of
such  election at least 90 days prior to the  Put/Call  Closing and all Put/Call
Securities  shall be repurchased  on the Put/Call  Closing date specified in the
Company's  notice for an  aggregate  cash  purchase  price equal to the Put/Call
Price.  Each Investor  shall receive at the Put/Call  Closing the Put/Call Price
for their  Put/Call  Securities,  taking into account the exercise  price of any
Warrants held by such Investor.

                  (b)  Recapture.  From and after the Put/Call  Closing,  unless
there  shall  have been a default  in  payment  or tender by the  Company of the
Put/Call  Price,  all rights of the  holders  with  respect to such  repurchased
Put/Call  Securities  (except  the  right  to  receive  the  Put/Call  Price  in
accordance  with the terms hereof upon  surrender of their  certificates)  shall
cease and such shares shall not  thereafter be  transferred  on the books of the
Company or be deemed to be  outstanding  for any purpose  whatsoever;  provided,
however,  that,  with respect to this Section 5.02,  each Investor shall, in the
event  of an  offering  by  the  Company  of  equity  securities  or  securities
convertible  into or exchangeable  for equity  securities,  a sale of all or any
substantial portion of the assets or outstanding capital stock of the Company or
any  Subsidiary or a merger or  consolidation  of the Company or any  Subsidiary
with or into another  corporation or entity,  in any such case occurring  within
two years of the Put/Call  Closing,  be entitled upon the  consummation  of such
transaction to receive the excess of: (i) the consideration  which such Investor
would have been entitled to receive on his, her or its Put/Call  Securities  had
they been  outstanding  on such date or, in the event of a securities  offering,
been sold in such  offering;  over  (ii)  that  portion  of the  Put/Call  Price
previously received by such Investor.

         Section  5.03.  Put/Call  Price.  The  purchase  price for any Put/Call
Securities hereunder (the "Put/Call Price") shall be equal to the product of (x)
the number of Shares represented by such Put/Call  Securities (with each unit of
ROFR Warrants and the corresponding  principal amount of ROFR Notes constituting
one Share), multiplied by (y) the

                                       19


<PAGE>

         Per Share Net Equity Value of the Company  reduced,  in the case of the
Warrants and ROFR Warrants,  by the per share exercise price therefor.  The "Per
Share Net Equity  Value" of the  Company  shall be the  quotient  of (a) the Net
Equity  Value of the  Company  (as  determined  below)  divided by (b) the total
number of outstanding  shares of Common Equity  (determined  on a  fully-diluted
basis and after giving effect to the exercise of any Warrants,  ROFR Warrants or
other  options  for  Common  Equity  and  the  conversion  and  exchange  of any
securities  convertible  into or exchangeable  for Common  Equity).  "Net Equity
Value" of the Company  shall mean the aggregate of: (A) the fair market value of
the Company as determined below; plus (B) all accounts receivable, cash and cash
equivalents  held  by the  Company  as of the  date  of  determination  and  the
aggregate exercise price of all outstanding  Warrants,  ROFR Warrants or options
for Common Equity; reduced by (C) the aggregate of all Indebtedness for borrowed
money and  current  liabilities  of the  Company  required  to be  included on a
balance  sheet in  accordance  with  generally  accepted  accounting  principles
(excluding the current maturities of Indebtedness).  In connection with a Put or
Call occurring in connection  with a sale or transfer to a third party of all or
substantially all of the Common Equity in, or the assets of, the Company and the
Subsidiaries, the fair market value of the Company shall be the aggregate amount
of consideration paid to the Company, the Management  Stockholders and any other
holders of outstanding capital stock of the Company, including any payments made
to  the  Management   Stockholders  under  any  consulting,   noncompetition  or
employment  agreements.  Otherwise,  the  applicable  Investors as a group (with
decision-making  power belonging to Investors  holding a majority in outstanding
principal amount of the Notes held by all Investors,  in the case of a Call, and
the Put Investors in the case of a Put) and the Company shall in good faith seek
to reach  agreement  as to the fair  market  value of the Company at least sixty
(60) days prior to any Put/Call  Closing.  If the  applicable  Investors and the
Company are unable to reach  agreement  within such time frame,  the fair market
value of the Company shall be determined by an appraisal process and the Company
and the applicable Investors as a group (with decision-making power belonging to
Investors  holding a majority in outstanding  principal amount of the Notes held
by all Investors,  in the case of a Call, and the Put Investors in the case of a
Put)  shall,  within  seven (7) days  thereafter,  each  select an  independent,
non-affiliated  investment  banking firm of  recognized  national  standing or a
brokerage  firm having not less than five (5) years of  experience  in the radio
broadcasting industry (each an "Independent Appraiser"). Within twenty (20) days
after  selection,  each  Independent  Appraiser shall prepare and deliver to the
Company and the  applicable  Investors  an appraisal of the fair market value of
the Company in accordance  with the terms set forth below and, in the absence of
manifest  error or fraud and so long as the lower  appraisal is no less than 90%
of the higher  appraisal,  the two  appraisals  shall be averaged and the result
shall be the fair market  value of the Company.  If the lower  appraisal is less
than 90% of the higher appraisal,  the two Independent  Appraisers shall, within
seven  (7) days  thereafter,  choose a third  Independent  Appraiser  who  shall
deliver its own appraisal of the fair market value of the Company  within twenty
(20) days thereafter. The two appraisals that are closest in value shall then be
averaged and the result shall, in the absence of manifest error or fraud, be the
fair market  value of the Company  (unless the third  appraisal  is equal to the
average of the first two  appraisals,  in which case it shall be the fair market
value of the Company).  All  appraisals  hereunder will appraise the fair market
value of the  Company  (i) as a going  concern  and valued as if  debt-free  and
without regard to the illiquidity of the Company's

                                       20


<PAGE>

capital  stock  or  to  any  discount  attributable  to  the  minority  interest
represented by the Put/Call Securities,  if applicable,  or other considerations
relating to the nonpublic status of the Company's securities,  (ii) on the basis
of what a willing buyer, with recourse to any necessary financing,  would pay to
a willing seller who is under no  compunction to sell,  (iii) assuming a form of
transaction  which will maximize such value and (iv) without  diminution for any
taxes that might  otherwise  be viewed by the Company or any  Securityholder  in
connection with any hypothetical sale of the Common Equity in, or the assets of,
the Company and the Subsidiaries.  All costs of any appraisals shall be borne by
the Company.  If the  appraisal  process has not been  completed by the Put/Call
Closing date or the Company  otherwise fails to meet its Put or Call obligations
by such date, the applicable  Investors shall continue to have all of the rights
and benefits of this  Agreement  until the Net Equity Value has been  determined
and the Put/Call Securities have been redeemed in full; provided,  however, that
the applicable  Investors shall be entitled to receive  interest on the Put/Call
Price that is ultimately  determined hereunder from the Put/Call Closing date at
the rate of fifteen percent (15%) per annum, compounded annually.

         Section 5.04.  Put/Call  Closing.  The closing for a Put or a Call (the
"Put/Call Closing") shall take place on the date set for such Put or Call in the
notice  referred to in Section  5.01 or 5.02  above,  as the case may be, at the
offices of the  Company  or on such  other  date and at such other  place as the
parties shall mutually agree. At the Put/Call Closing,  the Company shall pay to
each Investor  (or, in the case of a Put, each Put Investor) the Put/Call  Price
for its Put/Call  Securities by wire transfer or in other immediately  available
funds upon  delivery  by such  Investor  of the  certificates  representing  the
Put/Call Securities held by it, or, in lieu thereof, an indemnification and loss
certificate in form and substance  reasonably  satisfactory  to the Company.  In
connection with a Put or Call, each Investor (or, in the case of a Put, each Put
Investor)  shall  transfer  its  Put/Call  Securities  to  the  Company  without
representation  or  recourse  other  than  as to  its  title  to  such  Put/Call
Securities, which title shall be free and clear of any and all claims, liens and
encumbrances  created  or  incurred  by such  Investor.  Prior  to any  Put/Call
Closing,  the  Company  shall use  reasonable  efforts to obtain  any  financing
approvals,  consents or waivers  necessary or desirable for the  consummation of
such Put or Call and shall provide the  applicable  Investors with evidence that
any such financing approvals, consents or waivers have been obtained.

ARTICLE VI.    INVESTORS GO-ALONG RIGHT.

         Investors  holding a majority in  outstanding  principal  amount of the
Notes shall have the option,  exercisable  upon 30 days' prior written notice to
the  Company and all the other  Securityholders  and subject to the terms of the
Subordination  Agreement,  to cause the sale or refinancing of either the entire
business  and assets of the  Company or all of the Common  Stock,  Warrants  and
other equity interests in the Company, upon the first to occur of the following:
(i) a breach by the Company of its obligations under Article V with respect to a
Put which has not been cured within 30 days after written notice thereof; (ii) a
breach by the Company of Section 10 of the Securities  Purchase  Agreement,  and
(iii) any breach by the Company of its  obligations  under  Section  2.O2 hereof
(the "Go-Along Right");  provided,  however,  that any sale of either the entire
business and assets of the Company or all of the

                                       21

<PAGE>

Common Stock, Warrants and other equity interests in the Company to an Affiliate
of Investors holding a majority in outstanding  principal amount of the Notes or
a majority in interest of the Warrants shall not be for less than ninety percent
(90%) of the Fair  Market  Value  of the  Company  (as  determined  below).  The
Go-Along Right granted  hereunder  includes the power and authority to negotiate
and  consummate  the sale of all or any  substantial  part of the  assets  of or
capital  stock,  partnership  interests  and/or  other  equity  interests in the
Company and its Subsidiaries.  By their execution hereof, each of the parties to
this  Agreement  hereby  consents  to the taking of any action by the  Investors
exercising the Go-Along Right,  including without limitation,  the right to seek
to take control, or appoint a receiver, trustee, transferee or other official to
take control, of the Company and each Subsidiary (and/or the right to expand the
Board  of  Directors  of the  Company  and  each  Subsidiary  to up to nine  (9)
Directors and appoint  individuals to the vacancies  created by such expansions)
solely for the purpose of effecting  the Go-Along  Right and to  consummate  the
transactions contemplated thereby, subject to necessary FCC approval, and agrees
to  cooperate  fully  in the  taking  of any  such  action  (including,  without
limitation,  the execution  and delivery of  agreements,  assignments  and other
instruments  relating  to such action and full  cooperation  and  assistance  in
obtaining  third-party  consents),  and using  its best  efforts  in  connection
therewith,  and hereby  irrevocably  appoints  the  Investors  who  exercise the
Go-Along Right and each of them as proxies and attorneys-in-fact with full power
and substitution,  in order to accomplish such action,  which  power-of-attorney
shall be deemed to be coupled  with an interest  and shall be  irrevocable.  The
Go-Along  Right shall not be deemed to constitute a de facto transfer of control
for FCC purposes and shall be subject to the  requirements  that (i) the Company
and/or its Subsidiaries obtain any necessary FCC approvals for the actions taken
hereunder  and (ii)  prior to or upon  consummation  of any sale or  refinancing
hereunder the Company and its Subsidiaries repay in full the Senior Debt and the
Notes and that the Senior  Loan  Agreement  shall have  terminated  prior to the
transfer  of any  assets  of,  or  equity  interest  in,  the  Company  and  its
Subsidiaries,  and shall be subject to the requirement that all express terms of
any such sale be  equivalent  with  respect to all  Securityholders  (other than
differences  reflecting the exercise price of the Warrants and the ROFR Warrants
and the fact that the  Management  Stockholders  may be required to enter into a
reasonable  noncompetition  agreement  subject  to  the  payment  of  reasonable
compensation to them in exchange therefor).

         For  purposes of this  Article VI, the Fair Market Value of the Company
shall be determined as follows:

         Within  ten (10)  days of the  delivery  of the  written  notice to the
         Company of the  exercise of the  Go-Along  Right,  Investors  holding a
         majority in outstanding  principal  amount of the Notes shall select an
         independent,  non-affiliated  investment  banking  firm  of  recognized
         national  standing  or a  brokerage  firm having not less than five (5)
         years  of   experience   in  the  radio   broadcasting   industry  (the
         "Appraiser").  Within twenty (20) days after  selection,  the Appraiser
         shall prepare and deliver to the Company and the Investors an appraisal
         of the Fair Market  Value of the Company in  accordance  with the terms
         set forth below and, in the  absence of  manifest  error or fraud,  the
         appraisal shall be the Fair Market Value of the Company.  Any appraisal
         hereunder will appraise the Fair Market Value of the Company as a going
         concern

                                       22

<PAGE>


         and valued as if debt-free on the basis of what a willing  buyer,  with
         recourse to any necessary financing,  would pay to a willing seller who
         is under no compunction  to sell. All costs of any appraisals  shall be
         borne by the Company.

ARTICLE VII.   SPECIAL COVENANTS

         So long as the Notes,  Warrants or Shares  issued upon  exercise of the
Warrants  are  outstanding  and  subject  to  the  terms  of  the  Subordination
Agreement:  (a) each of the  Interested  Parties (as such term is defined in the
Securities  Purchase  Agreement)  will take any action which the  Investors  may
reasonably  request  in order to obtain and enjoy the full  rights and  benefits
granted to the Investors  under this Agreement and the  agreements  contemplated
hereby, including,  without limitation, the use of his, her or its best efforts,
consistent  with the rules,  regulations  and  policies of the FCC and any other
Regulatory  Agencies,  to  obtain  any  necessary  approvals  for any  action or
transaction contemplated by this Agreement or any agreement contemplated hereby,
for  which  such  approval  is then  required  or  prudent,  including,  without
limitation,  preparing,  signing and filing, with the FCC or any other pertinent
Regulatory Agency or authority,  any applications,  notices,  filings or reports
necessary or prudent for approval of any such actions or transactions;  (b) none
of the Interested  Parties will take any action to obstruct,  impede or infringe
upon the  Investors'  enforcement  of their rights,  benefits and remedies under
this Agreement and any agreement contemplated hereby; (c) each of the Interested
Parties  agrees  to  cooperate  fully  with  any and all  actions  taken  by the
Investors,  including without  limitation the full and complete  cooperation and
assistance in all proceedings, correspondence and other communications before or
with the FCC, and any other state,  local or other  authority in connection with
obtaining the approvals  referred to above, all using its best efforts;  and (d)
each of the Interested  Parties agrees to exercise its voting and consent rights
with  respect to its shares of capital  stock or  partnership  interests  in the
Company   and  the   Subsidiaries   (i)  to   comply   with   their   respective
representations,   warranties,   covenants  and  other  obligations  under  this
Agreement and any agreement  contemplated  hereby and to not otherwise  take any
action that would or could  conflict  with or impair the rights and  benefits of
the Investors  under this Agreement or any agreement  contemplated  hereby;  and
(ii)  to  cooperate  with,  and  use  their  respective  best  efforts  to  help
effectuate, any actions taken by the Investors to enforce their rights, benefits
and remedies hereunder,  and under this Agreement and any agreement contemplated
hereby.

         The Interested Parties hereto acknowledge that the foregoing provisions
are, inter alia, intended to ensure that, subject to the terms and provisions of
the Subordination Agreement,  upon the occurrence of one of the events specified
in Article VI hereof, the Investors receive,  to the fullest extent permitted by
applicable law and  governmental  policy  (including,  without  limitation,  the
rules,  regulations and policies of the FCC), all rights  necessary or desirable
to sell  either the  entire  business  and  assets of the  Company or all of the
Common Stock, Warrants and other equity interests in the Company as described in
Article VI hereof  (including,  without  limitation,  the FCC Licenses),  and to
exercise  all  remedies  available  to them under this  Agreement  and the other
agreements contemplated hereunder,  the Uniform Commercial Code of Massachusetts
or other applicable law. The Interested Parties also

                                       23

<PAGE>


acknowledge  and agree that the Investors  have the right under this  Agreement,
subject to the terms of the  Subordination  Agreement,  to seek appointment of a
receiver,  trustee,  transferee or similar  official to effect the  transactions
contemplated by Article IV of this Agreement,  including without limitation, the
transfer of the FCC Licenses,  in connection  with  foreclosure  or  enforcement
proceedings,  subject to necessary  FCC  approval,  and that the  Investors  are
entitled  to seek such  relief and the  Interested  Parties  agree not to object
thereto on any grounds other than that such action is expressly prohibited under
the  Subordination  Agreement.  The Interested  Parties further  acknowledge and
agree  that,  in the event of changes in law or  governmental  policy  occurring
subsequent to the date hereof that affect in any manner the Investors' rights as
described in Article VI, or the procedures  necessary to enable the Investors to
obtain such  rights,  the parties  hereto  shall  amend this  Agreement  and the
agreements  contemplated  hereunder,  in  such  manner  as the  Investors  shall
reasonably  request,  in order to provide  such  rights to the  greatest  extent
possible, consistent with then-applicable law and governmental policy.

         Notwithstanding   anything  to  the  contrary   contained  herein,  the
Investors will not take any action pursuant to this Warrantholders' Agreement or
the Warrants  which would  constitute  or result in any change of control of the
Company or any of its  Subsidiaries  if such  change of control  would  require,
under then  existing  law,  the prior  approval of any  federal,  state or local
governmental or regulatory  authority (the "Authority")  without first obtaining
such approval of such Authority.

ARTICLE VIII.  ELECTION OF DIRECTORS OF THE COMPANY.

    Section 8.01. Election of Directors of the Company and the Subsidiaries.

         (a) With respect to each election or removal of members of the Board of
Directors  of the Company and each of the  Subsidiaries  which is a  corporation
(including,  without limitation,  any replacement members), whether at an annual
or special meeting of stockholders or by written consent of  stockholders,  each
of the parties to this  Agreement  (to the extent they have voting rights at any
time) and all  transferees of their shares agrees to vote his, her or its shares
of capital stock of the Company  ("Capital Stock") or shares of capital stock of
the  Subsidiaries  ("Subsidiary  Capital  Stock"),  as the  case may be (and any
shares of Capital Stock or Subsidiary  Capital  Stock,  as the case may be, over
which he, she or it  exercises  voting  control),  and to take such other action
necessary  so as to fix the number of members of the Boards of  Directors of the
Company  and each of the  Subsidiaries  at five  (5)  members  and to elect  and
thereafter  continue in office as Directors of the Company and the  Subsidiaries
one  (1)  individual  designated  for  such  directorship  by  ASDP  (the  "ASDP
Designee"),  one (1) individual designated for such directorship by the Original
Investors holding a majority in interest of the Exchange Warrants (the "Original
Investor Designee") and three (3) individuals  designated for such directorships
by a majority  in  interest  of the  Management  Stockholders  (the  "Management
Designees").  Each of the  parties  hereto  and/or  their  transferees,  if any,
further agrees to vote such shares of Capital Stock or Subsidiary  Capital Stock
for the  removal of any such  designee  upon the request of the  investor  group
entitled to designate him or her and for the election of a substitute designee

                                       24

<PAGE>

nominated  by such  investor  group.  The parties  hereto  acknowledge  that the
initial ASDP Designee  shall be Brian  McNeill,  the initial  Original  Investor
Designee  shall be Terry Jones and the  initial  Management  Designees  shall be
Catherine L. Hughes, Alfred C. Liggins and an individual to be nominated later.

         (b) In connection with the foregoing,  the Management  Stockholders and
the Company shall each grant to ASDP and the Original  Investors an  irrevocable
proxy in the form of Exhibit B hereto.

         Section 8.02. Vacancies.  Each of the parties to this Agreement and all
transferees  of their  shares  agrees  to vote the  shares of  Capital  Stock or
Subsidiary  Capital  Stock  described in Section 8.01 in such manner as shall be
necessary  or  appropriate  so as to ensure that any vacancy  occurring  for any
reason in any one of the board  positions held by designees of an investor group
as contemplated by Section 8.01 shall be filled only by an individual who (a) is
nominated  directly  or  indirectly  by such  investor  group and (b) causes the
requirements  described  in Section  8.01  relating  to the  composition  of the
Company's and Subsidiaries' Boards of Directors to be satisfied.

ARTICLE IX.    MISCELLANEOUS PROVISIONS.

         Section 9.01. Survival of Representations and Covenants; No Third Party
Beneficiaries.  Each of the  parties  hereto  agree  that  each  representation,
warranty,  covenant and agreement  made by each of them in this  Agreement or in
any  certificate,  instrument  or  other  document  delivered  pursuant  to this
Agreement  is  material,  shall be deemed to have been  relied upon by the other
parties,  shall  remain  operative  and in full force and effect  after the date
hereof regardless of any investigation or the acceptance of securities hereunder
and  payment  therefor.  All such  representations,  warranties,  covenants  and
agreements  shall be binding  upon any  successors  and assigns of the  relevant
parties.

         This  Agreement  shall not be  construed  so as to confer  any right or
benefit  upon any Person  other  than the  parties  hereto and their  respective
successors and permitted assigns to the extent contemplated herein.

    Section 9.02. Indemnification

                  (a)  The   Company   shall,   subject  to  the  terms  of  the
Subordination Agreement, to the full extent permitted by law, and in addition to
any such  rights  which any  Indemnified  Party  (as  defined  herein)  may have
pursuant to statute, the Company's charter, the Company's by-laws, or otherwise,
indemnify and hold harmless each Investor  (including its respective  directors,
officers,  partners,  employees and agents, an "Indemnified  Investor") and each
person (a "Controlling Person" and collectively with Indemnified Investors,  the
"Indemnified Parties") who controls any of them within the meaning of Section 15
of the  Securities  Act, or Section 20 of the Exchange Act, from and against any
and all losses,  claims,  damages,  expenses and liabilities,  joint or several,
including any  investigation,  legal and other  expenses  incurred in connection
with the investigation, defense, settlement or appeal of, and any amount paid in
settlement of, any action, suit or proceeding or any claim

                                       25

<PAGE>

asserted ("Losses" or "Loss"), to which they, or any of them, may become subject
by  reason of their  status  as a  securityholder,  creditor,  director,  agent,
representative  or  controlling  person  of  the  Company,  (including,  without
limitation,  any and all Losses  under the  Securities  Act, the Exchange Act or
other federal or state statutory law or regulation,  at common law or otherwise,
which  relates  directly or indirectly to the  registration,  purchase,  sale or
ownership of any securities of the Company or to any fiduciary  obligation  owed
with respect thereto); provided, however, that the Company will not be liable to
the extent  that such Loss arises  from and is based on an untrue  statement  or
omission or alleged untrue statement or omission in a registration  statement or
prospectus  which  is  made  in  reliance  on and  in  conformity  with  written
information  furnished to the Company in an  instrument  duly  executed by or on
behalf of such Indemnified Party specifically  stating that it is for use in the
preparation thereof.  The indemnification and contribution  provided for in this
Section  9.02  will  remain  in  full  force  and  effect   regardless   of  any
investigation  made by or on behalf of the  Indemnified  Parties or any officer,
director, employee, agent or Controlling Person of the Indemnified Parties.

                  (b) If the  indemnification  provided  for in Section  9.02(a)
above  for  any  reason  is  held by a court  of  competent  jurisdiction  to be
unavailable  to an  Indemnified  Party in  respect  of any  Losses  referred  to
therein,  then the  Company,  in lieu of  indemnifying  such  Indemnified  Party
thereunder,  shall,  subject  to  the  terms  of  the  Subordination  Agreement,
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such Losses (i) in such  proportion as is appropriate to reflect the relative
benefits  received by the Company and the  Investors,  or (ii) if the allocation
provided  by clause  (i)  above is not  permitted  by  applicable  law,  in such
proportion as is appropriate to reflect not only the relative  benefits referred
to in clause  (i)  above  but also the  relative  fault of the  Company  and the
Investors  in  connection  with the action or  inaction  which  resulted in such
Losses, as well as any other relevant  equitable  considerations.  In connection
with  the  registration  of the  Company's  securities,  the  relative  benefits
received  by the  Company  and the  Investors  shall be deemed to be in the same
respective proportions that the net proceeds from the offering (before deducting
expenses)  received by the Company and the Investors,  in each case as set forth
in the  table  on the  cover  page  of the  applicable  prospectus,  bear to the
aggregate public offering price of the securities so offered. The relative fault
of the Company and the  Investors  shall be  determined  by reference  to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information  supplied by the Company or the Investors and the parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission.

                  The Company and the Investors  agree that it would not be just
and equitable if  contribution  pursuant to this Section 9.02(b) were determined
by pro rata or per capita  allocation or by any other method of allocation which
does  not  take  account  of the  equitable  considerations  referred  to in the
immediately  preceding  paragraph.  In connection  with the  registration of the
Company's  securities,  in no event shall an Investor be required to  contribute
any  amount  under  this  Section  9.02(b)  in excess of the  lesser of (i) that
proportion  of the  total  of  such  Losses  indemnified  against  equal  to the
proportion of the total securities sold under such registration  statement which
is being sold by such Investor or (ii) the

                                       26

<PAGE>

proceeds  received  by such  Investor  from its sale of  securities  under  such
registration statement.  No person found guilty of fraudulent  misrepresentation
(within the meaning of Section ll(f) of the Securities Act) shall be entitled to
contribution  from  any  person  who was not  found  guilty  of such  fraudulent
misrepresentation.

         Section 9.03.  Amendment and Waiver.  Any party may waive any provision
hereof  intended for its benefit in writing.  No failure or delay on the part of
any party  hereto in  exercising  any  right,  power or remedy  hereunder  shall
operate as a waiver thereof. The remedies provided for herein are cumulative and
are not  exclusive of any remedies  that may be available to any party hereto at
law or in  equity  or  otherwise.  Subject  to the  terms  of the  Subordination
Agreement,  this Agreement may be amended with the prior written  consent of the
Company,  and if required pursuant to the terms of the Subordination  Agreement,
the Senior Lender (until  payment in full of the Senior Debt and  termination of
the  Senior  Loan   Agreement),   a  majority  in  interest  of  the  Management
Stockholders  and the holders of a majority in outstanding  principal  amount of
the Notes, in which event such amendment shall be binding on all parties hereto;
provided,  however, that if such amendment would amend any provision requiring a
consent or approval of the Investors,  such amendment  shall require the consent
of Investors  holding that  percentage in  outstanding  principal  amount of the
Notes required  pursuant to the provision to be amended;  and provided  further,
that if such amendment  would have a  disproportionately  negative impact on any
party hereto, such amendment shall require the consent of such party.

         With respect to any action hereunder  requiring the consent or approval
of the Investors, if the outstanding principal amount of the Notes has been paid
in full,  such action  shall then  require the consent or approval of  Investors
that held,  immediately  prior to such payment,  at least that percentage of the
outstanding  principal amount of the Notes that is otherwise  required to secure
the consent or approval of such action under the terms of this Agreement.

         Section 9.04.  Intercreditor  Matters. The Investors hereby acknowledge
that their rights to receive any payments  hereunder are,  pursuant to the terms
of  the  Subordination  Agreement,  subordinate  in  right  of  payment  to  the
Indebtedness  of  the  Company  to the  Senior  Lender  under  the  Senior  Loan
Agreement.  In  addition,  in the  event  of any  conflict  between  any term or
provision  of this  Agreement  and any term or  provision  of the  Subordination
Agreement, the term or provision of the Subordination Agreement will control and
govern.

         Section 9.05. Notices.  All notices and other  communications  provided
for herein  shall be in writing  and shall be deemed to have been duly given (a)
if delivered  personally  or (b) if sent by telex or  telecopier,  registered or
certified mail (return receipt requested)  with  postage  prepaid, or by courier
guaranteeing next day delivery, in each case to the party to whom it is directed
at the  following  addresses (or at such other address for any party as shall be
specified by notice given in accordance  with the  provisions  hereof,  provided
that  notices  of a change of  address  shall be  effective  only  upon  receipt
thereof).  Notices  delivered  personally  shall  be  effective  on  the  day so
delivered, notices sent by registered or certified mail shall be effective three
days after mailing, notices sent by telex shall be effective when

                                       27

<PAGE>

answered  back,  notices sent by telecopier  shall be effective  when receipt is
acknowledged and notices sent by courier guaranteeing next day delivery shall be
effective on the earlier of the second business day after timely delivery to the
courier or the day of actual delivery by the courier:

                  (a)    if to the New Investors, at the following address:

                   (i)   Alta Subordinated Debt Partners III, L.P. 
                         Burr, Egan, Deleage & Co. 
                         One Post office  Square 
                         Suite 3800 
                         Boston,  MA 02109 
                         Attn: Brian McNeill

                   (ii)  BancBoston  Investments  Inc.  
                         100 Federal Street 
                         32nd Floor 
                         Boston, MA 02110 
                         Attn: Sanford Anstey

                   (iii) Grant M. Wilson
                         201 Concord Street
                         Carlisle, MA 01741

                   with a copy to:

                   (i)   Goodwin, Procter & Hoar
                         Exchange Place
                         Boston, Massachusetts 02109
                         Attention: John J. Egan, Esq.

                   (ii)  Ropes & Gray
                         One International Place
                         Boston, MA 02110
                         Attn: Winthrop G. Minot

                   (b)   if  to  the Management Stockholders, the Company or the
Subsidiaries, at  the following address:

                         Radio One, Inc.
                         100 St. Paul Street
                         Baltimore, Maryland 21202
                         Attn: Alfred C. Liggins and Catherine L. Hughes

                                       28

<PAGE>


                         with a copy to:

                         Arent Fox Kintner Plotkin & Kahn
                         1050 Connecticut Avenue
                         Washington, DC 20006
                         Attention: James Parker, Esq.

                   (iii) if to the Original Investors,  to the address set forth
next to their respective names on Schedule B hereto.

         Section  9.06.  Headings.  The  Article and  Section  headings  used or
contained in this Agreement are for  convenience of reference only and shall not
affect the construction of this Agreement.

         Section 9.07. Gender. As used herein, the masculine, feminine or neuter
gender,  and the singular or plural number,  shall be deemed to be or to include
the other  genders  or  number,  as the case may be,  whenever  the  context  so
indicates or requires.

         Section 9.08.  Counterparts.  This  Agreement may be executed in one or
more  counterparts and by the parties hereto in separate  counterparts,  each of
which  when so  executed  shall be  deemed  to be an  original  and all of which
together shall be deemed to constitute one and the same agreement.

         Section 9.09. Remedies: Severability. It is specifically understood and
agreed that any breach of the provisions of this Agreement by any Person subject
hereto will result in irreparable  injury to the other parties hereto,  that the
remedy at law alone will be an inadequate  remedy for such breach,  and that, in
addition  to any other legal or  equitable  remedies  which they may have,  such
other  parties  may enforce  their  respective  rights by actions  for  specific
performance (to the extent permitted by law).

         In the event that any one or more of the provisions  contained  herein,
or the application  thereof in any  circumstances,  is held invalid,  illegal or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  contained herein shall not be in any way impaired thereby,  it being
intended that all of the rights and  privileges  of the parties  hereto shall be
enforceable to the fullest extent permitted by law.

         Section  9.10.  Entire  Agreement.  This  Agreement,  together with the
Securities  Purchase  Agreement,  the  Subordination  Agreement and the Exchange
Agreement and other agreements  contemplated  hereby and thereby, is intended by
the parties as a final  expression  of their  agreement  and  intended to be the
complete and  exclusive  statement of the  agreement  and  understanding  of the
parties  hereto in respect of the subject matter  contained  herein and therein.
This Agreement,  the Securities Purchase Agreement, the Subordination Agreement,
the Exchange Agreement and the other agreements  contemplated hereby and thereby
(including the exhibits hereto and thereto)  supersede all prior  agreements and
understandings  between  the  parties  with  respect  to  such  subject  matter,
including without limitation those

                                       29


<PAGE>

agreements  listed on  Appendix  B to the  Securities  Purchase  Agreement,  all
related  agreements  and any other  agreement  entered into among (i) any of the
Company,  the  Subsidiaries or the Managing  Stockholders  and (ii) the Original
Investors or any original Investor.

         Section 9.11. Governing Law: Jurisdiction:  Venue. THIS AGREEMENT SHALL
BE DEEMED TO BE A CONTRACT  MADE UNDER,  AND SHALL BE  CONSTRUED  IN  ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.  EACH OF THE PARTIES HERETO
HEREBY  REPRESENTS,  WARRANTS AND AGREES THAT THE  NEGOTIATION OF THIS AGREEMENT
AND ALL OTHER PRINCIPAL TRANSACTIONS BETWEEN THE PARTIES HERETO HAVE TAKEN PLACE
IN THE  COMMONWEALTH  OF  MASSACHUSETTS.  EACH  OF  THE  PARTIES  HERETO  HEREBY
ACKNOWLEDGES THAT HE, SHE OR IT HAS CAREFULLY REVIEWED AND UNDERSTANDS THE TERMS
OF THIS  AGREEMENT,  HAS  OBTAINED  AND  CONSIDERED  THE ADVICE OF COUNSEL  WITH
RESPECT TO SUCH TERMS AND HAS HAD AN OPPORTUNITY TO FULLY  NEGOTIATE SUCH TERMS.
Each  party  hereto  hereby  agrees  that the  state and  federal  courts of the
Commonwealth  of  Massachusetts   or,  at  the  option  of  the  Investors,   as
appropriate,  any other  court in which the  Investors,  as  appropriate,  shall
initiate legal or equitable proceedings,  to the extent such court otherwise has
jurisdiction,  shall  have  jurisdiction  to hear and  determine  any  claims or
disputes between any of the parties hereto pertaining  directly or indirectly to
this agreement and all documents,  instruments and agreements  executed pursuant
hereto, or to any matter arising therefrom (unless otherwise  expressly provided
for therein). To the extent permitted by law, each party hereto hereby expressly
submits and consents in advance to such jurisdiction in any action or proceeding
commenced by any party hereto in any of such courts,  and agrees that service of
such summons and  complaint or other process or papers may be made by registered
or certified mail addressed to such other party or parties hereto at the address
to which  notices are to be sent pursuant to this  agreement.  Each party hereto
waives any claim  that  Boston,  Massachusetts  is an  inconvenient  forum or an
improper forum based on lack of venue.  To the extent  permitted by law,  should
any  party  hereto,  after  being so  served,  fail to  appear  or answer to any
summons,  complaint,  or  process  or papers so served  within 30 days after the
mailing  thereof,  such  party  shall be deemed in default  and an order  and/or
judgment  may be entered  by the other  party or  parties  to such  actions,  as
appropriate,  against  such party,  as  demanded or prayed for in such  summons,
complaint,  process or papers.  The exclusive  choice of forum set forth in this
Section  9.11 shall not be deemed to preclude  the  enforcement  of any judgment
obtained  in such forum or the  taking of any action to enforce  the same in any
other appropriate jurisdiction.

         Section 9.12.  Term.  This Agreement  shall remain in effect so long as
any of the Investors hold Warrants or Registrable Securities; provided, however,
that the  provisions  of  Articles  III,  IV and VIII shall  terminate  upon the
closing of a Qualified Public offering by the Company;  and, provided,  further,
that the  provisions of Articles VIII hereof shall,  in any event,  terminate on
the tenth anniversary of the date hereof.

                                       30



<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                                   COMPANY:
                                   --------

                                   RADIO ONE, INC.

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

                                   SUBSIDIARIES:
                                   -------------

                                   RADIO ONE OF MARYLAND, INC.

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

                                   RADIO ONE LICENSE, INC.

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

                                   RADIO ONE OF MARYLAND LICENSE, INC.

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

                                        Name:  Alfred C. Liggins
                                        Title: President 

                                       S-1



<PAGE>


                                   MANAGEMENT STOCKHOLDERS:
                                   ------------------------

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

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

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

    
                                   NEW INVESTORS:
                                   --------------

                                   ALTA SUBORDINATED DEBT
                                    PARTNERS III, L.P.

                                   By: Alta Subordinated Debt
                                   Management III, L.P., its
                                   General Partner
 
                                   By:  /s/ Brian W. McNeill
                                        ----------------------------------------
                                        Name:  Brian W. McNeill
                                        Title: General Partner


                                   BANCBOSTON INVESTMENTS INC.


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



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

                                       S-2


<PAGE>

                                   ORIGINAL INVESTORS:
                                   -------------------

                                   SYNCOM CAPITAL CORPORATION

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

                                   ALLIANCE ENTERPRISE CORPORATION

                                   By:  /s/ Divakar R. Kamath
                                        ----------------------------------------
                                         Name:  Divakar R. Kamath
                                         Title: Exec. V.P.

                                   GREATER PHILADELPHIA VENTURE
                                   CAPITAL CORPORATION, INC.

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

                                   OPPORTUNITY CAPITAL CORPORATION

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

                                   CAPITAL DIMENSIONS VENTURE
                                   FUND, INC.

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

                                       S-3
<PAGE>



                                   TSG VENTURES INC.

                                   By:  /s/ Scott R. Royster
                                        ----------------------------------------
                                        Name:  Scott R. Royster
                                        Title: Principal

                                   FULCRUM VENTURE CAPITAL
                                   CORPORATION

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


                                       S-4

<PAGE>


                                   Schedule A

                                  New Investors
                                  -------------

    New Investors
    -------------
    Alta Subordinated Debt III, L.P.

    BancBoston Investments Inc.

    Grant M. Wilson

                                      SS-1

<PAGE>



                                   Schedule B

    Original Investors                               Address                    
    ------------------                               -------                    
                                                  
    Syncom Capital Corporation                 8401 Colesville Road #300        
                                               Silver Spring, MD 20910          
                                               Attention: Terry L. Jones   
        
                                             
    Alliance Enterprise Corporation            12655 N. Central Expwy.          
                                               Suite 700                        
                                               Dallas, TX 75243                 
                                               Attention: Divakar Kamath        
                                             
    Greater Philadelphia Venture               351 E. Connestoga Road   
        Capital Corporation, Inc.              Wayne, PA 19087         
                                               Attention: Fred Choate 
                                                 
    Opportunity Capital Corporation            2201 Walnut Avenue, Suite 210    
                                               Freemont, CA 94538              
                                               Attention: J. Peter Thompson    
                                          
    Capital Dimensions Venture                 2 Appletree Square #335          
        Fund, Inc.                             Minneapolis, MN 55425-1637   
                                               Attention: Dean Pickerell    
                                               
    TSG Ventures Inc.                          1055 Washington Blvd., 10th Floor
                                               Stamford, CT 06901               
                                               Attention: Scott R. Royster      
                                               
    Fulcrum Venture Capital Corporation        300 Corporate Point              
                                               Suite 380                   
                                               Culver City, CA 90230       
                                               Attention: Brian E. Argrett 
                                               

    
                                      SS-2
    
 

<PAGE>



                                Schedule 1.02(a)


                  Capital Stock Held by Management Stockholders
                  ---------------------------------------------

                         Preferred Stock     Common Stock   Options     Warrants
                         ---------------     ------------   -------     --------

Catherine L. Hughes            -0-                75          -0-         -0-

Alfred C. Liggins              -0-                 5        57.45/1/      -0-

Jerry A. Moore, III            -0-                 1          -0-         -0-


    












--------------------------------------
 1      This does not include an option or restricted stock grant for up to 5.71
shares of Common Stock which may become exercisable or vested in the future.

                                      SS-3
<PAGE>



                                Schedule l.02(c)

                                      NONE.
                                      -----








                                      SS-4


<PAGE>



                             FIRST AMENDMENT TO THE
                            WARRANTHOLDERS' AGREEMENT


         This  First   Amendment   to  the   Warrantholders'   Agreement   (this
"Amendment")  is made as of this 19th day of May,  1997, by and among Radio One,
Inc.,  a Delaware  corporation  (the  "Company"),  Radio One  Licenses,  Inc., a
Delaware corporation and the surviving  corporation of the merger with Radio One
License LLC ("ROL"),  Catherine L. Hughes, Alfred C. Liggins and Jerry A. Moore,
III (collectively,  the "Management Stockholders"),  the investors listed on the
signature pages hereto as Series B Preferred  Investors (the "Series B Preferred
Investors"),  and the investors listed on the signature pages hereto as Series A
Preferred Investors (the "Series A Preferred Investors") (the Series B Preferred
Investors and the Series A Preferred  Investors being  collectively  referred to
herein  as the  "Investors"  and each  individually  as an  "Investor,"  and the
Investors and the Management  Stockholders being collectively referred to herein
as the "Securityholders" and each individually as a "Securityholder").

                               W I T N E S S E T H

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

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

         WHEREAS,  simultaneously  with the execution of the Securities Purchase
Agreement,  the Company,  the  subsidiaries  of the Company then  existing,  the
Management  Stockholders  and  the  Investors  entered  into  a  Warrantholders'
Agreement, dated as of June 6, 1995 (the "Warrantholders' Agreement"), to govern
the rights connected to the Original Warrants and Exchange Warrants;

         WHEREAS,  simultaneously  with the Closing,  the Company will issue 12%
Senior Subordinated Notes due 2004 (the "Senior  Subordinated Notes") to certain
investors  pursuant to an offering  under Rule 144A of the  Securities  Act, the
gross  proceeds  of  which  will  be  approximately   $75,000,000  (the  "Senior
Subordinated Debt Financing");

                                        1

<PAGE>



         WHEREAS,  as of the date  hereof,  the  Company,  ROL,  the  Management
Stockholders  and the  Investors  have  entered  into a Preferred  Stockholders'
Agreement (the "Preferred Stockholders' Agreement"), pursuant to which, and as a
necessary condition to the Senior Subordinated Debt Financing:  (i) the Series A
Preferred Investors will exchange all of their Subordinated Notes (including all
accrued but unpaid  interest  thereon)  for the number of shares of Series A 15%
Senior Cumulative  Exchangeable  Redeemable  Preferred Stock of the Company (the
"Series A Preferred Stock") listed on Schedule A to the Preferred  Stockholders'
Agreement;  and (ii) the Series B Preferred Investors will exchange all of their
Subordinated  Notes (including all accrued but unpaid interest  thereon) for the
number  of  shares of Series B 15%  Senior  Cumulative  Exchangeable  Redeemable
Preferred  Stock of the Company  (the  "Series B Preferred  Stock," and together
with the Series A Preferred Stock,  the "Preferred  Stock") listed on Schedule A
to the Preferred  Stockholders'  Agreement (the exchanges of Subordinated  Notes
for  Preferred  Stock  referred  to in  (i)  and  (ii)  of  this  paragraph  are
hereinafter  collectively  referred  to  as  the  "Exchanges").   The  Preferred
Stockholders'  Agreement  generally provides for representations and warranties,
covenants and rights  relating to all parties  thereto  which are  substantially
similar to those provided for in the Securities Purchase Agreement;

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

         WHEREAS,  in connection with the Senior Subordinated Debt Financing and
the related  Exchanges,  the Company,  ROL, the Management  Stockholders and the
Investors now desire to amend the Warrantholders' Agreement as set forth herein,
and each  party  hereto  agrees  and is  willing  to amend  the  Warrantholders'
Agreement on the terms and conditions set forth in this Amendment.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants  and  agreements   herein   contained  and  other  good  and  valuable
consideration,  the receipt and  adequacy of which is hereby  acknowledged,  the
parties hereto agree to amend the Warrantholders' Agreement as follows:

         1.  Amendment to Certain Terms of the  Warrantholders'  Agreement.  The
Warrantholders'  Agreement  is hereby  amended as  follows:  (i) each  reference
therein to the terms  "Original  Investor"  and  "Original  Investors"  shall be
deleted,  and in their  place shall be  inserted  the terms  "Series A Preferred
Investor" and "Series A Preferred Investors," respectively;  (ii) each reference
therein to the terms "New Investor" and "New Investors"

                                        2

<PAGE>



shall be  deleted,  and in their place  shall be  inserted  the terms  "Series B
Preferred Investor" and "Series B Preferred Investors," respectively; (iii) each
reference  therein to the term "Notes" shall be deleted,  and in its place shall
be inserted the term "Preferred  Stock;" (iv) each reference therein to the term
"Intercreditor  and  Subordination  Agreement"  or to  the  term  "Subordination
Agreement"  shall  be  deleted,  and in its  place  shall be  inserted  the term
"Standstill  Agreement;" and (v) each reference to the term "Securities Purchase
Agreement" in Articles II through VIII shall be deleted,  and in its place shall
be inserted the term "Preferred Stockholders' Agreement."

        2. Amendment to the Legend on the Warrantholders'  Agreement. The legend
on the cover page to the Warrantholders' Agreement is hereby amended by deleting
the existing legend in its entirety, and replacing it with the following:

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

        3.  Amendment  to the  Preamble of the  Warrantholders'  Agreement.  The
Preamble of the  Warrantholders'  Agreement  is hereby  amended by deleting  the
existing second paragraph of the Preamble in its entirety, and replacing it with
the following:

         The capitalized  terms used and not otherwise  defined herein which are
         defined in the Preferred Stockholders'  Agreement,  dated as of May 14,
         1997,  by and  among  the  Company,  ROL and the  Securityholders  (the
         "Preferred Stockholders' Agreement"),  shall have the meanings ascribed
         to them in the Preferred Stockholders'  Agreement. Any capitalized term
         used and not  otherwise  defined  herein  which is not  defined  in the
         Preferred   Stockholders'   Agreement  but  which  is  defined  in  the
         Securities Purchase  Agreement,  dated as of June 6, 1995, by and among
         the Company,  the  subsidiaries  of the Company  then  existing and the
         Securityholders (the "Securities Purchase  Agreement"),  shall have the
         meaning ascribed to such term in the Securities Purchase Agreement.

        4. Amendment to Section 2.02 of the Warrantholders'  Agreement.  Section
2.02 of the Warrantholders' Agreement is hereby amended by deleting the existing
first  sentence  of Section  2.02 in its  entirety,  and  replacing  it with the
following:


                                        3

<PAGE>



         If on any two (2) occasions after the earlier of (a) 180 days after the
         consummation  of an initial public  offering of the Company and (b) the
         third anniversary of the date hereof,  Investors holding at least 662/3
         of  the  outstanding   shares  of  Preferred  Stock  (the   "Initiating
         Investors")  notify the Company in writing that they intend to offer or
         cause  to be  offered  for  public  sale  all or any  portion  of their
         Registrable Securities, the Company shall immediately notify in writing
         all of the  Investors  that hold  Registrable  Securities or Non-Voting
         Common Stock at the time of its receipt of such  notification from such
         Initiating Investors.

        5. Amendment to Section 5.01 of the Warrantholders'  Agreement.  Section
5.01 of the Warrantholders' Agreement is hereby amended by deleting the existing
Section 5.01 in its entirety, and replacing it with the following:

                  Section 5.01.  Investors' Put Right. Subject to the provisions
         of the Standstill Agreement, dated as of May 19, 1997, by and among the
         Company, ROL, the Investors,  the Senior Lender and the Trustee for the
         benefit of the holders of Senior  Subordinated  Notes (the  "Standstill
         Agreement"),  Investors holding a majority of the outstanding shares of
         Preferred  Stock may elect,  upon 120 days  prior  written  notice,  to
         require  the  Company to purchase  (subject  to the  provisions  of the
         Standstill Agreement) all outstanding Warrants, Registrable Securities,
         Non-Voting  Common  Stock,  ROFR Warrants and ROFR Notes held by all of
         the Investors  (collectively,  "Put/Call  Securities") pursuant to this
         Article V (the  "Put") at any time on or after  (i) the  redemption  in
         full of all of the outstanding shares of Preferred Stock, together with
         all  accumulated  and accrued but unpaid  dividends  thereon,  (ii) the
         merger or consolidation of the Company (other than with a Subsidiary or
         as permitted under the Preferred Stockholders' Agreement), or (iii) the
         sale of all or substantially  all of the capital stock or assets of the
         Company or any  Subsidiary  (other than to a Subsidiary or as permitted
         under the Preferred  Stockholders'  Agreement).  The Company  agrees to
         give the  Investors at least 150 days' prior  written  notice of any of
         the  foregoing  events.  Each  Investor  may also  elect  to Put  their
         Put/Call  Securities  to the  Company on the tenth day after the eighth
         anniversary  of the date of the  original  issuance  of the  shares  of
         Preferred  Stock issuable under the Preferred  Stockholders'  Agreement
         (the "Mandatory  Redemption Date"),  upon 120 days prior written notice
         to the Company.  Investors  whose Put/Call  Securities are subject to a
         Put  hereunder  shall  be  referred  to  as  the  "Put  Investors."  In
         connection  with any Put, all Put Investors  shall be obligated to sell
         their Put/Call Securities to the Company on the terms set forth in this
         Article V and,  upon tender by the Company of the  applicable  Put/Call
         Price (as defined in Section  5.03)  (subject to the  provisions of the
         Standstill  Agreement)  to  each  Put  Investor,  such  Put  Investor's
         Put/Call  Securities  shall be deemed to no longer be  outstanding  and
         such Put  Investor's  only right shall be to receive the Put/Call Price
         in  accordance  with the  terms  hereof;  provided,  however,  that the
         failure  of any Put  Investor(s)  to  transfer  its or  their  Put/Call
         Securities in accordance  with the terms of this Section 5.01 shall not
         relieve  the  Company  of  its  obligation  to  purchase  the  Put/Call
         Securities tendered by all other Put Investors hereunder.

                                        4

<PAGE>



        6.  Amendment  to  Section  5.02(a)  of the  Warrantholders'  Agreement.
Section 5.02(a) of the  Warrantholders'  Agreement is hereby amended by deleting
the  existing  Section  5.02(a)  in its  entirety,  and  replacing  it with  the
following:

                  (a)  Exercise of Call Right.  At the  election of the Company,
         the Company may repurchase  all, but not less than all, of the Put/Call
         Securities then outstanding at any time after the Mandatory  Redemption
         Date (a "Call"),  so long as: (i) the Investors do not have outstanding
         a request for a demand registration under Section 2.02 hereof; and (ii)
         the Senior Debt shall have been paid in full, together with all accrued
         but unpaid interest  thereon,  and all outstanding  shares of Preferred
         Stock shall have been redeemed in full,  together with all  accumulated
         and accrued but unpaid dividends  thereon,  on or prior to the Put/Call
         Closing (as defined  below).  If the Company  elects to repurchase  the
         Put/Call  Securities,  it shall give written notice of such election at
         least 90 days prior to the Put/Call Closing and all Put/Call Securities
         shall be  repurchased  on the Put/Call  Closing  date  specified in the
         Company's  notice for an  aggregate  cash  purchase  price equal to the
         Put/Call Price. Each Investor shall receive at the Put/Call Closing the
         Put/Call Price for their Put/Call Securities.

        7. Amendment to Section 5.03 of the Warrantholders'  Agreement.  Section
5.03 of the Warrantholders' Agreement is hereby amended by deleting the existing
Section 5.03 in its entirety, and replacing it with the following:

                  Section  5.03.  Put/Call  Price.  The  purchase  price for any
         Put/Call Securities  hereunder (the "Put/Call Price") shall be equal to
         the product of (x) the number of Shares  represented  by such  Put/Call
         Securities  (with  each  unit of ROFR  Warrants  and the  corresponding
         principal amount of ROFR Notes  constituting one Share),  multiplied by
         (y) the Per Share Net Equity Value of the Company reduced,  in the case
         of the  Warrants and ROFR  Warrants,  by the per share  exercise  price
         therefor.  The "Per Share Net Equity Value" of the Company shall be the
         quotient  of (a) the Net Equity  Value of the  Company  (as  determined
         below) divided by (b) the total number of outstanding  shares of Common
         Equity (determined on a fully-diluted  basis and after giving effect to
         the exercise of any Warrants, ROFR Warrants or other options for Common
         Equity and the conversion  and exchange of any  securities  convertible
         into or  exchangeable  for Common  Equity).  "Net Equity  Value" of the
         Company  shall mean the  aggregate of: (A) the fair market value of the
         Company as determined below; plus (B) all accounts receivable, cash and
         cash  equivalents  held by the Company as of the date of  determination
         and the aggregate  exercise  price of all  outstanding  Warrants,  ROFR
         Warrants or options for Common Equity;  reduced by (C) the aggregate of
         all  Indebtedness  for borrowed  money and current  liabilities  of the
         Company  required to be included on a balance sheet in accordance  with
         generally  accepted  accounting   principles   (excluding  the  current
         maturities of Indebtedness). In connection with a Put or Call occurring
         in  connection  with a sale  or  transfer  to a third  party  of all or
         substantially all of the Common Equity in, or the assets of, the

                                        5

<PAGE>



         Company or any  Subsidiary,  the fair market value of the Company shall
         be the  aggregate  amount of  consideration  paid to the  Company,  the
         Management  Stockholders  and any other holders of outstanding  capital
         stock of the Company,  including  any payments  made to the  Management
         Stockholders   under  any  consulting,   noncompetition  or  employment
         agreements.  Otherwise,  the  applicable  Investors  as a  group  (with
         decision-making  power belonging to Investors holding a majority of the
         outstanding  shares of Preferred  Stock held by all  Investors,  in the
         case of a Call,  and the Put  Investors  in the  case of a Put) and the
         Company  shall in good  faith  seek to reach  agreement  as to the fair
         market  value of the  Company  at least  sixty  (60) days  prior to any
         Put/Call  Closing.  If the  applicable  Investors  and the  Company are
         unable to reach agreement within such time frame, the fair market value
         of the Company  shall be  determined  by an  appraisal  process and the
         Company and the applicable  Investors as a group (with  decision-making
         power  belonging  to  Investors  holding a majority of the  outstanding
         shares of Preferred Stock held by all Investors, in the case of a Call,
         and the Put  Investors  in the case of a Put) shall,  within  seven (7)
         days thereafter, each select an independent,  non-affiliated investment
         banking firm of recognized national standing or a brokerage firm having
         not less than five (5) years of  experience  in the radio  broadcasting
         industry  (each an  "Independent  Appraiser").  Within twenty (20) days
         after selection,  each Independent  Appraiser shall prepare and deliver
         to the Company and the  applicable  Investors  an appraisal of the fair
         market  value of the  Company  in  accordance  with the terms set forth
         below and, in the absence of manifest error or fraud and so long as the
         lower  appraisal is no less than 90% of the higher  appraisal,  the two
         appraisals  shall be averaged  and the result  shall be the fair market
         value of the  Company.  If the lower  appraisal is less than 90% of the
         higher appraisal,  the two Independent  Appraisers shall,  within seven
         (7) days  thereafter,  choose a third  Independent  Appraiser who shall
         deliver  its own  appraisal  of the fair  market  value of the  Company
         within twenty (20) days thereafter. The two appraisals that are closest
         in value shall then be averaged and the result shall, in the absence of
         manifest  error or  fraud,  be the  fair  market  value of the  Company
         (unless  the third  appraisal  is equal to the average of the first two
         appraisals,  in which  case it shall  be the fair  market  value of the
         Company).  All appraisals hereunder will appraise the fair market value
         of the  Company  (i) as a going  concern  and  valued as if  debt-free,
         without  including  the Company's  cash balances and without  regard to
         accounts  receivable or the illiquidity of the Company's  capital stock
         or to any discount attributable to the minority interest represented by
         the  Put/Call  Securities,   if  applicable,  or  other  considerations
         relating to the nonpublic status of the Company's  securities,  (ii) on
         the basis of what a  willing  buyer,  with  recourse  to any  necessary
         financing, would pay to a willing seller who is under no compunction to
         sell,  (iii)  assuming a form of  transaction  which will maximize such
         value to the extent  such form could be  realistically  and  reasonably
         achieved,  and  (iv)  without  diminution  for  any  taxes  that  might
         otherwise  be  incurred  by  the  Company  or  any   Securityholder  in
         connection with any  hypothetical  sale of the Common Equity in, or the
         assets of, the Company or any  Subsidiary.  All costs of any appraisals
         shall be borne by the Company.  If the  appraisal  process has not been
         completed by the Put/Call Closing

                                        6

<PAGE>



         date or the Company otherwise fails to meet its Put or Call obligations
         by such date,  the applicable  Investors  shall continue to have all of
         the rights and  benefits of this  Agreement  until the Net Equity Value
         has been  determined and the Put/Call  Securities have been redeemed in
         full;  provided,  however,  that  the  applicable  Investors  shall  be
         entitled to receive  interest on the Put/Call  Price that is ultimately
         determined  hereunder  from the  Put/Call  Closing  date at the rate of
         fifteen percent (15%) per annum, compounded annually.

        8. Amendment to Article VI of the Warrantholders' Agreement.  Article VI
of the  Warrantholders'  Agreement  is hereby  amended by deleting  the existing
Article VI in its entirety, and replacing it with the following:

         ARTICLE VI.  INVESTORS GO-ALONG RIGHT.

                  Investors  holding a  majority  of the  outstanding  shares of
         Preferred   Stock  shall  have  the  option  (the  "Go-Along   Right"),
         exercisable  upon 30 days' prior written  notice to the Company and all
         the other  Securityholders  and subject to the terms of the  Standstill
         Agreement,  to cause  the sale or  refinancing  of  either  the  entire
         business and assets of the Company or all of the Common Stock, Warrants
         and other equity  interests in the Company,  upon the first to occur of
         the  following:  (i) a breach by the Company of its  obligations  under
         Article V with respect to a Put which has not been cured within 30 days
         after written notice  thereof;  (ii) a breach by the Company of Section
         10 of the Preferred  Stockholders'  Agreement,  and (iii) any breach by
         the Company of its  obligations  under  Section 2.02 hereof;  provided,
         however,  that any sale of either the entire business and assets of the
         Company or all of the Common Stock, Warrants and other equity interests
         in the Company to an Affiliate of the  Investors  holding a majority of
         the outstanding  shares of Preferred Stock or a majority in interest of
         the  Warrants  shall not be for less than ninety  percent  (90%) of the
         Fair Market Value of the Company (as  determined  below).  The Go-Along
         Right granted  hereunder  includes the power and authority to negotiate
         and consummate the sale of all or any substantial part of the assets of
         or capital stock,  partnership  interests and/or other equity interests
         in the Company and its Subsidiaries. By their execution hereof, each of
         the  parties to this  Agreement  hereby  consents  to the taking of any
         action  by the  Investors  exercising  the  Go-Along  Right,  including
         without  limitation,  the right to seek to take  control,  or appoint a
         receiver, trustee, transferee or other official to take control, of the
         Company  and each  Subsidiary  (and/or the right to expand the Board of
         Directors  of the  Company  and  each to up to nine (9)  Directors  and
         appoint individuals to the vacancies created by such expansions) solely
         for the purpose of effecting the Go-Along  Right and to consummate  the
         transactions  contemplated thereby,  subject to necessary FCC approval,
         and  agrees  to  cooperate  fully  in the  taking  of any  such  action
         (including,   without   limitation,   the  execution  and  delivery  of
         agreements,  assignments and other instruments  relating to such action
         and full cooperation and assistance in obtaining third-party consents),
         and using its best efforts in connection therewith (provided,  however,
         that in the case of the Management Stockholders, "best

                                        7

<PAGE>



         efforts" shall not include or require the payment of money), and hereby
         irrevocably  appoints the Investors who exercise the Go-Along Right and
         each of them as  proxies  and  attorneys-in-fact  with  full  power and
         substitution,    in   order   to   accomplish   such   action,    which
         power-of-attorney  shall be deemed to be coupled  with an interest  and
         shall be  irrevocable.  The  Go-Along  Right  shall  not be  deemed  to
         constitute a de facto transfer of control for FCC purposes and shall be
         subject  to  the   requirements   that  (i)  the  Company   and/or  its
         Subsidiaries  obtain any  necessary FCC approvals for the actions taken
         hereunder  and  (ii)  prior  to or  upon  consummation  of any  sale or
         refinancing  hereunder the Company and its  Subsidiaries  repay in full
         all indebtedness for money borrowed including,  but not limited to, the
         Senior  Indebtedness (as defined in the Standstill  Agreement) and that
         the Senior Loan Agreement and the Indenture shall have terminated prior
         to the  transfer of any assets of, or equity  interest  in, the Company
         and its Subsidiaries,  and shall be subject to the requirement that all
         express  terms of any  such  sale be  equivalent  with  respect  to all
         Securityholders  (other than differences  reflecting the exercise price
         of the Warrants and the ROFR Warrants and the fact that the  Management
         Stockholders may be required to enter into a reasonable  noncompetition
         agreement subject to the payment of reasonable  compensation to them in
         exchange therefor).

                  For  purposes of this Article VI, the Fair Market Value of the
         Company shall be determined as follows:

                           Within ten (10) days of the  delivery  of the written
                  notice to the Company of the exercise of the  Go-Along  Right,
                  Investors  holding a  majority  of the  outstanding  shares of
                  Preferred  Stock shall select an  independent,  non-affiliated
                  investment  banking firm of recognized  national standing or a
                  brokerage  firm  having  not  less  than  five  (5)  years  of
                  experience   in   the   radio   broadcasting   industry   (the
                  "Appraiser").  Within  twenty (20) days after  selection,  the
                  Appraiser  shall  prepare  and  deliver to the Company and the
                  Investors an appraisal of the Fair Market Value of the Company
                  in  accordance  with the  terms set forth  below  and,  in the
                  absence of manifest error or fraud, the appraisal shall be the
                  Fair Market Value of the Company. Any appraisal hereunder will
                  appraise  the  Fair  Market  Value of the  Company  as a going
                  concern  and  valued  as if  debt-free  on the basis of what a
                  willing buyer, with recourse to any necessary financing, would
                  pay to a willing  seller who is under no  compunction to sell.
                  All costs of any appraisals shall be borne by the Company.

         9. Amendment to Article VII of the Warrantholders'  Agreement.  Article
VII of the  Warrantholders'  Agreement is hereby amended to insert the following
clause  after the words  "best  efforts"  each time such  words are used in such
Article VII:

          (provided,  however, that in the case of the Management  Stockholders,
          "best efforts" shall not include or require the payment of money)

                                        8

<PAGE>



        10.  Amendment  to  Section  8.01(a) of the  Warrantholders'  Agreement.
Section 8.01(a) of the Warrantholders' Agreement is hereby amended by adding the
following sentence as the last sentence of such Section 8.01(a):

         Notwithstanding  the provisions of this Section  8.01(a),  the Board of
         Directors  may be  expanded  to up to  nine  (9)  members  in a  manner
         consistent  with  Article  VI  hereof,  Section  10  of  the  Preferred
         Stockholders' Agreement, and the Company's Bylaws.

        11. Amendment to Section 8.02 of the Warrantholders' Agreement.

         Section 8.02 of the Warrantholders'  Agreement is hereby amended to add
the following sentence as the last sentence of such Section 8.02:

         Vacancies  created  or  occurring  as a result of the  exercise  of the
         rights  granted to the Investors  under Article VI of this Agreement or
         under  Section 10 of the  Preferred  Stockholders'  Agreement  shall be
         filled as provided in such Article VI or Section 10, as applicable.

        12. Amendment to Section 9.03 of the Warrantholders' Agreement.  Section
9.03 of the Warrantholders' Agreement is hereby amended by deleting the existing
Section 9.03 in its entirety, and replacing it with the following:

                  Section 9.03.  Amendment  and Waiver.  Any party may waive any
         provision  hereof  intended  for its benefit in writing.  No failure or
         delay on the part of any party hereto in exercising any right, power or
         remedy  hereunder  shall  operate  as a waiver  thereof.  The  remedies
         provided  for  herein  are  cumulative  and  are not  exclusive  of any
         remedies  that may be available to any party hereto at law or in equity
         or otherwise.  Subject to the terms of the Standstill  Agreement,  this
         Agreement may be amended with the prior written consent of the Company,
         and if required pursuant to the terms of the Standstill Agreement,  the
         Senior  Lender and the Trustee,  on behalf of the holders of the Senior
         Subordinated  Notes  (until  payment in full of the Senior Debt and the
         Senior  Subordinated Notes and termination of the Senior Loan Agreement
         and  the   Indenture),   a  majority  in  interest  of  the  Management
         Stockholders and the holders of a majority of the outstanding shares of
         Preferred  Stock, in which event such amendment shall be binding on all
         parties hereto;  provided,  however, that if such amendment would amend
         any provision  requiring a consent or approval of the  Investors,  such
         amendment   shall  require  the  consent  of  Investors   holding  that
         percentage  of the  outstanding  shares  of  Preferred  Stock  required
         pursuant to the provision to be amended; and provided further,  that if
         such amendment would have a  disproportionately  negative impact on any
         party hereto, such amendment shall require the consent of such party.


                                        9

<PAGE>



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

        13. Amendment to Section 9.04 of the Warrantholders' Agreement.  Section
9.04 of the  Warrantholders'  Agreement is hereby  amended to add the  following
clause at the end of the first sentence of such Section 9.04:

         and the  Indebtedness  of  the  Company  under the Senior  Subordinated
         Notes and the Indenture.

        14. Amendment to Section 9.05 of the Warrantholders' Agreement.  Section
9.05 of the Warrantholders' Agreement is hereby amended by deleting the existing
Section 9.05 in its entirety, and replacing it with the following:

                  Section 9.05.  Notices.  All notices and other  communications
         provided  for herein  shall be in  writing  and shall be deemed to have
         been duly given (a) if delivered  personally or (b) if sent by telex or
         telecopier,  registered or certified  mail (return  receipt  requested)
         with postage prepaid, or by courier guaranteeing next day delivery,  in
         each  case  to the  party  to  whom  it is  directed  at the  following
         addresses (or at such other address for any party as shall be specified
         by notice given in accordance with the provisions hereof, provided that
         notices of a change of address  shall be  effective  only upon  receipt
         thereof). Notices delivered personally shall be effective on the day so
         delivered,  notices  sent by  registered  or  certified  mail  shall be
         effective  three days after  mailing,  notices  sent by telex  shall be
         effective  when  answered  back,  notices sent by  telecopier  shall be
         effective  when  receipt is  acknowledged,  and notices sent by courier
         guaranteeing next day delivery shall be effective on the earlier of the
         second  business day after timely delivery to the courier or the day of
         actual delivery by the courier:

                  (a)   if to the Series B Preferred Investors, at the following
         address:

                           (i)      Alta Subordinated Debt Partners III, L.P.
                                    c/o Burr, Egan, Deleage & Co.
                                    One Post Office Square
                                    Suite 3800
                                    Boston, MA  02109
                                    Attention:  Brian McNeill


                                       10

<PAGE>



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

                           (iii)    Grant M. Wilson
                                    201 Concord Street
                                    Carlisle, MA 01741

                  with a copy to:

                           (i)      Goodwin, Procter & Hoar  LLP
                                    Exchange Place
                                    Boston, Massachusetts  02109
                                    Attention:  John J. Egan III, Esq.

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

                  (b)  if to the Management Stockholders, the Company or ROL, at
         the following address:

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

                  with a copy to:

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

                  (c) if to the Series A Preferred Investors, to the address set
         forth next to their respective names on Schedule B hereto.

        15. Amendment to Section 9.10 of the Warrantholders' Agreement.  Section
9.10 of the Warrantholders' Agreement is hereby amended by deleting the existing
Section 9.10 in its entirety, and replacing it with the following:


                                       11

<PAGE>



                  Section 9.10. Entire Agreement. This Agreement,  together with
the Securities Purchase Agreement,  the Preferred Stockholders'  Agreement,  the
Standstill   Agreement,   and  the  Exchange   Agreement  and  other  agreements
contemplated  hereby  and  thereby,  is  intended  by  the  parties  as a  final
expression  of their  agreement  and intended to be the  complete and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein. This Agreement,  the Securities
Purchase  Agreement,  the  Preferred  Stockholders'  Agreement,  the  Standstill
Agreement,  the Exchange Agreement and the other agreements  contemplated hereby
and thereby  (including  the exhibits  hereto and thereto)  supersede  all prior
agreements and  understandings  between the parties with respect to such subject
matter,  including  without  limitation those agreements listed on Appendix B to
the Securities Purchase Agreement and Appendix B to the Preferred  Stockholders'
Agreement, all related agreements and any other agreement entered into among (i)
any of the Company,  the Subsidiaries or the Managing  Stockholders and (ii) the
Series A Preferred Investors or any Series A Preferred Investor.

        16. Amendment to Schedule B to the Warrantholders' Agreement. Schedule B
to the  Warrantholders'  Agreement  is hereby  amended by deleting  the existing
address given for TSG Ventures  Inc. in its entirety,  and replacing it with the
following:

                  177 Broad Street, 12th Floor
                  Stamford, Connecticut  06901
                  Attention:  Duane Hill

        17.  Documents  Otherwise  Unchanged.  Except as  provided  herein,  the
Warrantholders' Agreement shall remain unchanged and in full force and effect.

        18.  Waiver  of  Preemptive  Rights.  The  Investors  hereby  waive  the
requirements  of  and  any  rights  they  may  have  under  Article  IV  of  the
Warrantholders'  Agreement  with  respect to the  issuance by the Company of the
Preferred Stock.

        19.  Counterparts.  This  Amendment  may be  executed  in any  number of
counterparts,  each of which  shall be  identical  and all of which,  when taken
together,  shall constitute one and the same instrument,  and any of the parties
hereto may execute this Amendment by signing any such counterpart.

        20. Binding  Effect.  This Amendment  shall be binding upon and inure to
the benefit of the parties hereto and any respective successors and assigns.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       12

<PAGE>



         IN WITNESS  WHEREOF,  the parties have executed this First Amendment to
the Warrantholders' Agreement as of the date first above written.

                                    COMPANY:

                                    RADIO ONE, INC.


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

                                    SUBSIDIARY:

                                    RADIO ONE LICENSES, INC.


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

                                          Name:     Alfred C. Liggins
                                          Title:    President


                                    MANAGEMENT STOCKHOLDERS:


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


                                    Catherine L. Hughes
                                    ---------------------------------
                                    Catherine L. Hughes, individually


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


                           [Signature Pages Continue]


                                       S-1

<PAGE>



                          SERIES B PREFERRED INVESTORS:

                                    ALTA SUBORDINATED DEBT
                                    PARTNERS III, L.P.

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

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

                                    BANCBOSTON INVESTMENTS INC.


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



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


                          SERIES A PREFERRED INVESTORS:

                                    SYNCOM CAPITAL CORPORATION


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

                                    ALLIANCE ENTERPRISE CORPORATION


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

        [Signature Page to First Amendment to Warrantholders' Agreement]

                           [Signature Pages Continue]


                                       S-2

<PAGE>


                                    GREATER PHILADELPHIA VENTURE
                                    CAPITAL CORPORATION, INC.


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


                                    OPPORTUNITY CAPITAL CORPORATION


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


                                    CAPITAL DIMENSIONS VENTURE
                                         FUND, INC.


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


                                    TSG VENTURES INC.


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


                                    FULCRUM VENTURE CAPITAL
                                      CORPORATION


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

        [Signature Page to First Amendment to Warrantholders' Agreement]



                                       S-3
