<PAGE>
                                                                   EXHIBIT 10.16


         THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS
         COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES
         AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS COMMON STOCK PURCHASE
         WARRANT MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND
         REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR
         AN OPINION OF COUNSEL THAT THE PROPOSED TRANSACTION DOES NOT VIOLATE
         THE SECURITIES ACT OF 1933, AND APPLICABLE STATE SECURITIES LAWS.



                               CUMULUS MEDIA INC.

                          COMMON STOCK PURCHASE WARRANT

Date of Issuance:  March 28, 2002                            Certificate No. 14

         THIS IS TO CERTIFY that BANCAMERICA CAPITAL INVESTORS SBIC I, L.P., a
Delaware limited partnership, and its transferees, successors and assigns (the
"HOLDER"), for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, is entitled to purchase from CUMULUS MEDIA INC.,
an Illinois corporation (the "COMPANY"), at the price of $ 12.00 per share,
706,424 shares (the "AGGREGATE NUMBER") of the fully paid and nonassessable
Class A Common Stock, par value $0.01 per share of the Company ("CLASS A COMMON
STOCK"), or Class B Common Stock, par value $0.01 per share of the Company
("CLASS B COMMON STOCK"), at the option of the Holder at the time of exercise
(as such number may be adjusted as provided herein).

         "COMMON STOCK" means either (a) Class A Common Stock or any other
capital stock into which the foregoing is reclassified or reconstituted or (b)
Class B Common Stock or any other capital stock into which the foregoing is
reclassified or reconstituted.

SECTION 1.        THE WARRANT; TRANSFER AND EXCHANGE.

         (a)      THE WARRANT. This Common Stock Purchase Warrant (the
                  "WARRANT") and the rights and privileges of the Holder and the
                  Company hereunder may be exercised by the Holder in whole or
                  in part as provided herein; and, as more fully set forth in
                  Sections 1(b) and 8 hereof, may be transferred by the Holder
                  to any other persons or entities at any time or from time to
                  time, in whole or in part.



<PAGE>


         (b)      TRANSFER AND EXCHANGES. The Company shall initially record
                  this Warrant on a register to be maintained by the Company
                  with its other stock books and subject to Section 8 hereof,
                  from time to time thereafter shall reflect the transfer of
                  this Warrant on such register when surrendered for transfer in
                  accordance with the terms hereof and properly endorsed,
                  accompanied by appropriate instructions. Upon any such
                  transfer, a new warrant or warrants shall be issued to the
                  transferee and the Holder (in the event the Warrant is only
                  partially transferred) and the surrendered warrant shall be
                  canceled. This Warrant may be exchanged at the option of the
                  Holder, when surrendered at the principal executive offices of
                  the Company ("PRINCIPAL OFFICE"), for another warrant or other
                  warrants of like tenor and representing in the aggregate the
                  right to purchase a like number of shares of Common Stock.

SECTION 2.        EXERCISE.

         (a)      RIGHT TO EXERCISE. At any time after the Date of Issuance and
                  on or before the first anniversary of the Date of Issuance
                  (the "Expiration Date"), the Holder, in accordance with the
                  terms hereof, may exercise this Warrant, in whole at any time
                  or in part from time to time, by delivering this Warrant to
                  the Company during normal business hours on any Business Day
                  (defined below) at the Principal Office, together with the
                  election to purchase, in the form attached hereto as EXHIBIT A
                  and made a part hereof (the "ELECTION TO PURCHASE"), duly
                  executed, and payment of the Exercise Price for the number of
                  shares to be purchased (the "EXERCISE AMOUNT"), as specified
                  in the Election to Purchase. As used herein "BUSINESS DAY"
                  means any day other than a Saturday, Sunday or a day on which
                  commercial banking institutions in Atlanta, Georgia are
                  authorized or required by law or executive order to be closed.
                  If the Expiration Date is not a Business Day, then this
                  Warrant may be exercised on the next succeeding Business Day.

         (b)      PAYMENT OF EXERCISE PRICE. Payment of the Exercise Price shall
                  be made to the Company in cash or other immediately available
                  funds.

         (c)      ISSUANCE OF SHARES OF COMMON STOCK. Upon receipt by the
                  Company of this Warrant at its Principal Office in proper form
                  for exercise, and accompanied by payment of the Exercise Price
                  as aforesaid, the Holder shall be deemed to be the holder of
                  record of the shares of Common Stock issuable upon such
                  exercise, notwithstanding that certificates representing such
                  shares of Common Stock may not then be actually delivered.
                  Upon such surrender of this Warrant and payment of the
                  Exercise Price as aforesaid, the Company shall issue and cause
                  to be delivered with all reasonable dispatch to, or upon the
                  written order of, the Holder (and in such name or names as the
                  Holder may designate) a certificate or certificates for the
                  Exercise Amount.

         (d)      FRACTIONAL SHARES. The Company shall not be required to
                  deliver fractions of shares of Common Stock upon exercise of
                  this Warrant. If any fraction of a share of Common Stock would
                  be deliverable upon an exercise of this Warrant, the Company
                  may, in lieu of delivering such fraction of a share of Common
                  Stock, make a cash payment to the Holder in an amount equal to



                                       2
<PAGE>

                  the same fraction of the Fair Market Value Per Share (defined
                  below) determined as of the Business Day immediately preceding
                  the date of exercise of this Warrant. As used herein, "FAIR
                  MARKET VALUE PER SHARE" means as of a particular date the
                  average (weighted by daily trading volume) of the closing
                  prices of the Class A Common Stock on all securities exchanges
                  on which such security may be listed at the time, or, if there
                  has been no sales on any such exchange on any day, or, if on
                  any day such security is not so listed, the average of the
                  representative bid and asked prices quoted in the NASDAQ
                  System as of 4:00 P.M., New York City time, or, if on any day
                  such security is not quoted in the NASDAQ System, the average
                  of the highest bid and lowest asked prices on such day in the
                  domestic over-the-counter market as reported by the National
                  Quotation Bureau, Incorporated or any similar successor
                  organization, in each such case averaged over a period of 20
                  days consisting of the day as of which the "Fair Market Value
                  Per Share" is being determined and the 19 consecutive trading
                  days prior to such day.

         (e)      PARTIAL EXERCISE. In the event of a partial exercise of this
                  Warrant, the Company shall issue to the Holder a Warrant in
                  like form for the unexercised portion thereof.

SECTION  3. PAYMENT OF TAXES. The Company shall pay all stamp taxes attributable
         to the initial issuance of shares or other securities issuable upon the
         exercise of this Warrant or issuable pursuant to Section 6 hereof,
         excluding any tax or taxes which may be payable because of the transfer
         involved in the issuance or delivery of any certificates for shares or
         other securities in a name other than that of the Holder in respect of
         which such shares or securities are issued.

SECTION  4. REPLACEMENT WARRANT. In case this Warrant is mutilated, lost, stolen
         or destroyed, the Company shall issue and deliver in exchange and
         substitution for and upon cancellation of the mutilated Warrant, or in
         lieu of and in substitution for the Warrant lost, stolen or destroyed,
         a new Warrant of like tenor and representing an equivalent right or
         interest, but only upon receipt of evidence reasonably satisfactory to
         the Company of such loss, theft or destruction of such Warrant and upon
         receipt of indemnity reasonably satisfactory to the Company provided
         that if the Holder is a financial institution or other institutional
         investor its own agreement shall be satisfactory.

SECTION  5. RESERVATION OF COMMON STOCK AND OTHER COVENANTS.

         (a)      RESERVATION OF AUTHORIZED COMMON STOCK. The Company shall at
                  all times reserve and keep available out of the aggregate of
                  its authorized but unissued shares, free of preemptive rights,
                  such number of its duly authorized shares of Class A Common
                  Stock and Class B Common Stock, or other stock or securities
                  deliverable pursuant to Section 6 hereof, as shall be
                  sufficient to enable the Company at any time to fulfill all of
                  its obligations under this Warrant.

         (b)      AFFIRMATIVE ACTIONS TO PERMIT EXERCISE AND REALIZATION OF
                  BENEFITS. If any shares of Common Stock reserved or to be
                  reserved for the purpose of the exercise of this Warrant, or
                  any shares or other securities reserved or to be reserved for


                                       3
<PAGE>


                  the purpose of issuance pursuant to Section 6 hereof, require
                  registration with or approval of any governmental authority
                  under any federal or state law (other than securities laws)
                  before such shares or other securities may be validly
                  delivered upon exercise of this Warrant, then the Company
                  covenants that it will, at its sole expense, use its
                  reasonable best efforts to secure upon and after exercise of
                  this Warrant such registration or approval, as the case may be
                  (including but not limited to approvals or expirations of
                  waiting periods required under the Hart Scott Rodino Antitrust
                  Improvements Act).

         (c)      REGULATORY REQUIREMENTS AND RESTRICTIONS. In the event of any
                  reasonable determination by the Holder that, by reason of any
                  existing or future federal or state law, statute, rule,
                  regulation, guideline, order, court or administrative ruling,
                  request or directive (whether or not having the force of law
                  and whether or not failure to comply therewith would be
                  unlawful) (collectively, a "REGULATORY REQUIREMENT"), the
                  Holder is effectively restricted or prohibited from holding
                  this Warrant or any shares of Common Stock issuable upon
                  exercise of this Warrant, any shares of Class A Common Stock
                  into which shares of Class B Common Stock are convertible or
                  any shares or other securities issuable pursuant to Section 6
                  hereof (such shares or other securities collectively, the
                  "Warrant Shares"), or otherwise realizing upon or receiving
                  the benefits intended under this Warrant, the Company shall
                  use its reasonable best efforts to take such action as the
                  Holder and the Company shall jointly agree in good faith to be
                  reasonably necessary to permit the Holder to comply with such
                  Regulatory Requirement, with the costs of same for the account
                  of the Company.

         (d)      VALIDLY ISSUED SHARES. The Company covenants that all shares
                  of Common Stock that may be delivered upon exercise of this
                  Warrant (including any shares or other securities issued
                  pursuant to Section 6 hereof), assuming full payment of the
                  Exercise Price, shall upon delivery by the Company be duly
                  authorized and validly issued, fully paid and nonassessable,
                  free from all stamp taxes, liens and charges with respect to
                  the issue or delivery thereof and otherwise free of all other
                  security interests, encumbrances and claims of any nature
                  whatsoever.

         (e)      LISTING. If the Warrant Shares require listing on any
                  securities exchange, before such shares or securities may be
                  issued upon exercise, the Company will, at its expense and as
                  expeditiously as possible, use its best efforts to cause such
                  shares or securities to be duly listed on such securities
                  exchange.

SECTION  6. ADJUSTMENTS TO AGGREGATE NUMBER.

         Under certain conditions, the Exercise Price and Aggregate Number shall
be adjusted as set forth in this Section 6. Upon each adjustment of the
Aggregate Number, the Exercise Price shall be adjusted by multiplying the
Exercise Price then in effect by a fraction, the numerator of which shall be the
Aggregate Number immediately prior to such adjustment, and the denominator of
which shall be the Aggregate Number immediately following such adjustment.




                                       4
<PAGE>

         (a)      STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. In case at any
                  time or from time to time the Company shall: (i) issue to the
                  holders of any of its Common Stock, a dividend payable in, or
                  other distribution of, Common Stock (a "Stock Dividend"),
                  subdivide its outstanding shares of Common Stock into a larger
                  number of shares of Common Stock, including without limitation
                  by means of a stock split (a "Stock Subdivision"), or combine
                  its outstanding shares of Common Stock into a smaller number
                  of shares of Common Stock (a "Stock Combination"), then the
                  Aggregate Number in effect immediately prior thereto shall be
                  (1) proportionately increased in the case of a Stock Dividend
                  or a Stock Subdivision and (2) proportionately decreased in
                  the case of a Stock Combination. In the event the Company
                  shall declare or pay, without consideration, any dividend on
                  the Common Stock payable in any right to acquire Common Stock
                  for no consideration, then the Company shall be deemed to have
                  made a Stock Dividend in an amount of shares equal to the
                  maximum number of shares issuable upon exercise of such rights
                  to acquire Common Stock. An adjustment made pursuant to this
                  Section 6 shall become effective retroactively (x) in the case
                  of any Stock Dividend to a date immediately following the
                  close of business on the record date for the determination of
                  holders of shares of Common Stock entitled to receive such
                  Stock Dividend, or (y) in the case of any such Stock
                  Subdivision to the close of business on the date upon which
                  such corporate action becomes effective.

         (b)      CHANGES IN COMMON STOCK. In case at any time the Company shall
                  initiate any transaction or be a party to any transaction
                  (including, without limitation, a merger, consolidation, share
                  exchange, sale, lease or other disposition of all or
                  substantially all of the Company's assets, liquidation,
                  recapitalization or reclassification of the Company's
                  securities) in connection with which the then outstanding
                  shares of Common Stock shall be changed into or exchanged for
                  different securities of the Company or capital stock or other
                  securities of another corporation or interests in a
                  non-corporate entity or other property (including cash) or any
                  combination of the foregoing (each such transaction being
                  herein called a "TRANSACTION"), then, as a condition of the
                  consummation of the Transaction, lawful, enforceable and
                  adequate provision shall be made so that the Holder shall be
                  entitled to elect by written notice to the Company to receive
                  (i) a new warrant in form and substance similar to, and in
                  exchange for, this Warrant to purchase all or a portion of



                                       5
<PAGE>

                  such securities or other property or (ii) upon exercise of
                  this Warrant at any time on or after the consummation of the
                  Transaction, in lieu of shares of Common Stock issuable upon
                  such exercise prior to such consummation, the securities or
                  other property (including cash) to which such Holder would
                  have been entitled upon consummation of the Transaction if
                  such Holder had exercised this Warrant immediately prior
                  thereto (subject to adjustments from and after the
                  consummation date as nearly equivalent as possible to the
                  adjustments provided for in this Section 6). The Company will
                  not effect any Transaction unless prior to the consummation
                  thereof each corporation or other entity (other than the
                  Company) which may be required to deliver any new warrant,
                  securities or other property as provided herein shall assume,
                  by written instrument delivered to the Holder, the obligation
                  to deliver to such Holder such new warrant, securities or
                  other property as in accordance with the foregoing provisions
                  such Holder may be entitled to receive and such corporation or
                  entity shall have similarly delivered to the Holder an opinion
                  of counsel for such corporation or entity, satisfactory to the
                  Holder, which opinion shall state that all of the terms of the
                  new warrant or this Warrant shall be enforceable against the
                  Company and such corporation or entity in accordance with the
                  terms hereof and thereof, together with such other matters as
                  the Holder may reasonably request. The foregoing provisions of
                  this Section 6(b) shall similarly apply to successive
                  Transactions.

         (c)      ADJUSTMENT NOTICE. Whenever the Aggregate Number is to be
                  adjusted pursuant to this Section 6, unless otherwise agreed
                  by the Holder, the Company shall promptly (and in any event
                  within 10 Business Days after the event requiring the
                  adjustment) prepare a certificate signed by the chief
                  financial officer of the Company, setting forth, in reasonable
                  detail, the event requiring the adjustment and the method by
                  which such adjustment is to be calculated. The Company shall
                  promptly cause a copy of such certificate to be delivered to
                  the Holder. The Company shall keep at its Principal Office
                  copies of all such certificates and cause the same to be
                  available for inspection at said office during normal business
                  hours by the Holder or any prospective purchaser of the
                  Warrant (in whole or in part). The Company shall also notify
                  the Holders of (i) any capital reorganization or
                  reclassification of the capital stock of the Company or share
                  exchange or merger with, or sale, disposition or other
                  conveyance of all or substantially all of its assets to, any
                  Person and (ii) the Company (or any other party) shall
                  institute any proceeding seeking an order for relief under
                  Federal Bankruptcy laws or seeking to adjudicate the Company
                  as bankrupt or insolvent, or seeking dissolution, liquidation
                  or winding up of the Company or seeking reorganization under
                  any law relating to bankruptcy or insolvency.

SECTION  7. NO DILUTION OR IMPAIRMENT.

         (a)      The Company will not, by amendment of its Articles of
                  Incorporation or through any reorganization, recapitalization,
                  transfer of assets, consolidation, merger, share exchange,
                  dissolution or any other voluntary action, avoid or seek to
                  avoid the observance or performance of any of the terms of
                  this Warrant, including without limitation the adjustments
                  required under Section 6 hereof, and will at all times in good
                  faith assist in the carrying out of all such terms and in
                  taking of all such action as may be necessary or appropriate
                  to protect the rights of the Holder against dilution or other
                  impairment. Without limiting the generality of the foregoing
                  and notwithstanding any other provision of this Warrant to the
                  contrary (including by way of implication), the Company (a)
                  will not increase the par value of any shares of Common Stock
                  receivable on the exercise of this Warrant above the amount
                  payable therefor on such exercise or (b) will take all such
                  action as may be necessary or appropriate so that the Company
                  may validly and legally issue fully paid and nonassessable
                  shares of Common Stock on the exercise of this Warrant.



                                       6
<PAGE>

(b)               CERTAIN EVENTS. If any event occurs as to which the provisions
                  of this Warrant are not strictly applicable or, if strictly
                  applicable, would not fairly protect the rights of the Holder
                  in accordance with the essential intent and principles of such
                  provisions, then the Company and the Holder shall make an
                  adjustment in the application of such provisions, in
                  accordance with such essential intent and principles, so as to
                  protect the Holder's rights as aforesaid.

SECTION 8.  TRANSFERS OF THE WARRANT.

         (a)      GENERALLY. Subject to the restrictions set forth in this
                  Section 8, the Holder may at any time and from time to time
                  freely transfer this Warrant and the Warrant Shares in whole
                  or in part.

         (b)      COMPLIANCE WITH SECURITIES LAWS. The Holder agrees that the
                  Warrant may not be sold or otherwise disposed of except
                  pursuant to an effective registration statement under the
                  Securities Act and applicable state securities laws or
                  pursuant to an applicable exemption from the registration
                  requirements of the Securities Act and such state securities
                  laws. In the event that the Holder transfers this Warrant
                  pursuant to an applicable exemption from registration, the
                  Company may request, at its expense, an opinion of counsel
                  that the proposed transfer does not violate the Securities Act
                  and applicable state securities laws.

SECTION  9. SURVIVAL OF PROVISIONS. Notwithstanding the full exercise by the
         Holder of its rights to purchase Common Stock hereunder, the provisions
         of Sections 3, 5(c), 5(d), 5(e) and 9 through 18 of this Warrant shall
         survive such exercise and the Expiration Date.

SECTION  10. DELAYS, OMISSIONS AND INDULGENCES. It is agreed that no delay or
         omission to exercise any right, power or remedy accruing to the Holder
         upon any breach or default of the Company under this Warrant shall
         impair any such right, power or remedy, nor shall it be construed to be
         a waiver of any such breach or default, or any acquiescence therein, or
         of or in any similar breach or default thereafter occurring; nor shall
         any waiver of any single breach or default be deemed a waiver of any
         other breach or default theretofore or thereafter occurring. It is
         further agreed that any waiver, permit, consent or approval of any kind
         or character on the Holder's part of any breach or default under this
         Warrant, or any waiver on the Holder's part of any provisions or
         conditions of this Warrant must be in writing and that all remedies,
         either under this Warrant, or by law or otherwise afforded to the
         Holder, shall be cumulative and not alternative.

SECTION  11. RIGHTS OF TRANSFEREES. Subject to the provisions of Section 8, the
         rights granted to the Holder hereunder of this Warrant shall pass to
         and inure to the benefit of all subsequent transferees of all or any
         portion of the Warrant (provided that the Holder and any transferee
         shall hold such rights in proportion to their respective ownership of
         the Warrant and Warrant Shares) until extinguished pursuant to the
         terms hereof.

SECTION  12. CAPTIONS. The titles and captions of the Sections and other
         provisions of this Warrant are for convenience of reference only and
         are not to be considered in construing this Warrant.



                                       7
<PAGE>

SECTION  13. NOTICES.

         All notices, demands and other communications provided for or permitted
hereunder shall be made in writing and shall be by registered or certified
first-class mail, return receipt requested, telecopy, overnight courier service
or personal delivery:

         (a)      IF TO THE COMPANY:

                  Cumulus Media Inc.
                  3535 Piedmont Road
                  Bldg. 14, Suite 1400
                  Atlanta, GA 30305
                  Attention:  Chief Executive Officer
                  Telecopy No.:  (404) 949-0740

                  with a copy to:

                  Jones, Day, Reavis & Pogue
                  3500 SunTrust Plaza
                  303 Peachtree Street, NE
                  Atlanta, GA 30308
                  Attention: John E. Zamer, Esq.
                  Telecopy No.:  (404) 581-8330

         (b)      IF TO THE HOLDER:

                  BancAmerica Capital Investors SBIC I, L.P.
                  Bank of America Corporate Center
                  25th Floor
                  100 North Tyron Street
                  Charlotte, NC 28255-0001
                  Attn.: Robert H. Sheridan, III
                  Telecopy No:  (704) 386-6432

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial overnight courier service; five Business
Days after being deposited in the mail, postage prepaid, if mailed; and when
receipt is acknowledged, if telecopied.

SECTION  14. SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon and
         inure to the benefit of the parties hereto and their respective
         successors and assigns, provided that the Company shall have no right
         to assign its rights, or to delegate its obligations, hereunder without
         the prior written consent of the Holder.

SECTION  15. SEVERABILITY. If any one or more of the provisions contained
         herein, or the application thereof in any circumstance, is held
         invalid, illegal or unenforceable in any respect for any reason, the
         validity, legality and enforceability of any such provision in every



                                       8
<PAGE>

         other respect and of the remaining provisions hereof shall not be in
         any way impaired, unless the provisions held invalid, illegal or
         unenforceable shall substantially impair the benefits of the remaining
         provisions hereof.

SECTION  16. GOVERNING LAW. This Warrant is to be construed and enforced in
         accordance with and governed by the laws of the State of Illinois and
         without regard to the principles of conflicts of law of such state.

SECTION  17. ENTIRE AGREEMENT. This Warrant is intended by the parties as a
         final expression of their agreement and is intended to be a complete
         and exclusive statement of the agreement and understanding of the
         parties hereto in respect of the subject matter contained herein and
         therein.

SECTION  18. RULES OF CONSTRUCTION. Unless the context otherwise requires "or"
         is not exclusive, and references to sections or subsections refer to
         sections or subsections of this Warrant. All pronouns and any
         variations thereof refer to the masculine, feminine or neuter, singular
         or plural, as the context may require.

                   [Remainder of Page Intentionally Omitted.]




                                       9
<PAGE>



         IN WITNESS WHEREOF, the Company has caused this Warrant to be issued
and executed in its corporate name by its duly authorized officers and its
corporate seal to be affixed hereto as of the date below written.

                                   CUMULUS MEDIA INC.



                                   By: /s/ MARTIN R. GAUSVIK
                                       ------------------------------------
                                          Name:  Martin R. Gausvik
                                          Title: Executive Vice President and
                                                 Chief Financial Officer









                                       10
<PAGE>
                                                                       EXHIBIT A

                               NOTICE OF EXERCISE

To:      Cumulus Media Inc.
         3535 Piedmont Road
         Building 14, 14th Floor
         Atlanta, GA  30305
         Attn:  Chief Executive Officer

1. The undersigned, pursuant to the provisions of the attached Warrant, hereby
elects to exercise the attached Warrant with respect to ________ shares of Class
[A][B] Common Stock (the "Exercise Amount"). Capitalized terms used but not
otherwise defined herein have the meanings ascribed thereto in the attached
Warrant.

         2. The undersigned herewith tenders the Exercise Price for such shares.

         3. Please issue a certificate or certificates representing the shares
issuable in respect hereof under the terms of the attached Warrant, as follows:

                                    --------------------------------------------
                                    (Name of Record Holder/Transferee)

and deliver such certificate or certificates to the following address:

                                    --------------------------------------------
                                    (Address of Record Holder/Transferee)

         4. The undersigned represents that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.

         5. If the Exercise Amount is less than all of the shares of Class
[A][B] Common Stock purchasable under the attached Warrant, please issue a new
Warrant representing the remaining balance of such shares, as follows:

                                    --------------------------------------------
                                    (Name of Record Holder/Transferee)

and deliver such warrant to the following address:

                                    --------------------------------------------
                                    (Address of Record Holder/Transferee)

                                    --------------------------------------------
                                    (Signature)
--------------------
(Date)


                                       11