ASSIGNMENT, ASSUMPTION AND CONSENT


         THIS ASSIGNMENT,  ASSUMPTION AND CONSENT is entered into as of the 24th
day of  December,  1996 by and  among  American  Radio  Systems  Corporation,  a
Delaware corporation ("ARS"), The Brown Organization,  a California  corporation
("Brown"),  and Entertainment  Communications,  Inc., a Pennsylvania corporation
("Entercom")

         WHEREAS,  Brown and ARS entered into an Asset Purchase  Agreement dated
July 24,  1996 (the  "Brown  Agreement")  regarding  the  acquisition  by ARS of
specified  assets of Brown  comprising  radio  stations  KQPT(FM),  KXOA-FM  and
KXOA(AM), Sacramento, California (the "Stations"); and

         WHEREAS,  Brown and ARS have entered into,  and are operating  under, a
certain Time Brokerage  Agreement  dated July 24, 1996 pursuant to which ARS has
agreed to provide  programming  and certain other services to Brown with respect
to the operation of the Stations (the "TBA"); and

         WHEREAS,  ARS and  Entercom  entered into an Asset  Purchase  Agreement
dated  October 18,  1996 (the  "Entercom  Agreement")  pursuant to which ARS has
agreed to convey,  subsequent  to the  consummation  of its  acquisition  of the
Stations  under the Brown  Agreement,  certain assets  comprising  radio station
KXOA-FM; and

         WHEREAS,  ARS desires to assign to Entercom its rights under the TBA as
to KXOA-FM in the period prior to the  consummation  of its  acquisition  of the
Stations  under the Brown  Agreement,  and effective upon the Effective Date (as
defined  therein)  of the Time  Brokerage  Agreement  to be entered  into by and
between Entercom and ARS (the "Entercom TBA").

         NOW  THEREFORE,   in  consideration  of  the  mutual  covenants  herein
contained, the undersigned parties hereby agree as follows:

         1. ARS assigns to Entercom,  as of the Effective  Date,  its rights and
obligations under the TBA with respect only to KXOA-FM.

         2. Entercom accepts, as of the Effective Date, the foregoing assignment
and assumes all such obligations,  and agrees to indemnify and hold ARS harmless
from any loss, cost, liability or expense (including  attorney's fees) resulting
from Entercom's failure to discharge such obligations.

         3. Notwithstanding the foregoing, ARS is not assigning, and Entercom is
not assuming, the rights and obligations of ARS under Section 1.4 and 2.3 of the
TBA.


<PAGE>


Entercom  shall pay to ARS a monthly fee for the rights and  obligations  hereby
assigned in the amount and manner set forth in Schedule A to the Entercom TBA.

         4.  Brown consents to the assignment by ARS of its rights under the TBA
as to KXOA-FM to Entercom.

         5.  ARS  agrees  and  confirms  that it  retains  all  liabilities  and
obligations  under  the TBA as to  Brown,  including,  without  limitation,  its
obligation to pay Brown the monthly fee set forth in Section 1.4 of the TBA. ARS
agrees to indemnify and hold Entercom  harmless from and against any loss, cost,
liability  or expense  (including  attorneys'  fees)  resulting  from any act or
omission   resulting  from  ARS's  failure  to  discharge  the   obligations  of
"Programmer,"  as set forth in the TBA, prior to the Effective Date. ARS further
agrees to indemnify  and hold Brown  harmless  from and against any loss,  cost,
liability  or expense  (including  attorney's  fees)  resulting  from any act or
omission resulting from ARS's or Entercom's failure to discharge the obligations
of "Programmer" as set forth in the TBA.

         6. The TBA shall remain  unmodified  in all respects  other than as set
forth in this Assignment, Assumption and Consent.

         IN WITNESS  WHEREOF,  the parties hereto have executed this ASSIGNMENT,
ASSUMPTION AND CONSENT as of the date first above written.

                                    AMERICAN RADIO SYSTEMS CORPORATION



                                    By:_______________________________________


                                    THE BROWN ORGANIZATION



                                    By:________________________________________


                                    ENTERTAINMENT COMMUNICATIONS, INC.



                                    By:________________________________________


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