AGREEMENT TO AMEND



         THIS  AGREEMENT  TO AMEND is made and  entered  into  this  10th day of
January, 1997 by and among Tsunami  Communications of Cincinnati,  Inc., an Ohio
corporation ("Buyer"), WGRR Limited Partnership,  a Delaware limited partnership
("Seller"),  The Dalton Group, Inc., a Delaware  corporation and general partner
of  Seller  ("DGI"),  and  American  Radio  Systems   Corporation,   a  Delaware
corporation ("ARS").

                                    RECITALS

         WHEREAS,  Buyer (as assignee of Tsunami  Communications,  Inc.), Seller
and DGI have entered into an Asset Purchase Agreement dated August 29, 1996 (the
"Agreement"),  pursuant to which  Seller has agreed to sell and Buyer has agreed
to purchase,  certain assets and assume certain obligations  associated with the
ownership  and  operation  of  radio  station  WGRR(FM),   Hamilton,  Ohio  (the
"Station");

         WHEREAS, Buyer and ARS have agreed that Buyer shall merge with and into
ARS pursuant to an agreement  and Plan of Merger dated as of  __________,  199__
(the "Merger"); and

         WEREAS,  ARS,  Seller and DGI desire to amend the  Agreement  as of the
consummation  of the Merger as set forth herein,  and to acknowledge and approve
the Merger with respect to the Agreement.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual  covenants and  agreements  hereinafter  set forth,  the parties  hereto,
intending to be legally bound, hereby agree as follows:

         1. Seller and DGI hereby (i) consent to the assignment of the Agreement
by Tsunami Communications, Inc. to Buyer, and (ii) acknowledge and assent to the
Merger  insofar as ARS shall thereby assume and succeed to all of the rights and
obligations of Buyer thereunder.

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         2. Seller, DGI and ARS hereby agree that forthwith upon consummation of
the Merger, they shall join in to amend and restate the Agreement  substantially
in accordance with the following terms:

              a). ARS shall be the  "Buyer",  as defined in the  Agreement,  the
Escrow  Agreement  (as  defined  in the  Agreement),  and  all  other  ancillary
agreements and documents;

              b). The last  sentence  of Section 4.1 of the  Agreement  shall be
amended to read in its entirety as follows:

              "The  Closing  shall  be held in the  offices  of Buyer or at such
place and in such manner as the parties hereto may agree."

              c). The date of September  15, 1996 as set forth in the first line
of  Section  5.2 of the  Agreement  shall be changed to  January  10,  1997.  In
addition,  a  provision  shall be added  acknowledging  that the  parties  shall
withdraw the FCC License assignment application previously filed pursuant to the
terms of the  Agreement  and given  File No.  BALH-960904GF  prior to the filing
provided for in Section 5.2.

              d).  Section 6.1 of the  Agreement  shall be amended to the effect
that the Buyer is a  corporation  formed under the laws of the State of Delaware
and is qualified to do business in the State of Ohio.

              e).  Section  10.1 of the  Agreement  shall be amended by adding a
subsection (e) to the second  sentence  thereof to the effect that an additional
exception  to the general  confidentiality  provisions  shall be when and in the
event disclosure is required by applicable securities laws.

              f).  Section 13.3 of the Agreement  shall be amended to the effect
that Buyer shall be solely  responsible  for FCC and  Hart-Scott-Rodino  ("HSR")
Pre-Merger Notification filing fees in connection with the transaction, and that
Buyer  shall  reimburse  Seller or DGI for all  expenses,  including  reasonable
attorneys'  fees,  incurred by Seller in connection  with the preparation of, or
requests for information in response to, the HSR Pre-Merger  Notification  filed
with respect to the Agreement.

              g). In Section 17.9 of the  Agreement,  the address for notices to
Buyer shall be amended as follows:

                 "To Buyer:                American Radio Systems Corporation
                                           Attention: Steven B. Dodge
                                           116 Huntington Avenue
                                           Boston, Massachusetts 02116
                                           Fax: (617) 375-7575

                 Copy to:                  Michael B. Milsom, Esq.
                                           American Radio Systems Corporation

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<PAGE>



                                           116 Huntington Avenue
                                           Boston, MA  02116
                                           Fax:  (617) 375-7575

The Agreement shall remain unmodified in all other respects.

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

                                     TSUNAMI COMMUNICATIONS OF
                                      CINCINNATI, INC.



                                     By: _____________________________
                                           Anthony A Galluzzo
                                           President

                                     WGRR LIMITED PARTNERSHIP



                                     By:  ___________________________
                                             William Lee Dalton
                                             President, The Dalton Group, Inc.
                                              General Partner

                                     THE DALTON GROUP, INC.



                                     By:  ____________________________
                                             William Lee Dalton
                                              President

                                     AMERICAN RADIO SYSTEMS
                                      CORPORATION



                                     By:  ___________________________
                                             Steven B. Dodge
                                             President


ak/agreement to amend WGRR

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