TIME BROKERAGE AGREEMENT

         This time Brokerage Agreement ("Agreement") is dated as of February 14,
1997,  by  and  between   American  Radio  Systems  License  Corp.,  a  Delaware
corporation  ("Licensee"),   American  Radio  Systems  Corporation,  a  Delaware
Corporation ("ARS") and Citicasters Co., an Ohio corporation ("Broker").

         WHEREAS, upon the consummation of the transactions  contemplated by the
Asset  Purchase  Agreement (the "Lincoln  Agreement"),  dated as of February 23,
1996, as amended,  by and between ARS and The Lincoln Group, L.P., Licensee will
be the licensee of the radio stations set forth on Attachment A hereto (referred
to herein collectively as the "Stations"); and

         WHEREAS,  Licensee,  ARS and Broker have  entered  into on December 23,
1996, an Asset Exchange Agreement (the "Exchange Agreement") for the exchange of
certain assets relating to the Stations to Broker; and

         WHEREAS,   Licensee,  while  maintaining  control  over  the  Stations'
finances,  personnel  matters and  programming  desires to accept and  broadcast
programming  supplied  by  Broker  on the  Stations  subject  to the  terms  and
conditions set forth herein;

         NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, the parties hereto have agreed and do agree as follows:

                  1. Air Time and  Transmission  Services.  Licensees and Broker
hereby agree to commence  operations  pursuant to this  Agreement on a date (the
"Effective  Date")  within three (3) business  days  following  the later of (i)
grant  by  the  Department  of  Justice  of  its  consent  to  the  transactions
contemplated  by  the  Exchange  Agreement  and  (ii)  the  consummation  of the
transactions  contemplated by the Lincoln Agreement.  Licensee agrees, beginning
on the Effective Date, to broadcast,  or cause to be broadcast, on the Stations,
according to the terms  hereof,  programming  designated  and provided by Broker
(the "Programming").

                  2. Payments.  Broker hereby agrees to pay Licensee the amounts
specified in Attachment B for the right,  from and after the Effective  Date, to
broadcast the Programming on the terms and conditions herein provided.  Payments
of the Monthly Fee (as defined in  Attachment  B) are due and payable in full on
the first day of each  calendar  month for which such  payment is intended to be
applied and shall be prorated for any partial calendar month at the beginning or
end of the term hereof.  The failure of Licensee to demand or insist upon prompt
payment in accordance  herewith shall not constitute a waiver of its right to do
so. Broker shall receive a payment credit for any  Programming  not broadcast by
either  Station (a "Credit"),  such Credit to be determined by  multiplying  the
monthly  payment by the ratio of the amount of time preempted or not accepted to
the total number of hours of Programming each month.

                  3.  Term.  The  term  of this  Agreement  shall  begin  on the
Effective  Date and end on the earliest of (i) the Closing  Date,  as defined in
the Exchange  Agreement,  or (ii) the date which is ten (10) days  following any
termination of the Exchange Agreement in accordance with


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the terms thereof (such date hereafter  referred to as the  "Termination  Date,"
and such period of time as the "Term").

                  4. Programming.  Broker shall furnish or cause to be furnished
the  Programming,  which  shall be an  entertainment  format,  and may  include,
without limitation,  news,  promotions  (including on-air giveaways),  contests,
syndicated  programs,  barter  programs,  paid-for  programs,   locally-produced
programs,  advertising commercial matter, including that in both program or spot
announcement forms, and public service information. On a regular basis, Licensee
shall air, or shall require Broker to air, on the Stations programming on issues
of importance to the local community.  All actions or activities of Broker under
this Agreement,  and all  Programming  provided by Broker shall be in accordance
with (i) the Communications Act of 1934, as amended; (ii) Federal Communications
Commission  (the "FCC") rules,  requirements  and policies,  including,  without
limitation,   the   FCC's   rules   on   plugola/payola,    lotteries,   station
identification,   minimum  operating   schedule,   sponsorship   identification,
political  programming  and political  advertising  rates;  (iii) all applicable
federal,  state and local regulations and policies;  and (iv) generally accepted
quality standards consistent with Licensee's past practices. Broker agrees that,
if in the sole,  good faith  judgment of the Licensee or the  Stations'  General
Manager,  Broker does not comply with the standards of this paragraph,  Licensee
may suspend or cancel any  Programming  not in compliance.  The right to use the
Programming  and to authorize its use in any manner and in any media  whatsoever
shall be, and  remain,  vested  solely in  Broker,  subject in all events to the
rights, if any, of others in such Programming.

                  5.  Special  Events.   Licensee  reserves  the  right  in  its
discretion,  and  without  liability,  to  preempt,  delay or delete  any of the
broadcasts of the Programming and to substitute  programming which in Licensee's
judgment  is of greater  local,  regional or  national  importance.  In all such
cases,  Licensee shall use its best efforts to give Broker  reasonable notice of
its intention to preempt such Programming, and, in the event of such preemption,
Broker shall receive a payment credit for the Programming so omitted  consistent
with the intent and pursuant to the terms of Section 2 hereof.

                  6. Advertising and Programming  Revenues.  Broker shall retain
all advertising and other revenues, and all accounts receivable, with respect to
Programming  broadcast  during the Term,  and  relating  to the  Programming  it
delivers  to the  Stations  for  broadcast  during the Term,  including  without
limitation,  promotion-related revenues. Licensee and Broker each shall have the
right, at their own expense,  to seek copyright  royalty  payments for their own
programming. Broker may sell advertising on the stations in combination with the
sale of advertising or other broadcasting  stations of its choosing,  subject to
compliance with applicable law.

                  7.       Station Facilities

                           7.1 Station Facilities. Subject to the qualifications
set forth in this  Agreement,  throughout the term of this  Agreement,  Licensee
shall make the facilities of the Stations  available to Broker for operation and
broadcast with the maximum authorized  facilities  twenty-four (24) hours a day,
seven (7) days a week,  except for downtime  occasioned  by either (i) emergency
maintenance or (ii) routine maintenance not to exceed two (2) hours each Sunday

                                       -2-

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morning  between  the hours of 12  Midnight  and 5:00 a.m.,  and except for such
programs and  announcements  prepared by and put on the air by Licensee in order
to met local needs and issues requirements,  said programs and announcements not
to exceed  one (1) hour each  Sunday  morning  at a  mutually  agreed  upon time
between the hours of 5:00 a.m.  and 7:00 a.m.  Broker shall not be entitled to a
Credit for Programming not broadcast over the Stations for periods  specified in
this Section 7 hereof. To the extent practicable, any maintenance work affecting
the  operation  of the  Stations at full power shall be  scheduled  upon a least
forty-eight (48) hours prior notice with the agreement of Broker, such agreement
not to be unreasonably withheld.

                  8. Right of Access.  Broker and  Broker's  employees or agents
shall at all times be  afforded  reasonable  access to the  Stations in order to
perform their duties in connection  with the production and  transmission of the
Programming over the facilities of the Stations.  Broker shall have the right to
install at Licensee's and/or Broker's premises,  and to maintain  throughout the
term of this Agreement,  at Broker's expense,  any microwave  studio/transmitter
relay equipment, telephone lines, transmitter remote control, monitoring devices
or any other equipment  necessary for the proper transmission of the Programming
on the  Stations,  and  Licensee  and  Broker  shall  take all steps  reasonably
necessary to prepare and file any  applications  with the FCC to effectuate such
proper transmission.

                  9. Force  Majeure.  Any failure or impairment of facilities or
any delay or  interruption in broadcasting  the  Programming,  or failure at any
time to furnish facilities,  in whole or in part, for broadcasting,  due to acts
of God, strikes, or threats thereof,  force majeure, or due to causes beyond the
control  of  Licensee,  shall not  constitute  a breach of this  Agreement,  and
Licensee shall not be liable to Broker, except to the extent of allowing in each
such case an  appropriate  Credit for  Programming  not broadcast by any Station
based upon a pro rata adjustment to amounts due as specified in Section 2 hereof
calculated  upon the length of time  during  which the  interruption  or failure
exists or continues.

                  10. Licensee Control of Stations.  Notwithstanding anything to
the contrary in this Agreement,  Licensee shall have full authority, control and
power over the  operation of the Stations  during the period of this  Agreement.
Licensee shall retain control, said control to be reasonably exercised, over the
policies,  programming  and  operations  of  the  Stations,  including,  without
limitation,  the right to decide whether to accept or reject any  Programming or
advertisements,  the right to preempt any  Programming  in order to  broadcast a
program  deemed  by  Licensee  to be of  greater  national,  regional,  or local
interest,  and the right to take any other actions necessary for compliance with
the laws of the  United  States;  the laws of the  relevant  states;  the rules,
regulations,   and  policies  of  the  FCC  (including  without  limitation  the
prohibition on unauthorized  transfers of control);  and the rules,  regulations
and  policies  of other  federal  governmental  authorities,  including  without
limitation the Federal Trade Commission and the Department of Justice.  Licensee
shall be responsible for ensuring that FCC  requirements are met with respect to
ascertainment  of the  problems,  needs and interests of the  community,  public
service  programming,  main studio  staffing,  maintenance of public  inspection
files and the preparation of quarterly issues/programs lists. Broker shall, upon
request by Licensee,  provides Licensee with information with respect to such of
Broker's  programs which are responsive to the problems,  needs and interests of
the community, so as to assist Licensee in the preparation of required quarterly
issues/programs  lists, and shall provide upon request other information  enable
Licensee to prepare other records, reports and logs required by the FCC or other
local, state or

                                       -3-

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federal governmental  agencies.  Whenever on the Stations' premises,  all Broker
personnel  shall be subject to the  supervision  and the direction of Licensee's
designated personnel.

                  11. Responsibility for Employees and Expenses. Licensees shall
employ two full time employees at each main studio of the Stations,  one of whom
shall be a manager, both of whom shall report to and be accountable to Licensee,
and who shall be  ultimately  responsible  for the  day-to-day  operation of the
Stations. Licensee shall be directly responsible for paying the salaries, taxes,
insurance  and  related  costs  for  such  employees  (the  "Licensee   Employee
Expenses").  Licensee shall be responsible  for paying  directly (i) transmitter
site rent/mortgage for the Stations; and (ii) transmitter site utilities for the
Stations ("Licensee  Transmitter  Expenses").  Licensee shall be responsible for
paying  directly  all income taxes  relating to  Licensee's  earnings  from this
arrangement.  Broker shall employ and be  responsible  for the salaries,  taxes,
insurance  and related  costs for all  personnel  used in the  production of the
Programming  (including,  without  limitation,  salespeople,  traffic personnel,
administrative  and  programming  staff).  Excluding  those  expenses  for which
Licensee is making  direct  payments as set forth in this Section 11, during the
Term,  Broker shall be responsible for paying all other expenses  reasonably and
directly  related to the  continued  operation  of the  Stations  subject to the
covenants of the parties to this Agreement (the "Other  Expenses"),  and further
subject to the ultimate authority, control and power of Licensee.

                           11.1 Employee  Matters.  The parties  acknowledge and
agree that Broker shall have the right (but not the obligation) to interview and
to elect which of employees  of Licensee  that it will hire and to set the wages
and any other  compensation  that any person so hired  shall  receive.  Licensee
shall be responsible for the payment of all  compensation  and accrued  employee
benefits  payable to all employees  through the Effective  Date. For purposes of
employee benefits under the employee benefit plans of Licensee, all employees of
Licensee  who accept  employment  with  Broker  shall be  considered  terminated
employees  and shall not be  entitled  to  receive  from  Broker  credit for any
accrued  vacation  days,  sick days personal  days or other such days.  Licensee
acknowledges  and  agrees  that it,  and not  Broker,  is and  shall  after  the
Effective Date remain solely responsible for any and all insurance, supplemental
pension,  deferred compensation,  retirement and any other benefits, and related
costs,  premiums and claims, due, to become due, committed or otherwise promised
to any person who, as of the Effective Date, is a retiree,  former employee,  or
current  employee of Licensee,  relating to the period up to and  including  the
Effective  date.  Broker shall  assume no employee  benefit  plans,  programs or
practices,  whether or not set forth in writing,  maintained  by Licensee at any
time.

                  12.      Station Agreements.

                           12.1  Assignment and Assumption  Station  Agreements.
Effective on the Effective date,  Licensee hereby assigns to Broker,  and Broker
hereby assumes,  subject to the provisions of Section 12 hereof, the obligations
of Licensee  arising or to be performed on and after the Effective  Date (except
to the extent such obligations represent  liabilities for activities,  events or
transactions  occurring,  or conditions  existing,  on or prior to the Effective
Date) under: (a) all of the American Other Contracts (as defined in the Exchange
Agreement),  excluding  (i) contracts  and  agreements  relating to the Licensee
Employee  Expenses and (ii)  contracts and  agreements  relating to the Licensee
Transmitter  Expenses;  and (b) all contracts entered into by Licensee which are
for consideration other than cash, such as merchandise, services or

                                       -4-

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promotional consideration ("Trade Agreements") arising in the ordinary course of
business consistent with the past practices of Licensee and listed on Attachment
C hereto.  All of the foregoing  liabilities and  obligations  under (a) and (b)
hereof shall be referred to herein  collectively as the "Station  Agreements" or
individually as a "Station Agreement." Licensee represents and warrants that the
Station  Agreements  are  freely  assignable,   or,  if  consent  of  the  other
contracting party to the assignment is required,  Licensee  covenants to use its
reasonable best efforts to obtain such consent as promptly as practicable. As of
the Effective  Date,  Licensee shall have paid all amounts due on and shall have
performed  all  obligations  due under the Station  Agreements  as of that date.
Licensees shall not enter into any other Station  Agreements with respect to the
Stations without the prior written consent of Broker.

                           12.2 Consents to  Assignment.  To the extent that any
Station Agreement is not capable of being sold, assigned, transferred, delivered
or  subleased  without the waiver or consent of any third  person  (including  a
government  or  governmental  unit),  or if  such  sale,  assignment,  transfer,
delivery  or sublease  or  attempted  sale,  assignment,  transfer,  delivery or
sublease  would  constitute  a  breach  thereof  or a  violation  of any  law or
regulation,  this Agreement and any assignment  executed  pursuant thereto shall
not  constitute  a  sale,  assignment,  transfer,  delivery  or  sublease  or an
attempted sale,  assignment,  transfer,  delivery or sublease thereof.  In those
cases  where  consents,  assignments,  releases  and/or  waivers  have  not been
obtained at or prior to the  Effective  Date to the transfer and  assignment  to
Broker of any Station  Agreement,  this  Agreement and any  assignment  executed
pursuant  hereto,  to the extent permitted by law, shall constitute an equitable
assignment by Licensee to Broker of all of Licensee's  rights,  benefits,  title
and  interest  in  and  to  the  Station  Agreements,  and  where  necessary  or
appropriate,  Broker shall be deemed to be  Licensee's  agent for the purpose of
completion,  fulfilling and discharging all of Licensee's rights and liabilities
arising  after the  Effective  Date under such  Station  Agreements  (including,
without limitation,  permitting Broker to enforce any rights of Licensee arising
under such  Station  Agreements),  and  Broker  shall,  to the extent  Broker is
provided with the benefits of such Station  Agreements,  assume,  perform and in
due course pay and discharge all debts,  obligations and liabilities of Licensee
under such  Station  Agreements  to the extent that  Broker was to assume  those
obligations pursuant to the terms hereof.

                           12.3  Retained  Liabilities.  Except  as set forth in
Section 11 and 12  --------------------  hereof,  Broker expressly does not, and
shall not, assume or agree to pay, satisfy, discharge or perform and will not be
deemed  by  virtue  of the  execution  and  delivery  of this  Agreement  or any
agreement,  instrument or document  delivered  pursuant to or in connection with
this Agreement or otherwise by reason of or in connection with the  consummation
of the transactions  contemplated  hereby or thereby, to have assumed or to have
agreed to pay, satisfy,  discharge or perform,  any liabilities,  obligations or
commitments  of Licensee of any nature  whatsoever  whether  accrued,  absolute,
contingent or otherwise  and whether or not disclosed by Broker,  other than the
Station Agreements. Licensee will retain and pay, satisfy, discharge and perform
in accordance  with the terms thereof,  all  liabilities  and obligations of the
Licensee,  other than the Station Agreements,  including but not limited to, the
obligation  to  assume,  perform,  satisfy  or pay  any  liability,  obligation,
agreement,  debt,  charge,  claim,  judgment or expense  incurred by or asserted
against Licensee related to taxes,  environmental matters, pension or retirement
plans or trusts,  profit-sharing plans, employment contracts, employee benefits,
severance of  employees,  product  liability or warranty,  negligence,  contract
breach or default, copyright, trademarks,

                                       -5-

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service mark, trade name and other intellectual  property, or other obligations,
claims,  or  judgments  asserted  against  Broker as  successor  ion interest to
Licensee.  All  such  liabilities,   obligations  and  commitments  of  Licensee
described in this Section 12.3 shall be referred to herein  collectively  as the
"Retained Liabilities."

                  13.   Accounts   Receivable.   Broker  and   Licensee   hereby
acknowledge  and agree that all  accounts  receivable  relating to the  Stations
shall be  collected  and  apportioned  in  accordance  with  Section  2.5 of the
Exchange Agreement.

                  14.  Proration  of Income and  Expenses.  Broker and  Licensee
hereby  acknowledge  and agree  that all  deposits,  reserves  and  prepaid  and
deferred  income  and  expenses  relating  to the  Station  Agreements  shall be
prorated  between  Broker and  Licensee in  accordance  with  Section 2.3 of the
Exchange Agreement.

                           15.1 Indemnification. Broker shall indemnify and hold
Licensee and its stockholders, directors, partners, officers, agents, employees,
successors,  and assigns harmless from and against any and all claims, expenses,
causes of action and liability  resulting  from or relating to (i) the broadcast
of Programming during the Term, (ii) any and all promotions, contests and on-air
"give-away" relating to the Stations during the Term, (iii) a breach of Broker's
representations,  warranties, covenants or agreements contained herein, (iv) any
liability resulting from Broker's default under the Station Agreements,  and (v)
all other matters arising out of or related to Broker's activities involving the
stations  or  use  of  the  Licensee  Station  facilities  or  relating  to  the
obligations assumed by Broker in connection with this Agreement. Licensee agrees
to indemnify, defend, and hold harmless Broker and its stockholders,  directors,
officers, agents, employees, successors and assigns from and against any and all
liability  that arises out of (i) material  broadcast by Licensee other than the
Programming,  (ii) liabilities (but not loss of advertising  revenue) that arise
as a result of  Licensee's  alteration  of any and/or all  Programming  prior to
broadcast by Licensee; and (iii) the Retained Liabilities.

                           15.2.    Procedures;    Third    Party   and   Direct
Indemnification  Claims.  The  obligations  and  liabilities  of Licensee and of
Broker hereunder with respect to their respective  indemnities  pursuant to this
Section 15,  resulting  from any claim or other  assertion of liability by third
parties  are  subject to the  procedures  for  indemnification  set forth in the
Exchange Agreement.

                  16.      Events of Default; Cure periods and Remedies.

                           16.1 Events of Default.  The following  shall,  after
the  expiration of the  applicable  cure periods,  constitute  events of Default
under the Agreement:

                                    16.1.1  Non-Payment.   Broker's  failure  to
timely pay the  consideration  provided for in Section 2 and Attachment B hereof
which is not cured within five (5) business days following  notice in accordance
with Section 16.2 hereof;

                                    16.1.2 Default in Covenants or Adverse Legal
Action.  The  default  by  any  party  hereto  in  the  material  observance  or
performance of any material  covenant,  condition or agreement  contained herein
which is not cured within five (5) business days

                                       -6-

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following  notice in  accordance  with Section 16.2 hereof,  or if (a) any party
shall make a general  assignment  for the  benefit of  creditors,  (b) any party
shall  file  or  have  filed   against  it  a  petition  for   bankruptcy,   for
reorganization or an arrangement,  or for the appointment of a receiver, trustee
or similar  creditors'  representative  for the property or assets of such party
under any federal or state  insolvency  law, which, if filed against such party,
has not been  dismissed or  discharged  within sixty (60) days  thereof,  or (c)
specifically  and without  limitation,  if  Licensee's  successors  and assigns,
including without limitation,  any assignee of the FCC license for the stations,
except if such successor or assign is Broker or an affiliate of Broker,  refuses
to abide by or terminates this Agreement during the term of this Agreement.

                                    16.1.3  Breach  of  Representation.  If  any
material  representation  or warranty herein made by either party hereto,  or in
any  certificate or document  furnished by either party to the other pursuant to
the  provisions  hereof,  shall  prove to have been false or  misleading  in any
material respect as of the time made or furnished and is not cured within thirty
(30) days following notice in accordance with Section 16.2 hereof.

                                    16.1.4  Breach of  Exchange  Agreement.  The
breach by Licensee or Broker in the material  observance or  performance  of any
material  representation,  warranty,  covenant,  condition  or  agreement in the
Exchange  Agreement  which is not cured within any time period provided for such
cure under the Exchange Agreement provided, that no party may use its own breach
under the Exchange Agreement as grounds to terminate this Agreement. An Event of
Default by either party under this Agreement shall constitute a material default
under the Exchange  Agreement  and insofar as the cure period  specified in this
Agreement has expired with respect to the default,  no further cure period shall
be afforded under the Exchange Agreement.

                           16.2 Cure  Periods.  An Event of Default shall not be
deemed to have occurred  until after the  non-defaulting  party has provided the
defaulting party with written notices specifying the event or events that if not
cured would constitute an Event of Default and specifying the actions  necessary
to cure  within the  relevant  cure  period.  The Event of Default  shall not be
deemed to have occurred if actions  necessary to cure are  completed  during the
relevant cure period.

                           16.3 Termination Upon Default. Upon the occurrence of
an Event of Default,  the  non-defaulting  party may  terminate  this  Agreement
provided that it is not also in material  default  hereunder,  and may seek such
remedies at law and/or equity as are  available,  including  without  limitation
specific  performance.  If  Broker  has  defaulted  in  the  performance  of its
obligations,  Licensee shall be under no further obligation to make available to
Broker any further  broadcast  time or broadcast  transmission  facilities  and,
without limitation of remedies, all amounts accrued or payable to Licensee up to
the date of  termination  which have not been paid,  less any  payment  credits,
shall immediately become due and payable.

                           16.4 Liabilities Upon  Termination.  Upon termination
of this Agreement,  Broker shall be responsible for all  liabilities,  debts and
obligations  of Broker  accrued from the  purchase of air time and  transmission
services including, without limitation,  accounts payable, barter agreements and
unaired  advertisements,  but not for Licensee's  federal,  state, and local tax
liabilities  associated  with  Broker's  payments to  Licensee  as provided  for
herein.  With respect to Broker's  obligations  to broadcast  material  over the
Stations after

                                       -7-

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termination  hereunder,  Broker may propose compensation to Licensee for meeting
these  obligations,  but  Licensee  shall  be  under  no  duty  to  accept  such
compensation or to perform such obligations.  Upon termination, (i) Broker shall
return to Licensee any equipment or property of the Stations used by Broker, its
employees or agents,  in  substantially  the same condition and location as such
equipment  existed  on the  date of  this  Agreement,  ordinary  wear  and  tear
excepted,  (ii) Broker  shall  assign to License and  Licensee  shall assume the
still  outstanding  Station  Agreements that were assigned to Broker pursuant to
Section 12 hereof and (iii) Broker  shall  assign to Licensee any new  contracts
entered into by Broker relating to the Stations that Licensee  expressly  agrees
to  assume.   Notwithstanding   anything  in  the  foregoing  to  the  contrary,
termination  shall not  extinguish any rights of either party as may be provided
by Section 15 hereof.

                  17. Broker Termination  Option.  Broker may elect to terminate
this  Agreement  at any time during the term  hereof in the event that  Licensee
preempts or substitutes other programming for that supplied by the Broker during
ten (10) percent or more of the total hours of operation of the Stations  during
any calendar  month.  In the event Broker  elects to  terminate  this  Agreement
pursuant to this  provision,  it shall give Licensee  notice of such election at
least ten (10) days prior to the  termination  date. Upon  termination,  neither
party shall have any further liability to the other except as may be provided by
Sections 15 and 16.4 hereof.

                  18.  Responsive  Programming.  Broker  and  Licensee  mutually
acknowledge  their  interest in ensuring  that the Stations  serve the needs and
interests  of the  residents of the  Stations'  community of license and service
areas and agree to cooperate in doing so.  Licensee  shall,  on a regular basis,
assess the issues of concern to residents of the Stations'  community of license
and service  areas and address those issues in its public  service  programming.
Licensee  shall  describe  those  issues and  responsive  programming  and place
issues/programs lists in the Stations' public inspection file as required by FCC
rules.  Licensee may request, and Broker shall provide,  information  concerning
such of Broker's  Programming  that is responsive  to community  issues so as to
assist  Licensee  in  the   satisfaction  of  its  public  service   programming
obligations.  Broker  shall also  provide to Licensee  upon  request  such other
information necessary to enable Licensee to prepare records and reports required
by the FCC or other local, state or federal government entities.

                  19. Time Brokerage Challenge.  If this Agreement is challenged
in whole or in part at or by a governmental  authority or is challenged in whole
or in part in a judicial  forum,  counsel for the  Licensee  and counsel for the
Broker  shall  jointly  defend  this  Agreement  and  the  parties'  performance
thereunder  throughout  all such  proceedings.  If this  Agreement  is  declared
invalid or illegal in whole or in substantial part by a ruling,  order or decree
of a  governmental  authority  or court,  and such  ruling,  order or decree has
become  effective,  then the parties shall  endeavor in good faith to reform the
Agreement  as  necessary.  If the parties  are unable to reform  this  Agreement
within thirty (30) days of the effective  date of such ruling,  order or decree,
then this Agreement  shall  terminate,  and all sums owning to Licensee shall be
paid and neither  party shall have any further  liability to the other except as
may be provided by Sections 15 and 16.4 hereof.

                  20.      Additional Representations, Warranties and Covenants.


                                       -8-

<PAGE>



                           20.1   Mutual    Representations,    Warranties   and
Covenants.  Both Licensee and Broker represent that they are legally  qualified,
empowered,  and able to  enter  into  this  Agreement,  and that the  execution,
delivery and  performance  hereof shall not  constitute a breach or violation of
any agreement,  contract or other obligation to which either party is subject or
by which it is bound.

                           20.2 Additional Licensee Representations,  Warranties
and Covenants. Licensee makes the following further representations,  warranties
and covenants:

                                    20.2.1  Authorizations.  During  the term of
this  Agreement,  Licensee shall own and hold all licenses and other permits and
authorizations  necessary  for  the  operation  of  the  Stations  as  presently
conducted  (including licenses,  permits and authorizations  issued by the FCC),
and such licenses,  permits and authorizations shall be in full force and effect
for the entire Term hereunder,  unimpaired by any acts or omissions of Licensee,
its principals, employees or agents.

                                    20.2.2  Payment  of  Obligations.   Licensee
shall not incur any debt,  obligation  or  liability  without the prior  written
consent  of  Broker  if  such  undertaking  would  adversely  affect  Licensee's
performance  hereunder or the business and  operations  of the Broker  permitted
hereby.  Subject to the  provisions of Sections 2 and 11 hereof,  Licensee shall
pay in a timely fashion all of its debts, assessments and obligations, including
without limitation tax liabilities and payments in each case attributable to the
operations of the Stations, as they come due during the Term of this Agreement.

                                    20.2.3 Broadcast  Obligations.  Licensee has
no agreement, contract, commitment or understanding to broadcast on the Stations
on or after the Effective Date, any programs or commercial matter other than the
Stations Agreements.  Licensee shall not incur any other programming obligations
without the prior written consent of Broker.

                                    20.2.4  Licensee  Control.  Licensee  hereby
verifies that for the term of this Agreement it shall maintain  ultimate control
over the Stations' facilities, including specifically control over the Stations'
finances,  personnel and programming, and nothing herein shall be interpreted as
depriving Licensee of the power or right of such ultimate control.

                                    20.2.5 Insurance. Licensee shall maintain in
full  force  and  effect  (at  Broker's  expense)  throughout  the  term of this
Agreement  insurance  with  responsible  and  reputable  insurance  companies or
associations covering such risks (including fire and other risks insured against
by extended coverage,  public liability insurance,  insurance for claims against
personal  injury or death or property  damage and such other insurance as may be
applicable) and in such amounts and on such terms as is  conventionally  carried
by broadcasters  operating radio stations with facilities in the area comparable
to those of the  Stations.  Broker shall be listed as an  additional  insured on
such  insurance  policies.  Any  insurance  proceeds  received  by a Licensee in
respect of damaged  property shall be used to repair or replace such property so
that the operations of the Stations conform with this Agreement.  Licensee shall
present to Broker  prior to the  execution  of this  Agreement  certificates  of
insurance  or binders  for such  insurance  policies.  If  requested  by Broker,
Licensee shall maintain, at Broker's expense,  business  interruption  insurance
for Broker's benefit.

                                       -9-

<PAGE>




                                    20.2.6   Compliance   with   Law.   Licensee
covenants  that,  throughout the term of this  Agreement,  Licensee shall comply
with all laws and regulations  applicable in the conduct of Licensee's  business
and Licensee acknowledges that Broker has not urged,  counseled,  or advised the
use of any unfair business practice.

                           20.3 Additional  Broker  Representations,  Warranties
and Covenants.

                                    20.3.1        Compliance       with       47
C.F.R.ss.73.3555(a).  Broker hereby  verifies that execution and  performance of
this  Agreement  complies  with the  Commission's  restrictions  on local  radio
ownership set out in Section 73.3555(a) of the FCC Rules.

                                    20.3.2   Compliance   with  Applicable  Law.
Broker  covenants that its performance of its  obligations  under this Agreement
and its  furnishing of  Programming  shall be in compliance  with, and shall not
violate, any applicable laws or any applicable rules, regulations,  or orders of
the FCC or any other governmental  agency and Broker  acknowledges that Licensee
has not urged, counseled, or advised the use of any unfair business practice.

                                    20.3.3 Handling of Complaints.  Broker shall
promptly  advise  Licensee of any public or FCC complaint or inquiry that Broker
receives  concerning the  Programming  on the Stations and shall  cooperate with
Licensee  and take all  actions as may be  reasonably  requested  by Licensee in
responding to any such complaint or inquiry.

                                    20.3.4   Copyright  and  Licensing.   Broker
represents  and warrants to Licensee  that Broker has and shall have  throughout
the term of this  Agreement the full  authority to broadcast the  Programming on
the Stations and that Broker shall not broadcast on the Stations any material in
violation  of the  Copyright  Act.  All music  supplied by Broker  shall be: (i)
licensed by ASCAP,  SESAC or BMI; (ii) in the public domain; or (iii) cleared at
the source by Broker.

                                    20.3.5  Information  For FCC  Reports.  Upon
request  by  Licensee,  Broker  shall  provide  in  a  timely  manner  any  such
information in its possession  which shall enable  Licensee to prepare,  file or
maintain the records and reports required by the FCC.

                                    20.3.6 Payola/Plugola. Broker covenants that
it shall not  accept,  and shall  instruct  its  employees  not to  accept,  any
consideration, compensation, gift or gratuity of any kind whatsoever, regardless
of its value or form,  including,  but not limited to, a  commission,  discount,
bonus, materials,  supplies or other merchandise,  services or labor, whether or
not pursuant to written contracts or agreements  between Broker and merchants or
advertisers, unless the payer is identified in the program as having paid for or
furnished such consideration, in accordance with FCC requirements. Broker agrees
to annually, or more frequently at the request of Licensee,  execute and provide
Licensee with an affidavit regarding payola/plugola compliance.

                  21. Intellectual Property. Effective as of the Effective Date,
Licensee  licenses  to Broker  the  exclusive  right to use (or,  to the  extent
Licensee does not hold exclusive  rights,  the  non-exclusive  right to use) all
intellectual property owned by or licensed to Licensee and used

                                      -10-

<PAGE>



solely in the operation of the Stations  (including,  but not limited to, logos,
jingles, promotional materials, call signs, goodwill, trademarks, service marks,
slogans, tradenames, copyrights and any applications and registrations therefor)
(the "IP  License").  In the  event of  termination  of this  Agreement,  the IP
License shall terminate.

                  22.  Subcarrier  Rights.  Licensee and Broker  acknowledge and
agree that any subsidiary  communications  services  transmitted on a subcarrier
within the FM baseband  signal of any of the  Stations  ("Subcarrier"),  and any
uses of the Subcarrier authorized by the FCC ("Subcarrier Uses"), are subject to
the terms and conditions of this Agreement. Licensee hereby agrees (a) to apply,
at Broker's expense, for any additional  authorization from the FCC or any other
governmental  agency or entity that may be necessary in order to make use of any
Subcarrier Uses, and (b) that Broker has the sole and exclusive  right,  subject
to the terms  and  conditions  hereof,  to make use of any  Subcarrier  Uses and
collect the revenues  therefrom.  Broker hereby agrees to reimburse Licensee for
Licensee's  reasonable expenses incurred in carrying out Licensee's  obligations
pursuant to this Section 22, including reasonable attorneys and engineering fees
and expenses.

                  23.  Publicity.  Licensee and Broker shall not issue any press
release or otherwise make any public  statement with respect to the transactions
contemplated  herein except as may be required by law or regulation or as agreed
to by Licensee and Broker.

                  24. No Waiver; Remedies Cumulative. No failure or delay on the
part of  Licensee or Broker in  exercising  any right or power  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such right or power,  or any abandonment or  discontinuance  of steps to enforce
such a right or power,  preclude  any other or further  exercise  thereof or the
exercise of any other right or power.  The rights and  remedies of Licensee  and
Broker  herein  provided are  cumulative  and are not  exclusive of any right or
remedies which it may otherwise have.

                  25.  Construction.   This  Agreement  shall  be  construed  in
accordance  with the laws of the  State of Ohio,  without  giving  effect to the
choice of law provisions  thereunder,  and the obligations of the parties hereto
are  subject to all  federal,  state or  municipal  laws or  regulations  now or
hereafter in force and to the regulations of the FCC and all other  governmental
bodies or authorities presently or hereafter to be constituted.

                  26.  Headings.  The headings  contained in this  Agreement are
included for  convenience  only and no such  heading  shall in any way alter the
meaning of any provision.

                  27. Benefit and  Assignment.  This Agreement  shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
successors  and permitted  assigns.  Other than  assignment to a sole parent,  a
wholly-owned  subsidiary,  or a sister  company  with a common  parent,  if such
entity is authorized by the FCC to be the Licensee of the Stations, Licensee may
not  voluntarily  or  involuntarily  assign its  interest  under this  Agreement
without  the prior  written  consent of Broker.  Broker  shall have the right to
assign and/or  delegate all or any portion of its rights and  obligations  under
this Agreement, including without limitation assignments as collateral, provided
that  no  such  assignment   and/or  delegation  shall  relieve  Broker  of  its
obligations  hereunder  in the event  that its  assignee  fails to  perform  the
obligations

                                      -11-

<PAGE>



delegated. In the event that Broker finds it necessary or is required to provide
to a third party a collateral  assignment of Broker's interest in this Agreement
and/or any related documents, Licensee shall cooperate with Broker and any third
party requesting such assignment including but not limited to Licensee signing a
consent  and  acknowledgment  of such  assignment.  All  covenants,  agreements,
statements, representations, warranties and indemnities in this Agreement by and
on behalf of any of the  parties  hereto  shall bind and inure to the benefit of
their respective successors and permitted assigns of the parties hereto.

                  28.  Notices.  All  notices,   demands,   requests,  or  other
communications  which may be or are required to be given or made by any party to
any other party pursuant to this Agreement shall be in writing and shall be hand
delivered,  mailed by first-class  registered or certified mail,  return receipt
requested,  postage prepaid,  delivered by overnight air courier, or transmitted
by telegram,  telex, or facsimile  transmission addressed in accordance with the
listing set forth in  Attachment D hereto or such other address as the addressee
may  indicate  by written  notice to the other  parties.  Each  notice,  demand,
request,  or communication  which shall be given or made in the manner described
above shall be deemed  sufficiently  given or made for all purposes at such time
as it is  delivered  to the  addressee  (with the return  receipt,  the delivery
receipt,  the  affidavit of messenger or (with  respect to a telex or facsimile)
the  answerback  being  deemed  conclusive  but not  exclusive  evidence of such
delivery)  or at  such  time  as  delivery  is  refused  by the  addressee  upon
presentation.

                  29.  Entire   Agreement.   This  Agreement  and  the  Exchange
Agreement and related  documents embody the entire agreement between the parties
and   there   are  no  other   agreements,   representations,   warranties,   or
understandings, oral or written, between them with respect to the subject matter
hereof. No alterations,  modification or change of this Agreement shall be valid
unless made in writing, and signed by like written instrument.  No waiver of any
provision  hereof  shall be valid  unless  in  writing  and  signed by the party
adversely  affected by the waiver,  and then such waiver shall be effective only
in the specified instance and for the purpose for which given.

                  30.  Severability.  In the  event  that any of the  provisions
contained  in this  Agreement is held to be invalid,  illegal or  unenforceable,
such event shall not affect any other provision hereof, and this Agreement shall
be construed as if such invalid,  illegal or  unenforceable  provisions  had not
been contained herein.

                  31.  Counterpart  Signatures.  This Agreement may be signed in
one or more  counterparts,  each of which shall be deemed a duplicate  original,
binding on the parties hereto notwithstanding that the parties are not signatory
to the original or the same  counterpart.  This  Agreement  shall be binding and
effective as of the date on which the executed counterparts are exchanged by the
parties.

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

                                             AMERICAN RADIO SYSTEMS
                                               LICENSE CORP.


                                      -12-

<PAGE>



                                             By:_______________________________
                                             Title:____________________________


                                             AMERICAN RADIO SYSTEMS
                                               CORPORATION



                                             By:_______________________________
                                             Title:____________________________


                                             CITICASTERS CO.



                                             By:_______________________________
                                             Title:____________________________



                                      -13-