OPTION AGREEMENT


         OPTION AGREEMENT (this "Agreement"), dated as of September 20, 1996, by
and between  Jupiter  Radio  Partners,  a Florida  partnership  ("Seller"),  and
American Radio Systems Corporation, a Delaware corporation ("Buyer").

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


                        ARTICLE 1. ASSET PURCHASE OPTION

         Section 1.1 Option.  Seller  hereby  grants to Buyer an  exclusive  and
irrevocable option (the "Option") to purchase for the Purchase Price (as defined
in Section 1.03 below) all of the tangible and intangible  assets (the "Assets")
owned by Seller or used by Seller in  connection  with the  business  of Station
WTPX(FM), Jupiter, Florida (the "Station"), except for (i) Seller's cash or cash
equivalents  on  hand or on  deposit  and  (ii)  Seller's  accounts  receivable.
Notwithstanding  anything to the  contrary  contained  herein,  no rights in the
Assets  shall  transfer  until (a) the Station has begun to operate  pursuant to
Program Test Authority under the rules of the Federal Communications  Commission
("FCC"),  (b) Buyer and  Seller  shall  have  entered  into a  definitive  Asset
Purchase  Agreement  for the purchase of the Assets for the Purchase  Price (the
"Purchase  Agreement")  and (c) the FCC has approved the  assignment to Buyer of
Seller's construction permit and/or licenses relating to the Station.

         Section 1.2 Option Period.  The Option shall remain  effective from the
date Buyer has received  notification  from Seller that the Station is operating
pursuant to Program Test Authority through and including the 90th day after such
date (the "Option Period").

         Section 1.3 Option Exercise Notice. Buyer may notify Seller pursuant to
Section  7.02 hereof of its  exercise of the Option (the  "Notice")  at any time
during the Option Period.  Within 10 business days of Seller's deemed receipt of
the Notice  pursuant to Section 7.02 hereof,  Buyer and Seller shall execute the
Purchase  Agreement.  The Purchase Agreement shall provide that (i) Seller shall
sell,  transfer,  assign and  deliver to Buyer the Assets  free and clear of any
claims,  liabilities,   mortgages,  liens,  pledges,   conditions,   charges  or
encumbrances of any nature whatsoever,  except as to any obligation or liability
of Seller that Buyer agrees to assume pursuant to the Purchase  Agreement,  (ii)
the purchase price for the Assets (the "Purchase Price") shall be payable at the
closing of the transactions  contemplated by the Purchase Agreement and shall be
as specified on Schedule 1.03 hereto, (iii) shall include the terms set forth on
Schedule 1.03 hereto and (iv) shall contain such other representations,


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warranties and covenants and such other terms and conditions as
are customary in similar transactions.

         Section 1.4 Escrow Account;  Distribution of Escrow Fund.  Concurrently
with the execution of this Agreement,  Buyer is placing in an escrow account the
sum of One Million Dollars ($1,000,000), pursuant to an Escrow Agreement of even
date herewith among the parties hereto and Blackburn & Company,  as escrow agent
(the  "Escrow  Agreement").   The  proceeds  of  the  Escrow  Account  shall  be
distributed as follows:

                  (a) subject to Section 1.04(b) hereof,  if Buyer fails to give
         the Notice within the Option Period, or, having given the Notice, fails
         to enter into the Purchase  Agreement  within the time provided herein,
         Seller  shall be  entitled to the Escrow Fund (as defined in the Escrow
         Agreement)  upon request  therefor  pursuant to Section 3 of the Escrow
         Agreement; and

                  (b) if Buyer does not exercise the Option or, having given the
         Notice,  fails to enter  into the  Purchase  Agreement  within the time
         provided herein, due to the failure of any or all of the conditions set
         forth in Section 5.01 of this Agreement, Buyer shall be entitled to the
         Escrow Fund upon request  therefor  pursuant to Section 3 of the Escrow
         Agreement.

Buyer shall not object to a Demand (as defined in the Escrow  Agreement) made by
Seller and Seller shall not object to a Demand made by Buyer if the Claimant (as
defined in the Escrow Agreement) is entitled to the Escrow Fund pursuant to this
Section 1.04.

         Section 1.5 Conduct of Business. From the date hereof until the earlier
of the  execution of the  Purchase  Agreement  or the  expiration  of the Option
Period,  Seller  shall  conduct  its  business  in the  ordinary  course and the
warranties,  representations  and  covenants  of Seller  contained  herein shall
continue to be applicable until such date.

         Section 1.6 Breach. In the event Seller breaches any of its warranties,
representations or covenants  hereunder in any material respect,  Buyer shall be
entitled  to obtain  specific  performance  of the terms of this  Agreement,  in
addition to any other remedies which may be available,  including money damages.
In the event of any action to enforce this  Agreement,  Seller hereby waives the
defense that there is an adequate remedy at law.


               ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF SELLER

         Section 2.1  Representations and Warranties of Seller.
Seller represents and warrants to Buyer that:



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                                       -3-

                  (a) Seller is a partnership  duly organized,  validly existing
         and in good standing under the laws of the State of Florida. Seller has
         the  partnership  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 and is duly  licensed or  qualified to do business and is in good
         standing as a foreign  partnership  in all  jurisdictions  in which the
         nature of the  activities  conducted by it and/or the  character of the
         assets  owned and  leased by it makes  such  qualification  or  license
         necessary.  Seller  does  not own any  shares  of  stock  or any  other
         securities  of any  corporation  nor  has  any  interest  in any  firm,
         partnership,  association or other entity.  A complete and correct copy
         of the  Certificate of  Partnership  and the  Partnership  Agreement of
         Seller, each as amended to the date hereof, was heretofore delivered to
         Buyer. Except as set forth on Schedule 2.01(a) hereto,  Seller does not
         have outstanding any options to purchase,  or any rights or warrants to
         subscribe for, or any securities or  obligations  convertible  into, or
         any contracts or commitments to issue or sell partnership  interests or
         any such warrants,  convertible  securities or obligations.  The Assets
         are owned by or licensed or otherwise issued to Seller,  and Buyer will
         acquire,  pursuant to and  subject to the  provisions  of the  Purchase
         Agreement,  good and valid title to the  Assets,  free and clear of all
         mortgages,   pledges,  liens,  security  interests,   conditional  sale
         agreements,  charges,  encumbrances,  claims and  restrictions of every
         kind and nature whatsoever.

                  (b)  Seller has the  partnership  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.  This Agreement is
         a legal, valid and binding obligation of Seller, enforceable against it
         in accordance with its terms.

                  (c) Neither the execution  and delivery of this  Agreement nor
         the consummation of the transactions contemplated hereby by Seller will
         (with or  without  the giving of notice  thereof,  the lapse of time or
         both):  (i)  conflict  with any  provision of Seller's  Certificate  of
         Partnership or Partnership  Agreement;  (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  Seller;  (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 Seller is a party or
         by  which  it may be  bound;  or  (iv)  create  any  claim,  liability,
         mortgage, lien, pledge, condition,  charge or encumbrance of any nature
         whatsoever upon the Assets.


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                                       -4-


                  (d) Seller  has filed or caused to be filed,  within the times
         and in the manner  prescribed  by law,  all federal,  state,  local and
         foreign tax returns and tax reports  which are required to be filed by,
         or with respect to Seller.  Such returns and reports reflect accurately
         all  liability  for taxes of any  nature  whatsoever  of Seller for the
         periods covered thereby.  All taxes of any nature whatsoever,  together
         with any related  penalties and interest  (all of the  foregoing  being
         referred  to herein as  "Taxes")  that are shown on such Tax returns as
         due and  required  to be paid on or before  the date  hereof  have been
         fully paid and all Taxes not yet due are adequately disclosed and fully
         provided for in the books and records and the  financial  statements of
         Seller.  There are no claims or assessments  pending against Seller for
         any alleged  deficiency  in the payment of any Taxes,  and there are no
         agreements  in effect  with  respect  to Seller to extend the period of
         limitations for the assessment, payment or collection of any Taxes.

                  (e) Seller has provided to Buyer  complete and correct  copies
         of all leases,  agreements,  contracts and other  commitments of Seller
         whether  written  or oral.  All such  agreements  are in full force and
         effect and neither Seller nor, to Seller's  "Knowledge" (as hereinafter
         defined), any other signatory is in material breach thereof. No consent
         of any signatory to any agreement other than Seller is required for the
         consummation of the  transactions  contemplated by this Agreement.  For
         purposes  of this  Agreement,  a party  hereto  will be  deemed to have
         "Knowledge"  of a particular  matter or fact if an individual  serving,
         directly or indirectly,  as an officer,  a director,  a partner or in a
         similar  capacity of such party is actually aware or reasonably  should
         be aware of such  fact or other  matter,  but does not  imply  that any
         independent investigation was conducted by such individual or party.

                  (f) Seller has good title to all of the Assets  free and clear
         of all mortgages, pledges, liens, security interests,  conditional sale
         agreements,  charges,  encumbrances,  claims and  restrictions of every
         kind and nature, except liens for Taxes not yet due and payable. Seller
         has provided to Buyer an  inventory  of all physical  assets of Seller.
         Such physical  assets are in good  condition,  reasonable wear and tear
         due to proper use excepted.

                  (g) Except as specified on Schedule  2.01(g) hereto,  there is
         no action,  suit,  proceeding  or  investigation  pending or threatened
         against  or  affecting  Seller  or any of its  Assets  Seller is not in
         default under or with respect to any judgment,  order, writ, injunction
         or decree  of any  court or any  federal,  state,  municipal,  or other
         governmental authority, department,  commission, board, agency or other
         instrumentality. Seller is not involved in any labor


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                                       -5-

         dispute or disturbance.  Seller has complied in all material
         respects with all laws, regulations and orders applicable to
         it or its business.

                  (h)  Neither  this  Agreement  nor  any  statement,   list  or
         certificate  furnished to Seller  pursuant hereto or in connection with
         this Agreement or any of the transactions hereby contemplated  contains
         any untrue  statement  of a material  fact or omits to state a material
         fact  necessary in order to make the  statements  contained  herein and
         therein,  in light of the  circumstances  in which  they are made,  not
         misleading.

                  (i) Seller has no knowledge  of any facts which  would,  under
         present law (including,  but not limited to, the  Communications Act of
         1934, as amended,  and the rules,  regulations and policies of the FCC)
         disqualify  Seller as a licensee or permittee of the licenses,  permits
         and other authorizations  issued by the FCC relating to the Station, or
         as owner and/or  operator of the Station or the Assets or  constitute a
         material violation of said rules, regulations and policies.


               ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller that:

                  (a) Buyer is a corporation  duly organized,  validly  existing
         and in good  standing  under the laws of the State of  Delaware  and is
         qualified to do business in the State of Florida.

                  (b) The  Board  of  Directors  of  Buyer  has  authorized  the
         execution  and  delivery  of  this   Agreement  and  the   transactions
         contemplated hereby. Buyer has the corporate power, authority and legal
         capacity to execute and  deliver  this  Agreement,  to  consummate  the
         transactions hereby contemplated and to take all other actions required
         to be taken by it pursuant to the provisions hereof.  This Agreement is
         a legal, valid, and binding obligation of Buyer, enforceable against it
         in accordance with its terms.

                  (c) Neither the execution  and delivery of this  Agreement nor
         the consummation of the transactions  contemplated hereby by Buyer will
         (with or  without  the giving of notice  thereof,  the lapse of time or
         both)   constitute   any   violation  or  breach  of  the  Articles  of
         Incorporation  or by-laws  of Buyer or any  material  provision  of any
         material  contract or  instrument to which Buyer is a party or by which
         Buyer is  bound,  or any  order,  writ,  injunction,  decree,  statute,
         regulation.

                  (d) Buyer has no  knowledge  of any facts which  would,  under
         present law (including, but not limited to, the


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                                       -6-

         Communications Act of 1934, as amended, and the rules,  regulations and
         policies of the FCC)  disqualify  Buyer as an assignee of the licenses,
         permits  and other  authorizations  issued by the FCC  relating  to the
         Station,  or as owner  and/or  operator of the Station or the Assets or
         constitute  a  material  violation  of  said  rules,   regulations  and
         policies.

         Other than as provided for in this Agreement, Buyer makes no warranties
or representations hereunder, express or implied.


                              ARTICLE 4. COVENANTS

         Section 4.1 Negative  Covenants  of Seller.  From the date hereof until
the earlier of the execution of the Purchase  Agreement or the expiration of the
Option Period,  Seller  covenants and agrees that it will not,  without  Buyer's
prior written consent:

                  (a) directly or  indirectly,  through  representatives  or any
         other person or otherwise,  solicit or entertain offers from, negotiate
         with,  or in any  manner  encourage,  discuss,  consider  or accept any
         proposal from any other person or entity relating to the acquisition of
         any of Seller's  partnership  interests or the acquisition of Seller or
         the  Assets,  in whole or in part,  whether  through  direct  purchase,
         merger, consolidation or other business combination;

                  (b)  dispose  of any of the  Assets,  except  in the  ordinary
         course of business;

                  (c)  admit  any  additional  partners  or issue  any  options,
         warrants, rights or convertible securities or equity equivalents;

                  (d) pay any  dividends,  redeem any  securities  or  otherwise
         cause any of the Assets to be distributed to its partners;

                  (e) make loans to any partners;

                  (f) borrow any money under any  existing  credit  agreement or
         otherwise  (other  than from Buyer  pursuant to the  Construction  Loan
         Agreement  referred to in Section 4.04 hereof),  or suffer to exist any
         lien on any Asset;

                  (g) amend or propose to amend its Partnership Agreement;

                  (h) increase  compensation of any of Seller's  employees which
         Buyer would employ if Buyer were to acquire the Assets;



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                                       -7-

                  (i)  cancel  insurance  policies  covering  the  Assets or the
         Station;

                  (j) except as specified in Section 4.04 hereof, enter into any
         agreement except in the ordinary course of business and upon reasonable
         terms; or

                  (k) do anything to jeopardize its status as a permittee of the
         FCC,  including,  but not limited to, allowing the construction  permit
         (BPH-8909140E)  (as  modified  from  time to time) for the  Station  to
         expire.

         Section 4.2 Affirmative Covenants of Seller. From the date hereof until
the earlier of the execution of the Purchase Agreement and the expiration of the
Option Period,  Seller  covenants and agrees,  unless Buyer agrees in writing to
the contrary:

                  (a) to maintain the Station's business in the ordinary course;

                  (b) to timely pay all of Seller's  obligations and perform all
         duties, whether contractual, by statute or regulation or otherwise;

                  (c) to maintain Seller's books and records in a prudent manner
         at a standard appropriate to Seller's business and industry;

                  (d)  subject to the  resolution  of Item 1 of the FCC  matters
         specified in Schedule  2.01(g),  to  construct  promptly the Station in
         accordance with the terms of its construction permit;

                  (e) to comply in all  material  respects  with (i) the  rules,
         regulations  and  policies  of the FCC  including,  but not limited to,
         timely filing all reports, applications and fees with the FCC, and (ii)
         all other laws, rules and regulations which Seller, the Station and the
         Assets are subject;

                  (f) to use its best efforts to obtain FCC consent to the grant
         of a Class C2 channel to Hobe  Sound,  Florida or to  Jupiter,  Florida
         through a  rulemaking  petition or  application  proceeding,  whichever
         occurs first,  which  authorizes the Station's  operation  thereon (the
         "Upgrade"); and

                  (g)  to  allow  Buyer  and  its   authorized   representatives
         reasonable access at mutually agreeable times at Buyer's expense during
         normal  business  hours  to the  Assets  and to all  other  properties,
         equipment,  books,  records,  contracts and  documents  relating to the
         Station for the purpose of audit and  inspection,  and furnish or cause
         to  be  furnished  to  Buyer  or  its  authorized  representatives  all
         information


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                                       -8-

         with  respect to the affairs  and  business of the Station as Buyer may
         reasonably  request,  it  being  understood  that the  rights  of Buyer
         hereunder  shall not be exercised in such a manner as to interfere with
         the  operations  of the business of Seller.  Neither the  furnishing of
         such information to Buyer or its  representatives nor any investigation
         made  heretofore or hereafter by Buyer shall affect  Buyer's  rights to
         rely  on  any  representation  or  warranty  made  by  Seller  in  this
         Agreement, each of which shall survive any furnishing or information or
         any investigation.

         Section 4.3  Covenant of Buyer.  From the date hereof until the earlier
of the  execution of the  Purchase  Agreement  or the  expiration  of the Option
Period,  Buyer  covenants and agrees that it will not,  without  Seller's  prior
written consent, take any action to impede the Upgrade.

         Section 4.4 Joint  Covenants.  (a) Each of the parties hereto covenants
and  agrees  from the date  hereof  until the  earlier of the  execution  of the
Purchase  Agreement and the expiration of the Option Period to notify each other
of (i) any proceeding pending or threatened against the party sending the notice
which  challenges or seeks to restrain or enjoin the  consummation of any of the
transactions  contemplated  hereunder or under the Purchase Agreement,  (ii) any
event which has had or is reasonably likely to have a material adverse effect on
the  party  sending  the  notice  or  its  ability  to  consummate  any  of  the
transactions contemplated hereunder or under the Purchase Agreement or (iii) any
material  developments with respect to the Station or any material change in any
of the  information  contained  in the  notifying  party's  representations  and
warranties set forth in this Agreement.  No such notification  shall relieve the
notifying party of its obligations hereunder.

         (b) If the Option is exercised in accordance  with Section 1.03 hereof,
Buyer and Seller hereby agree to negotiate in good faith the Purchase  Agreement
and to enter into the same within 10 business days of Seller's deemed receipt of
the Notice In addition, Buyer and Seller shall, as soon as practicable after the
date  hereof,  proceed in good faith and as  expeditiously  as possible to enter
into a Time  Brokerage  Agreement,  Construction  Loan  Agreement,  Tower  Lease
Agreement and Studio Lease  Agreement,  each consistent with the terms specified
in Schedule 4.04 hereto and each containing such representations, warranties and
covenants  and such  other  terms and  conditions,  as are  reasonable  in these
circumstances.

         (c) Each of the  parties  hereto  covenants  and  agrees  from the date
hereof  until the earlier of the  execution of the  Purchase  Agreement  and the
expiration  of the  Option  Period  to (i)  use  their  respective  commercially
reasonable efforts to take all actions and to do all things necessary, proper or
advisable  in  order  to  consummate   and  make   effective  the   transactions
contemplated by this  Agreement;  and (ii) not knowingly take any action or omit
to take any action which will result in the


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                                       -9-

material  violation by such party of any law  applicable to this  transaction or
cause a  material  breach  by it or any of its  respective  representations  and
warranties set forth in this Agreement.


               ARTICLE 5. CONDITIONS TO THE EXERCISE OF THE OPTION

         Section 5.1 Buyer's  exercise of the Option is conditioned upon (unless
Buyer,  in its sole  discretion,  waives such  conditions)  (a)  Seller's  prior
execution and delivery of the Tower Lease  Agreement  described on Schedule 4.04
hereto,  (b) the Program Test  Authority  for the Station being granted on terms
which are not  materially  different  from  those set forth in the  construction
permit for the  Station as  modified by  Seller's  application  to relocate  the
Station's  transmitter  to Hobe  Sound,  Florida,  (c) the  representations  and
warranties  of Seller set forth herein shall be true and correct in all material
respects  and  Seller  shall  have,  in all  material  respects,  performed  its
obligations  and complied with its  covenants set forth in this  Agreement to be
performed or complied  with on or prior to the end of the Option  Period and (d)
there shall not exist a condition  at the Station  which would  permit  Buyer to
terminate the Time  Brokerage  Agreement  described on Schedule 4.04 hereto.  If
Buyer does not  exercise the Option due to the failure of either or both of such
conditions, Buyer shall be entitled to all proceeds of the Escrow Account.


                           ARTICLE 6. INDEMNIFICATION

         Section 6.1  Indemnification.  (a) Seller  agrees to indemnify and hold
harmless Buyer from and against, and to reimburse Buyer with respect to, any and
all loss, damage, liability,  cost and expense,  including reasonable attorneys,
fees, incurred by Buyer by reason of or arising out of or in connection with (i)
a material breach by Seller of any  representation or warranty contained in this
Agreement,  (ii) the failure of Seller to perform any agreement required by this
Agreement  to  be  performed  by  Seller,  unless  such  performance  was  or is
prohibited  by law or by court order or such  failure to perform is permitted by
the terms of such agreement,  (iii) any claims, actions,  suits,  proceedings or
investigations  involving Seller arising out of any matter, or (iv) any Taxes of
Seller of any nature whatsoever  (including,  without  limitation,  all federal,
state, county,  local,  foreign and other income taxes,  estimated taxes, excise
taxes, sales taxes, use taxes,  transfer taxes, gross receipts taxes,  franchise
taxes,  employment and payroll  related taxes,  property taxes and import duties
assessable against or payable by Seller,  whether or not measured in whole or in
part by net income),  together with any related  penalties and interest.  Seller
also  agrees  to file or  cause  to be  filed  all  reports,  returns  or  other
information  required to be supplied to a taxing  authority  (or the partners of
Seller) with respect to taxable periods of Seller ending on or before the date


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hereof. Seller also agrees to pay Buyer interest on any amount owed by Seller to
Buyer  pursuant to this  Section  6.01 from the date of the event giving rise to
Seller's indemnification obligation pursuant to this Section 6.01, at a rate per
annum equal to the so-called  "prime rate" as announced from time to time by The
Bank of New York, but not higher than the maximum  interest rate legally payable
under the laws of the State of Florida.  Buyer  agrees to give prompt  notice to
Seller of the existence of any claim for indemnification,  and Seller shall have
the right to participate in and, with the consent of Buyer,  which consent shall
not be unreasonably  withheld or delayed,  to control the contest and defense of
any such claim at its own cost and  expense,  including  the cost and expense of
attorneys' fees in connection with such contest and defense.

         (b) Buyer agrees to indemnify and hold harmless Seller from and against
and to reimburse  Seller with respect to, any and all loss,  damage,  liability,
cost and expense,  including  reasonable  attorneys' fees, incurred by Seller by
reason  of or  in  connection  with  (i) a  material  breach  by  Buyer  of  any
representation  or warranty  contained  in this  Agreement,  (ii) the failure of
Buyer to perform any  agreement  required by this  Agreement  to be performed by
Buyer, unless such performance was or is prohibited by law or by court order, or
such failure to perform is permitted by the terms of such  agreement,  (iii) any
claims,  actions, suits,  proceedings or investigations  involving Buyer arising
out of any  matter,  or  (iv)  any  Taxes  of  Buyer  of any  nature  whatsoever
(including,  without limitation,  all federal, state, county, local, foreign and
other income  taxes,  estimated  taxes,  excise taxes,  sales taxes,  use taxes,
transfer taxes,  gross receipts taxes,  franchise taxes,  employment and payroll
related taxes, property taxes and import duties assessable against or payable by
Buyer, whether or not measured in whole or in part by net income), together with
any related penalties and interest.  Buyer also agrees to pay to Seller interest
on any amount  owed by Buyer to Seller  pursuant to this  Section  6.01 from the
date of the event giving rise to Buyer's indemnification  obligation pursuant to
this Section 6.01,  at a rate per annum equal to the  so-called  "prime rate" as
announced  from time to time by The Bank of New York,  but not  higher  than the
maximum interest legally payable under the laws of the State of Florida.  Seller
agrees  to give  prompt  notice  to  Buyer of the  existence  of any  claim  for
indemnification,  and Buyer shall have the right to participate in and, with the
consent of Seller, which consent shall not be unreasonably  withheld or delayed,
to  control  the  contest  and  defense  of any  such  claim at its own cost and
expense,  including the cost and expense of attorneys'  fees in connection  with
such contest and defense.


                            ARTICLE 7. MISCELLANEOUS

         Section 7.1  Survival.  All statements, certifications,
indemnifications, representations and warranties made herein by
the parties to this Agreement, and their respective obligations


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                                      -11-

to be performed  pursuant to the terms hereof,  shall survive for a period of 15
months from the end of the Option Period,  notwithstanding any examination by or
on behalf of any party  hereto,  notwithstanding  any notice of a breach or of a
failure to perform not waived in writing and notwithstanding the consummation of
the transactions hereby contemplated with knowledge of such breach or failure.

         Section 7.2  Notices.  All notices and other  communications  hereunder
shall be in writing,  including by  facsimile,  and shall be deemed to have been
duly  delivered and received (i) on the date of personal  delivery;  (ii) on the
fifth day after  deposit in the U.S.  mail if mailed by  registered or certified
mail,  postage  prepaid  and return  receipt  requested;  (iii) on the day after
delivery to a nationally  recognized  overnight courier service if sent for next
morning delivery;  or (iv) when dispatched by facsimile  transmission  (with the
facsimile  transmission  confirmation  being deemed conclusive  evidence of such
dispatch); if intended for Buyer, shall be addressed as follows:

                  American Radio Systems Corporation
                  116 Huntington Avenue
                  Boston, Massachusetts  02116
                  Attn: Michael B. Milsom, Esq.
                        Vice President & General Counsel
                  Facsimile:  (617) 375-7575

with a copy to:

                  Howard J. Braun, Esq.
                  Rosenman & Colin LLP
                  1300 l9th Street, NW
                  Washington, DC  20036
                  Facsimile:  (202) 429-0046

or at such other address of which Buyer shall have given notice to Seller in the
manner herein provided; if intended for Seller, shall be addressed as follows:

                  Jupiter Radio Partners
                  c/o Ms. Tricia Dahlin
                  Vice President/Controller
                  InterMart Broadcasting
                  4801 Deltona Drive
                  Punta Gorda, FL  33950
                  Facsimile:   (941) 639-6742

with a copy to:

                  Howard A. Topel, Esq.
                  Mullin, Rhyne, Emmons & Topel, P.C.
                  1225 Connecticut Avenue, NW
                  Suite 300
                  Washington, DC  20036
                  Facsimile:   (202) 872-0604


<PAGE>


                                      -12-

or at such other address of which Seller shall have given notice to Buyer in the
manner herein provided.

         Section   7.3   Merger;   Waiver   and   Modification.   All  prior  or
contemporaneous agreements, contracts, promises, representations and statements,
if any,  between the parties hereto,  or their  representative,  are merged into
this  Agreement  and this  Agreement,  together  with the schedules and exhibits
hereto,  constitute the entire agreement between them. No waiver or modification
of the terms hereof  shall be valid unless in writing  signed by the party to be
charged and only to the extent therein set forth.

         Section 7.4 Binding  Effect.  This Agreement  shall be binding upon and
inure  to  the  benefit  of  the  parties  hereto,   their   respective   heirs,
administrators,  executors,  successors  and  assigns.  No party may  assign its
rights and interest  under this Agreement  without the prior written  consent of
the other  party  hereto;  provided,  however,  that Buyer may assign its rights
under this  Agreement  to a third party  provided  further,  however  that Buyer
agrees  to  remain  liable to Seller  for the  satisfactory  performance  of the
assignee's  obligations  (and the obligations of any future assignee) under this
Agreement and the Purchase Agreement.

         Section 7.5 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.

         Section 7.6  Captions.  The captions  appearing in this  Agreement  are
inserted only as a matter of convenience and for reference and in no way define,
limit  or  describe  the  scope  and  intent  of  this  Agreement  or any of the
provisions hereof.

         Section 7.7 Choice of Law.  This  Agreement  shall be governed  by, and
construed  and  enforced in  accordance  with,  the laws of the State of Florida
applicable  to  contracts  made and to be  performed  wholly  within  said State
without giving effect to conflict of laws principles thereof.

         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Agreement the day and year first above written.

                                       AMERICAN RADIO SYSTEMS CORPORATION



                                       By:________________________________
                                          Name:
                                          Title:


                                       JUPITER RADIO PARTNERS



<PAGE>


                                      -13-


                                       By:________________________________
                                          Name:
                                          Title:  Partner




<PAGE>





                                  Schedule 1.03


         1. Purchase Price.  Subject to adjustments to reflect  proration of all
taxes and  assessments,  utility bills, and all other ongoing costs of operating
the  Station,  the  Purchase  Price  shall  be the C2  Purchase  Price or the C3
Purchase Price (as such terms are defined below), determined as follows:

                  (a) If, as of the date  (the  "Closing  Date") of the  closing
         (the  "Closing") of the  transactions  contemplated  under the Purchase
         Agreement,  the FCC shall have approved an  application or other filing
         granting,  on the terms and conditions  requested,  the allocation of a
         Class C2 channel to Hobe Sound or Jupiter, Florida for the operation of
         the Station (the  "Upgrade  Event") and such approval is not subject to
         administrative  or judicial  review (a "Final  Consent"),  the purchase
         price shall be Eleven Million Dollars ($11,000,000.00) or the appraised
         value of the Station operating  pursuant to Program Test Authority or-a
         License as a Class C2 facility (the "C2 Appraised Value"), whichever is
         less (the "C2 Purchase Price"), payable at the Closing.

                  (b) If, as of the Closing Date, a Final Consent  approving the
         Upgrade  Event has not been  granted,  Buyer shall pay at the  Closing,
         subject  to  delivery  of  the  Escrow  Fund,   Seven  Million  Dollars
         ($7,000,000.00)  or  the  appraised  value  of  the  Station  operating
         pursuant to Program Test  Authority or a License as a Class C3 facility
         (the  "C3  Appraised  Value"),  whichever  is less  (the  "C3  Purchase
         Price").  Within five business days after a Final Consent approving the
         Upgrade  Event,  Buyer shall make an additional  payment to Seller (the
         "Upgrade  Payment")  in the  amount of the  difference  between  the C2
         Purchase Price and the C3 Purchase Price. If a Final Consent  approving
         the Upgrade Event is not granted, the Purchase Price shall be deemed to
         be the C3 Purchase  Price and Buyer shall have no obligation to pay any
         additional amounts with respect thereto.

                  (c) The C2 Appraised Value and the C3 Appraised Value shall be
         the  fair  market  value  of the  Station  (exclusive  of debt or other
         discounts)  operating  as a Class C2 facility  or a Class C3  facility,
         respectively,  as determined by an appraiser  selected by Seller,  upon
         the  consent  of the Buyer,  which  consent  shall not be  unreasonably
         withheld  or  delayed.  The  appraisal  to  determine  the value of the
         Station as a Class C2 or Class C3 facility shall be performed  prior to
         the filing of the application to approve Seller's assignment of its FCC
         permits or licenses to Buyer. If a Final Consent  approving the Upgrade
         Event  shall not have been  granted  at the time of the  filing of said
         application,  Seller shall cause the  appraiser  selected in accordance
         with this


<PAGE>


                                       -2-

         paragraph (c) to establish both a C2 Appraised Value and a
         C3 Appraised Value.

         2. Closing.  The closing under the Purchase  Agreement shall occur on a
mutually  acceptable  date  within  10  days  after  the  FCC's  consent  to the
assignment of the Station's license from Seller to Buyer has become final, i.e.,
no longer subject to administrative or judicial appeal, reconsideration, review,
recall, or stay.

         3. Expenses;  Fees. Each party shall bear the cost of its own legal and
accounting fees in connection with the Purchase Agreement. FCC filing fees shall
be divided  equally  between the  parties.  Buyer shall be  responsible  for the
brokerage  fee of Blackburn & Company,  and shall hold Seller  harmless from any
claims of brokerage fees from any other parties.

         4. FCC Application. Seller shall have filed an application with the FCC
(or an amendment to any pending application,  as may be required) to operate its
broadcasting  facilities  from the American  Tower  Systems tower at Hobe Sound,
Florida as a Class C3 FM Station, authorized to serve Jupiter, Florida.



<PAGE>






                                Schedule 2.01(a)


         Seller's Partnership  Agreement contains provisions relating to (i) the
relative interests of each Partner in the Partnership including, but not limited
to,  dilution and  augmentation  of partnership  interests,  and (ii) a right of
first  refusal  among the  partners  to  acquire  partnership  interests  in the
Partnership.




<PAGE>






                                Schedule 2.01(g)


1.       Seller has pending with the FCC an application for  modification of the
         Station's construction permit (FCC File No. BMPH-960111IN). An informal
         objection to this application was filed on May 9, 1996, to which Seller
         filed an opposition on June 10, 1996.

         Following  execution  of the  Agreement,  Seller will amend its pending
         application  to specify the American Tower Systems tower at Hobe Sound,
         Florida,  which will remove the grounds for the  informal  objection to
         the application.

2.       Seller has pending with the FCC a Petition for  Rulemaking,  filed July
         29, 1996, to delete Channel 288C3 from Jupiter,  Florida,  and to allot
         Channel 288C2 to Hobe Sound, Florida.




<PAGE>





                                  Schedule 4.04

                              Ancillary Agreements


         1. Tower Lease  Agreement.  Seller shall enter into an  agreement  with
American  Tower Systems,  Inc.  ("ATS") to lease space on ATS's Hobe Sound Tower
(and sufficient space in ATS's building at the tower site) for the installation,
operation and maintenance of Seller's antenna at a height of Eight Hundred (800)
feet above mean sea level for a Class C2 operation  or at One  Thousand  (1,000)
feet above mean sea level for a Class C3  operation,  a  studio-transmitter-link
antenna,  and related  equipment at the rate of Eight Thousand  Dollars ($8,000)
per month, with annual escalations of Five Percent (5%). The initial term of the
lease  shall  commence  on the date the  Station  begins  operation  pursuant to
program test authority and shall be for a period of ten (10) years, renewable at
Seller's written request for successive additional ten (10) year terms.

         2.  Construction  Loan  Agreement.  Seller and Buyer (or its  designee)
shall enter into a construction loan agreement,  pursuant to which Buyer (or its
designee)  will  provide  debt  financing  to Seller for the amount of  Seller's
Construction Costs. Subject to waiver by Buyer, Seller shall expend no less than
One Hundred Fifty  Thousand  Dollars  ($150,000)  to construct the Station.  The
amount  actually  expended by Seller  shall be known as  "Seller's  Construction
Costs."  Buyer  shall be  responsible  for  reasonable  costs in  excess  of the
Seller's Construction Costs required to construct the Station.

         3. Studio Lease  Agreements.  Seller and Buyer (or its designee)  shall
enter into a lease  agreement,  pursuant to which Buyer (or its designee)  shall
lease to Seller  studio and office space (not to exceed 500 square feet) in West
Palm Beach, Florida at a monthly rental at the same rate currently paid by Buyer
in the West Palm Beach  market but not to exceed  Twelve  Dollars  ($12.00)  per
square  foot per year.  Buyer will  provide  Seller with space for a main studio
within the Station's 3.16 mV/m predicted contour.