TIME BROKERAGE AGREEMENT

         This TIME BROKERAGE AGREEMENT (this "Agreement"), made this 24th day of
December, 1996 by and between ENTERTAINMENT COMMUNICATIONS, INC., a Pennsylvania
corporation  (the  "Programmer")  and  AMERICAN  RADIO  SYSTEMS  CORPORATION,  a
Delaware corporation ("ARS").

                                    RECITALS

         A. ARS has entered into an Asset Purchase Agreement under which ARS has
agreed to purchase Station KXOA-FM, Sacramento,  California (the "Station") from
The Brown  Organization  ("Brown") (the "Brown APA") and is currently  supplying
programming  and other services to the Station under that certain Time Brokerage
Agreement by and between ARS and Brown, dated July 24, 1996 (the "Brown TBA").

         B. ARS  wishes to retain  Programmer  to  provide  programming  for the
Station  pursuant to the terms and conditions set forth in this Agreement and in
conformity  with  the  Station's  policies  and  practices  and  the  rules  and
regulations  of  the  Federal   Communications   Commission  (the  "Commission")
concerning such arrangements.

         C. Programmer will supply such programming and sell advertising that is
in  conformance  with  the  Station's  policies  and all  Commission  rules  and
regulations,  including the requirement that the ultimate control of the Station
be maintained by the authorized licensee of the Station.

         D.  Programmer  and ARS have entered into that certain  Asset  Purchase
Agreement dated as of October 18, 1996 (the "Purchase  Agreement"),  pursuant to
which ARS has agreed to


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transfer  to  Programmer,  and  Programmer  has  agreed  to  acquire  from  ARS,
substantially  all of the assets and  businesses of the Station,  subject to the
terms and conditions therein. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Purchase Agreement.

         THEREFORE,  for and in  consideration  of the mutual  covenants  herein
contained, the parties, intending to be legally bound, agree as follows:

         1. Agreement  Term. The term of this Agreement will begin on January 1,
1997 (the "Effective Date"), and will continue until the Programmer acquires the
assets  of  the  Station  unless  earlier  terminated  in  accordance  with  the
provisions set forth herein.

         2. Programmer's Purchase of Airtime and Provision of Programming.

                  (a) During the term of this Agreement, Programmer shall supply
programming,  including  commercials,  that it  produces  or owns to the Station
twenty-four  (24) hours per day Monday through Friday and for  forty-eight  (48)
hours during Saturday  through Sunday,  provided that ARS or Brown may broadcast
up to two (2) hours of programming for the Station which is aimed at serving the
needs and  interests  of the  community  of  license of the  Station  during the
morning(s) of Saturday and/or Sunday subject to Section 12 hereto.

                  (b)  To  facilitate  delivery  of  programming  by  Programmer
hereunder,   ARS  hereby  grants  to  Programmer   the  right  (which  shall  be
nonexclusive   as  to  Programmer)  for  the  term  of  this  Agreement  to  use
substantially  all of the equipment  located in the Station's studio and offices
currently  used by ARS for sales and  broadcasting  programs on the Station.  In
addition,  Programmer shall have, and ARS hereby grants to Programmer, a license
(which shall


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be nonexclusive as to Programmer) to enter on the premises currently occupied by
the  Station  for the  purpose of  fulfilling  its  rights and  responsibilities
hereunder;  provided,  however, that ARS shall maintain, for its use, sufficient
space at the  Station's  studios  to enable ARS to conduct  its  operations  and
originate programming.  Accordingly, Programmer shall hold ARS harmless from all
costs,  fees and expenses  incurred with respect to any personal injury suffered
by any employee or agent of Programmer while on the property of ARS.  Programmer
shall also be responsible for and shall reimburse ARS for any damage  (excluding
ordinary wear and tear) to the property of ARS caused by Programmers'  employees
or agents.

         3.  Representations.  Each of ARS and Programmer represent as to itself
that it is  authorized  to enter  into this  Agreement  and that this  Agreement
constitutes the legal, valid and binding,  obligation of such party, enforceable
against  it in  accordance  with its terms.  Programmer  hereby  represents  and
warrants to ARS that Programmer is an experienced  radio broadcast station owner
and  operator  and is fully  familiar  with all  pertinent  legal  requirements,
including  but not limited to, the  Communications  Act of 1934, as amended (the
"Act"),  and the Commission's  rules,  regulations,  and policies  governing the
operation of radio  broadcast  stations.  Programmer  will comply with all legal
requirements,  including but not limited to the Act and the Commission's  rules,
regulations, and policies.

         4. Consideration.  During the term of this Agreement,  Programmer shall
pay ARS the payments set forth on Schedule A hereto.

         5. Collection of Accounts Receivable.  All cash accounts receivable for
broadcasts on the Station  which occur prior to the  Effective  Date (the "ARS's
Accounts Receivable") shall


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                                      - 4 -


belong  to ARS and  for  broadcasts  which  occur  thereafter  shall  belong  to
Programmer. Within ten (10) days following the Effective Date, ARS shall deliver
to Programmer a Schedule of Cash Accounts  Receivable  for the Station as of the
Effective date (the "Schedule").  Programmer agrees to collect for ARS the ARS's
Accounts  Receivable as shown on the Schedule for a period of one hundred twenty
(120) days  following the Effective  Date (the  "Collection  Period").  ARS will
provide  Programmer a power of attorney or other required  authorization for the
limited  purpose of allowing  Programmer to endorse and deposit checks and other
instruments  received  in payment of ARS's  Accounts  Receivable.  All  payments
received by Programmer  from any customer whose name appears in the Schedule and
who is also a customer of Programmer shall be credited as payment of the account
or invoice  designated by such customer.  In the absence of any such designation
by the customer, payments shall be first credited to the oldest invoice which is
not disputed by said  customer.  Programmer  shall keep accurate  records of the
payment received by it on ARS's Accounts Receivable and ARS shall have access at
reasonable times to Programmer's records to verify such status of ARS's Accounts
Receivable.  Within thirty (30) days of the end of each month,  Programmer shall
remit to ARS  amounts  previously  collected  by  Programmer  on ARS's  Accounts
Receivable,   along  with  a  written  accounting  of  same,  including  without
limitation a detailed open ARS's Accounts  Receivable report reflecting payments
remitted therewith, if available using ARS's systems currently maintained at the
Station. Any of ARS's Accounts Receivable that have not been collected as of the
end of the Collection Period shall be returned to ARS, together with all records
in connection  therewith,  if available using ARS's systems currently maintained
at the Station, including without limitation a detailed open


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                                      - 5 -


ARS's  Accounts   Receivable  report  reflecting  payments  remitted  therewith,
whereupon  ARS may pursue  collection  thereof in such manner as it, in its sole
discretion,  may determine.  Programmer  shall not have the right to compromise,
settle or adjust the amounts of any such ARS's Accounts Receivable without ARS's
prior written consent. Programmer's obligation and authority hereunder shall not
extend to the  institution of litigation,  employment of counsel or a collection
agency or any other extraordinary means of collection. Except to remit collected
ARS's  Accounts  Receivable in  accordance  herewith,  Programmer  shall have no
liability or obligation to ARS with respect to the collection of its accounts.

         6.       ARS Control of the Station.

                  (a) ARS will have full  authority,  power and control over the
management and operations of the Station during the term of this Agreement.  ARS
will bear all  responsibility  for the Station's  compliance with all applicable
provisions of the Act, the rules, regulations and policies of the Commission and
all other  applicable  laws,  including  without  limitation,  the  retention of
control over the policies,  programming and operation of the Station,  including
the right to  preempt  programming  which in its good faith  judgement  it deems
unsuitable or contrary to the public interest.  ARS shall be solely  responsible
for and pay in a timely manner all real and personal  property  taxes,  mortgage
fees and expenses and other real property costs, all studio and transmitter site
leases, any utilities (excluding telephone charges),  and all costs and expenses
for the maintenance of all  transmitter  equipment.  Programmer  shall cooperate
with and assist ARS in complying with all Commission rules and regulations.


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                                      - 6 -


                  (b) ARS  retains  ultimate  control  over the  Station and its
premises.  Accordingly, all employees of Programmer present at the Station or on
its premises must comply with the policies and rules  promulgated  by ARS. In no
event shall Programmer, or Programmer's employees,  represent, depict, describe,
or portray Programmer as the licensee of the Station. To this end, all employees
of  Programmer,  whose work involves the Station,  shall be informed as to ARS's
ultimate control over the Station and Programmer's subordinate capacity.

                  (c) The Station's  transmission  equipment shall be maintained
by  ARS  in a  condition  consistent  with  good  engineering  practices  and in
compliance in all material respects with the Act and all other applicable rules,
regulations and technical standards of the Commission,  subject to reimbursement
by  Programmer  as set forth on  Schedule  A hereto.  All  capital  expenditures
reasonably  required to maintain the technical  quality of the  transmission and
studio  equipment and the compliance of such equipment with  applicable laws and
regulations shall be made at the sole expense of ARS in a timely fashion.

                  (d) ARS shall, at its expense,  employ at the Station at least
one management- level employee as ARS's Station Manager and such other person(s)
as necessary to fulfill  ARS's duties  hereunder and its  obligations  under the
Commission's  rules. The Station Manager shall direct the day-to-day  operations
of the  Station  and shall  report to and be  accountable  to ARS.  ARS shall be
responsible  for the  salaries,  taxes,  insurance  and  related  costs  for all
personnel it employs at the Station.


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                                      - 7 -


         7. ARS's  Representations and Warranties.  ARS shall not knowingly take
any action or omit to take any action which would have a material adverse impact
upon the Authorizations,  ARS's assets utilized in the operation of the Station,
or upon ARS's ability to perform this Agreement.  All reports, annual regulatory
fees and  applications  required  to be filed with the  Commission  or any other
governmental  body have been and during the course of the term of this Agreement
or any  extension  thereof  will be filed in a timely and complete  manner.  The
Station's local public records file will be maintained in all material  respects
in  accordance  with  the  rules  and  regulations  of the  Commission  and such
applications, records, lists and other documents as are required to be placed in
said file shall be filed there in a timely manner. The facilities of the Station
are and will  continue to be in  compliance  in all material  respects  with the
engineering  requirements  set  forth in the  Authorizations  of the  respective
station. ARS shall not, during the term of this Agreement,  dispose of, transfer
or assign any of such assets and properties which will materially interfere with
the operation of the Station or materially  adversely impact  Programmer  except
with the prior written consent of Programmer.

         8. Programmer Responsibility.

                  (a) Programmer  shall be solely  responsible  for all expenses
incurred  in the  origination  and/or  delivery of  programming  from any remote
location  and for all  operating  expenses of the Station  (including  telephone
expenses),  excluding  those expenses for which ARS is making direct payments as
set forth in Section 6 of this Agreement (the "Other Expenses"),  subject to the
ultimate  authority  and  control  of ARS.  Subject to ARS's  obligations  under
Section 8.6 of the Purchase  Agreement,  Programmer shall be responsible for the
routine maintenance of


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                                      - 8 -


the studio  equipment  and shall keep such  equipment in good  operating  order,
reasonable wear and tear excepted.

                  (b) Programmer shall employ and be solely  responsible for the
salaries,  taxes,  insurance  and related  costs for all  personnel  employed by
Programmer (including, without limitation, salespeople, traffic personnel, board
operators  and  programming   staff)  and  shall  maintain   insurance  covering
Programmer's  activities in connection  with the  operations and business of the
Station.

                  (c)  Programmer  shall  cause  the  Station  to  transmit  any
required tests of the Emergency  Broadcast System or successor  Emergency Action
Notification System at such times as are directed by ARS.

                  (d)  Programmer  shall maintain and deliver to ARS all records
and information required by the Commission to be placed in the public inspection
file of the Station  pertaining  to the broadcast of political  programming  and
advertisements,  in  accordance  with the  provisions  of  Sections  73.1940 and
73.3526 of the Commission's rules, and agrees to broadcast sponsored programming
addressing  political  issues,  in  accordance  with the  provisions  of Section
73.1212 of the  Commission's  rules.  Programmer also shall consult with ARS and
adhere  strictly  to all  applicable  statutes  and the rules,  regulations  and
policies of the Commission,  as announced from time to time, with respect to the
carriage  of  political  advertisements  and  programming  (including,   without
limitation,  the rights of  candidates  and,  as  appropriate,  others to "equal
opportunities")  and the charges  permitted  therefor.  Programmer shall furnish
within  its   programming,   on  behalf  of  ARS,  all  station   identification
announcements required by the Commission's rules.


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                                      - 9 -


Programmer  shall  provide  information  with respect to any of its  programming
which is  responsive to the public needs and interests of the area served by the
Station  so as to assist  ARS in the  preparation  of any  required  programming
reports,  and provide other  information to enable ARS to prepare other records,
reports and logs  required by the  Commission  or other local,  state or federal
governmental agencies.

                  (e) Programmer shall cooperate fully with ARS in responding to
any questions,  comment,  inquiry, or complaint from any third party,  including
any  governmental  authority or agent thereof,  that may relate to or arise from
the  Station  or its  operations,  including  the  programming.  In the event of
Programmer's  receipt of any question,  comment,  inquiry, or complaint that may
relate to or arise from the Station or its operations, Programmer shall promptly
notify ARS of the same.

         9.  Contracts.  Programmer  shall assume,  from and after the Effective
Date, the rights and  obligations of ARS from and after the Effective Date under
the Contracts listed on Schedule 4.1.7 of the Purchase  Agreement.  In addition,
subject to proration  under  Section 8.2 of the Purchase  Agreement,  Programmer
shall succeed to all  receivables  under all of the  Station's  trade and barter
agreements  and  shall  assume  all  obligations  of  the  Station   thereunder.
Programmer shall assume all of ARS's rights and obligations  under the Contracts
and the trade and barter agreements that are freely  assignable,  or, if consent
is required from the other contracting  party, ARS shall use reasonable  efforts
to obtain such  consent as promptly as  practicable.  If ARS is unable to obtain
any necessary consent for the assignment of any Material Contract, as identified
in the  Purchase  Agreement,  to be  assigned  to  Programmer,  ARS shall act as
Programmer's agent


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                                     - 10 -


and the parties  shall  cooperate to allow  Programmer to receive the benefit of
such  contract in exchange  for  Programmer's  performance  of ARS's  rights and
obligations  thereunder  (including  the payment to ARS of all amounts due under
any contract  other than trade and barter  agreements  on or after the Effective
Date for services provided by ARS).

         10.  Employees.  Schedule 4.1.19 of the Purchase  Agreement  contains a
listing of the name, salary or compensation,  job title and original  employment
date of all current employees of the Station.

         11. Prorations.

                  (a) Except as  otherwise  provided  herein,  all  prepaid  and
deferred  income and expenses  relating to the  Station,  the Assets (as defined
under the Purchase  Agreement) or the Contracts  assumed by Entercom  under this
Agreement  pursuant to Section 9, and arising  from the conduct of the  business
and  operations  of the Station,  but  excluding  any  proration of such matters
relating to the Leases (as defined in the Purchase Agreement), shall be prorated
between  Programmer  and ARS in accordance  with generally  accepted  accounting
principles as of 12:00 a.m. on the Effective  Date.  Such  prorations  shall not
include any items paid by ARS under Section 6 hereof, but shall include, without
limitation,  business and license fees,  music and other license fees (including
any retroactive  adjustments thereof, which retroactive adjustments shall not be
subject to the ninety-day limitation set forth in Section 11(c) herein),  wages,
salaries, commissions and bonuses, accrued vacation days, sick days and personal
days (and  associated  payroll  taxes)  of such of ARS's  employees  who  become
employees of Programmer upon the Effective Date,  utility  expenses,  time sales
agreements, trade and barter agreements in excess of


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                                     - 11 -


Twenty  Thousand  Dollars  ($20,000.00),  amounts due or to become due under the
Contracts  listed on Schedule 4.1.7 of the Purchase  Agreement,  and all similar
prepaid and deferred items and other items of income and expense attributable to
the ownership and operation of the Station.

                  (b) Except as otherwise  provided  herein,  the prorations and
adjustments contemplated by this Section 11, to the extent practicable, shall be
made not later than three  business days after the  Effective  Date. As to those
prorations and adjustments not then capable of being ascertained,  an adjustment
and  proration  shall be made within  ninety (90) calendar days of the Effective
Date.

         12. Public Affairs Programming.  Notwithstanding any other provision of
this  Agreement,  Programmer  recognizes  that ARS has  certain  obligations  to
broadcast  programming  to meet the needs and  interests of the  communities  of
license for the Station. ARS shall have the right to air specific programming on
issues of importance to the local  community.  Nothing in this  Agreement  shall
abrogate the  unrestricted  authority of ARS to discharge its obligations to the
public and to comply with the law,  rules and  policies of the  Commission  with
respect  to  meeting  the  ascertained   needs  and  interests  of  the  public.
Accordingly, ARS may broadcast public affairs programming as outlined in Section
2 hereof.  ARS may air this  programming in either one two (2) hour block or any
combination  of half hour or full hour blocks of time during the hours of 6 a.m.
to 9 a.m. on Saturday and/or Sunday.

         13.  Additional ARS Obligations.  Although both parties shall cooperate
in the  broadcast of  emergency  information  over the  Station,  ARS shall also
retain the right to interrupt  Programmer's  programming in case of an emergency
or for programming which, in the


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                                     - 12 -


reasonable good faith judgment of ARS, is of overriding public  importance.  ARS
shall  also   coordinate   with   Programmer   the  Station's   hourly   station
identification  announcements  to be aired in accord with Commission  rules. ARS
shall  continue  to  maintain a main  studio for each  station,  as that term is
defined  by the  Commission,  within  the  principal  community  contour of each
station and shall staff the main studio as required by the Commission. ARS shall
be  responsible  for the  salaries,  taxes,  insurance and related costs for all
personnel  it employs at the  Station.  In  addition,  ARS shall pay any federal
regulatory fees,  maintain the local public inspection file within the community
of license of each station and shall prepare and place in such  inspection  file
all required documents  including,  but not limited to, its quarterly issues and
program lists on a timely basis. ARS shall also receive and respond to telephone
inquires from the general public.  Programmer shall provide ARS with information
with respect to certain of Programmer's  programs which may be included in ARS's
quarterly issues and programs lists.

         14. License  Renewal.  Unless this Agreement is terminated prior to the
required filing date of the  application for the renewal of the  Authorizations,
ARS shall timely file all necessary  applications  and pay all requisite fees in
connection with obtaining renewal of the Authorizations  from the Commission and
shall  thereafter  prosecute  such  renewal  applications  with  all  reasonable
diligence and otherwise use its  commercially  reasonable  efforts to obtain the
grant of such renewal  applications as expeditiously  as possible.  Furthermore,
ARS shall be responsible for broadcasting  those  announcements  required by the
Commission of broadcast  radio stations filing for license  renewal.  Programmer
shall cooperate fully in ARS's efforts to obtain renewal of the Authorizations.


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         15. Broadcast Station Programming Policy Statement. ARS has adopted and
will  enforce a Broadcast  Station  Programming  Policy  Statement  (the "Policy
Statement"),  a copy of which  appears as  Attachment  I hereto and which may be
amended to meet changing regulatory  requirements by ARS upon reasonable advance
written notice to Programmer.  Programmer  agrees and covenants to comply in all
material  respects with the Policy  Statement and with all rules and regulations
of the Commission.  If ARS reasonably  determines that a program,  commercial or
other material supplied by Programmer does not comply with the Policy Statement,
or ARS  reasonably  believes that some or all of a program,  commercial or other
material is  unsuitable  or contrary to the public  interest,  it may suspend or
cancel such  program,  commercial or other  material and shall  provide  written
notice to Programmer of such decision. Programmer shall provide programs only in
accordance  with  the  Policy   Statement  and  Commission   requirements.   All
advertising  spots and promotional  material or announcements  shall comply with
applicable  federal,  state and local  regulation  and  policies  and the Policy
Statement,   and  shall  be  produced  in  accordance  with  quality   standards
established by ARS.

         16. Compliance with Copyright Act.  Programmer  represents and warrants
to ARS that  Programmer has full  authority to broadcast its  programming on the
Station and that Programmer shall not broadcast any material in violation of any
law,  rule,  regulation or the Copyright  Act. All music  supplied by Programmer
shall be: (i) licensed by ASCAP,  SESAC or BMI;  (ii) in the public  domain;  or
(iii) cleared at the source by Programmer. Programmer and ARS will each maintain
as appropriate  their own ASCAP,  BMI and SESAC licenses for the  performance of
Programmer's programs and Programmer shall reimburse ARS for the costs of


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                                     - 14 -


such licenses as provided in Schedule A. The right to use the programming and to
authorize its use in any manner shall be and remain solely vested in Programmer,
except as provided herein.

         17.  Payola.  Programmer  agrees that  neither it nor its  employees or
agents will 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, material, supplies or other merchandise, service or
labor  (collectively  "Consideration"),  whether  or  not  pursuant  to  written
contracts or agreements between Programmer and merchants or advertisers,  unless
the third party providing such  compensation,  gift or gratuity is identified in
the program for which Consideration was provided as having paid for or furnished
such  Consideration,  in accordance with the  Communications  Act and Commission
requirements.  Programmer  agrees to  execute  and to  provide  ARS with  payola
affidavits  from itself,  and all of its  employees  and agents who are involved
with providing  programming on the Station,  at such times as ARS may reasonably
request.

         18. Sale of Advertising.  ARS grants  Programmer the sole and exclusive
right to sell  advertising  on the  Station  during the term of this  Agreement,
except as provided in this Section 18. Programmer shall retain all revenues from
the sales of advertising  time within the programming it provides to ARS and pay
all expenses attributable thereto.  Programmer may sell advertising,  consistent
with applicable rules,  regulations and the Policy Statement,  on the Station in
combination  with any  other  broadcast  station  of its  choosing,  subject  to
compliance with applicable law.  Programmer  shall be responsible for payment of
the commissions due to any national sales  representative  engaged by it for the
purpose of selling national advertising which is


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                                     - 15 -


carried  during the  programming it provides to ARS. ARS may retain all revenues
from the sale of the Station's  advertising  during the hours each week in which
ARS airs its own non-  entertainment  programming  as  provided  in  Section  12
hereof.

         19. Time  Brokerage  Challenge.  If this Agreement is challenged at the
Commission,  counsel  for ARS and counsel for the  Programmer  shall  defend the
Agreement and the parties'  performance  thereunder  throughout  all  Commission
proceedings  with the  Programmer  and ARS each  being  responsible  for its own
costs.  If  portions  of this  Agreement  do not  receive  the  approval  of the
Commission  staff,  then the parties shall reform the Agreement subject to their
respective  reasonable  business  judgment and advice of counsel or, at ARS's or
Programmer's  option,  seek reversal of the staff decision and approval from the
full Commission on appeal.

         20. Confidential  Review.  Prior to the provision of any programming by
Programmer to ARS under this Agreement,  Programmer  shall acquaint ARS with the
nature and type of the  programming to be provided.  ARS, solely for the purpose
of  ensuring  Programmer's  compliance  with the law,  Commission  rules and the
Station's  policies,  shall be entitled to review at its discretion from time to
time on a confidential basis any programming material and any other documents it
may  reasonably  request,  including  all rate cards and  disclosure  statements
related to Programmer's political advertising. Programmer shall promptly provide
ARS with copies of all correspondence and complaints received from the public as
well as copies of all program logs and promotional materials.



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                                     - 16 -


         21.      Major Defaults; Termination.

                  21.1 Programmer's Major Defaults. The occurrence of any of the
following,  after the expiration of the applicable cure periods, if any, will be
deemed  to  be a  "Major  Default"  by  Programmer  under  this  Agreement:  (a)
Programmer's  failure to timely  pay any of the  consideration  provided  for in
Section 4 and Schedule A hereof or other payments required hereunder; (b) except
as otherwise provided for in this Agreement, the failure of Programmer to supply
the programs for broadcast on the Station in  accordance  with Section 2 hereof;
or (c) any  termination of this Agreement by Programmer  other than as permitted
in Sections 1, 21.4 or 21.5.

         21.2.  ARS's Major  Defaults.  The  occurrence of any of the following,
after the expiration of the applicable  cure periods,  if any, will be deemed to
be a "Major  Default"  by ARS under  this  Agreement:  (a)  except as  otherwise
provided for in this  Agreement,  the failure of ARS to  broadcast  the programs
supplied  by  Programmer  in  accordance  with  Section  2  hereof,  or (b)  any
termination of this Agreement by ARS other than as permitted in Sections 1, 21.4
or 21.5.

         21.3.  Cure  Periods.  The cure  periods  before  any  event  listed in
Sections 21.1 or 21.2 shall become a Major Default are as follows:

                  (a) Payment by Programmer. The consideration to be paid to ARS
must be received by ARS within five (5)  business  days after ARS gives  written
notice of non-payment to Programmer.

                  (b) Certain  Matters.  There shall be no cure period for (i) a
termination by Programmer described in Section 21.1(c), or (ii) a termination by
ARS described in Section 21.2(b) hereof.


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                                     - 17 -


                  (c)  Programs   and   Broadcast   Matters.   With  respect  to
Programmer's  failure to provide programs  referred to in Section 21.1(b) hereof
or ARS's failure to broadcast  programs  referred to in Section  21.2(a) hereof,
the period  allowed for cure shall be three (3) business days from the giving of
written  notice of such failure to the  defaulting  party by the  non-defaulting
party.

         21.4. Termination Upon Occurrence of Major Default. Upon the occurrence
and continuation of a Major Default the non-defaulting  party may terminate this
Agreement by giving  written  notice to the  defaulting  party within sixty (60)
days of such  occurrence,  provided that the  non-defaulting  party has not also
committed a Major  Default  hereunder  which has not been  waived.  Such written
notice shall  specify an effective  date of  termination  which is not less than
seven (7) days nor more  than  ninety  (90)  days  from the date such  notice is
given.  In the event the  non-defaulting  party does not exercise  such right of
termination  by giving such  written  notice  within such sixty (60) day period,
then the Major Default giving rise to such right of termination  shall be deemed
waived and the Agreement shall continue in full force and effect.

         21.5.    Termination   Upon   Termination   of   Purchase    Agreement.
Notwithstanding  any other  provision  hereof,  this Agreement may be terminated
upon not less than seven (7) days' prior  written  notice by either party at any
time following termination of the Purchase Agreement pursuant to its terms.

         22. All Other Defaults.  The remedy of the non-defaulting party for any
uncured defaults hereunder shall be indemnification as provided herein.


<PAGE>


                                     - 18 -


         23.   Liabilities   Upon   Termination.   Programmer  shall  be  solely
responsible for all of its  liabilities,  debts and obligations  incident to its
purchase of broadcast time hereunder,  including,  without limitation,  accounts
payable and unaired advertisements,  but not for ARS's federal, state, and local
tax liabilities associated with Programmer's payments to ARS as provided herein.
Upon termination pursuant to Sections 21.4 or 21.5 hereto, ARS shall be under no
further  obligation  to make  available  to  Programmer  any  broadcast  time or
broadcast transmission facilities, provided that, if termination is not due to a
Major Default by Programmer,  ARS agrees that it will cooperate  reasonably with
Programmer to discharge in exchange for  reasonable  compensation  any remaining
obligations  of Programmer in the form of air time  following the effective date
of termination.  At the date of termination,  Programmer shall return to ARS any
equipment  or property of the  Station  used by  Programmer,  its  employees  or
agents,  in  substantially  the same condition as such equipment  existed on the
Effective Date of this Agreement,  shall restore ARS's  technical  facilities to
substantially  the same  condition as such  facilities  existed on the Effective
Date of this Agreement,  ordinary wear and tear excepted,  shall reassign to ARS
all of the  Contracts  relating to the Station  which were assumed by Programmer
upon  the  Effective  Date  and any new  contracts  entered  into by  Programmer
relating to the Station,  and shall  otherwise take such actions,  including the
payment of prorations  in the manner set forth in Section 11 hereof,  to restore
to the extent then practicable the parties hereto to their respective  positions
prior to the Effective Date of this Agreement.  Notwithstanding  anything in the
foregoing to the contrary, termination shall not extinguish any rights of either
party as may be provided by Sections 24 and 25 hereof.


<PAGE>


                                     - 19 -


         24. ARS's Indemnification.  ARS shall indemnify,  defend, hold and save
Programmer  and  its  stockholders,   directors,   partners,  officers,  agents,
employees, successors and assigns, harmless from and against any and all claims,
losses,  costs,  liabilities,  damages,  Commission  forfeitures,  and expenses,
including  reasonable  counsel  fees (at trial and on  appeal),  or every  kind,
nature, and description,  including libel, slander, illegal competition or trade
practices, or infringement of trade marks or program titles, violation of rights
of privacy, and infringement of copyrights and proprietary rights arising out of
(i) ARS's  operation of the Station (not  including the operation of the Station
by Programmer)  under this  Agreement and (ii) breach of any material  warranty,
representation,  covenant,  agreement  or  obligation  of ARS  contained in this
Agreement.

         25. Programmer's  Indemnification.  Programmer shall indemnify, defend,
hold and save ARS and its stockholders,  directors,  partners, officers, agents,
employees, successors and assigns, harmless from and against any and all claims,
losses,  costs,  liabilities,  damages,  Commission  forfeitures,  and expenses,
including  reasonable  counsel  fees (at trial and on  appeal),  of every  kind,
nature, and description including libel,  slander,  illegal competition or trade
practices,  or  infringement  of trade marks or program  titles,  violations  of
rights of privacy, and infringement of copyrights and proprietary rights arising
out of (i) the programming  furnished by Programmer  under this Agreement,  (ii)
the actions or failure to act of  Programmer's  employees  or agents  under this
Agreement,  (iii) breach of any  material  warranty,  representation,  covenant,
agreement or obligation of Programmer contained in this Agreement,  (iv) any and
all  promotions,  contests  and  on-air  "give-aways"  relating  to the  Station
conducted by Programmer  during the terms of this  Agreement,  (v) any liability
resulting from Programmer's default under


<PAGE>


                                     - 20 -


the Contracts  assumed in accordance  with Section 9 hereof,  and (vi) all other
matters  arising out of or relating to  Programmer's  activities  involving  the
Station or use of ARS's  facilities  or relating to the  obligations  assumed by
Programmer under this Agreement.

         26. Procedure for  Indemnification.  Any party seeking  indemnification
under this  Agreement (the  "Indemnified  Party") shall give the party from whom
indemnification is sought (the "Indemnifying Party") written notice of any claim
or the commencement of any action or proceeding for which the Indemnified  Party
seeks  indemnification,  and the Indemnified Party shall permit the Indemnifying
Party to assume the defense of any such claim or any  litigation  resulting from
such claim,  unless injunctive relief is sought against the Indemnified Party in
which case the  Indemnified  Party shall have the right to join in any  defense.
The Indemnified Party's failure to give the Indemnifying Party notice under this
clause  shall not preclude the  Indemnified  Party from seeking  indemnification
from the  Indemnifying  Party except to the extent that the Indemnified  Party's
failure has materially prejudiced the Indemnifying Party's ability to defend the
claim or litigation. The Indemnifying Party shall not settle any claim for which
the Indemnified Party seeks  indemnification or consent to entry of any judgment
in  litigation  arising  from such a claim  without  obtaining  a release of the
Indemnified Party from all liability in respect of such claim or litigation.  If
the  Indemnifying  Party  shall not  assume  the  defense  of any such  claim or
litigation  resulting  therefrom,  the  Indemnified  Party may defend against or
settle such claim or litigation in such manner as it may deem  appropriate,  and
the Indemnifying  Party shall promptly  reimburse the Indemnified  Party for the
amount of all expenses, legal or otherwise, incurred by the Indemnified Party in
connection with the defense


<PAGE>


                                     - 21 -


against or settlement of such claim or litigation; if no settlement of the claim
or litigation  is made,  the  Indemnifying  Party shall  promptly  reimburse the
Indemnified  Party for the amount of any judgment  rendered with respect to such
claim or in such litigation and for all expenses,  legal or otherwise,  incurred
by the Indemnified Party in the defense against such claim or litigation.

         27. Dispute Over  Indemnification.  If upon presentation of a claim for
indemnity hereunder, the Indemnifying Party does not agree that all, or part, of
such  claim  is  subject  to the  indemnification  obligations  imposed  upon it
pursuant to this Agreement,  it shall promptly so notify the Indemnified  Party.
Thereupon,  the parties shall attempt to resolve their dispute,  including where
appropriate reaching an agreement as to that portion of the claim, if any, which
both concede is subject to  indemnification.  To the extent that the parties are
unable to reach some compromise within thirty (30) days thereafter,  the parties
shall be free to pursue all appropriate legal and equitable remedies.

         28. Programmer's Remedies for Operational  Deficiencies.  Except as set
forth  in  Section  29,  and  except  for  scheduled   reductions  in  power  or
interruptions occurring between the hours of 1:00 a.m. and 5:00 a.m. as a result
of maintenance or repairs,  if any of the normal broadcast  transmissions of the
Station is interrupted, interfered with, or in any way impaired with so that the
Station is not operating at full licensed power and antenna height or is off the
air, Programmer shall be entitled to an equitable reduction in the amount of its
monthly  fee which is  proportionate  to the  period of time that the  Station's
operations are deficient or the Station is off the air.


<PAGE>


                                     - 22 -


         29. Force  Majeure.  Any failure or impairment of the facilities of the
Station or any delay or interruption in the broadcast of programs, or failure at
any time to furnish  facilities,  in whole or in part, for broadcast due to Acts
of God, strikes,  lockouts,  material or labor  restrictions by any governmental
authority,  civil  riot,  floods and any other cause not  reasonably  within the
control  of ARS  (including  any  obligation  of ARS to reduce  power or suspend
operation to avoid  occupational  exposure to harmful RF  radiation),  shall not
constitute a breach of this Agreement and ARS will not be liable to Programmer.

         30.      Special Provisions Relating to Brown TBA.

         ARS and  Programmer  acknowledge  that ARS is a party to the Brown TBA,
pursuant  to which  Brown  has  retained  ARS to  supply  programming  and other
services for Stations KQPT(FM),  KXOA-FM and KXOA(AM),  Sacramento,  California.
During  the  period  from  the  Effective  Date  of  this  Agreement  until  the
termination  of the Brown TBA upon  consummation  of the Brown APA,  the parties
hereto covenant and agree as follows:

         (a) Programmer shall undertake to provide to ARS all of the programming
for which it has the right and/or  obligation  to Brown for the broadcast on the
Station under the terms of the Brown TBA.

         (b) ARS will obtain the express  written consent of Brown to enter into
this Agreement prior to the Effective Date.

         (c)  Notwithstanding  any  provisions set forth in the Brown TBA to the
contrary, ARS will not assign and Programmer will not assume the obligations set
forth in the Brown TBA relating to the  employees of the Station,  including but
not limited to the obligations set forth in


<PAGE>


                                     - 23 -


Section 2.3 of the Brown TBA. The rights and obligations of Programmer  relating
to the  employees  of the  Station  will be governed  by the  provisions  of the
Purchase Agreement.

         (d)  Notwithstanding  any  provisions set forth in the Brown TBA to the
contrary, ARS will not assign and Programmer will not assume the obligations set
forth in the Brown TBA relating to the payment of consideration for the air time
made  available,  including  but not  limited  to the  obligations  set forth in
Section  1.4 of the Brown TBA.  Programmer  will pay ARS the  consideration  set
forth in Schedule A hereto.

         (e) ARS  shall at all times  have the right to accept or reject  any or
all of said  programming  which it believes in its sole discretion is or may not
be in compliance  with its obligations  under the Brown TBA, the  Communications
Act of 1934, as amended,  the rules,  regulations and policies of the Commission
or its established  corporate policies with respect to public interest standards
and to substitute programming of its own for broadcast on the Station.

         (f)  In  exercising  its  right  to  reject  programming   provided  by
Programmer or to substitute  programming for broadcast on the Station, ARS shall
be guided by  consideration of compliance with federal and state laws, rules and
regulations of the Commission,  contractual  obligations under the Brown TBA and
established  corporate policies with respect to public interest  standards,  and
not for the commercial advantage of ARS or in any arbitrary manner.

         (g)  Programmer  shall serve as ARS's  exclusive  agent for the sale of
commercial  time on the  Station,  and shall have and be entitled to exercise as
agent for ARS all of the rights  which ARS has under the terms of the Brown TBA,
shall comply with all  obligations of ARS with respect to the sale of commercial
time on the Station as set forth in the Brown TBA, and in


<PAGE>


                                     - 24 -


exchange  for the  obligations  undertaken  by  Programmer  hereunder  shall  be
entitled to keep for its own account any revenues  which it may realize from its
activities with respect to the Station.

         (h)  Programmer  shall  be  liable  for  and to the  extent  reasonably
possible will perform all of the  obligations  and  requirements  imposed on ARS
under the Brown TBA to the  extent  that  they are  attributable  to the  period
during  which this  Agreement  is in effect,  and to the extent that  Programmer
cannot  reasonably  perform any such  obligations it shall reimburse ARS for the
actual cost of doing so.

         (i) ARS shall use its best efforts to assist  Programmer  in performing
those  obligations  under the Brown TBA which cannot  reasonably be performed by
Programmer  or which are  required by the terms of the Brown TBA to be performed
by ARS rather than by an agent or delegate of ARS.

         (j) ARS shall use its best  efforts to perform  all of its  obligations
under and to preserve and enforce its rights under the Brown TBA in consultation
and cooperation with Programmer.

         31. Other Agreements.  During the term of this Agreement,  ARS will not
enter into any other time  brokerage,  program  provision,  local  management or
similar agreement with any third party with respect to the Station.

         32. Assignment.  This Agreement shall be binding upon and insure to the
benefit  of the  parties  hereto,  their  successors  and  assignees,  including
specifically  any purchaser of the Station from ARS. No party to this  Agreement
may assign its rights or delegate its  obligations  under this  Agreement to any
other person or entity without the express prior written consent of


<PAGE>


                                     - 25 -


the other parties, except that (a) Programmer may assign its rights and delegate
its obligations to one or more  subsidiary or affiliated  entities of Programmer
and (b) in the event  that  Programmer  finds it  necessary  or is  required  to
provide to a third party a collateral  assignment  of  Programmer's  interest in
this Agreement or any related documents,  ARS will cooperate with Programmer and
any third party requesting such assignment, including but not limited to signing
a  consent  and  acknowledgment  of such  assignment,  provided,  however,  that
Programmer shall remain fully liable as to all of its obligations and agreements
hereunder whether or not delegated or assigned.

         33. Entire Agreement.  The Purchase Agreement,  this Agreement, and the
attachments  hereto and thereto embody the entire agreement and understanding of
the  parties  and  supersede  any  and all  prior  agreements,  arrangements  or
understandings relating to the matters provided herein. No amendment,  waiver of
compliance with any provision or condition  hereof,  or consent pursuant to this
Agreement will be effective  unless evidenced by an instrument in writing signed
by the parties.

         34. Taxes.  ARS and Programmer shall each pay its own ad valorem taxes,
if any, which may be assessed on such party's  respective  personal property for
the  periods  that such  items  are owned by such  party.  Each  party  shall be
responsible  for  any  sales  tax  imposed  on  advertising   aired  during  the
programming provided by that party.

         35.  Headings.  The  headings  are for  convenience  only  and will not
control  or  affect  the  meaning  or  construction  of the  provisions  of this
Agreement.


<PAGE>


                                     - 26 -


         36. Governing Law. The obligations of ARS and Programmer are subject to
applicable federal, state and local law, rules and regulations,  including,  but
not limited to, the Act and the rules and  regulations  of the  Commission.  The
construction  and  performance  of the Agreement will be governed by the laws of
the  State of  California,  without  reference  to that  State's  principles  of
conflicts of law, with venue to be in California.

         37. Notices. Any notice,  demand or request required or permitted to be
given under the  provisions of this  Agreement  shall be in writing and shall be
given by hand delivery,  by prepaid  registered or certified  mail,  with return
receipt  requested,  by an  established  overnight  courier  providing  proof of
delivery for next business day delivery or by telecopy addressed as follows:

         To ARS:           American Radio Systems Corporation
                           116 Huntington Avenue, 11th Floor
                           Boston, Massachusetts 02116
                           Attn: Steven B. Dodge, President
                           Telecopy Number: 617-375-7575

         with a copy to:   Dow, Lohnes and Albertson
                           1200 New Hampshire Ave., NW, Suite 800
                           Washington, DC 20036
                           Attn: John R. Feore, Jr., Esq.
                           Telecopy Number: 202-857-2900

         If to Programmer: Entertainment Communications, Inc.
                           401 City Avenue,  Suite 409
                           Bala Cynwyd, PA 19004
                           Attn:  Joseph M. Field, President
                           Telecopy Number:  610-660-5641



<PAGE>


                                     - 27 -


         with a copy to:   Entertainment Communications, Inc.
                           401 City Avenue,  Suite 409
                           Bala Cynwyd, PA 19004
                           Attn: John C. Donlevie, Esq.
                           Telecopy Number:  610-660-5620

         and a  copy to:   Leventhal, Senter & Lerman
                           2000 K Street, NW,  Suite 600
                           Washington, DC 20006
                           Attn: Brian M. Madden, Esq.
                           Telecopier number:  202-293-7783

         The date of any such notice and service  thereof shall be deemed to be:
(i) the day of delivery if hand  delivered or  delivered  by overnight  courier;
(ii) the day of delivery as indicated  on the return  receipt if  dispatched  by
mail; or (iii) the date of telecopy  transmission as indicated on the telecopier
transmission  report  provided  that  any  telecopy  transmission  shall  not be
effective  unless a paper  copy  sent by  overnight  courier  on the date of the
telecopy transmission is delivered.  Either party may change its address for the
purpose  of notice  by giving  notice  of such  change  in  accordance  with the
provisions of this paragraph.

         38. Severability. If any provision of this Agreement or the application
thereof to any person or circumstances  shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provision to
other  persons  or  circumstances  shall not be  affected  thereby  and shall be
enforced to the greatest extent permitted by law.

         39. Certifications.

                  (a) Control of Station.  Subject to, and  consistent  with the
rights  of Brown  under the Brown TBA  during  the term of that  agreement,  ARS
hereby verifies that it will


<PAGE>


                                     - 28 -


maintain  control of the  Station  and its  facilities,  including  specifically
control over the Station's  finances,  personnel and programming during the term
of this Agreement.

                  (b)  Compliance  with  Ownership  Rules.   Programmer   hereby
verifies that the arrangement  contemplated by this Agreement  complies with the
provisions of Section 73.3555(a) of the rules and regulations of the Commission.

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

                                        ENTERTAINMENT COMMUNICATIONS, INC.

                                        By:
                                            ------------------------------------
                                            Name: John C. Donlevie
                                            Title:   Executive Vice President



                                        AMERICAN RADIO SYSTEMS CORPORATION



                                        By: /s/Steven B. Dodge
                                            ------------------------------------
                                            Name:  Steven B. Dodge
                                            Title: Chief Executive Officer



<PAGE>


                                     - 29 -


                                   SCHEDULE A

                                PAYMENT SCHEDULE

         In exchange for the air time  supplied to  Programmer  pursuant to this
Agreement,  Programmer  shall pay ARS the  following  monthly fee (the  "Monthly
Fee") during each of the specified calendar months:

                  January, 1997             $100,000
                  February, 1997            $100,000
                  March, 1997               $200,000
                  April, 1997               $200,000
                  May, 1997                 $200,000
                  June, 1997                $200,000

         The first  Monthly  Fee is due and payable on  Effective  Date and each
successive payment is due on the first day of each month thereafter. The Monthly
Fee shall be reduced pro rata for any partial  month at the  beginning or end of
the term of this Agreement.

         In addition to the Monthly Fee, Programmer shall promptly reimburse ARS
the amount of Station  expenses for which ARS is making  direct  payments as set
forth in Section 6 hereof,  and for all other payments  related to the continued
operation  of the  Station  incurred  by ARS  which  are not  paid  directly  by
Programmer, as they are incurred during the term of this Agreement, exclusive of
any payments of any nature (a) made with respect to capital expenditures made to
continue the operation of the Station as provided in Section 6 and under Section
6.1.6 of the Purchase Agreement or (b) made to, with respect of, or on behalf of
any of ARS's  employees  at the  Station  after the  Effective  Date.  ARS shall
deliver a statement in  reasonable  detail with back-up  documentation  for such
expenses evidencing payment thereof,  and Programmer shall pay ARS such expenses
within ten (10) business days of receipt of such statement.


<PAGE>


                                     - 30 -



                                  ATTACHMENT I


         Programmer agrees to cooperate with ARS in the broadcasting of programs
in a manner consistent with the standards of ARS, as set forth below:

         1.  Election  Procedures.  At least  90 days  before  the  start of any
primary or regular  election  campaign,  Programmer  will  coordinate with ARS's
Station  Manager  the  rate  Programmer  will  charge  for  time  to be  sold to
candidates  for public office  and/or their  supporters to make certain that the
rate  charged  conforms  to  all  applicable  laws  and  the  Station's  policy.
Throughout a campaign, Programmer will comply with all applicable laws and rules
concerning political candidacy broadcasts and will promptly notify ARS's Station
Manager of any  disputes  concerning  either the  treatment of or rate charged a
candidate or supporter.

         2. Required  Announcements.  Programmer shall broadcast an announcement
in a form  satisfactory  to ARS at the  beginning  of each hour to identify  the
Station, and any other announcement that may be required by law, regulation,  or
the Station's policy.

         3. Commercial Recordkeeping.  Programmer shall maintain such records of
the  receipt  of, and  provide  such  disclosure  to ARS of, any  consideration,
whether in money, goods, services, or otherwise, which is paid or promised to be
paid,  either  directly  or  indirectly,  by  any  person  or  company  for  the
presentation of any programming over the Station as are required by Sections 317
and 507 of the Communications Act and the rules and regulations of the FCC.

         4. No Illegal  Announcements.  No announcements or promotion prohibited
by federal or state law or regulation  of any lottery,  game or contest shall be
made over the Station.

         5. Indecency,  Hoaxes. No programming  violative of applicable laws and
rules concerning indecency or hoaxes will be broadcast over the Station.

         6.  Controversial  Issues.  Any broadcast  over the Station  concerning
controversial issues of public importance shall comply with the then current FCC
rules and policies.

         7. Respectful of Faiths. The subject of religion and particular faiths,
tenets and customs shall be treated with respect at all times.

         8. ARS's Discretion Paramount.  In accordance with ARS's responsibility
under the Communications Act of 1934, as amended,  and the rules and regulations
of the


<PAGE>


                                     - 31 -

Federal Communications Commission, ARS reserves the right to reject or terminate
any  advertising  proposed to be presented or being  presented  over the Station
which is in conflict with the  Station's  policy or which in the judgment of ARS
or its Station Manager would not serve the public interest.

         ARS may waive any of the foregoing  regulations  in specific  instances
if, in its reasonable opinion,  good broadcasting in the public interest will be
served thereby.