<PAGE>

                                                                    EXHIBIT 4.29

                                 RADIO ONE, INC.


                                       AND

                            WILMINGTON TRUST COMPANY,


                                  Warrant Agent


                            -----------------------


                                WARRANT AGREEMENT


                            -----------------------

                          Providing for the Issuance of
                __% [Notes/Debentures] Due 20__ Purchase Warrants

                         Dated as of ____________, 200_

<PAGE>


                                WARRANT AGREEMENT

     THIS WARRANT AGREEMENT is entered into as of _______________, 200_, between
Radio One, Inc., a Delaware corporation (the "Company") and Wilmington Trust
Company, a banking corporation incorporated under the laws of Delaware (the
"Agent").

                              W I T N E S S E T H:

     WHEREAS, the Company proposes to issue ____ Warrants (as hereinafter
defined), each Warrant entitling the registered owner thereof to purchase ___%
[Notes/Debentures] Due ______ (as hereinafter defined) of the Company at the
price and upon the terms and conditions herein set forth; and

     WHEREAS, the Company is duly authorized to issue the Warrants as herein
provided; and

     WHEREAS, all things necessary have been done and performed to make the
Warrants when duly authenticated by the Agent and issued as in this Agreement
provided legal and valid and binding upon the Company with the benefits and
subject to the terms of this Agreement.

     NOW, THEREFORE, for good and valuable consideration mutually given and
received, the receipt and sufficiency whereof is hereby acknowledged, it is
hereby agreed and declared as follows:

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.1. DEFINITIONS. Except as otherwise expressly provided or unless
the context otherwise requires, the terms defined in this Section 1.1 shall for
all purposes of this Agreement, have the meanings herein specified, the
following definitions to be equally applicable to both the singular and plural
forms of any of the terms herein defined:

     The term "Agent" shall mean Wilmington Trust Company, a Delaware banking
corporation, or its lawful successors from time to time appointed in accordance
with this Agreement.

     The term "Agreement" shall mean this Warrant Agreement between the Company
and the Agent, as such agreement is originally executed or as it may from time
to time be supplemented, modified or amended as provided herein.

     The term "Business Day" shall mean any day which is not a Saturday or
Sunday or which in Wilmington, Delaware or the City of New York is neither a
legal holiday nor a day on which banking institutions are authorized by law or
regulation to close.

     The term "Company" shall mean Radio One, Inc., a Delaware corporation,
until a successor entity shall have become such pursuant to the applicable
provisions of this Agreement and thereafter the term "Company" shall mean such
successor entity.

     The term "Event of Default" shall mean any event specified as such in
Section 6.1 hereof. An Event of Default shall "exist" if an Event of Default
shall have occurred and be continuing.

     The term "Exercise Date" shall mean each date during the Exercise Period on
which [Notes/Debentures] are purchased by a Registered Owner through the
exercise of all or a portion of its Warrants.

     The term "Exercise Form" shall mean the form designated Exercise Form
attached as Annex II to each Warrant.

     The term "Exercise Period" shall mean the period commencing at 9:00 A.M.
(time) on _____________, 200_ and ending at 4:00 P.M. (___________ time) on
_____________, _____.


                                       1

<PAGE>

     The term "Exercise Price" shall have the meaning accorded such term in
Section 2.1 of this Agreement.

     The term "Indenture" shall mean that certain Indenture dated as of
___________, 200_ between the Company and ___________, as trustee, as such
Indenture was originally executed or as it may from time to time be
supplemented, modified or amended in accordance with the terms thereof.

     The term "[Notes/Debentures]" means any or all, as the case may be, of the
Company's ___% [Notes/Debentures] Due ___________, authenticated and delivered
as provided in the Indenture.

     The term "Notice of Intent to Exercise" shall have the meaning accorded
thereto in Section 4.1 of this Agreement. The form of Notice of Intent to
Exercise is attached as Annex I to each Warrant.

     The term "Outstanding" when used with reference to the Warrants shall mean,
as of the date of determination, all Warrants theretofore authenticated and
delivered under this Agreement, except:

         (a) Warrants theretofore canceled by the Agent or delivered to the
Agent for cancellation and

         (b) Warrants in exchange for or in lieu of which other Warrants shall
have been authenticated and delivered under this Agreement.

     The term "Person" shall mean an individual, a corporation, a partnership, a
joint venture, an association, a joint stock company, a trust, an unincorporated
organization, or a government or any agency, authority or political subdivision
thereof.

     The term "Register" shall mean the books for the registration and transfer
of Warrants which books are kept by the Agent pursuant to Section 3.1 hereof.

     The term "Time of Expiry" means 4:00 p.m., _________ time, on ____________,
20___.

     The term "Warrantholders" or "Registered Owners" means the persons from
time to time who are Registered Owners of the Warrants.

     The term "Warrantholders' Request" means an instrument signed in one or
more counterparts by the Warrantholders entitled to purchase in the aggregate
not less than a majority of the aggregate principal amount of [Notes/Debentures]
which could be purchased pursuant to all Warrants then Outstanding requesting
the Agent to take some action or proceeding specified therein.

     The term "Warrants" means the ___% [Notes/Debentures] Due 200__ Purchase
Warrants issued hereunder pursuant to which Warrantholders have the right to
purchase [Notes/Debentures] on the terms and conditions herein set forth.

     The term "Written Order of the Company" and "Written Consent of the
Company" mean, respectively, a written order or consent signed in the name of
the Company by any one of its officers and may consist of one or more
instruments so executed.

                                   ARTICLE II
                              ISSUANCE OF WARRANTS

     SECTION 2.1. ISSUANCE AND TERMS OF WARRANTS. The issuance of Warrants
entitling the Registered Owners thereof to purchase up to an aggregate of not
more than [U.S. $/Specified Currency]_______ in principal amount of the
[Notes/Debentures] is hereby authorized. The Warrants are hereby designated as
the "[Notes/Debentures] Due 20__ Purchase Warrants." The Warrants shall be
delivered by the Company to the Agent to be authenticated by the Agent and
delivered in accordance with the Written Order of the Company. The Warrants
shall be dated ________, 20__ and shall be issuable in fully registered form and
in denominations that permit the purchase upon exercise of [U.S. $/Specified
Currency] _______ principal amount of [Notes/Debentures] and any integral
multiples thereof.


                                       2

<PAGE>

     The Warrants shall be exercisable on any Business Day during the Exercise
Period. Each Warrant in the denomination of [U.S. $/Specified Currency] shall
entitle the Registered Owner thereof to exercise such Warrant in accordance with
and pursuant to the terms thereof for the purchase of a [Note/Debenture] in the
principal amount of [U.S. $/Specified Currency] at par plus interest accrued
thereon from _______________, _______, _____ to but not including, the Exercise
Date (the "Exercise Price").

     SECTION 2.2. FORM OF WARRANTS. The Warrants shall be in substantially the
form set out in this Section 2.2, with such additional provisions, omissions,
variations or substitutions as are not inconsistent with the provisions of this
Agreement. The Warrants may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistent herewith, be determined by the officer executing such Warrants as
evidenced by such officer's execution thereof.

                                 FORM OF WARRANT

     Number R-W-___ _____ Warrant(s) Representing Right to Purchase Up to [U.S.
$/Specified Currency] ________ in Aggregate Principal Amount of ___%
[Notes/Debentures] Due _______________.

     This Warrant expires at 4:00 p.m. (_______ time) on [________, _________]
and thereafter will be void and of no value. Notice of the holder's intent to
exercise this Warrant must be given to Wilmington Trust Company, as Agent not
later than 4:00 P.M. (________ time) [____________, _____].

                                 RADIO ONE, INC.

                        [NOTE/DEBENTURE] PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, ____________, the Registered Owner
hereof (herein sometimes called the "Warrantholder") is entitled, upon and
subject to the terms and conditions set forth herein and in the Warrant
Agreement (the "Warrant Agreement") dated as of ___________, ____, ____ between
Radio One, Inc. (the "Company") and Wilmington Trust Company, as Agent, (the
"Agent"), to purchase at par plus interest accrued thereon, if any, at any time
from 9:00 A.M. (___________ time) [____________, _____] to 4:00 P.M. (________
time) [________________, _____], inclusive (each such date being referred to as
an "Exercise Date") up to [U.S. $/Specified Currency] ___________ in aggregate
principal amount of ___% [Notes/Debentures] Due 20__ (the "[Notes/Debentures]")
of the Company, by providing written notice to the Agent of the Warrantholder's
intention to exercise its right to purchase provided for herein specifying the
number of Warrants which the Warrantholder wishes to exercise, such notice to be
provided in the notice form annexed hereto as Annex II not earlier than 9:00
A.M. (________ time)on [_________________, ____] and not later than 4:00 P.M.
(___________ time) [____________, ___], and by surrendering to the Agent at its
principal office in Wilmington, Delaware, on any Exercise Date, this Warrant,
with the Exercise Form on which this Warrant is exercised, the
[Notes/Debentures] will be delivered as described below against payment therefor
in [U.S. Federal Reserve or other United States/Specified Currency] funds
current and immediately available to the Agent at the amount designated in the
Warrant Agreement, in each case in an amount equal to the purchase price of the
[Notes/Debentures] so purchased pursuant to the exercise of this Warrant.

     This Warrant is one of a duly authorized issue of warrants issued under the
provisions of the Warrant Agreement. Reference is hereby made for particulars of
the rights of the Warrantholders and of the Company in respect thereof and the
terms and conditions upon which the Warrants are issue and held, all to the sole
effect as if the provisions of the Warrant Agreement were herein set forth, to
all of which the Warrantholder by acceptance hereof assents. The Company will
furnish to the Warrantholder, upon written request and without charge, a copy of
the Warrant Agreement. All capitalized terms not otherwise defined herein, shall
have the meanings ascribed thereto in the Warrant Agreement.

     The [Notes/Debentures] purchased pursuant to the exercise of this Warrant
will be mailed by certified mail return receipt requested to the person
specified in the Exercise Form annexed hereto at its address specified therein
or, if so specified in the Exercise Form, delivered to such person or its agent
at the principal office of the Agent in ______________ on the Exercise Date. If
[Notes/ Debentures] are purchased in an aggregate principal amount which is less
than the total principal amount of the [Note/Debentures] that can be purchased
pursuant to this Warrant, the


                                       3

<PAGE>

Warrantholder hereof will be entitled to receive
without charge a new Warrant in respect of the balance of the principal amounts
of [Notes/Debentures] which the Registered Owner hereof was entitled to purchase
under the surrendered Warrant and which were not then purchased.

     On presentation at the principal office of the Agent in Wilmington,
Delaware, subject to the provisions of the Warrant Agreement, one or more
Warrants may be exchanged for one or more Warrants entitling the Warrantholder
to purchase an equal aggregate principal amount of [Notes/Debentures] as may be
purchased under the Warrant or Warrants so exchanged. Nothing contained in this
Warrant, the Warrant Agreement or elsewhere shall be construed as conferring
upon the Warrantholder hereof any right or interest whatsoever as an owner of
[Notes/Debentures] or any other right or interest in respect thereof except as
herein and in the Warrant Agreement expressly provided.

     This Warrant is registered on the books of the Company and is transferable
only in accordance with the provisions of the Warrant Agreement by surrender
thereof at the principal office of the Agent duly endorsed or accompanied by a
written instrument of transfer duly executed by the Registered Owner of this
Warrant or its attorney duly authorized in writing all in accordance with the
terms and provisions of the Warrant Agreement.

     This Warrant and the Warrant Agreement are governed by and construed in
accordance with the laws of [Delaware].

     IN WITNESS WHEREOF the Company has caused this Warrant to be duly executed
as of _________________, ___.


                                    RADIO ONE, INC.

                                    By
                                      ------------------------------------------

                          Certificate of Authentication

This is one of the Warrants described
in the within-mentioned Warrant Agreement

WILMINGTON TRUST COMPANY, as Agent

By______________________________________
         Authorized Officer


                                       4

<PAGE>



                     ANNEX I - NOTICE OF INTENT TO EXERCISE

     TO:      WILMINGTON TRUST COMPANY

     The undersigned Warrantholder of _____ Warrants evidenced by Warrant Number
____ (the "Warrant") hereby notifies you pursuant to Section 4.1 of the Warrant
Agreement dated as of __________ , ____ (the "Warrant Agreement") between Radio
One, Inc. (the "Company") and Wilmington Trust Company, as Agent, of the
undersigned's intention to exercise _______ of such Warrants on ____________,
____ (the "Exercise Date") to purchase [U.S. $/Specified Currency]
________________ in aggregate principal amount of the Company's ___%
[Notes/Debentures] Due __________________ (the "[Notes/Debentures]") at par plus
interest accrued, if any, from and after [___________, _____]. The purchase
price shall be a total of [U.S. $/Specified Currency] __________ representing
[U.S. $/Specified Currency] _______ in principal and [U.S. $/Specified Currency]
in accrued interest.

     The Warrant with the Exercise Form duly completed shall be delivered to the
Agent at its principal office in Wilmington, Delaware. Payment of the purchase
price of the [Notes/Debentures] shall be made in [U.S. Federal Reserve or other
United States/Specified Currency funds] immediately available at the principal
office of the Agent on the Exercise Date. The undersigned shall direct such
[Notes/Debentures] be registered and delivered in the name(s) and the amount(s)
set forth opposite the undersigned's name on Annex II to the Warrant.

     DATED this _____ day of ____________, ____.

                                     [NAME OF WARRANTHOLDER]

                                     By
                                       -----------------------------------------

                            ANNEX II - EXERCISE FORM

     TO:      WILMINGTON TRUST COMPANY

     The undersigned Warrantholder of ______ Warrants evidenced by the Warrant
attached hereto hereby exercises on _____________, ____ (the "Exercise Date")
Warrants to purchase [U.S. $/Specified Currency] _______ in aggregate principal
amount of Radio One Inc.'s ___% [Notes/Debentures] Due ____________ (the
"[Notes/ Debentures]") at par plus $______ in accrued interest on the
[Notes/Debentures] from [_________________, ___], and agrees to transfer on the
Exercise Date in [U.S. $/Specified Currency] funds immediately available to the
Agent (at [account]) such purchase price of the [Notes/Debentures] all in
accordance with the terms and conditions of the Warrant Agreement dated as of
____________, ____ (the "Warrant Agreement") between Radio One, Inc. and
Wilmington Trust Company, as Agent. The undersigned hereby irrevocably directs
that such [Notes/Debentures] be registered and delivered in accordance with the
directions set forth herein.

     The undersigned acknowledges that all taxes or other governmental charges
payable upon the registration and delivery of such [Notes/Debentures] (other
than in connection with each original issue and sale of the [Notes/Debentures]),
including any transfer taxes payable if the [Notes/Debentures] are to be
registered in the name of a person or persons other than the undersigned
Warrantholder, must be paid by the undersigned.

     DATED this _________ day of _____________, ___.

                                     [NAME OF WARRANTHOLDER]

                                     By
                                       -----------------------------------------

              |_| Please check box if [Notes/Debentures] are to be delivered at
              the offices of _________________________________ on the Exercise
              Date, failing which the [Notes/Debentures] will be mailed by
              certified mail return receipt requested.


                                       5

<PAGE>

     Unless the foregoing box is checked, the [Notes/Debentures] shall be
delivered to the Warrantholder at its address set forth in the Register.

     SECTION 2.3. WARRANTS MUTILATED, LOST, DESTROYED OR STOLEN WARRANTS. If (i)
any mutilated Warrant is surrendered to the Agent, or the Company and the Agent
receive evidence to their satisfaction of the destruction, loss or theft of any
Warrant and (ii) there is delivered to the Company and the Agent such security
or indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Company or the Agent that such Warrant has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Agent shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Warrant, a new Warrant of the same
principal amount, bearing a number not contemporaneously Outstanding.

     Upon the issuance of any new Warrant under this Section 2.3, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.

     Every new Warrant issued pursuant to this Section 2.3 in lieu of any
destroyed, lost or stolen Warrant shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Warrant shall be at any time enforceable by anyone, and shall be entitled
to all the security and benefits of this Agreement equally and ratably with all
other Outstanding Warrants.

     The provisions of this Section 2.3 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Warrants.

     SECTION 2.4. WARRANTHOLDER NOT A REGISTERED OWNER OF THE
[NOTES/DEBENTURES]. The ownership of a Warrant shall not constitute the
Registered Owner thereof an owner of any of the [Notes/Debentures] nor entitle
the Registered Owner to any right or interest in respect thereof except upon the
exercise and surrender of its Warrants and the payment of the purchase price of
the [Notes/Debentures] in accordance with and pursuant to the terms herein
provided.

     SECTION 2.5. WARRANTS TO RANK PARI PASSU. All Warrants shall rank pari
passu with each other.

     SECTION 2.6. EXECUTION OF WARRANTS. The Warrants shall be signed in the
name and on behalf of the Company by one of its officers. The signature of the
officer executing the Warrants may be manual or facsimile. In case any officer
of the Company who shall have signed any of the Warrants (manually or in
facsimile) shall cease to be such officer before the Warrants so signed shall
have been authenticated and delivered by the Agent, such Warrants nevertheless
may be authenticated and delivered as though the Person who signed such Warrants
had not ceased to be such officer of the Company. Also, any Warrant may be
signed on behalf of the Company by such Persons as on the actual date of
execution of such Warrant shall be the proper officers of the Company, although
at the date of the execution of this Agreement any such Person was not such
officer.

     Only such of the Warrants as shall bear thereon a certificate of
authentication in substantially the form set forth in Section 2.2 hereof,
executed by the Agent, shall be entitled to the benefits of this Agreement or be
valid or obligatory for any purpose.

     SECTION 2.7. PURCHASE OF WARRANTS BY THE COMPANY. The Company may purchase
in the market, by private contracts or otherwise all or any portion of the
Warrants on such terms as the Company may determine.

                                   ARTICLE III
                      EXCHANGE OF WARRANTS; REGISTRATION OF
                 TRANSFER OF WARRANTS; NOTICE TO WARRANTHOLDERS

     SECTION 3.1. REGISTER. The Agent, as agent of the Company, shall maintain,
at its principal office in Wilmington, Delaware, the Register in which, subject
to such reasonable regulations as it and the Company may prescribe, it shall
provide for the registration of the Warrants and the transfer of Warrants as in
this Agreement provided.


                                       6

<PAGE>

The Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time. The Registered Owners of
the Warrants shall present directly to the Agent all requests for (a)
registration of transfer of Warrants, (b) exchange of Warrants for new Warrants
in authorized denominations and (c) replacement of Warrants in the case of
mutilation, destruction, loss or theft.

     Upon the Company's request, the Agent shall furnish the Company with a list
of names and addresses of the Registered Owners showing the number of such
Warrants held by each Registered Owner.

     SECTION 3.2. EXCHANGE OF WARRANTS. Warrants entitling the Registered Owner
to purchase any specified principal amount of [Notes/Debentures] may, upon
compliance with the reasonable requirements of the Agent, be exchanged for
Warrants entitling the Registered Owner thereof to purchase an equal aggregate
principal amount of [Notes/ Debentures].

     Warrants may be exchanged only at the principal office of the Agent in
Wilmington, Delaware, or at any other place that is designated by the Company.
Any Warrants tendered for exchange shall be surrendered to the Agent and
canceled. The Company shall execute all Warrants necessary to carry out
exchanges as aforesaid and such Warrants shall be authenticated by the Agent.

     SECTION 3.3. CHARGES FOR EXCHANGE. For each Warrant exchanged or
transferred, the Agent, except as otherwise herein provided, shall, if required
by the Company, charge a reasonable sum for each new Warrant issued; and payment
of such charges and reimbursement of the Agent or the Company for any taxes or
governmental or other charges required to be paid shall be made by the party
requesting such exchange, as a condition precedent thereto.

     SECTION 3.4. REGISTRATION OF TRANSFER; RESTRICTIONS ON TRANSFERS. No
transfer of a Warrant shall be valid unless made at the principal offices of the
Agent in Wilmington, Delaware, or at any other place that is designated by the
Company as an office for registration of transfer by the Registered Owner or
such Registered Owner's executors, administrators or other legal representatives
or attorney duly appointed by an instrument in writing in form and execution
satisfactory to the Agent and upon compliance with such reasonable requirements
as the Agent and the Company may prescribe. Any Warrants tendered for
registration of transfer shall be surrendered to the Agent.

     SECTION 3.5. NOTICE TO WARRANTHOLDERS. Unless herein otherwise expressly
provided, any notice to be given hereunder to Warrantholders shall be deemed to
be validly given if such notice is mailed to the last addresses of the
Warrantholders appearing on the Register. Any notice so given shall be deemed to
have been given on the day on which it has been mailed. In determining under any
provision hereof the date when notice of any meeting or other event must be
given, the date of giving notice shall be included and the date of the meeting
or other event shall be excluded.

                                   ARTICLE IV
                              EXERCISE OF WARRANTS

     SECTION 4.1. METHOD OF EXERCISE OF WARRANTS. The Registered Owner of any
Warrant may exercise the right thereby to purchase [Notes/Debentures] by
surrendering to the Agent on any Business Day during the Exercise Period at the
principal office of the Agent in Wilmington, Delaware, or at any other place or
places that may be designated by the Company:

         (a) at least 3 Business Days prior to the exercise of its Warrants, a
     completed and executed Notice of Intent to Exercise in the form thereof set
     forth in Annex I to each Warrant (a "Notice of Intent to Exercise");

         (b) on the Exercise Date, a duly completed and executed Exercise Form
     in the form thereof set forth in Annex II to each Warrant;

         (c) on the Exercise Date, its Warrant or Warrants which it is
     exercising; and

         (d) on the Exercise Date, the Exercise Price in funds immediately
     available to the Company.


                                       7

<PAGE>

     The items described in the foregoing clauses (a) and (b) shall be deemed
received when an actual copy or a facsimile thereof is received by the Agent.
Each Warrant shall be deemed to be surrendered only upon personal delivery
thereof to or, if sent by mail or other means of transmission, upon receipt
thereof by, the Agent at the office specified in this Section 4.1. Each Warrant
shall be deemed exercised as of the first Business Day on which all of the
foregoing conditions are satisfied with respect to such Warrant. The first day
on which the Warrants may be exercised is ________________, ____________, ___.
The Company acknowledges that the Registered Owners of the Warrants are not
required under any circumstances to take any other actions in order to exercise
their Warrants.

     SECTION 4.2. EFFECT OF EXERCISE OF WARRANTS. Upon surrender and payment of
the Exercise Price by the Registered Owner of any Warrant in accordance with
Section 4.1, the [Notes/Debentures] so purchased shall be deemed to have been
issued and the person or persons to whom such [Notes/Debentures] are to be
issued shall be deemed to have become the Registered Owner or owners of such
[Notes/ Debentures] on the [Exercise Date].

     After the due exercise of a Warrant as aforesaid, the Company shall
forthwith cause to be delivered to the person to whom the [Notes/Debentures] so
purchased are to be issued at the address specified in such form or, if so
specified in such purchase form, cause to be delivered to such person at the
office where such Warrant was surrendered, a [Note/Debenture] or
[Notes/Debentures] in the form or forms and in the denominations requested and
for the appropriate principal amount of [Notes/Debentures] not exceeding the
principal amount which the Warrantholder is entitled to purchase pursuant to the
Warrant surrendered.

     SECTION 4.3. PARTIAL EXERCISE OF WARRANTS. Subject to the issuance of
[Notes/Debentures] in authorized denominations only, the Registered Owner of any
Warrant may purchase [Notes/Debentures] in a principal amount less than that
which such Registered Owner is entitled to purchase pursuant to the surrendered
Warrant. In the event of any purchase of a principal amount of
[Notes/Debentures] less than the principal amount which can be purchased
pursuant to a Warrant, the Registered Owner thereof upon exercise thereof prior
to the Time of Expiry shall, in addition, be entitled to receive forthwith a new
Warrant in respect of the balance of the principal amount of [Notes/Debentures]
which such Registered Owner was entitled to purchase pursuant to the surrendered
Warrant and which were not then exercised. The Company shall not be responsible
for any taxes which may be payable in connection with the issuance of such new
Warrant.

     SECTION 4.4. EXPIRATION OF WARRANTS. After the Time of Expiry, all rights
under any Warrant in respect of which the right of purchase herein and therein
provided for shall not theretofore have been exercised pursuant to Section 4.1
shall cease and terminate and such Warrant shall become void and of no effect
and all rights of the Registered Owner thereof under this Warrant Agreement
shall cease and terminate as of such termination; provided that such Registered
Owner's rights under this Warrant Agreement with respect to actions occurring
prior to such termination shall remain in full force. After the Time of Expiry,
each Registered Owner of any Warrants shall return any unexercised Warrants to
the Agent for cancelation in accordance with Section 4.5 of this Agreement.

     SECTION 4.5. CANCELATION OF SURRENDERED WARRANTS. All Warrants surrendered
to the Agent pursuant to Sections 2.3, 3.2, 3.4 or 4.1 shall forthwith be
canceled by the Agent. All Warrants canceled or required to be canceled under
this or any other provision of this Agreement may be destroyed by or under the
direction of the Agent and the Agent shall furnish the Company with a
destruction certificate identifying the Warrants so destroyed and the principal
amount of [Notes/Debentures] which could have been purchased pursuant to each.

     SECTION 4.6. ACCOUNTING AND RECORDING. The Agent shall forthwith account
and remit to the Company with respect to Warrants exercised and immediately
forward to the Company (or into an account or accounts of the Company with the
bank or trust company designated by the Company for that purpose) all monies
received by the Agent on the purchase of [Notes/Debentures] through the exercise
of Warrants. All such monies, and any [Notes/Debentures] or other instruments,
from time to time received by the Agent shall be received in trust for, and
shall be segregated and kept apart by the Agent in trust for, the Company.

     The Agent shall record the particulars of the Warrants exercised which
shall include the names and addresses of the persons who become Registered
Owners of [Notes/Debentures] on exercise, the Exercise Date, the Exercise Price


                                       8

<PAGE>

and the number of [Notes/Debentures] reserved for that purpose by the Company.
The Agent shall provide such particulars in writing to the Company.

                                    ARTICLE V
                                    COVENANTS

     SECTION 5.1. ISSUANCE OF [Notes/Debentures]. The Company covenants that so
long as any Warrants remain Outstanding it will cause the [Notes/Debentures]
from time to time paid for pursuant to the Warrants in the manner herein
provided to be duly issued and delivered in accordance with the Warrants and the
terms hereof.

     SECTION 5.2. CORPORATE EXISTENCE OF THE COMPANY; CONSOLIDATION, MERGER,
SALE OR TRANSFER. The Company covenants that so long as any of the Warrants are
Outstanding, it will maintain its existence, will not dissolve, sell or
otherwise dispose of all or substantially all of its assets and will not
consolidate with or merge into another entity or permit one or more other
entities to consolidate with or merge into it; provided that the Company may,
without violating the covenants in this Section 5.2 contained, consolidate with
or merge into another entity or permit one or more other entities to consolidate
with or merge into it, or sell or otherwise transfer to another entity all or
substantially all of its assets as an entirety and thereafter dissolve, if the
surviving , resulting or transferee entity, as the case may be, (i) shall be
formed and existing under the laws of one of the States of the United States of
America, (ii) assumes, if such entity is not the Company, all of the obligations
of the Company hereunder and (iii) is not, after such transaction, otherwise in
default under any provisions hereof.

     SECTION 5.3. MAINTENANCE OF OFFICES OR AGENCIES FOR TRANSFER, REGISTRATION,
EXCHANGE OF WARRANTS. So long as any of the Warrants shall remain Outstanding,
the Company covenants that it will maintain an office or agency in Wilmington,
Delaware, where the Warrants may be presented for registration, exchange and
transfer as in this Agreement provided, and where notices and demands to or upon
the Company in respect of the Warrants or of this Agreement may be served, and
where the Warrants may be presented for exchange for [Notes/Debentures] as
provided herein.

     SECTION 5.4. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF AGENT. The
Company, whenever necessary to void or fill a vacancy in the office of Agent,
covenants that it will appoint, in the manner provided in Section 9.4 hereof, an
Agent, so that there shall at all times be a Agent with respect to the
Outstanding Warrants.

                                   ARTICLE VI
                           EVENTS OF DEFAULT; REMEDIES

     SECTION 6.1 EVENTS OF DEFAULT. The term "Event of Default" whenever used
herein with respect to any Warrant shall mean any one of the following events:

         (a) Failure by the Company to deliver the [Notes/Debentures] in
     exchange for the Warrants in accordance with the provisions of this
     Agreement; or

         (b) failure on the part of the Company to observe or perform in any
     material respect any of the covenants or agreements on its part in the
     Warrants or in this Agreement specifically contained for the benefit of the
     Warrantholders, for a period of 90 days after there has been given, by
     registered or certified mail, to the Company by the Agent, or to the
     Company and the Agent by the Registered Owners of not less than 25% in
     principal amount of the Warrants at the time Outstanding under this
     Agreement a written notice specifying such failure and stating that such is
     a "Notice of Default" hereunder.

     SECTION 6.2. SUITS BY WARRANTHOLDERS. All or any of the rights conferred
upon the Registered Owner of any Warrant by the terms of such Warrant and/or
this Agreement may be enforced by the Registered Owner of such Warrants by
appropriate legal proceedings.


                                       9

<PAGE>

     SECTION 6.3. REMEDIES NOT WAIVED; ENFORCEMENT EXPENSE. No delay or failure
on the part of the Registered Owners of Warrants or the Agent to exercise any
right shall operate as a waiver of such right or otherwise prejudice such
Registered Owner's or Agent's, as the case may be, rights, powers and remedies.
The Company agrees to pay all costs, expenses and fees, including all reasonable
attorneys' fees, which may be incurred by a Registered Owner in enforcing or
attempting to enforce its rights thereunder and hereunder following the
occurrence and during the continuance of any Event of Default hereunder, whether
the same shall be enforced by suit or otherwise.

     SECTION 6.4. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF COMPANY
AND EXEMPT FORM INDIVIDUAL LIABILITY. No recourse under or upon any obligation,
covenant or agreement of this Agreement, or of any Warrant, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company, either directly or though the Company, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Agreement and the Warrants issued hereunder are solely corporate obligations,
and that no personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors, as such, of
the Company because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Agreement or in any of the Warrants or implied therefrom; and that any and all
such personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director, as such,
because of the creation of the obligations hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Agreement
or in any of the Warrants or implied thereform are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Agreement and the issuance of such Warrants.

                                   ARTICLE VII
                      AMENDMENTS; MEETING OF WARRANTHOLDERS

     SECTION 7.1. AMENDMENTS WITHOUT CONSENT OF REGISTERED OWNERS OF WARRANTS.
This Agreement and the terms and conditions of the Warrants may be amended by
the Company and the Agent, without the consent of any Registered Owner of
Warrants for any of the following purposes:

         (a) to add to the covenants of the Company for the benefit of the
     Registered Owners of Warrants,

         (b)  to surrender any right or power conferred upon the Company,

         (c) to cure any ambiguity or correcting or supplementing any provision
     contained herein or in the Warrants which may be defective or inconsistent
     with any other provisions contained herein or in the Warrants,

         (d) if deemed appropriate by the Company or required by law, to
     evidence the permitted succession of another corporation to the Company and
     the assumption by such successor of the covenants and obligations of the
     Company herein and in the Warrants; or

         (e) to make such other provisions in regard to matters or questions
     arising under this Agreement or the Warrants which shall not adversely
     affect the interests of the Registered Owners of the Warrants in any
     material respect.

     SECTION 7.2. AMENDMENTS WITH CONSENT OF REGISTERED OWNERS OF WARRANTS. This
Agreement, the terms and conditions of the Warrants and the covenants contained
in either may also be modified or amended by the Company and the Agent and past
defaults thereunder or future compliance therewith by the Company may be waived
either with the written consent of the Registered Owners of not less than a
majority in aggregate principal amount of the [Notes/Debentures] at the time
outstanding, or by the adoption, at a meeting duly convened and held in
accordance with the provisions of Section 8.04 at which the Registered Owners of
at least 25% of the aggregate principal amount of the [Notes/Debentures] at the
time outstanding are present or represented, of a resolution by the Registered
Owners of not less than 75% in aggregate principal amount of the Outstanding
Warrants present or


                                       10

<PAGE>

represented at the meeting; provided that no such modification, amendment or
waiver may, without the consent or affirmative vote of the Registered Owner of
each Warrant affected thereby:

         (a) waive a default in the failure to deliver [Notes/Debentures] in
     exchange for Warrants pursuant to Section 4.1 hereof or change the Exercise
     Dates or the Expiry Date with respect to any Warrant, or change the coin or
     currency in which any Warrant is exercisable for [Notes/Debentures] or
     impair the right to institute suit for the enforcement of any rights of any
     Registered Owner of a Warrant; or

         (b) reduce the percentage in principal amount of the Outstanding
     Warrants, the consent of which Registered Owners is required for any
     modification or amendment to this Agreement or to the terms and conditions
     of or covenants contained in this Agreement or in the Warrants or for any
     waiver of compliance therewith; or

         (c) modify any of the provisions of this Section 7.2 except to provide
     that certain other provisions of this Agreement or the terms and conditions
     of the Warrants cannot be modified, amended or waived without the consent
     of the Registered Owner of each Outstanding Warrant affected thereby.

     It shall not be necessary for the Registered Owners of Warrants to approve
the particular form of any proposed amendment, but it shall be sufficient if
they approve the substance thereof.

     SECTION 7.3. BINDING NATURE OF AMENDMENTS; NOTICE. Any modifications,
amendments or waivers to this Agreement or to the terms and conditions of the
Warrants in accordance with the provisions hereof will be conclusive and binding
on all Registered Owners of Warrants, whether or not they have given such
consent, whether or not notation of such modifications, amendments or waivers is
made upon the Warrants, and on all future Registered Owners of Warrants.

     Promptly after the execution of any amendment to this Agreement or the
implementation of any modification or amendment of the terms and conditions of
the Warrants, notice of such amendment or modification shall be given by the
Company or by the Agent, on behalf of and at the instruction of the Company, to
the Registered Owners by mail at such owner's address as it appears on the
Register. The failure to give such notice on a timely basis shall not invalidate
such amendment or modification, but such notice shall be given as soon as
practicable upon discovering such failure or upon any impediment to the giving
of such notice being overcome.

                                  ARTICLE VIII
                                    MEETINGS

     SECTION 8.1. MEETINGS OF REGISTERED OWNERS OF WARRANTS. A meeting of
Registered Owners of Warrants may be called at any time and from time to time to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement or the Warrants to be
made, given or taken by Registered Owners of Warrants.

     The Agent may at any time call a meeting of Registered Owners of Warrants
for any purpose specified herein to be held at such time and at such place in
______ or __________ as the Agent shall determine. Notice of every meeting of
Registered Owners of Warrants, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, by mail to each registered Owner at its address as it appears on
the Register, not less than 21 nor more than [45] days prior to the date fixed
for the meeting. In case at any time the Company or the Registered Owners of at
least 25% in aggregate principal amount of the Outstanding Warrants shall have
requested the Agent to call a meeting of the Registered Owners of Warrants for
any purpose, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Agent shall not have mailed notice
of such meeting within 14 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Registered Owners of Warrants in the amount previously specified,
as the case may be, may determine the time and the place in _______ or for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided herein.


                                       11

<PAGE>

     To be entitled to vote at any meeting of Registered Owners of Warrants, a
Person shall be a registered Owner of Outstanding Warrants. The Persons entitled
to vote a majority in aggregate principal amount of the Outstanding Warrants
shall constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of the Registered Owners of Warrants, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 5 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 5 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
this Section 8.1 with respect to an original meeting, except that such notice
need be given only once not less than 3 days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned
meeting shall state expressly the percentage of the principal amount of the
Outstanding Warrants which shall constitute a quorum.

     Subject to the foregoing, at the reconvening of any meeting adjourned for a
lack of a quorum the persons entitled to vote 25% in aggregate principal amount
of the Outstanding Warrants shall constitute a quorum for the taking of any
action set forth in the notice of the original meeting. Any meeting of
Registered Owners of Warrants at which a quorum is present may

     be adjourned from time to time by a vote as hereinafter provided in this
Section 8.1, and the meeting may be held as so adjourned without further notice.
At a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid, any resolution and all matters shall be effectively passed
or decided if passed or decided by persons entitled to vote the lesser of (a) a
majority in aggregate principal amount of Outstanding Warrants or (b) 75% in
aggregate principal amount of Outstanding Warrants represented and voting at
such meeting.

     The Agent may make such reasonable regulations as it may deem advisable for
any meeting of Registered Owners of Warrants in regard to proof of the holding
of Warrants and such other matters concerning the conduct of the meeting as it
shall deem appropriate. The Agent shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or Registered Owners of Warrants as provided herein, in which case
the Company or the Registered Owners calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and
permanent secretary of the meeting shall be elected by vote of the persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Warrants represented at the meeting. The chairman of the meeting shall have no
right to vote, except as a Holder of Warrants.

     SECTION 8.2. RECORD OF MEETINGS. A record, at least in triplicate, of the
proceedings of each meeting of Registered Owners of Warrants shall be prepared,
and one such copy shall be delivered to the Company and the Agent. The copy
delivered to the Agent shall be preserved by the Agent and, upon reasonable
notice, made available to any Registered Owners of Outstanding Warrants.

                                   ARTICLE IX
                              CONCERNING THE AGENT

     SECTION 9.1. APPOINTMENT OF AGENT. The Company hereby appoints Wilmington
Trust Company, at present having its principal office in Wilmington, Delaware,
at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, as the Agent in respect of the Warrants, upon the terms and subject
to the conditions set forth in this Agreement.

     SECTION 9.2. ACCEPTANCE OF APPOINTMENT BY AGENT; LIMITATIONS OF DUTIES OF
AGENT. The Agent accepts its obligations set forth herein and in the Warrants
upon the terms and conditions hereof and thereof, including the following, to
all of which the Company agrees and to all of which the rights hereunder of the
Registered Owners from time to time of the Warrants shall be subject:

         (a) The Agent shall be entitled to the compensation agreed upon with
     the Company for all services rendered by it, and the Company agrees
     promptly to pay such compensation and to reimburse the Agent for its
     reasonable out-of-pocket expenses (including, without limitation, the
     reasonable compensation of its counsel) incurred by it in connection with
     the services rendered by it hereunder. The Company also agrees to indemnify
     each of the Agent, its employees and agents for, and to hold it harmless
     against, any loss, liability or expense incurred without


                                       12

<PAGE>

     negligence or bad faith on its part, arising out of or in connection with
     its acting as such Agent hereunder, including the costs and expenses of
     defending against any claim of liability.

         (b) In acting under this Agreement and in connection with the Warrants,
     the Agent is acting solely as the agent of the Company and does not assume
     any obligations or relationship of agency or trust for or with any of the
     Registered Owners of the Warrants.

         (c) The Agent may consult with one or more counsel (who may also be
     counsel to the Company), and, in the absence of bad faith, the written
     opinion of such counsel shall be full and complete authorization and
     protection in respect of any action taken, omitted or suffered by it
     hereunder in the good faith reliance thereon.

         (d) The Agent shall be protected and shall incur no liability for or in
     respect of any action taken, omitted or suffered by it in the good faith
     reliance upon any Warrant, notice, direction, consent, certificate,
     affidavit, statement or other paper or document signed by the Company
     reasonably believed by the Agent to be genuine and to have been signed by
     the proper persons.

         (e) The Agent and its officers, directors and employees may become the
     owner of, or acquire any interest in, any Warrants, with the same rights
     that it or they would have if it were not the Agent hereunder, may engage
     or be interested in any financial or other transaction with the Company and
     may act on, or as depository, trustee or agent for, any committee or body
     of Registered Owners of the Warrants or holders of other obligations of the
     Company as freely as if it were not the Agent hereunder.

         (f) Except as otherwise set forth herein, the Agent shall not be under
     any liability for interest on any moneys or other consideration at any time
     received by it pursuant to any of the provisions of this Agreement or of
     the Warrants.

         (g) The recitals contained herein and in the Warrants (except in the
     Agent's certificates of authentication) shall be taken as the statements of
     the Company, and the Agent assumes no responsibility for their correctness.
     The Agent makes no representation as to the validity or sufficiency of this
     Agreement or the Warrants, provided that the Agent shall not be relieved of
     its duty to authenticate Warrants as authorized by this Agreement. The
     Agent shall not be accountable for the use or application by the Company of
     the proceeds of the Warrants.

         (h) The Agent shall be obligated to perform such duties and only such
     duties as are herein and in the Warrants specifically set forth and no
     implied duties or obligations shall be read into this Agreement or the
     Warrants against the Agent.

         (i) No provision of this Agreement shall be construed to relieve the
     Agent from liability for its own negligent action, its own negligent
     failure to act, or its own willful misconduct or that of its officers or
     employees.

         (j) The Agent shall be under no liability for interest on any money
     received by it hereunder except as otherwise agreed with the Company.

         (k) The Agent is hereby authorized and directed to accept instructions
     with respect to the performance of its duties hereunder from the
     Chairperson of the Board, the Chief Executive Officer, the President, any
     Vice President, the Treasurer, the Secretary or any Assistant Secretary of
     the Company, and to apply to such officers for advice or instructions in
     connection with its duties, and shall not be liable for any action taken or
     suffered to be taken by it in good faith in accordance with instructions of
     any such officer or in good faith reliance upon any statement signed by any
     one of such officers of the Company with respect to any fact or matter
     (unless other evidence in respect thereof is herein specifically
     prescribed) which may be deemed to be conclusively proved and established
     by such signed statement.

     SECTION 9.3. AGENT REQUIRED. The Company agrees that, until all Warrants
(i) shall have been delivered to the Agent for cancellation or (ii) have become
null and void because of the passage of the Expiry Date, there shall


                                       13

<PAGE>

at all times be a Agent hereunder which shall be a corporation doing business in
the United States and which alone or with its affiliates has a combined capital
and surplus of at least $[50,000,000].

     SECTION 9.4. RESIGNATION AND REMOVAL OF AGENT; APPOINTMENT OF SUCCESSOR.
The Agent may at any time resign by giving written notice (in accordance with
Section 10.1 hereof) to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided,
however, that such date shall never be less than [90] days after the receipt of
such notice by the Company unless the Company agrees to accept less notice. Upon
receipt of such notice of resignation, the Company shall promptly act to appoint
a successor Agent. The Agent may be removed at any time by the Company by
delivering written notice thereof specifying such removal and the date when it
is intended to become effective. Any resignation or removal of the Agent shall
take effect upon the date of the appointment by the Company as hereinafter
provided of a successor and the acceptance of such appointment by such
successor.

     In case at any time the Agent shall resign, or shall be removed, or shall
become incapable of acting or shall be adjudged as bankrupt or insolvent, or if
a receiver of its or of its property shall be appointed, or if any public
officer shall take charge or control of its or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor agent,
eligible as aforesaid, shall be appointed by the Company. Upon the appointment
as aforesaid of a successor agent and acceptance by it of such appointment, the
Agent so superseded shall cease to be the Agent hereunder. If no successor Agent
shall have been so appointed by the Company and shall have accepted appointment
as hereinafter provided, then the Registered Owners of a majority in aggregate
principal amount of the Outstanding Warrants, on such Holders' behalf and on
behalf of all others similarly situated may petition any court of competent
jurisdiction for the appointment of a successor Agent.

     Any successor Agent appointed hereunder shall execute, acknowledge and
deliver to its predecessor and to the Company an instrument accepting such
appointment hereunder, and thereupon such successor Agent, without any further
act deed or conveyance, shall become vested with all the authority, rights,
powers, immunities, duties and obligations of such predecessor with like effect
as if originally named as such Agent hereunder, and such predecessor, upon
payment of its charges and disbursements then unpaid, shall simultaneously
therewith become obligated to transfer, deliver and pay over, and such successor
Agent shall be entitled to receive, all moneys, [Notes/Debentures] or other
property on deposit with or held by such predecessor, as such Agent hereunder.
The Company or, at the discretion of the Company, the successor Agent, will give
prompt written notice by U.S. Mail to each Registered Owner of the Warrants at
such owner's address as it appears on the Register of the appointment of a
successor Agent. Failure to give such notice or any defect therein shall not
affect the appoint of a successor Agent.

     SECTION 9.5. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF
AGENT. Any corporation into which the Agent may be merged or converted, or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
corporation succeeding to all or substantially all the assets and business of
the Agent, shall be the successor to the Agent hereunder, provided such
corporation shall be otherwise eligible under this Article VII, without the
execution or filing of any document or any further act on the part of any of the
parties hereto.

     In case any Warrants shall have been authenticated, but not delivered, by
the Agent then in office, any successor by merger, conversion or consolidation
to such authenticating Agent may adopt such authentication and deliver the
Warrants so authenticated with the same effect as if such successor Agent had
itself authenticated such Warrants.

                                    ARTICLE X
                                  MISCELLANEOUS

     SECTION 10.1. NOTICES. All notices or demands hereunder upon the Company or
the Agent may be electronically communicated or hand delivered or sent by
overnight courier, addressed to any party hereto as provided in this Section
10.1.


                                       14

<PAGE>

     All communications intended for the Company shall be sent to:

         Radio One, Inc.
         5900 Princess Garden Parkway, 7th Floor
         Lanham, MD  20706-2969
         Attention:   Scott R. Royster,
                      Chief Financial Officer
         Facsimile:   301-306-9694

     All communications intended for the Agent shall be sent to:

         The Wilmington Trust Company
         Rodney Square North
         1100 North Market Street
         Wilmington, DE  19890-0001
         Attention:   Corporate Trust Administration
         Facsimile:   (302) 636-4148

or at any other address of which either of the foregoing shall have notified the
other in any manner prescribed in this Section 10.01.

     For all purposes of this Agreement, a notice or communication will be
deemed effective:

         (a) if delivered by hand or sent by overnight courier, on the day it is
     delivered unless (i) that day is not a day on which commercial banks are
     open for business (a "Local Business Day") in the city specified in the
     address for notice provided by the recipient or (ii) if delivered after the
     close of business on a Local Business Day, then on the next succeeding
     Local Business Day; or

         (b) if sent by facsimile transmission, on the date transmitted,
     provided that oral or written confirmation of receipt is obtained by the
     sender unless the date of transmission and confirmation is not a Local
     Business Day, in which case, on the next succeeding Local Business Day.

     Any notice, direction, request, demand, consent or waiver by the Company or
any Registered Owner to or upon the Agent shall be deemed to have been
sufficiently given, made or filed, for all purposes, if given, made or filed in
writing with the Agent in accordance with the provisions of this Section 10.1.

     SECTION 10.2. DAY NOT A BUSINESS DAY. If any date on which a payment is to
be made, notice given or other action taken hereunder is not a Business Day,
then such payments, notice or other action shall be made, given or taken on the
next succeeding business day in such place, and in the case of any payment, no
interest shall accrue for the delay.

     SECTION 10.3. CURRENCY. All amounts herein are expressed in [United States
Dollars/Specified Currency].

     SECTION 10.4. GOVERNING LAW. This Agreement and the Warrants shall be
construed in accordance with the laws of [Delaware].

     SECTION 10.5. LIMITATION OF RIGHTS TO PARTIES AND REGISTERED OWNERS OF
WARRANTS. Nothing in this Agreement or in the Warrants expressed or implied is
intended or shall be construed to give to any Person other than the Company, the
Agent and the Registered Owners of the Warrants any legal or equitable right,
remedy or claim under or in respect of this Agreement or any covenant, condition
or provision herein or in the Warrants. All such covenants, conditions and
provisions are and shall be held to be for the sole and exclusive benefit of the
Company, the Agent and the Registered Owners of the Warrants.


                                       15

<PAGE>

     SECTION 10.6. SEPARABILITY OF INVALID PROVISIONS. In case any one or more
of the provisions contained in this Agreement or in the Warrants shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein.

     SECTION 10.7. NO WAIVER OF RIGHTS. A failure or delay in exercising any
right, power or privilege in respect of this Warrant Agreement will not be
presumed to operate as a waiver, and a single or partial exercise of any right,
power or privilege will not be presumed to preclude any subsequent or further
exercise of that right, power or privilege or the exercise of any other right,
power or privilege.

     SECTION 10.8. EXECUTION IN SEVERAL COUNTERPARTS. This Agreement may be
executed in any number of counterparts, each of which shall for all purposes be
deemed to be an original; but such counterparts shall together constitute but
one and the same instrument.

     SECTION 10.9. ARTICLE AND SECTION HEADINGS. The headings or titles of the
several Articles and Sections hereof and any table of contents appended to
copies hereof shall be solely for convenience of reference and shall not affect
the meaning, construction or effect of this Agreement.

     SECTION 10.10. SUCCESSOR AND ASSIGNS. All the covenants and agreements in
this Agreement contained by or on behalf of the Company or the Agent shall bind
their respective successors and assigns, whether so expressed or not.

                                [END OF DOCUMENT]
                            [SIGNATURE PAGE FOLLOWS]


                                       16

<PAGE>




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

                                      RADIO ONE, INC.



                                      By
                                        ----------------------------------------


                                      WILMINGTON TRUST COMPANY, as Agent



                                      By
                                        ----------------------------------------






                                       17