TIME BROKERAGE AGREEMENT



         This Time Brokerage Agreement ("Agreement") is dated as of February 28,
1997, by and between  Citicasters  Co., an Ohio  corporation  ("Licensee"),  and
American Radio Systems Corporation, a Delaware Corporation ("Broker").

         WHEREAS,  Licensee is the  licensee  of the radio  station set forth on
Attachment A hereto (referred to herein as the "Station"); and

         WHEREAS,  Licensee,  Broker and American Radio Systems License Corp., a
Delaware corporation,  have entered into an Asset Exchange Agreement dated as of
December 23, 1996 (the "Exchange  Agreement") for the exchange of certain assets
relating to the Station to Broker; and

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

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

         1. Air Time and Transmission Services. Licensee and Broker hereby agree
to  commence  operations  pursuant  to this  Agreement  on  March 1,  1997  (the
"Effective  Date").  Licensee  agrees,  beginning  on  the  Effective  Date,  to
broadcast,  or cause to be  broadcast,  on the  Station,  according to the terms
hereof, programming designated and provided by Broker (the "Programming").

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


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         3. T erm. The term of this Agreement  shall begin on the Effective Date
and end on the  earliest of (i) the  Closing  Date,  as defined in the  Exchange
Agreement,  or (ii) the date which is ten (10) days following any termination of
the  Exchange  Agreement  in  accordance  with  the  terms  thereof  (such  date
hereinafter  referred to as the  "Termination  Date," and such period of time as
the "Term").

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

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

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


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         7.       Station Facilities.

              7.1 Station Facilities. Subject to the qualifications set forth in
this Agreement,  throughout the term of this Agreement,  Licensee shall make the
facilities of the Station  available to Broker for operation and broadcast  with
the maximum authorized facilities twenty-four (24) hours a day, seven (7) days a
week, except for downtime occasioned by either (i) emergency maintenance or (ii)
routine  maintenance not to exceed two (2) hours each Sunday morning between the
hours  of  12  Midnight  and  5:00  a.m.,  and  except  for  such  programs  and
announcements  prepared by and put on the air by Licensee in order to meet local
needs and issues requirements, said programs and announcements not to exceed one
(1) hour each Sunday morning at a mutually agreed upon time between the hours of
5:00 a.m. and 7:00 a.m. Broker shall not be entitled to a Credit for Programming
not broadcast  over the Station for periods  specified in this Section 7 hereof.
To the extent  practicable,  any maintenance work affecting the operation of the
Station at full power shall be scheduled  upon at least  forty-eight  (48) hours
prior notice with the agreement of Broker, such agreement not to be unreasonably
withheld.

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

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

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

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

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<PAGE>

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

         12.  Station Agreements.

              12.1 Assignment and Assumption  Station  Agreements.  Effective on
the  Effective  Date,  Licensee  hereby  assigns  to Broker,  and Broker  hereby
assumes,  subject to the  provisions of Section 12 hereof,  the  obligations  of
Licensee  arising or to be performed on and after the Effective  Date (except to
the extent such  obligations  represent  liabilities for  activities,  events or
transactions  occurring,  or conditions  existing,  on or prior to the Effective
Date) under: (a) all of the American Other Contracts (as defined in the Exchange
Agreement),  excluding  (i) contracts  and  agreements  relating to the Licensee
Employee  Expenses and (ii)  contracts and  agreements  relating to the Licensee
Transmitter  Expenses;  and (b) all contracts entered into by Licensee which are
for consideration other than cash, such as merchandise,  services or promotional
consideration  ("Trade  Agreements")  arising in the ordinary course of business
consistent  with the past  practices  of  Licensee  and listed on  Attachment  C
hereto.  All of the  foregoing  liabilities  and  obligations  under (a) and (b)
hereof shall be referred to herein  collectively as the "Station  Agreements" or
individually as a "Station Agreement." Licensee represents and warrants that the
Station  Agreements  are  freely  assignable,   or,  if  consent  of  the  other
contracting party to the assignment is required,  Licensee  covenants to use its
reasonable best efforts to obtain such consent as promptly as practicable. As of
the Effective  Date,  Licensee shall have paid all amounts due on and shall have
performed  all  obligations  due under the Station  Agreements  as of that date.
Licensee shall not enter into any other Station  Agreements  with respect to the
Station without the prior written consent of Broker.

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

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

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

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

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

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

         16. Events of Default: Cure periods and Remedies.

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

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

                   16.1.2  Default in Covenants  or Adverse  Legal  Action.  The
default by any party hereto in the material  observance  or  performance  of any
material  covenant,  condition or agreement  contained herein which is not cured
within five (5) business days following  notice in accordance  with Section 16.2
hereof,  or if (a) any party shall make a general  assignment for the benefit of
creditors,  (b) any party  shall  file or have filed  against it a petition  for
bankruptcy,  for  reorganization or an arrangement,  or for the appointment of a
receiver,  trustee or similar  creditors'  representative  for the  property  or
assets of such party under any federal or state  insolvency law, which, if filed
against such party, has not been dismissed or discharged  within sixty (60) days
thereof,  or (c) specifically and without limitation,  if Licensee's  successors
and assigns, including,  without limitation, any assignee of the FCC license for
the  Station,  except if such  successor  or assign is Broker or an affiliate of
Broker, refuses to abide by or terminates this Agreement during the term of this
Agreement.

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

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

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

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

              16.4  Liabilities  Upon  Termination.  Upon  termination  of  this
Agreement,   Broker  shall  be  responsible  for  all  liabilities,   debts  and
obligations  of Broker  accrued from the  purchase of air time and  transmission
services including, without limitation,  accounts payable, barter agreements and
unaired  advertisements,  but not for Licensee's  federal,  state, and local tax
liabilities  associated  with  Broker's  payments to  Licensee  as provided  for
herein.  With respect to Broker's  obligations  to broadcast  material  over the
Station after termination hereunder, Broker may propose compensation to Licensee
for meeting  these  obligations,  but Licensee  shall be under no duty to accept
such compensation or to perform such obligations.  Upon termination,  (i) Broker
shall  return to Licensee  any  equipment  or  property  of the Station  used by
Broker,  its  employees  or agents,  in  substantially  the same  condition  and
location as such equipment existed on the date of this Agreement,  ordinary wear
and tear  excepted,  (ii) Broker shall  assign to Licensee  and  Licensee  shall
assume the still  outstanding  Station  Agreements  that were assigned to Broker
pursuant to Section 12 hereof and (iii)  Broker shall assign to Licensee any new
contracts entered into by Broker relating to the Station that Licensee expressly
agrees to assume.  Notwithstanding  anything in the  foregoing to the  contrary,
termination  shall not  extinguish any rights of either party as may be provided
by Section 15 hereof.

         17.  Broker  Termination  Option.  Broker may elect to  terminate  this
Agreement at any time during the term hereof in the event that Licensee preempts
or substitutes other programming for that supplied by the Broker during ten (10)
percent  or more of the total  hours of  operation  of the  Station  during  any
calendar month. In the event Broker elects to terminate this Agreement  pursuant
to this  provision,  it shall give Licensee notice of such election at least ten

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(10) days prior to the termination date. Upon  termination,  neither party shall
have any further liability to the other except as may be provided by Sections 15
and 16.4 hereof.

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

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

         20. Additional Representations. Warranties and Covenants.

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

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

                                       10
<PAGE>

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

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

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

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

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

                                       11
<PAGE>

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

              20.3 Additional Broker Representations, Warranties and Covenants.

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

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

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

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

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

                   20.3.6  Payola/Plugola.  Broker  covenants  that it shall not
accept,  and shall  instruct its  employees  not to accept,  any  consideration,
compensation,  gift or gratuity of any kind whatsoever,  regardless of its value
or  form,  including,  but  not  limited  to,  a  commission,  discount,  bonus,

                                       12
<PAGE>

materials,  supplies or other  merchandise,  services  or labor,  whether or not
pursuant to written  contracts or  agreements  between  Broker and  merchants or
advertisers, unless the payer is identified in the program as having paid for or
furnished such consideration, in accordance with FCC requirements. Broker agrees
to annually, or more frequently at the request of Licensee,  execute and provide
Licensee with an affidavit regarding payola/plugola compliance.

         21. Intellectual Property. Effective as of the Effective Date, Licensee
licenses to Broker the exclusive  right to use (or, to the extent  Licensee does
not hold exclusive  rights,  the  non-exclusive  right to use) all  intellectual
property  owned by or licensed to Licensee  and used solely in the  operation of
the  Station  (including,  but  not  limited  to,  logos,  jingles,  promotional
materials,  call signs,  goodwill,  trademarks,  service marks,  slogans,  trade
names,  copyrights and any  applications  and  registrations  therefor) (the "IP
License").  In the event of termination of this Agreement,  the IP License shall
terminate.

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

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

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

                                       13
<PAGE>

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

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

         27. Benefit and  Assignment.  This Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted  assigns.  Other than assignment to a sole parent,  a wholly-owned
subsidiary,  or a  sister  company  with a  common  parent,  if such  entity  is
authorized  by the  FCC to be the  licensee  of the  Station,  Licensee  may not
voluntarily or  involuntarily  assign its interest under this Agreement  without
the prior  written  consent  of  Broker.  Broker  shall have the right to assign
and/or  delegate  all or any  portion of its rights and  obligations  under this
Agreement, including without limitation assignments as collateral, provided that
no such  assignment  and/or  delegation  shall relieve Broker of its obligations
hereunder  in the event  that its  assignee  fails to  perform  the  obligations
delegated. In the event that Broker finds it necessary or is required to provide
to a third party a collateral  assignment of Broker's interest in this Agreement
and/or any related documents, Licensee shall cooperate with Broker and any third
party requesting such assignment including but not limited to Licensee signing a
consent  and  acknowledgment  of such  assignment.  All  covenants,  agreements,
statements, representations, warranties and indemnities in this Agreement by and
on behalf of any of the  parties  hereto  shall bind and inure to the benefit of
their respective successors and permitted assigns of the parties hereto.

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

                                       14
<PAGE>


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

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

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

                                       15
<PAGE>


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

                                           AMERICAN RADIO SYSTEMS
                                            CORPORATION

                                           By:      __________________________
                                           Title:   __________________________

                                           CITICASTERS CO.

                                           By:      __________________________
                                           Title:   __________________________





                                       16

<PAGE>





                            TIME BROKERAGE AGREEMENT

                                  ATTACHMENT A


WKRQ(FM), Cincinnati, Ohio

<PAGE>



                                  ATTACHMENT B

                                PAYMENT SCHEDULE

Month                                                         Fee

1.  March, 1997                                               $179,000

2.  April, 1997                                               $215,000

3.  May, 1997                                                 $316,000

4.  June, 1997                                                $353,000

5.  July, 1997                                                $335,000

6.  August, 1997                                              $358,000

7.  September, 1997                                           $242,000

8.  October, 1997                                             $266,000

9.  November, 1997                                            $279,000

10. December, 1997                                            $261,000

         In  addition  to the  Monthly  Fee,  Broker  promptly  shall  reimburse
Licensee  the  amount  of the  reasonable  Licensee  Employee  Expenses  and the
reasonable Licensee  Transmitter  Expenses as they are incurred during the Term.
Licensee   shall  deliver  a  statement  in   reasonable   detail  with  back-up
documentation  for such  Expenses,  and Broker shall pay Licensee  such Expenses
within five (5) business days of receipt of such billing.

         Licensee and Broker agree to reconcile in good faith,  by no later than
the last day of the month  following  the month to which  each  Monthly  Fee set
forth above  pertains,  each such Monthly Fee to reflect  actual  broadcast cash
flow results for the Station during such month. Any such required adjustment may
be taken as an increase  to or credit  against the  subsequent  Monthly  Fee, or
alternatively shall be paid by the party obligated to make such payment no later
than five (5) business days following such reconciliation.





<PAGE>





                                  ATTACHMENT C


    All Citicasters Trade Agreements (as defined in the Exchange Agreement).




<PAGE>


                            TIME BROKERAGE AGREEMENT

                                  ATTACHMENT D

If the notice is to Licensee:

        Citicasters Co.
        201 East 5th Street, Suite 1300
        Cincinnati, Ohio 45202
        Attention: Randy Michaels, President
        Telephone No:
        Telecopy No: (513)-621-1300

         With a copy to (which shall not constitute notice):

                  Hogan & Hartson L.L.P.
                  555 Thirteenth Street, N.W.
                  Washington, DC 20004-1109
                  Attention: Marissa G. Repp, Esq.
                  Telephone No: 202-637-6845
                  Telecopy No: 202-637-5910

If the notice is to Broker:

         American Radio Systems Corporation
         116 Huntington Avenue
         Boston, MA 02116
         Attention: Steven B. Dodge, President and Chief Executive Officer
         Telephone No:
         Telecopy No:  (617)-375-7575

         With a copy to (which shall not constitute notice):

                  Sullivan & Worcester LLP
                  One Post Office Square
                  Boston, MA 02109
                  Attention: Norman A. Bikales, Esq.
                  Telephone No: (617)-338-2800
                  Telecopy No:  (617)-338-2880