Expenses  Agreement  dated as of March 25,  1997,  among  BAL/RIVGAM  L.L.C.,  a
Delaware  limited  liability  company  (the  "Company"),   James  Balitsos  (the
"Managing  Member"),  and  Rivgam  Communicators,  L.L.C.,  a  Delaware  limited
liability company (the "Rivgam Member").


         Whereas the Company,  the Managing Member and the Rivgam Member want to
set forth  their  agreement  with  respect  to the  organizational  and  initial
operating  expenses  of the  Company.  Capitalized  terms  used  herein  but not
otherwise  defined  shall have the meanings  specified in the Limited  Liability
Company Agreement as in effect on the date hereof.

         1. Organizational  Expenses. If the Company is granted any WCS Licenses
pursuant  to the WCS  Auction,  reasonable  out-of-pocket  expenses  incurred in
connection  with the  organization  of the Company,  the bidding on WCS Licenses
(including  Licenses  not won)  and the  grant  of the WCS  Licenses  (a) by the
Managing  Member  shall be deemed  to be loans to the  Company  by the  Managing
Member (up to a maximum of $5,000)  ("Managing  Member  Loans") from the date of
grant of the WCS Licenses and shall have the same  interest rate and maturity as
loans from the  Rivgam  Member to the  Company  pursuant  to the Loan  Agreement
expected to be entered into prior to the WCS Auction  (the  "Rivgam  Member Loan
Agreement"),  and (b) by the Rivgam Member shall deemed to be Supplemental Loans
to the Company by the Rivgam  Member (up to a maximum of $75,000  not  including
amounts loaned pursuant to the next succeeding  sentence) pursuant to the Rivgam
Member Loan Agreement  from the date of grant of the WCS Licenses.  The expenses
of Latham & Watkins  incurred on behalf of the Company in preparing  the Limited
Liability  Company  Agreement and preparing and filing the Bid Application shall
be funded by loans to the  Company  by the  Rivgam  Member  which  shall also be
deemed to be such Supplemental Loans, which loans




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shall be forgiven if the  Company is not  granted any WCS  Licenses.  As used in
this  Agreement,  "out-of-pocket  expenses"  shall  not  include  any  travel or
entertainment expenses of any party hereto or their affiliates.

         2. Initial Operating Expenses.  Reasonable  out-of-pocket  expenses for
the initial  operations of the Company (through the date of the execution by the
Company of an  Affiliation  Agreement)  incurred on behalf of the Company by the
Managing  Member shall also be deemed to be Managing  Member Loans from the date
paid (but not  earlier  than the date of grant of the WCS  Licenses);  provided,
however,  that  reasonable  out-of-pocket  expenses  (if  approved by the Rivgam
Member whose  approval shall not be  unreasonably  withheld) for counsel fees to
prepare an  application  on behalf of the  Company to bid in the WCS Auction and
for  accounting,  tax return  preparation,  any taxes required to be paid by the
Company,  and (if required by the FCC, the Rivgam  Member or any loan  agreement
with  non-Affiliates)  a formal  audit shall be  payable,  upon  demand,  by the
Company from its funds or the  proceeds of  Supplemental  Loans  (subject to the
terms and limitations in the Rivgam Member Loan Agreement).

         3. Other  Expenses.  Except as provided  herein or in the Rivgam Member
Loan Agreement,  or as otherwise  hereafter  agreed in writing signed by each of
the  parties  hereto,  each of the  Managing  Member  (both for  itself  and the
Company) and the Rivgam  Member shall bear its own expenses  through the date of
execution by the Company of an Affiliation Agreement.



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<PAGE>

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


BAL/RIVGAM, L.L.C.                          RIVGAM COMMUNICATORS, L.L.C.



By:/s/ James Balitson                      By: /s/ Stephen G. Bondi
   ----------------------                      ------------------------
   James Balitsos                              Stephen G. Bondi
   Managing Member



By: /s/ James Balitsos
   ----------------------
   James Balitsos



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