ASSIGNMENT AND PLEDGE AGREEMENT

         ASSIGNMENT AND PLEDGE AGREEMENT, dated as of December 11, 1996, made by
each of the  undersigned  partners  (hereinafter  referred to individually as an
"Assignor" and collectively as "Assignors") of JUPITER RADIO PARTNERS, a Florida
general partnership ("Borrower") in favor of AMERICAN RADIO SYSTEMS CORPORATION,
a Delaware corporation ("Lender").


                              W I T N E S S E T H:


         WHEREAS, Assignors are all of the general partners of Borrower pursuant
to that certain  Partnership  Agreement of Jupiter  Radio  Partners  dated as of
March 30, 1994 by and between Assignors (said Partnership  Agreement as amended,
supplemented or modified from time to time, the "Partnership Agreement");

         WHEREAS,   Lender  and   Borrower   have   entered  into  that  certain
Construction  Loan  Agreement  dated as of the date  hereof  (as the same may be
amended,  supplemented  or  modified  from time to time,  the "Loan  Agreement";
capitalized  terms which are  defined in the Loan  Agreement  and not  otherwise
defined herein shall have the meanings  ascribed to them in the Loan Agreement),
which  provides  for,  among other  things,  the  extending  of credit and other
financial  accommodation  by  Lender  to  Borrower  pursuant  to the  terms  and
conditions  of the Loan  Agreement  and the  other  agreements  or  arrangements
entered into in connection therewith (any extension of credit or other financial
condition  being  referred  to herein as a "Loan"  and any  writing  evidencing,
supporting or securing a Loan being a "Loan Document");

         WHEREAS,  as the partners of Borrower,  the making of Loans  accrues to
the benefit of Assignors;

         WHEREAS,  it is a  condition  precedent  to  the  Loan  Agreement  that
Borrower secure the obligations of Borrower under the Loan Agreement pursuant to
the terms and conditions of that certain Security Agreement dated as of the date
hereof in favor of Lender (as the same may be amended,  supplemented or modified
from time to time, the "Security Agreement"); and

         WHEREAS, it is a further condition precedent to the Loan Agreement that
Assignors  secure the obligations of Borrower under the Loan Agreement  pursuant
to the terms and  conditions set forth herein in this Agreement (as the same may
be amended, supplemented or modified from time to time);

         NOW,  THEREFORE,  in order to secure the  obligations  of  Borrower  to
Lender under the Loan  Agreement and for other good and valuable  consideration,
the receipt and sufficiency of which are hereby  acknowledged,  Assignors hereby
agree as follows:




<PAGE>



                              ARTICLE 1 THE PLEDGE.

         Section  1.01  Pledge.  Subject  to the  terms and  conditions  of this
Agreement,  Assignors hereby pledge,  assign and transfer to Lender and grant to
Lender  a  Lien  (as  hereinafter  defined)  on,  the  following  (the  "Pledged
Collateral"):

                  (a)  all  of  Assignors'  right,  title  and  interest  as the
         partners  in and to  Borrower,  and all rights,  title and  interest of
         Assignors or Borrower in, to and under the Partnership  Agreement,  and
         all distributions, dividends, cash, instruments and other property from
         time to time received,  receivable or otherwise  distributed in respect
         of or in  exchange  for  any or all of  Assignors'  interest  in and to
         Borrower and the Partnership Agreement; and

                  (b) all additional interest(s) in Borrower which may from time
         to time be acquired by  Assignors in any manner,  and the  certificates
         representing   such   additional   interest(s),   if   any,   and   all
         distributions,  dividends,  cash,  instruments  and other property from
         time to time received,  receivable or otherwise  distributed in respect
         of or in exchange for any or all of such interest(s).

         Section  1.02  Security for  Obligations.  This  Agreement  secures the
prompt payment when due (whether at maturity,  by  acceleration or otherwise) of
all  obligations of Borrower now or hereafter  existing under the Loan Agreement
and the other Loan Documents, whether for principal, interest, fees, expenses or
otherwise (all such obligations being referred to herein as the "Obligations").

         Section  1.03  Continuing  Agreement.  This  Agreement  shall  create a
continuing  Lien on the Pledged  Collateral  and shall  remain in full force and
effect  until  indefeasible  payment  in  full  of  the  Obligations.  Upon  the
indefeasible payment in full of the Obligations,  Assignors shall be entitled to
the  return,  upon their  request and at their  expense,  of such of the Pledged
Collateral  as shall not have been sold or  otherwise  applied  pursuant  to the
terms hereof.

         Section 1.04 Borrower  Remains Liable.  Anything herein to the contrary
notwithstanding,  (a)  Assignors  shall  remain  liable  under  the  Partnership
Agreement  to the extent set forth  therein to perform  all of their  duties and
obligations  thereunder  to the same  extent as if this  Agreement  had not been
executed,  (b) the exercise by Lender of any of the rights  hereunder  shall not
release  Assignors from any of their duties or obligations under the Partnership
Agreement,  and (c) except as expressly  provided herein,  Lender shall not have
any obligation or liability  under the  Partnership  Agreement by reason of this
Agreement,  nor shall Lender be obligated to perform any of the  obligations  or
duties of Assignor or  Borrower  thereunder  or to take any action to collect or
enforce any claim for payment assigned hereunder.


                                       -2-

<PAGE>



         Section 1.05 Security Interest Absolute. All rights and Liens of Lender
hereunder,  and all  obligations of Assignors  hereunder,  shall be absolute and
unconditional  irrespective of any defenses whatsoever  available to Borrower or
Assignors, including, but not limited to, the following:

                  (a) any extension of credit by Lender to or for the account of
         Borrower  other  than under the Loan  Agreement,  the Note or any other
         Loan Document;

                  (b)  any  lack  of  validity  or  enforceability  of any  Loan
         Document;

                  (c) any change in the time,  manner or place of payment of, or
         in any  other  term of,  all or any of the  Obligations,  or any  other
         amendment  or waiver of or any consent to any  departure  from any Loan
         Document;

                  (d) any  exchange,  release  or  non-perfection  of any  other
         collateral,  or any  release  or  amendment  or waiver of or consent to
         departure from any guaranty, for all or any of the Obligations; or

                  (e) any law, regulation or order of any jurisdiction affecting
         or purporting to affect any term of any Obligation or any Loan Document
         or Lender's rights with respect thereto.

                    ARTICLE 2 REPRESENTATIONS AND WARRANTIES.

         Assignors,  jointly and  severally,  represent and warrant to Lender as
follows:

         Section 2.01 Interest.  Etc. (a) Assignors' interests,  as set forth on
Schedule 2.01 hereof, in and to the Pledged Collateral is fully vested. Borrower
is a partnership,  duly organized,  validly  existing and in good standing under
the laws of the State of Florida. Assignors are all general partners of Borrower
and there are no partners of Borrower other than Assignors. Each Assignor to the
Partnership Agreement is a corporation duly organized,  validly existing, and in
good  standing  under  the laws of its state of  incorporation,  as set forth in
Schedule  2.01  herein.  Each  Assignor  to the  Partnership  Agreement  has the
corporate  power and authority to conduct all of the activities  conducted by it
and to own or lease all of the assets owned or leased by it.

              (b) Each Assignor to the  Partnership  Agreement has the corporate
power,  authority and legal capacity to execute and deliver this  Agreement,  to
consummate the  transactions  contemplated  hereby and to take all other actions
required to be taken by it pursuant to the provisions hereof.

              (c) The execution,  delivery and  performance of the Agreement and
the other Loan Documents executed and delivered by

                                       -3-

<PAGE>



each Assignor have been duly authorized by all necessary corporate action on the
part of each Assignor.  This Agreement and the other Loan Documents executed and
delivered  by each  Assignor  have  been duly  executed  and  delivered  by each
Assignor  and  constitute  the  legal,  valid  and  binding  obligation  of each
Assignor, enforceable against each Assignor in accordance with its terms.

              (d) Neither the execution  and delivery of this  Agreement nor the
consummation of the transactions contemplated hereby by each Assignor will (with
or  without  the  giving of  notice  thereof,  the  lapse of time or both):  (i)
conflict with any provision of such Assignor's  Certificate of  Incorporation or
By-Laws;  (ii)  conflict  with,  result in a breach of, or  constitute a default
under, any law, judgment,  order, ordinance,  decree, rule, regulation or ruling
of  any  court  or  governmental  instrumentality  which  is  applicable  to any
Assignor;  (iii) conflict with, constitute grounds for termination of, result in
a  breach  of,   constitute  a  default  under,  or  accelerate  or  permit  the
acceleration  of  any  performance  required  by  the  terms  of,  any  material
agreement,  instrument, license or permit to which any Assignor is a party or by
which it may be bound;  or (iv)  create  any Lien upon the  Pledged  Collateral,
except for the Lien created by this Agreement.

         Section  2.02  Ownership  and  Liens.   Assignors  are  the  legal  and
beneficial  owners  of the  Pledged  Collateral  free  and  clear  of  any  lien
(statutory or otherwise),  security interest, mortgage, deed of trust, priority,
pledge, charge, conditional sale, title retention agreement,  financing lease or
other  encumbrance  or similar right of others,  or any agreement to give any of
the of the  foregoing  (collectively  a "Lien"),  except for the Lien created by
this Agreement.

         Section 2.03 Perfection.  The pledge of the Pledged Collateral pursuant
to this  Agreement  creates a valid and  perfected  first  priority  Lien on the
Pledged Collateral, securing the payment of the Obligations.

         Section 2.04 No Authorization Required.  Except for any necessary prior
consent of, and filing with, the Federal  Communications  Commission ("FCC"), no
other  authorization,  approval,  or other action by, and no notice to or filing
with, any other governmental authority or any other regulatory body is required,
either (a) for the pledge by  Assignors  of the Pledged  Collateral  pursuant to
this Agreement or for the  execution,  delivery or performance of this Agreement
by  Assignors,  or (b) for the  exercise by Lender of the voting or other rights
provided  for in this  Agreement  or the  remedies  in  respect  of the  Pledged
Collateral  pursuant to this Agreement  (except as may be required in connection
with such  disposition  by laws  affecting  the offering and sale of  securities
generally).   Notwithstanding  anything  to  the  contrary,  including,  without
limitation,  the provisions of Article VI of the Partnership Agreement, no other
consent of the partners of Borrower is required for the execution,  delivery and
performance by Assignors of this Agreement.


                                       -4-

<PAGE>


                              ARTICLE 3 COVENANTS.

         Section 3.01 Further  Assurances.  Assignors agree that at any time and
from time to time, at the expense of Assignors,  Assignors will promptly execute
and  deliver  all  further   instruments  and  documents,   including,   without
limitation,  the execution and delivery of any applications or related documents
necessary to obtain FCC authorization,  and take all further action, that may be
necessary or that Lender may reasonably request, in order to perfect and protect
any Lien  granted  or  purported  to be  granted  hereby or to enable  Lender to
exercise  and  enforce its rights and  remedies  hereunder  with  respect to any
Pledged Collateral.

         Section 3.02 Transfers and Other Liens.  Assignors agree that they will
not (i) sell or  otherwise  dispose of, or grant any option with respect to, any
of the  Pledged  Collateral,  or (ii) create or permit to exist any Lien upon or
with respect to any of the Pledged  Collateral,  except for the Lien in favor of
Lender under this Agreement.

                                ARTICLE 4 LENDER.

         Section  4.01  Lender  Appointed  Attorney-in-Fact.   Assignors  hereby
irrevocably appoint Lender as Assignors'  attorney-in-fact,  with full authority
in the  place  and  stead of  Assignors  (and  each of them)  and in the name of
Assignors  (and  each of  them)  or  otherwise,  from  time to time in  Lender's
discretion  to take any action and to execute any  instrument  which  Lender may
reasonably  deem  necessary  or  advisable  to  accomplish  the purposes of this
Agreement,  including,  without limitation,  to receive, indorse and collect all
instruments  made  payable  to  Assignors  (or  any of  them)  representing  any
dividend,  interest  payment or other  distribution  in  respect of the  Pledged
Collateral or any part thereof and to give full discharge for the same.

         Section  4.02  Lender May  Perform.  If  Assignors  fail to perform any
agreement contained herein,  Lender may itself perform, or cause performance of,
such  agreement,  and the expenses of Lender  incurred in  connection  therewith
shall be payable by Assignors under Section 6.02 hereof.

         Section 4.03 Reasonable Care.  Lender shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession,   if  any,  if  the  Pledged   Collateral   is  accorded   treatment
substantially  equal to that which Lender accords its own similar  property,  it
being understood that Lender shall not have  responsibility for (a) ascertaining
or taking  action with  respect to calls,  conversions,  exchanges,  maturities,
tenders or other matters relative to any

                                       -5-

<PAGE>



Pledged Collateral,  whether or not Lender has or is deemed to have knowledge of
such matters,  or (b) taking any necessary  steps to preserve rights against any
parties with respect to any Pledged Collateral.


                               ARTICLE 5 DEFAULT.

         Section 5.01 Voting Rights;  Dividends;  Etc. (a) So long as no Default
or Event of Default shall have occurred and be continuing:

                  (i) Assignors shall be entitled to exercise any and all voting
         and other consensual rights pertaining to the Pledged Collateral or any
         part  thereof for any purpose not  inconsistent  with the terms of this
         Agreement or the Loan  Agreement;  provided,  however,  that  Assignors
         shall not exercise or shall refrain from  exercising any such right if,
         in Lender's judgment,  such action would have a material adverse effect
         on the  value  of the  Pledged  Collateral  or any part  thereof,  and,
         provided,  further,  that Assignors shall give Lender at least 10 days'
         written  notice of the manner in which it intends to  exercise,  or the
         reasons for refraining from exercising, any such right.

                  (ii) Assignors shall be entitled to receive and retain any and
         all dividends  and interest paid in respect of the Pledged  Collateral;
         provided,  however,  that any and all (A) distributions,  dividends and
         interest  paid  or  payable  other  than in cash  in  respect  of,  and
         instruments  and  other  property  received,  receivable  or  otherwise
         distributed in respect of, or in exchange for, any Pledged  Collateral,
         (B)  distributions  paid or payable  in cash in respect of any  Pledged
         Collateral  in  connection  with a  partial  or  total  liquidation  or
         dissolution  or in  connection  with a reduction  of  capital,  capital
         surplus or  paid-in-surplus,  and (C) cash paid,  payable or  otherwise
         distributed  in respect of  principal  of, or in  redemption  of, or in
         exchange for, any Pledged Collateral,  shall be, and shall be forthwith
         delivered  to Lender  to hold as,  Pledged  Collateral  and  shall,  if
         received by Assignors,  be received in trust for the benefit of Lender,
         be segregated  from the other  property or funds of  Assignors,  and be
         forthwith delivered to Lender as Pledged Collateral in the same form as
         so received (with any necessary indorsement).

                  (b)  Upon the  occurrence  and  during  the  continuance  of a
Default or Event of Default, subject to and following any required FCC consent:

                  (i) All rights of  Assignors  to exercise the voting and other
         consensual  rights  which they would  otherwise be entitled to exercise
         pursuant  to  Section  5.01(a)(i)  and to  receive  the  dividends  and
         interest  payments which they would  otherwise be authorized to receive
         and retain pursuant to

                                       -6-

<PAGE>



         Section  5.01(a)(ii)  shall cease,  and all such rights shall thereupon
         become  vested in Lender which shall  thereupon  have the sole right to
         exercise  such  voting and other  consensual  rights and to receive and
         hold as Pledged Collateral such dividends and interest payments.

                  (ii) All  distributions  and other payments which are received
         by  Assignors  contrary  to the  provisions  of  paragraph  (i) of this
         Section  5.01(b)  shall be received in trust for the benefit of Lender,
         shall  be  segregated  from  other  funds  of  Assignors  and  shall be
         forthwith paid over to Lender as Pledged Collateral in the same form as
         so received (with any necessary indorsement).

         Section 5.02 Remedies upon Default.  If any Event of Default shall have
occurred and be continuing, subject to the grant of any required FCC consents:

                  (a) Lender may exercise in respect of the Pledged  Collateral,
         in  addition  to other  rights  and  remedies  provided  for  herein or
         otherwise  available  to it, all the rights and  remedies  of a secured
         party on  default  under the  Uniform  Commercial  Code (the  "UCC") in
         effect in the State of  Florida  at that  time,  and  Lender  may also,
         without notice except as specified below, but subject to the provisions
         of Article VI of the Partnership Agreement, sell the Pledged Collateral
         or any part thereof in one or more  parcels at public or private  sale,
         at any  exchange,  broker's  board  or at any of  Lender's  offices  or
         elsewhere,  for cash,  on credit or for  future  delivery,  and at such
         price  or  prices  and  upon  such  other  terms  as  Lender  may  deem
         commercially reasonable.  Assignors agree that, to the extent notice of
         sale shall be required by law and that the  provisions of Article VI of
         the  Partnership  Agreement  are  waived,  then at least 10 days' prior
         notice to  Assignors  of the time and place of any  public  sale or the
         time  after  which  any  private  sale is to be made  shall  constitute
         reasonable notification. Lender shall not be obligated to make any sale
         of Pledged  Collateral  regardless of notice of sale having been given.
         Lender may  adjourn  any  public or  private  sale from time to time by
         announcement at the time and place fixed  therefor,  and such sale may,
         without further  notice,  be made at the time and place to which it was
         so adjourned.

                  (b) Any cash held by Lender as Pledged Collateral and all cash
         proceeds  received by Lender in respect of any sale or collection  from
         or other  realization  upon all or any part of the  Pledged  Collateral
         may, in the discretion of Lender,  be held by Lender as collateral for,
         and/or then or at any time  thereafter  applied  (after  payment of any
         amounts payable to Lender pursuant to Section 6.02) in whole or in part
         by Lender against,  all or any part of the Obligations in such order as
         Lender shall elect.  Any surplus of such cash or cash  proceeds held by
         Lender and remaining after payment in full of all the Obligations shall
         be paid over to

                                       -7-

<PAGE>



         Assignors  or to  whomsoever  may be lawfully  entitled to receive such
         surplus.

                  (c)  Assignors and Borrower  agree to execute any  application
         and all related  documents as Lender may  reasonably  request to obtain
         authorization  for the  assignment  of any  licenses,  or  transfer  of
         control of the Borrower  pursuant to the rules and  regulations  of the
         FCC upon the occurrence of an Event of Default.


                            ARTICLE 6 MISCELLANEOUS.

         Section 6.01  Amendments.  Etc. No amendment or waiver of any provision
of this Agreement nor consent to any departure by Assignors  herefrom,  shall in
any event be effective unless the same shall be in writing and signed by Lender,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

         Section 6.02 Expenses  Indemnification  Etc.  Assignors shall indemnify
Lender for all  reasonable  costs,  expenses,  and  charges  (including  without
limitation, reasonable fees and charges of legal counsel for Lender) incurred by
Lender in connection with the enforcement of this Agreement,  including  without
limitation,  any expenses  incurred in connection with  assembling,  collecting,
maintaining,  preserving or protecting  the Pledged  Collateral.  Subject to the
limitations  set forth in Section  7.3(b) of the Loan  Agreement,  Assignors and
Borrower agree to indemnify  Lender from and against any and all claims,  losses
and  liabilities  growing out of or resulting  from this  Agreement  (including,
without  limitation,  enforcement of this Agreement),  except claims,  losses or
liabilities resulting from Lender's gross negligence or willful misconduct.  The
obligations  of Assignors  and Borrower  under this  Section  shall  survive the
termination of this Agreement.

         Section  6.03  Notices.  Unless  the  party  to be  notified  otherwise
notifies the other party in writing,  notices shall be given in accordance  with
the  provisions of the Loan  Agreement.  All notices to an  individual  Assignor
shall be sent in accordance with the notice provisions in the Loan Agreement for
Borrower.

         Section 6.04 Transfer of Loan  Documents.  This Agreement  shall (a) be
binding upon Assignors,  their successors and permitted assigns,  and (b) inure,
together  with the rights and  remedies of Lender  hereunder,  to the benefit of
Lender  and its  successors,  transferees  and  assigns.  Without  limiting  the
generality of the foregoing clause (b), Lender may assign or otherwise  transfer
the Loan Documents,  or grant participations therein held by any other person or
entity,  and such other person or entity shall thereupon  become vested with all
the benefits in respect thereof granted to Lender herein or otherwise. Assignors
shall  have no  right  whatsoever  to  assign  or  otherwise  transfer  the Loan
Documents.

                                       -8-

<PAGE>

         Section 6.05 GOVERNING LAW JURISDICTION; TERMS. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF FLORIDA,
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE LIEN  HEREUNDER,  OR
REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR PLEDGED COLLATERAL ARE GOVERNED
BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF FLORIDA.  UNLESS OTHERWISE
DEFINED  HEREIN OR IN THE LOAN  AGREEMENT,  TERMS  DEFINED  IN  ARTICLE 9 OF THE
UNIFORM  COMMERCIAL  CODE IN THE STATE OF  FLORIDA  ARE USED  HEREIN AS  THEREIN
DEFINED.

         Section 6.06 No Partnership  Relationship.  Notwithstanding anything to
the contrary,  until such time, if any, as Lender shall  exercise its rights and
remedies under Article 5 hereof, nothing contained herein or elsewhere shall (a)
be  construed  as  creating  any  partnership  or joint  venture  or other  like
arrangement or relationship  between Lender on the one hand and Assignors on the
other hand, and (b) Lender shall have no obligations or duties  whatsoever under
the  Partnership  Agreement or as a general partner of Borrower by virtue of the
execution and delivery of this Agreement.

         Section 6.07 Partnership Agreement. For so long as this Agreement shall
remain in effect, Assignors agree that they shall not amend, waive or modify, or
cause to be amended, waived or modified, any term, condition or provision of the
Partnership  Agreement without the consent of Lender, which consent shall not be
unreasonably withheld or delayed.

         Section 6.08  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which shall be deemed an original  and all of which
taken together shall constitute a single agreement.

         IN WITNESS WHEREOF,  Each Assignor has caused this Agreement to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.

                                             INTERMART BROADCASTING OF
                                             PALM BEACH, INC.


                                             By: /s/ Patricia S. Dahlin
                                                Name: Patricia S. Dahlin
                                                Title: Vice President


                                             JUPITER RADIO BROADCASTING, INC.


                                             By: /s/ Michael M. Tuchman
                                                Name: Michael M. Tuchman
                                                Title: President


                                             SUN OVER JUPITER BROADCASTING, INC.


                                             By: /s/ George Edward Pine
                                                Name: George Edward Pine
                                                Title: President

                                       -9-
<PAGE>



                                                            Schedule 2.01



                             Jupiter Radio Partners


                                    State of                  Percentage
Name of Partner                     Incorporation             Interest
---------------                     -------------             ----------

1. Jupiter Radio
   Broadcasting, Inc.               Florida                   33.3333%

2. Sun Over Jupiter
   Broadcasting, Inc.               Delaware                  33.3333%

3. *InterMart Broadcasting
    of Palm Beach, Inc.             Florida                   33.3333%
















*  Serves as the Managing General Partner of the Partnership.

                                       11