SECURITY AGREEMENT


         SECURITY AGREEMENT (this  "Agreement"),  dated as of December 11, 1996,
made by JUPITER RADIO PARTNERS, a Florida partnership ("Partnership"),  in favor
of AMERICAN RADIO SYSTEMS CORPORATION, a Delaware corporation ("Lender").


                              W I T N E S S E T H:


         WHEREAS,   concurrently   with  the  execution  and  delivery  of  this
Agreement,  Partnership and Lender have entered into a certain Construction Loan
Agreement dated as of the date hereof (said  Construction Loan Agreement,  as it
may hereafter be amended, supplemented, restated, replaced or otherwise modified
from time to time, being the "Loan Agreement"; the terms defined therein and not
otherwise defined herein being used herein as therein defined); and

         WHEREAS,  it is a  condition  precedent  to the  making of the Loans by
Lender under the Loan Agreement that Partnership shall have granted the security
interest  in the  Collateral  (as  hereinafter  defined)  contemplated  by  this
Agreement;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  and in  order to  induce  Lender  to make  Loans  under  the Loan
Agreement, Partnership hereby agrees as follows:


                           ARTICLE 1. THE COLLATERAL.

         Section 1.1 Grant of  Security.  As security  for the  Obligations  (as
defined in Section  1.2  hereof),  Partnership  hereby  assigns  and  pledges to
Lender, a security interest in all of Partnership's right, title and interest in
and to the following (the "Collateral"):

              (a) All equipment in all of its forms,  wherever located, now held
or hereafter  acquired by  Partnership  and all parts thereof and all accessions
thereto  (any  and  all  such   equipment,   parts  and  accessions   being  the
"Equipment").

              (b) All inventory in all of its forms,  wherever located, now held
or  hereafter  acquired by  Partnership  (including,  but not limited to (i) all
types of inventory  and raw  materials  and work in process  therefor,  finished
goods  thereof,  and materials  used consumed in the  manufacture  or production
thereof,  (ii) goods in which  Partnership has an interest in mass or a joint or
other  interest or right of any kind and (iii)  goods  which are  returned to or
repossessed by Partnership, and all accessions thereto and products thereof (any
and all such inventory, accessions and products being the "Inventory")).



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              (c)  All  accounts,   contract   rights  (to  the  fullest  extent
assignable),   chattel  paper,   instruments,   general  intangibles  and  other
obligations of any kind of Partnership now or hereafter  existing arising out of
or in  connection  with the sale or lease of goods or the rendering of services,
and all rights now or  hereafter  existing  in and to all  security  agreements,
leases  and other  contracts  (in each case to the  fullest  extent  assignable)
securing or otherwise  relating to any such accounts,  contract rights,  chattel
paper,  instruments,  general  intangibles  or  obligations  (any  and all  such
accounts,  contract rights, chattel paper, instruments,  general intangibles and
obligations  being  the  "Receivables",  and any and all such  leases,  security
agreements and other contracts being the "Related Contracts").

              (d) All  documents and  documents of title of  Partnership  now or
hereafter existing, including without limitation, all bills of lading, warehouse
receipts, air bills, truck bills, dock warrants,  dock receipts,  barge receipts
or any other  document  which in the regular  course of business or financing is
treated as adequately evidencing that the person in possession of it is entitled
to  receive,  hold  and  dispose  of  the  document  and  the  goods  it  covers
("Documents").

              (e)  All  proceeds  to be  derived  from  the  sale of any and all
governmental  licenses,  permits and authorizations,  issued to the Partnership,
including  all  proceeds  from the  sale of any and all  licenses,  permits  and
authorizations issued by the Federal  Communications  Commission ("FCC Permits")
to the  Partnership,  as  distinguished  from  the FCC  Permits  themselves.  If
applicable  FCC law  should  be  changed  at any  time  during  the term of this
Agreement  to  allow a  security  interest  to be held in the FCC  Permits,  the
Collateral shall include the FCC Permits  immediately upon the effective date of
the change in applicable FCC law.

              (f) All  proceeds  of any and all of the  Collateral  and,  to the
extent not otherwise  included,  all payments  under  insurance  (whether or not
Lender is the loss payee  thereof),  or any  indemnity,  warranty  or  guaranty,
payable by reason of loss or damage to or  otherwise  with respect to any of the
foregoing Collateral.

         Section 1.2 Security for Obligations. This Agreement secures the prompt
payment when due (whether at maturity,  by  acceleration  or  otherwise)  of all
obligations of Partnership  now or hereafter  existing under the Loan Agreement,
the Note and the other Loan Documents,  whether for principal,  interest,  fees,
expenses or otherwise (all such obligations being the "Obligations").


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                                       -3-


         Section 1.3 Partnership Remains Liable. Anything herein to the contrary
notwithstanding,  (a)  Partnership  shall remain  liable under the contracts and
agreements included in the Collateral to the extent set forth therein to perform
all of its  duties  and  obligations  thereunder  to the same  extent as if this
Agreement had not been executed, (b) the exercise by Lender of any of the rights
hereunder  shall not release  Partnership  from any of its duties or obligations
under the contracts and agreements  included in the  Collateral,  and (c) Lender
shall  not have any  obligation  or  liability  under any of the  contracts  and
agreements  included in the  Collateral by reason of this  Agreement,  nor shall
Lender be obligated to perform any of the  obligations  or duties of Partnership
thereunder  or to take any action to collect  or enforce  any claim for  payment
assigned hereunder.

         Section  1.4  Continuing  Agreement.  This  Agreement  shall  create  a
continuing  security  interest in the  Collateral and shall remain in full force
and  effect  until  indefeasible  payment in full of the  Obligations.  Upon the
indefeasible  payment in full of the Obligations,  the security interest granted
hereby  shall  terminate  and all  rights  to the  Collateral  shall  revert  to
Partnership. Upon any such termination,  Lender shall, at Partnership's expense,
execute  and  deliver  to  Partnership  such  documents  as  Partnership   shall
reasonably request to evidence such termination.

         Section  1.5  Security  Interest  Absolute.  All  rights of Lender  and
security  interests  hereunder,  and all  obligations of Partnership  hereunder,
shall be absolute and  unconditional  irrespective  of any  defenses  whatsoever
available to Partnership, including, but not limited, to the following:

                  (a) any extension of credit by Lender to or for the account of
         Partnership other than under the Loan Agreement,  the Note or any other
         Loan Document;

                  (b)  any  lack  of  validity  or  enforceability  of any  Loan
         Document;

                  (c) any change in the time,  manner or place of payment of, or
         in any  other  term of,  all or any of the  Obligations,  or any  other
         amendment  or waiver of or any consent to any  departure  from any Loan
         Document;

                  (d) any  exchange,  release  or  non-perfection  of any  other
         collateral,  or any  release  or  amendment  or waiver of or consent to
         departure from any guaranty, for all or any of the obligations; or

                  (e) any law, regulation or order of any jurisdiction affecting
         or purporting to affect any term of any Obligation or any Loan Document
         or Lender's rights with respect thereto.



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                                       -4-



                   ARTICLE 2. REPRESENTATIONS AND WARRANTIES.

             Partnership hereby represents and warrants as follows:

         Section 2.1  Location of  Collateral.  The chief place of business  and
chief executive office of Partnership and the office where Partnership keeps its
records  concerning the  Receivables  are located at 4810 Deltona  Drive,  Punta
Gorda,  Florida 33950. None of the Receivables is evidenced by a promissory note
or other instrument.

         Section 2.2 Ownership and Liens.  Partnership  owns the Collateral free
and clear of any lien  (statutory or otherwise),  security  interest,  mortgage,
deed of trust,  priority,  pledge,  charge,  conditional  sale,  title retention
agreement,  financing lease or other  encumbrance or similar right of others, or
any agreement to give any of the foregoing (collectively,  a "Lien"), except for
the Lien created by this Agreement.  No effective  financing  statement or other
instrument  similar in effect  covering all or any part of the  Collateral is on
file in any  recording  office,  except  such as may have been filed in favor of
Lender.

         Section 2.3  Perfection.  This Agreement  creates a valid and perfected
first priority security interest in the Collateral,  securing the payment of the
Obligations,  subject to no prior Lien that can be  perfected  under the Uniform
Commercial Code.

         Section 2.4 No Authorization  Required.  No authorization,  approval or
other action by, and no notice to or filing with, any governmental  authority or
regulatory  body is required either (a) for the grant by Partnership of the Lien
granted hereby or for the  execution,  delivery or performance of this Agreement
by  Partnership,  or (b) for the  perfection of or the exercise by Lender of its
rights and  remedies  hereunder,  other than  filings  pursuant  to the  Uniform
Commercial  Code,  actions which are required to perfect the Lien granted herein
(which  have been made or taken) and  authorizations  or  filings  that might be
required under the Communications  Act of 1934, as amended,  with respect to the
FCC Permits.


                              ARTICLE 3. COVENANTS.

         Section 3.1  Further Assurances.

              (a) Partnership  agrees that at any time and from time to time, at
the expense of Partnership,  Partnership  shall promptly execute and deliver all
further  instruments  and documents,  and take all further  action,  that may be
necessary or desirable, or that Lender may reasonably


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                                       -5-

request,  in order to perfect and protect any Lien  granted or  purported  to be
granted  hereby or to enable  Lender to  exercise  and  enforce  its  rights and
remedies  hereunder  with  respect  to  any  Collateral.  Without  limiting  the
generality of the foregoing,  Partnership  shall: (i) if any Receivable shall be
evidenced by a promissory note or other instrument or chattel paper,  deliver to
Lender  hereunder  such note,  instrument  or chattel  paper duly  indorsed  and
accompanied by duly executed instruments of transfer or assignment,  all in form
ans substance  satisfactory to Lender;  and (ii) execute and file such financing
or continuation statements, or amendments thereto, and such other instruments or
notices as may be necessary or reasonably  desirable,  or as Lender may request,
in order to perfect and  preserve  the Lien  granted or  purported to be granted
hereby.

              (b) Partnership  hereby authorizes  Lender, in its discretion,  to
file one or more financing or continuation  statements,  and amendments thereto,
relative  to  all  or any  part  of the  Collateral  without  the  signature  of
Partnership where permitted by law.

              (c)  Partnership  shall  furnish  to  Lender  from  time  to  time
statements and schedules  further  identifying and describing the Collateral and
such other reports in connection  with the  Collateral as Lender may  reasonably
request, all in reasonable detail.

         Section 3.2 As to Equipment and Inventory. Partnership shall:

              (a) Keep the Equipment and Inventory (other than Inventory sold in
the ordinary course of business) at  Partnership's  chief executive  offices or,
upon 30  days'  prior  written  notice  to  Lender,  at  such  other  places  in
jurisdictions  where all action  required  by Section  3.1 shall have been taken
with respect to the Equipment and Inventory.

              (b)  Pay   promptly   when  due  all  property  and  other  taxes,
assessments  and  governmental  charges or levies  imposed upon,  and all claims
(including claims for labor,  materials and supplies) against, the Equipment and
Inventory  except to the extent the validity  thereof is being contested in good
faith and for which adequate reserves have been established.

              (c) Maintain  and operate the  Equipment  in  compliance  with all
applicable FCC rules, regulations and policies.

         Section 3.3 Insurance.  Partnership  shall, at its own expense maintain
insurance  with respect to the Equipment  and Inventory to such amounts  against
such risks,  in such form and with such  insurers,  as is customary for entities
engaged in the same businesses and within the same  jurisdictions as Partnership
conducts its business.


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                                       -6-


         Section 3.4  As to Receivables.

              (a)  Partnership  shall keep its chief place of business and chief
executive  office  and the  office  where it keeps its  records  concerning  the
Receivables,  and all originals of all chattel paper which evidence Receivables,
at the location therefor specified in Section 2.1 or, upon 30 days prior written
notice to Lender,  at such other  locations in a  jurisdiction  where all action
required by Section 3.1 shall have been taken with  respect to the  Receivables.
Partnership  shall hold and preserve  such  records and chattel  paper and shall
permit  representatives  of any Bank at any time during normal business hours to
inspect and make abstracts from such records and chattel paper.

              (b)  Except  as  otherwise   provided  in  this   subsection  (b),
Partnership shall continue to collect, at its own expense, all amounts due or to
become  due  Partnership   under  the  Receivables.   In  connection  with  such
collections,  Partnership may take (and, at Lender's direction, shall take) such
action as Lender may deem  necessary or advisable to enforce  collection  of the
Receivables;  provided,  however,  that Lender shall have the right at any time,
upon the occurrence  and during the  continuance of an Event of Default and upon
written  notice to  Partnership of its intention to do so, to notify the account
debtors or obligors under any Receivables of the assignment of such  Receivables
to Lender and to direct such account  debtors or obligors to make payment of all
amounts due or to become due to Partnership  thereunder  directly to Lender and,
upon such notification and at the expense of Partnership,  to enforce collection
of any such  Receivables,  and to  adjust,  settle or  compromise  the amount or
payment thereof,  in the same manner and to the same extent as Partnership might
have done. After receipt by Partnership of the notice from Lender referred to in
the proviso to the preceding  sentence,  (i) all amounts and proceeds (including
instruments)  received by  Partnership  in respect of the  Receivables  shall be
received in trust for the benefit of Lender  hereunder  shall be segregated from
other funds of  Partnership  and shall be  forthwith  paid over to Lender in the
same form as so received  (with any  necessary  endorsement)  to be held as cash
collateral and either (A) released to Partnership so long as no Event of Default
shall have  occurred and be continuing or (B) if any Event of Default shall have
occurred  and be  continuing,  applied as provided by Section  5.1(b),  and (ii)
Partnership  shall not,  without the prior  written  consent of Lender,  adjust,
settle or compromise the amount or payment of any Receivable,  or release wholly
or partly any account debtor or obligor thereof, or allow any credit or discount
thereon.

              (c) In the event that any of the  Receivables  is  evidenced  by a
promissory note or other written instrument, Partnership shall provide notice to
Lender to such effect,


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                                       -7-

and Partnership  shall, at Partnership's  expense,  deliver such instruments and
documents, and take such actions, as Lender shall reasonably request in order to
perfect and  protect  Lender's  Lien on such  promissory  note or other  written
instrument.

         Section 3.5  Transfers and Other Liens.  Partnership shall not:

              (a) Sell,  assign (by  operation of law or otherwise) or otherwise
dispose of any of the  Collateral,  except  Inventory in the ordinary  course of
business.

              (b) Create or suffer to exist any Lien upon or with respect to any
of the Collateral to secure any indebtedness of Partnership, except for the Lien
created by this Agreement.

         Section  3.6 As to  Documents.  Partnership  will  promptly  deliver to
Lender all  Documents  (endorsed to Lender) in its  possession or which may from
time to time come into its possession.

         Section 3.7 As to Permits.  Partnership  shall file and, as  necessary,
prosecute,  all applications,  reports,  statements,  filing fees and regulatory
fees required to be filed with the FCC or any other governmental body, and shall
maintain  the FCC  Permits  in full  force and  effect  during  the term of this
Security Agreement.  Partnership shall oppose any proposed adverse  modification
of any FCC Permit. Partnership shall comply with the Communications Act of 1934,
as amended, and all rules,  regulations and policies of the FCC and all federal,
state and local laws, including health, zoning and police regulations.


                          ARTICLE 4. RIGHTS OF LENDER.

         Section  4.1  Lender  Appointed  Attorney-in-Fact.  Partnership  hereby
irrevocably  appoints  Lender  as  Partnership's  attorney-in-fact,   with  full
authority in the place and stead of  Partnership  and in the name of Partnership
or  otherwise,  from time to time in  Lender's  discretion,  to take any and all
action and to execute any and all instrument(s) which Lender may reasonably deem
necessary or advisable to accomplish the purposes of this Agreement  (subject to
the rights of Partnership under Section 3.4), including without limitation:

              (a) to obtain and adjust  insurance  required to be paid to Lender
pursuant to Section 3.3,

              (b) if an Event of Default shall have occurred and be  continuing,
to  ask,  demand,  collect,  sue  for,  recover,   compound,  receive  and  give
acquittance and receipts for moneys due and to become due under or in respect of
any of the Collateral,


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                                       -8-


              (c) if an Event of Default shall have occurred and be  continuing,
to receive,  indorse and collect any drafts or other instruments,  documents and
chattel paper, in connection with clause (a) or (b) above, and

              (d) to file  any  claims  or take  any  action  or  institute  any
proceedings  which Lender may deem  necessary or desirable for the collection of
any of the  Collateral or otherwise to enforce the rights of Lender with respect
to any of the  Collateral.  Lender  shall  notify  Partnership  with  reasonable
promptness in the  circumstances  of any action taken by Lender pursuant to this
Section 4.1 and Section 4.2 below.

         Section 4.2 Lender May  Perform.  If  Partnership  fails to perform any
agreement contained herein,  Lender may itself perform, or cause performance of,
such  agreement,  and the expenses of Lender  incurred in  connection  therewith
shall be payable by Partnership under Section 6.3 hereof.

         Section 4.3 Lender's  Duties.  The powers conferred on Lender hereunder
are solely to protect  Lender's  interest in the Collateral and shall not impose
any duty upon it to exercise any such powers. Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually  received by
it hereunder, Lender shall have no duty as to any Collateral or as to the taking
of any  necessary  steps to preserve  rights  against prior parties or any other
rights pertaining to any Collateral.


                               ARTICLE 5. DEFAULT.

         Section 5.1  Remedies.  If any Event of Default shall have occurred and
be continuing:

              (a) Lender may exercise in respect of the Collateral,  in addition
to other rights and remedies  provided for herein or otherwise  available to it,
all the rights and  remedies  of a secured  party on default  under the  Uniform
Commercial  Code (the  "UCC") in  effect  in the State of  Florida  at that time
(whether or not the UCC  applies to the  affected  Collateral)  and also may (i)
require  Partnership  to, and  Partnership  hereby  agrees  that it shall at its
expense  and upon  request  of  Lender  forthwith,  assemble  all or part of the
Collateral  as directed by Lender and make it  available to Lender at a place to
be designated by Lender which is reasonably  convenient to both parties and (ii)
without  notice  except as  specified  below,  sell the  Collateral  or any part
thereof in one or more  parcels at public or private  sale,  at any of  Lender's
offices or elsewhere,  for cash, on credit or for future  delivery,  and at such
price or  prices  and upon such  other  terms as  Lender  may deem  commercially
reasonable.  Partnership  agrees  that,  to the  extent  notice of sale shall be
required by law, at least 10 days' prior notice to


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                                       -9-

Partnership of the time and place of any public sale or the time after which any
private  sale is to be made shall  constitute  reasonable  notification.  Lender
shall not be obligated to make any sale of  Collateral  regardless  of notice of
sale having been given.  Lender may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor,  and such sale may
without  further  notice,  be made at the  time  and  place  to  which it was so
adjourned.

              (b) All cash  proceeds  received  by Lender in respect of any sale
of, collection from, or other realization upon all or any part of the Collateral
may, in the discretion of Lender,  be held by Lender as collateral  for,  and/or
then or at any time thereafter  applied (after payment of any amounts payable to
Lender  pursuant to Section 6.2) in whole or in part by Lender  against,  all or
any part of the Obligations in such order as Lender shall elect.  Any surplus of
such cash or cash proceeds held by Lender and remaining after payment in full of
all the  Obligations  shall be paid over to  Partnership or to whomsoever may be
lawfully entitled to receive such surplus.


                            ARTICLE 6. MISCELLANEOUS.

         Section 6.1 Amendments; Etc. No amendment or waiver of any provision of
this Agreement nor consent to any departure by Partnership  here from,  shall in
any event be effective unless the same shall be in writing and signed by Lender,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

         Section 6.2 Expenses, Indemnification. Etc. 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,  including  without
limitation,  any expenses  incurred in connection with  assembling,  collecting,
maintaining, preserving or protecting the Collateral. Subject to the limitations
set  forth in  Section  7.3(b)  of the Loan  Agreement,  Partnership  agrees  to
indemnify  Lender from and against  any and all claims,  losses and  liabilities
growing out of or resulting from this Agreement (including,  without limitation,
enforcement of this Agreement),  except claims,  losses or liabilities resulting
from  Lender's  gross  negligence  or willful  misconduct.  The  obligations  of
Partnership under this Section shall survive the termination of this Agreement.

         Section 6.3 Notices. Unless the party to be notified otherwise notifies
the other  party in writing,  notices  shall be given in the manner set forth in
the Loan Agreement.



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         Section 6.4 Transfer of Loan  Documents.  This  Agreement  shall (a) be
binding upon Partnership, its successors and assigns and (b) inure together with
the rights and  remedies of Lender  hereunder,  to the benefit of Lender and its
successors, transferees and assigns; provided, however, that Partnership may not
assign or  transfer  its rights or  obligations  under this  Agreement.  Without
limiting  the  generality  sf the  foregoing  clause  (b),  Lender may assign or
otherwise  transfer  the Loan  Documents  held by it,  or  grant  participations
therein,  to any other  person or entity,  and such other person or entity shall
thereupon  become  vested with all the  benefits in respect  thereof  granted to
Lender herein or otherwise.

         Section  6.5 No  Impairment  of Rights.  The grant of a Lien  hereunder
shall not be deemed to apply to any Related  Contract to the extent (but only to
the  extent)  the  grant  of  such  security  interest  would  violate,  cause a
termination of or otherwise substantially impair Partnership's rights under such
Related Contract.

         Section 6.6 GOVERNING LAW JURISDICTION;  TERMS. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF FLORIDA,
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE LIEN  HEREUNDER,  OR
REMEDIES HEREUNDER,  IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF FLORIDA. UNLESS OTHERWISE DEFINED
HEREIN OR IN THE  AGREEMENT,  TERMS USED IN ARTICLE 9 OF THE UNIFORM  COMMERCIAL
CODE IN THE STATE OF FLORIDA ARE USED HEREIN AS THEREIN DEFINED.

         IN WITNESS  WHEREOF,  Partnership  has caused this Agreement to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.

                                         JUPITER RADIO PARTNERS

                                         By:      InterMart Broadcasting
                                                  of Palm Beach, Inc.,
                                                  Managing General Partner



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