CONSTRUCTION LOAN AGREEMENT


                                     BETWEEN


                       AMERICAN RADIO SYSTEMS CORPORATION


                                       AND


                             JUPITER RADIO PARTNERS



                             As of December 11, 1996






















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                           CONSTRUCTION LOAN AGREEMENT

         CONSTRUCTION  LOAN  AGREEMENT  ("Agreement"),  dated as of December 11,
1996,  between  American  Radio  Systems  Corporation,  a  Delaware  corporation
("Lender") and Jupiter Radio Partners, a Florida partnership ("Partnership").

                              W I T N E S S E T H:

         WHEREAS,  Partnership  has  obtained  from the  Federal  Communications
Commission (the "FCC") a construction  permit to operate radio station  WTPX(FM)
(the  "Station"),  and has  obtained or will apply for certain  other  licenses,
permits and authorizations relating to the operation of the Station;

         WHEREAS,  the parties  hereto have  entered  into that  certain  Option
Agreement dated as of September 20, 1996 (the "Option  Agreement"),  pursuant to
which  Partnership  granted to Lender an  exclusive  and  irrevocable  option to
purchase  substantially  all of the tangible and intangible assets owned or used
by Partnership in connection with the business of the Station (the "Assets");

         WHEREAS, Partnership has requested that Lender provide Partnership with
financing  for the  purchase,  construction  and  installation  of the Station's
antenna on the Tower (as  defined in the Tower Lease (as  hereinafter  defined))
and related costs (collectively, the "Project"); and

         WHEREAS,  Lender  is  willing  to  make  such  financing  available  to
Partnership, subject to the terms and conditions of this Agreement;

         NOW THEREFORE, the parties hereto hereby agree as follows:


                             ARTICLE I. DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings:

         "Business  Day" means any day other than a  Saturday,  Sunday or day on
which  commercial  banks are  authorized  or  required  to be closed in  Boston,
Massachusetts.

         "Commitment  Period"  means  the  period  from the date  hereof  to and
including the earliest to occur of (a) the  termination of the Option  Agreement
or the  expiration  of the  "Option  Period"  thereunder  without  the  "Option"
thereunder  having  been  exercised  or (b) the  date on  which  the  Option  is
exercised.

         "Default"  means an event which,  with notice,  lapse of time, or both,
would constitute an Event of Default.

         "Event of Default" has the meaning set forth in Section 6.1.



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         "Loan  Documents"  means this  Agreement,  the Note,  and the  Security
Documents.

         "Maturity  Date"  means the  earlier  to occur of (a) 30 days after the
"Option"  described in the Option Agreement  expires or terminates  unexercised,
(b) 30 days  after  the  date by which an asset  purchase  agreement  should  be
executed under the Option  Agreement,  if such asset  purchase  agreement is not
executed  within such  period,  (c) 30 days after the  termination  of the asset
purchase agreement pursuant to which Partnership is to sell to Lender the Assets
(the "Purchase  Agreement"),  (d) the closing date under the Purchase  Agreement
and (e) December 31, 1997.

         "Note" has the meaning set forth in Section 2 5.

         "Request for Loan" means a Request for Loan,  substantially in the form
of Exhibit A hereto, duly completed by Partnership.

         "Security Documents" means the Security Agreement of even date herewith
by Partnership and the Assignment and Pledge  Agreement of even date herewith by
all of the individual partners of Partnership in favor of Lender.

         "Tower Lease" means the Lease Agreement, dated as of December __, l996,
between American Tower Systems, Inc., as Lessor and the Partnership as Lessee.


                              ARTICLE II. THE LOANS.

         Section 2.1  The Loans.

         (a)  Subject  to the terms and  conditions  of this  Agreement,  Lender
agrees  to make  loans to  Partnership  (each a  "Loan"  and  collectively,  the
"Loans"),  during the Commitment Period, in an aggregate principal amount at any
one  time   outstanding  not  to  exceed  One  Hundred  Fifty  Thousand  Dollars
($150,000.00) (the "Commitment"),  and during the Commitment Period, Partnership
may borrow, repay and reborrow up to the amount of the Commitment.

         (b) To obtain each Loan,  Partnership  shall submit to Lender a Request
for Loan,  which shall be delivered to Lender at least five  Business Days prior
to the date of the requested  Loan and shall be accompanied by items referred to
in said Request for Loan.

         (c) The  proceeds  of each Loan shall be used for the purpose set forth
in each Request for Loan.

         (d)  Notwithstanding  anything to the  contrary,  all Loans shall be in
such amounts as Lender in its reasonable  judgment shall deem  acceptable  based
upon the information contained in the relevant

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Request for Loan and the items and other  information  accompanying such Request
for Loan.  If Lender is  unwilling  to disburse all or any portion of the amount
requested by Partnership, Lender shall promptly advise Partnership.

         Section 2.2  Disbursement.  Subject to the  satisfaction  of conditions
contained in Article III hereof,  not later than 1:00 P.M.  (Boston time) on the
funding date  specified in the relevant  Request for Loan,  Lender shall deposit
into account number  2090000766828  maintained by  Partnership  with First Union
National  Bank,  Punta  Gorda,  Florida  (or such other  account or  accounts as
Partnership may from time to time designate) in immediately available funds, the
amount of such Loan.

         Section 2.3 Repayment of Loans.  Partnership  hereby  promises to repay
the entire  outstanding  amount of the Loans, and the Loans shall mature on, the
Maturity Date.

         Section 2.4  Interest.

         (a) Partnership  agrees to pay interest on the unpaid  principal amount
of each Loan for the period outstanding  (computed on the basis of actual number
of days  elapsed  over a year of 360 days) at a rate per  annum  equal to 9.00%.
Interest  accrued on each Loan shall be payable on the date such Loan is prepaid
or repaid.

         (b) In the event that any amount payable hereunder or under the Note is
not paid or repaid when due (whether at maturity, by acceleration or otherwise),
then to the extent  permitted by applicable  law, such overdue amount shall bear
interest,  payable  on  demand,  for each day until paid or repaid at a rate per
annum equal to 11.00%.

         Section 2.5  Promissory  Note. The Loans shall be evidenced by a single
Promissory Note of Partnership,  substantially  in the form of Exhibit B hereto,
dated the date hereof,  payable to Lender,  and otherwise  duly  completed  (the
"Note").  Lender is  authorized  to enter on the grid  attached  to the Note all
information  specified  therein relating to each Loan, all of which entries,  in
the absence of manifest  error,  shall be conclusive and binding on Partnership;
provided, however, that the failure of Lender to make any such entries shall not
relieve  Partnership  of its  obligations  to pay any amount due  thereunder  or
hereunder.

         Section 2.6 Prepayments.  Partnership may prepay the Loans, in whole or
in part, without premium or penalty,  at any time and from time to time prior to
the Maturity Date.

         Section 2.7  Payments.

         (a) All  payments  under this  Agreement  and the Note shall be made in
U.S. Dollars, in immediately available funds, without

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deduction, set-off or counterclaim, to Lender at account number 05-0126-6026 ABA
#011000206  maintained by Lender with Shawmut Bank,  Boston,  Massachusetts  (or
such other  account or  accounts as Lender may from time to time  designate)  no
later than 1:00 P.M. (Boston time) on the relevant due date.

         (b) If the due date for any payment  under this  Agreement  or the Note
falls due on a date which is not a Business  Day, such date shall be extended to
the next  succeeding  Business Day, and interest shall be payable on any payment
for the period of such extension.

                       ARTICLE III. CONDITIONS PRECEDENT.

         Section 3.1  Conditions  Precedent to Initial Loan.  The  obligation of
Lender to make the initial Loan hereunder is subject to the conditions precedent
that Lender shall have received the following, all of which must be satisfactory
in form and content to Lender in its sole discretion:

         (a) all of the  Loan  Documents  shall  have  been  duly  executed  and
delivered by each party thereto;

         (b) a copy of the  Partnership  Agreement  in respect  of  Partnership,
certified,  as of the date of such Loan, as true, correct and complete by a duly
authorized partner on behalf of the Partnership;

         (c) a certificate  of  Partnership,  certified,  as of the date of such
Loan, by a duly authorized partner of Partnership (x) authorizing the execution,
delivery  and  performance  of  the  Loan  Documents  by  Partnership,  and  (y)
certifying the incumbency and  authenticity  of the signatures of the authorized
partners executing the Loan Documents on behalf of Partnership;

         (d)  a  copy  of   Partnership's   Certificate  of  Partnership  and  a
Certificate  of Good  Standing,  each certified by the Secretary of State of the
State of Florida as of a date no more than five  Business Days prior to the date
on which the initial Loan is made;

         (e)  evidence  of the  issuance  and  effectiveness  of  all  necessary
licenses and/or approvals by the FCC and any other governmental authority having
jurisdiction over radio broadcast  stations and/or their facilities to construct
the Station;  provided,  however,  that the foregoing shall not require that FCC
approval  shall have been  granted  for  Partnership's  pending  application  to
relocate the Station's transmitter to Hobe Sound, Florida.

         (f) a  list  of  the  names  of  all  contractors,  subcontractors  and
suppliers for the Project,  to the extent that they have been  designated  (such
contractors, subcontractors and suppliers to be

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reasonably  acceptable to Lender),  which shall be updated by  Partnership  from
time to time at the request of Lender, and, at the request of Lender,  copies of
executed  contracts with such  contractors,  subcontractors  and suppliers which
shall be in form and substance satisfactory to Lender;

         (g) as soon as available  copies of full  building  permits as required
for completion of the Project;

         (h)  as  soon  as  available,  copies  of  any  and  all  construction,
engineering or similar contracts executed in connection with the Project; and

         (i) evidence of the  endorsement  to the pertinent  insurance  policies
naming  Lender (x) as loss payee with  respect  to all  casualty  coverages  and
containing  customary loss payable  provisions and (y) as additional insured for
all general liability.

         Section 3.2 Conditions  Precedent to all Loans.  Lender's obligation to
make all Loans, including the Initial Loan, is subject to the further conditions
precedent that both before and after giving effect to such Loan,

         (a) Lender shall have received a duly completed Request for Loan.

         (b) There shall exist no Default or Event of Default.

         (c) Each of the representations and warranties of Partnership contained
in the Loan Documents  shall be true and correct in all material  respects as of
the date of such Loan.

         Each  Request for Loan  submitted by  Partnership  in respect of a Loan
shall  constitute a  certification  by Partnership to the effect set forth above
both as of the date of such Request for Loan and as of the date of such Loan.


                   ARTICLE IV. REPRESENTATIONS AND WARRANTIES.

         Section 4.1  Representations and Warranties.

         (a) For purposes of this Section 4.1, the  provisions  of Article II of
the Option  Agreement,  together with related  definitions,  as in effect on the
date hereof are hereby  incorporated  herein by reference (mutatis mutandis) for
the benefit of Lender and shall  continue in effect for purposes of this Section
4.1 after giving effect to all amendments,  waivers, and modifications  thereof,
but without giving effect to the  termination of the Option  Agreement (in which
event,  the  provisions  of the  Option  Agreement  immediately  prior  to  such
termination, shall be incorporated into this Agreement); provided, however, that


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for  purposes  of this  Section  4.1,  references  in  Article  II of the Option
Agreement  to (i)  "Seller"  shall be deemed to mean  Partnership,  (ii) "Buyer"
shall be deemed  to mean  Lender,  (iii)  "this  Agreement"  or use of the terms
"hereunder",  "herein",  "hereinafter",  "hereto" or the like shall be deemed to
refer to this  Construction  Loan  Agreement,  and (iv) "Option Period" shall be
deemed to mean the period from the date hereof until the Loans are  indefeasibly
paid in full; and provided,  further,  that all references to a "Schedule" shall
be deemed to be the relevant Schedule to the Option Agreement.

         (b) Partnership hereby represents and warrants that the representations
and  warranties  contained  in  said  Article  II of the  Option  Agreement  (as
incorporated  into this  Agreement  pursuant to clause (a) above),  are true and
correct on and as of the date hereof and after giving effect to the transactions
contemplated hereby and by the other Loan Documents.


                              ARTICLE V. COVENANTS.

         Section 5.1  Covenants from Option Agreement.

         Partnership  agrees to be bound by and comply  with the  provisions  of
Sections 4.01,  4.02 and 4.04 (to the extent  applicable to  Partnership) of the
Option Agreement,  which provisions are hereby  incorporated herein by reference
(mutatis mutandis) pursuant to Section 4.1 hereof.

         Section 5.2 Covenants from Tower Lease.  Partnership agrees to be bound
by, and comply with the provisions of Sections 7, 8, 9, 10, 11, 12, 13 and 14 of
the Tower Lease,  which  provisions,  together with related  definitions,  as in
effect on the date hereof are hereby  incorporated  herein by reference (mutatis
mutandis)  for the  benefit of Lender  (and as if the  parties  hereto  were the
parties  thereto) and shall  continue in effect for purposes of this Section 5.2
after giving effect to all amendments,  waivers, and modifications  thereof, but
without giving effect to the termination of the Tower Lease (in which event, the
provisions of the Tower Lease  immediately  prior to such  termination  shall be
incorporated into this Agreement);  provided, however, that for purposes of this
Section  5.2 all  references  in  Sections 7, 8, 9, 10, 11, 12, 13 and 14 of the
Tower Lease to (i) "Lessee" shall be deemed to mean  Partnership,  (ii) "Lessor"
shall  be  deemed  to  mean  Lender  (iii)  "this  Lease"  or use  of the  terms
"hereunder",  "herein",  "hereof"  "hereinafter",  "hereto" or the like shall be
deemed to refer to this Agreement,  (iv) "Leased Premises" and "Leased Property"
shall be deemed to include  the  Project,  and (v)  "Tower  Site",  "Tower"  and
"Antenna  Site" shall be deemed to  encompass  the  construction  of the antenna
pursuant to this  Agreement;  and provided,  further,  that all  references to a
"Schedule" shall be deemed to be Schedules to the Tower Lease.

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                          ARTICLE VI. EVENTS OF DEFAULT.

         Section 6.1 Events of Default. The occurrence of any one or more of the
following events shall constitute an "Event of Default" under this Agreement and
the Note:

         (a)  Partnership  shall  fail to pay,  within 10 days of when due,  the
principal  of, or,  interest on the Loans or any other sum payable  hereunder or
under any other Loan Document.

         (b) Any  representation  or  warranty  made  herein,  in any other Loan
Document or in any Request  for Loan shall prove to have been  incorrect  in any
material respect on or as of the date made or deemed made.

         (c) Partnership  shall at any time fail to observe,  satisfy or perform
any other term,  covenant or agreement  under this  Agreement,  and such failure
shall continue unremedied for a period of 10 days after notice of such failure.

         (d) Partnership  shall at any time fail to observe,  satisfy or perform
any other term, covenant or agreement,  contained in the Tower Lease, the Option
Agreement,  the Purchase Agreement or the Security  Documents,  and such failure
shall continue unremedied for a period, if any, specified in such agreement,  or
such other cure period as provided in such agreement.

         (e) Partnership shall default in the payment of any other indebtedness,
including  but  not  limited  to  indebtedness   for  borrowed  money,   capital
obligations or purchase money  obligations,  or any interest or premium thereon,
(whether by scheduled maturity,  required  prepayment,  acceleration,  demand or
otherwise), and such default shall continue unremedied for a period of 10 days.

         (f)  Partnership  (i)  shall  make an  assignment  for the  benefit  of
creditors, petition or apply to any tribunal for the appointment of a custodian,
receiver or trustee for it or a  substantial  part of its assets;  or (ii) shall
commence  any  proceeding  under any  bankruptcy,  reorganization,  arrangement,
readjustment  of  debt,  dissolution  or  liquidation  law  or  statute  of  any
jurisdiction,  whether now or hereafter  in effect;  or (iii) shall have had any
such  petition  or  application  filed or any such  proceeding  shall  have been
commenced,  against it, in which an adjudication or appointment is made or order
for relief is entered,  or which  petition,  application  or proceeding  remains
undismissed for a period of 60 days or more; or (iv) shall be the subject of any
proceeding  under  which its assets may be subject  to  seizure,  forfeiture  or
divestiture;  or (v) by any  act or  omission  shall  indicate  its  consent  to
approval of or acquiescence  in any such petition,  application or proceeding or
order for relief or the appointment of a custodian,  receiver or trustee for all
or any substantial part of its property.

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         (g) A material  adverse  change in the financial  condition or business
prospects of Partnership shall have occurred since the date hereof.

         Section 6.2  Remedies.  (a) If any Event of Default  shall occur and be
continuing,  Lender may, by written notice to Partnership  specifying such Event
of Default  (except in the case of an Event of Default under Section  6.1(f) for
which no notice shall be required), terminate the Commitment and/or (at the sole
election of Lender) declare the outstanding principal of the Loans, all interest
thereon and all other amounts  payable  under this  Agreement and the Note to be
forthwith due and payable,  whereupon  outstanding  Loans, all such interest and
all  such  amounts  shall  become  and be  forthwith  due and  payable,  without
presentment,  demand,  protest or further  notice of any kind,  all of which are
hereby expressly waived by Partnership.

Notwithstanding  anything  to the  contrary,  in the case of an Event of Default
referred  to  in  Section   6.1(f),   the  Commitment   shall   immediately  and
automatically terminate, and the outstanding Loans, all interest thereon and all
other amounts payable under this Agreement and the Note shall be immediately due
and payable without notice, presentment, demand, protest or other formalities of
any kind, all of which are hereby expressly waived by Partnership.

         (b) If a Default or an Event of Default has occurred and is continuing,
in  addition  to any other  rights and  remedies  that  Lender  shall have under
applicable  law, Lender shall be permitted to exercise any and all of its rights
and remedies under the Loan Documents.


                           ARTICLE VII. MISCELLANEOUS.

         Section 7.1 Notices. All notices and other communications hereunder and
under the Note shall be in writing,  including by facsimile, and shall be deemed
to have been duly  delivered and received (i) on the date of personal  delivery;
(ii) on the fifth day after  deposit in the U.S. mail if mailed by registered or
certified mail, postage prepaid and return receipt  requested;  (iii) on the day
after delivery to a nationally  recognized overnight courier service if sent for
next morning delivery;  or (iv) when dispatched by facsimile  transmission (with
the facsimile transmission confirmation being deemed conclusive evidence of such
dispatch);

if intended for Lender, shall be addressed as follows:

                  American Radio Systems Corporation
                  116 Huntington Avenue
                  Boston, Massachusetts  02116
                  Attn:    Michael B. Milsom, Esq.
                           Vice President & General Counsel
                  Facsimile:  (617) 375-7575

                                       -8-

<PAGE>


with a copy to:

                  Howard J. Braun, Esq.
                  Rosenman & Colin LLP
                  1300 l9th Street, NW
                  Washington, DC  20036
                  Facsimile:  (202) 429-0046

or at such other address of which Lender shall have given notice to
Partnership in the manner herein provided;

if intended for Partnership, shall be addressed as follows:

                  Jupiter Radio Partners
                  c/o Ms. Patricia S. Dahlin
                  Vice President/Controller
                  InterMart Broadcasting
                  4810 Deltona Drive
                  Punta Gorda, FL  33950
                  Facsimile:  (941) 639-6742

with a copy to:

                  Howard A. Topel, Esq.
                  Mullin, Rhyne, Emmons & Topel, P.C.
                  1225 Connecticut Avenue, NW
                  Suite 300
                  Washington, DC  20036
                  Facsimile:  (202) 872-0604

or at such other address of which  Partnership shall have given notice to Lender
in the manner herein provided.

         Section  7.2  Usury.  Anything  to the  contrary  notwithstanding,  the
obligations of Partnership under this Agreement and the Note shall be subject to
the limitation  that they not exceed the maximum  nonusurious  interest rate, if
any,  that at any time,  or from time to time,  may be  contracted  for,  taken,
reserved,  charged, or received on the indebtedness  evidenced by this Agreement
or the Note under applicable law.

         Section 7.3  Expenses,  Indemnification,  Etc.  (a)  Partnership  shall
indemnify Lender for all reasonable  costs,  expenses,  and charges  (including,
without  limitation,  reasonable  fees and charges of legal  counsel for Lender)
incurred by Lender in connection  with the  enforcement of this  Agreement,  the
Note or the other Loan Documents resulting from Partnership's breach thereof.

         (b) Partnership agrees to indemnify Lender and its directors, officers,
employees and agents from, and hold each of them harmless  against,  any and all
losses, liabilities,  claims damages or expenses incurred by any of them arising
out of or by reason of any  investigation  or  litigation  or other  proceedings
(including  any  threatened  investigation  or litigation or other  proceedings)

                                      -9-
<PAGE>

relating to any actual or proposed  use by  Partnership  of the  proceeds of any
Loan,  including  without  limitation,  the reasonable fees and disbursements of
counsel  incurred in  connection  with any such  investigation  or litigation or
other proceedings (but excluding any such losses,  liabilities,  claims, damages
or expenses incurred (i) by reason of the gross negligence or willful misconduct
of the person to be  indemnified,  (ii) in FCC  proceedings,  wherein each party
shall be  responsible  for its own  expenses  and (iii) in  connection  with the
preparation of this Agreement).

         (c)  Partnership   agrees  to  reimburse   Lender  on  demand  for  any
documentary  stamp  taxes  which may be imposed by the State of Florida or other
pertinent Taxing  authority in connection with the transactions  contemplated by
this Agreement, the Note or the other Loan Documents.

         Section 7.4 Survival.  The  provisions of Section 7.3 shall survive the
repayment of the Loans.

         Section 7.5  Complete Agreement: Waivers and Modification.

         (a) This  Agreement,  together  with the other Loan  Documents  and the
schedules  hereto and thereto,  constitutes  the  complete and entire  agreement
between the parties hereto regarding the subject matter hereof.  All agreements,
contracts, promises, representations and statements, if any, between the parties
hereto or their  representative,  with respect to the subject  matter hereof are
merged into this Agreement.

         (b) No waiver or modification of the terms hereof shall be valid unless
in a writing signed by Partnership and Lender.

         (c) No  failure  or delay on the part of Lender in  insisting  upon the
strict  performance of any term,  condition or covenant of, or in exercising any
power, right or privilege under, this Agreement or any other Loan Document shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such power,  right or privilege  preclude any other or further exercise thereof,
or the exercise of any other power,  right or privilege  under this Agreement or
under any other Loan Document.

         Section 7.6 Binding Effect. This Agreement and the other Loan Documents
shall be binding  upon and shall inure to the benefit of the parties  hereto and
thereto  and their  respective  successors  and  assigns.  Lender may assign its
rights and interest under this  Agreement and the other Loan  Documents  without
the prior written consent of Partnership.  Partnership shall not be permitted to
assign it rights or delegate its duties under this Agreement or the Note without
the prior written consent of Lender.

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<PAGE>


         Section 7.7  Construction,  Headings.  All pronouns and any  variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular or
plural as the identity of the persons,  entity or entities may require.  Article
and Section  headings and the table of contents  contained in this Agreement are
inserted for convenience of reference only,  shall not be deemed to be a part of
this  Agreement  for any purpose,  and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.

         Section 7.8 Severability. The provisions of this Agreement are intended
to be severable. If for any reason any provision of this Agreement shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction,  be ineffective to the extent of such invalidity
or   unenforceability   without  in  any  manner   affecting   the  validity  or
enforceability  thereof in any other  jurisdiction  or the remaining  provisions
hereof in any jurisdiction.

         Section 7.9 Governing of Law. This Agreement  shall be governed by, and
construed  and  enforced in  accordance  with,  the laws of the State of Florida
without giving effect to conflict of laws principles thereof.

         Section 7.10  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which shall be deemed an original  and all of which
taken together shall constitute a single agreement.

         Section 7.11 Inconsistencies. In the event of any inconsistency between
any provision hereof and a provision of the Option Agreement, the Tower Lease or
the Purchase Agreement, the provision of such other agreement shall govern.

         IN WITNESS  WHEREOF,  each of the  undersigned  has duly  executed this
Agreement,  or has caused this  Agreement to be duly executed on his behalf,  on
the date first above written.

                                   AMERICAN RADIO SYSTEMS CORPORATION



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


                                   JUPITER RADIO PARTNERS

                                   By:      InterMart Broadcasting, General
                                            Managing Partner



                                            By: /s/ Patricia S. Dahlin
                                               Patricia S. Dahlin
                                               Vice President


                                     -11-

<PAGE>




                                                                  EXHIBIT A

                           [FORM OF REQUEST FOR LOAN]

                                REQUEST FOR LOAN

TO:               American Radio Systems Corporation
                  116 Huntington Avenue
                  Boston, Massachusetts 02116
                  Attn:  Michael B. Milsom, Esq.
                             Vice President & General Counsel
                  Facsimile:  (617) 375-7575

FROM:             Jupiter Radio Partners
                  c/o Ms. Patricia S. Dahlin
                  Vice President/Controller
                  InterMart Broadcasting
                  4810 Deltona Drive
                  Punta Gorda, FL 33950
                  Facsimile: (941) 639-6742

DATE:             _____________________


                  Reference  is hereby made to that  certain  Construction  Loan
Agreement dated as of December __, 1996 (as the same may be amended, modified or
supplemented from time to time, the "Agreement"), between American Radio Systems
Corporation,  a Delaware corporation (the "Lender"), and Jupiter Radio Partners,
a Florida  partnership  (the  "Partnership").  Terms  which are  defined  in the
Agreement are used herein as therein defined.

                  This constitutes a Request for Loan pursuant to the Agreement.

                  Partnership hereby requests a Loan under the Agreement,  based
upon the following information:

(a)      Amount of Requested Loan: ___________________________________

(b)      Proposed Funding Date of Requested Loan: ___________________

(c)      Partnership has incurred the following  expenses in connection with the
         construction  of  the  Project,  and  requests  reimbursement  for  the
         amount(s) of such expenses.

         Architect: ___________________________________________________

         Contractor: ________________________________________________

         Description: _______________________________________________

         Amount: ____________________________________________________



<PAGE>


                                       -2-

         Date Incurred: _____________________________________________

         [Other Items of Information] _______________________________

(d)      Attached to this Request for Loan are copies of the  invoices  relating
         to the above referenced expenses and for which  reimbursement/the  Loan
         is being requested.

(e)      As of the date hereof, no Default or Event of Default exists.

                  IN  WITNESS  WHEREOF,  this  Request  for Loan  has been  duly
completed as of the date first above written.

                                      JUPITER RADIO PARTNERS

                                      By:      InterMart Broadcasting,
                                               General Managing Partner



                                               By:__________________________
                                                  Patricia S. Dahlin
                                                  Vice President


                                       ii
<PAGE>




                                                             EXHIBIT B


                                 PROMISSORY NOTE

U.S.  $150,000.00                                        Punta Gorda, Florida
                                                            December 11, 1996

                  FOR VALUE RECEIVED, the undersigned, JUPITER RADIO PARTNERS, a
Florida partnership (the "Partnership"),  hereby promises to pay to the order of
AMERICAN RADIO SYSTEMS CORPORATION,  a Delaware  corporation (the "Lender"),  in
lawful money of the United States of America in immediately  available funds, at
the location and in the manner designated in the Construction Loan Agreement (as
hereinafter  defined),  the  principal  sum of ONE HUNDRED  FIFTY  THOUSAND U.S.
DOLLARS ($150,000.00) or the aggregate unpaid principal amount of all Loans made
by the Lender to the Partnership,  pursuant to the Construction  Loan Agreement,
whichever  is less.  The  Partnership  promises  to pay  interest  on the unpaid
principal  amount hereof at the rate of nine percent  (9.00%) per annum from the
date hereof until paid in immediately  available funds.  Subject to mandatory or
voluntary  prepayment  under the  Construction  Loan Agreement,  all amounts due
under  this Note are  payable  on the  earlier to occur of (a) 30 days after the
"Option"  described  in the Option  Agreement,  dated as of  September  20, 1996
between the  Partnership  and the Lender (the  "Option  Agreement"),  expires or
terminates  unexercised,  (b) 30 days after the date by which an asset  purchase
agreement should be executed under the Option Agreement,  if such asset purchase
agreement is not executed by such date, (c) 30 days after the termination of the
Purchase  Agreement  pursuant to which the  Partnership is to sell to the Lender
the Assets (the "Purchase  Agreement"),  (d) the closing date under the Purchase
Agreement and (e) December 31, 1997.

                  In case that any  payments  under  this Note are not paid when
due (whether at stated  maturity,  by acceleration or otherwise),  such payments
shall bear  interest at the rate of eleven  percent  (11.00%) per annum for each
day until  paid or  repaid.  Upon the  occurrence  of an Event of  Default,  the
principal  amount of and accrued  interest on this Note may be declared  due and
payable  in the manner and with the effect  provided  in the  Construction  Loan
Agreement.

                  All  borrowings  evidenced  by this Note and all  payments and
prepayments of the principal hereof and interest hereon and the respective dates
thereof  shall be endorsed by the holder  hereof on the grid  schedule  attached
hereto and made a part  hereof,  or on a  continuation  thereof  which  shall be
attached hereto and made a part hereof;  provided,  however, that the failure of
the holder hereof to make such a notation or any error in such a notation  shall
not affect the obligations of the Partnership under this Note.


                                       i
<PAGE>

                  This Note is the promissory note referred to in, and evidences
indebtedness  incurred  under,  the  Construction  Loan  Agreement,  dated as of
December  __,  1996,  between  the  Partnership  and the Lender  (as  amended or
modified in accordance with its terms, the "Construction  Loan  Agreement"),  to
which  reference is made for a description of the security for this Note and for
a statement of the terms and  conditions on which the  Partnership  is permitted
and required to make prepayments and repayments of principal of the indebtedness
evidenced  by this Note and on which such  indebtedness  may be  declared  to be
immediately  due and payable.  This Note is also entitled to the benefits of the
Loan Documents, including, without limitation, the provisions regarding security
interests  contained  therein.  As provided in the Construction  Loan Agreement,
this Note is subject to mandatory and voluntary prepayment, in whole or in part.

                  The   Partnership   hereby  waives  all   requirements  as  to
diligence,  presentment,  demand of  payment,  protest and notice of any kind in
connection  with this Note.  All  amounts  owing  hereunder  are  payable by the
Partnership without relief from any valuation or appraisal laws.

                  The  Partnership  agrees  to  pay  the  reasonable  costs  and
expenses of collection,  including,  without limitation,  reasonable  attorney's
fees and  disbursements  in the event that any  action,  suit or  proceeding  is
brought by the holder hereof to collect this Note.

                  This Note may not be changed, modified or terminated orally.

                  Capitalized  terms used herein but not otherwise  defined have
the meaning ascribed to such terms in the Construction Loan Agreement.

                  THIS  NOTE  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO
ANY PRINCIPLES OF CONFLICTS OF LAW.

                                 JUPITER RADIO PARTNERS

                                 By:  InterMart Broadcasting,
                                      General Managing Partner



                                      By: /s/ Patricia S. Dahlin
                                         Patricia S. Dahlin
                                         Vice President, Intermart Broadcasting

                                       ii

<PAGE>

                           Schedule to Promissory Note

                                  TRANSACTIONS
                                       ON
                                      NOTE




                                  Amount of         Outstanding
                                Principal or         Principal
          Amount of Loan        Interest Paid       Balance This      Notation
Date      Made This Date          This Date             Date          Made by