PROMISSORY NOTE

                        Lancaster-York Broadcasting, LLC


$3,000,000.00                                                    August 11, 1998

     FOR VALUE RECEIVED,  LANCASTER-YORK  BROADCASTING,  LLC, a Virginia limited
liability  company  (the  "Maker")  promises  to pay to  READING  RADIO,  INC. a
Virginia  Corporation,  or order (the  "Holder"),  in lawful money of the United
States of  America,  the  principal  sum of Three  Million  and  No/100  Dollars
($3,000,000.00),  with interest on the unpaid  principal  balance  hereof at the
prime rate per annum from the date  hereof  until  paid,  such rate for each one
calendar  month period to be the prime rate as last  reported in the Wall Street
Journal on the first day of such month, payable as follows: interest only, first
payable on December 31, 1999 and annually thereafter on December 31 of each year
until  December  31,  2003 when all  unpaid  principal  and  accrued  but unpaid
interest hereunder shall become due and payable in full.

     Any of the  following  shall  constitute  an "Event of Default"  under this
Note:

     (a) any failure of the Maker to make any scheduled  payment of principal or
interest  on this  Note  to the  Holder  when  due and  payable,  which  failure
continues for a period of at least thirty (30)  consecutive  calendar days after
written notice of such failure has been given to the Maker by the Holder,

     (b) Maker's  commencement  of a voluntary case under and within the meaning
of the United States Bankruptcy Code as may then be in effect (the "Code"), or

     (c)  entry by a court of  competent  jurisdiction  of an order  for  relief
against the Maker in an involuntary  case commenced  against the Maker under and
within  the  meaning  of the Code,  or  appointing  an  interim  trustee to take
possession of the Maker's assets, or ordering the liquidation of the Maker, and,
in each case,  ninety (90)  consecutive  calendar  days shall have elapsed since
entry of any such order,  such order shall then be unstayed and  effective,  and
such involuntary case shall then still be pending and not dismissed.

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     Upon the occurrence and during the continuation of an Event of Default, the
Holder,  at its election made by a written notice to the Maker,  may declare all
of the then unpaid  principal  balance of this Note,  together with any interest
accrued  thereon,  to be, and they shall thereupon  become,  immediately due and
payable without  presentment,  demand,  protest or other notice of any kind. The
foregoing election and notice shall be deemed to have been  automatically  given
without  further action by the Holder upon the occurrence of an Event of Default
described in subparagraph (b) or (c) above.

     The Maker may prepay the  amount due  hereunder  in whole or in part at any
time and from time to time without  penalty or premium,  provided  that any sums
paid as partial payment shall not disturb the continuity of payments.

     The Maker hereby waives presentment,  demand, protest and notice of protest
and dishonor,  as well as any Homestead or other  exemption as to this debt, and
the  Maker  agrees  to be  bound  for the  payment  hereof  notwithstanding  any
agreement for the extension of the due date of any  installment of principal and
interest made by the Holder after the maturity hereof or thereof. The Maker also
waives  any  right to  require  the  Holder to  proceed  against  any  person or
property.

     References to the Maker shall include the  undersigned  and all  endorsers,
sureties, guarantors and other obligors hereunder.

     The Maker agrees to pay all reasonable attorneys' fees that may be incurred
in  collecting  this Note after an Event of  Default  has  occurred,  but not to
exceed five percent (5%) of any then due and payable principal balance.

     IN WITNESS  WHEREOF,  Maker has caused this Note to be executed by its duly
authorized officer as of the day, month, and year first set forth above.


                                            Lancaster-York Broadcasting, LLC
                                            by:  Lancaster-York Management, Inc.
                                            its Manager


                                            by:
                                               ---------------------------------
                                                 a duly authorized officer

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