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                                                                    EXHIBIT 4.31

                                  FORM OF STOCK
                           PURCHASE CONTRACT AGREEMENT


                                 RADIO ONE, INC.

                                       AND

                            [PURCHASE CONTRACT AGENT]

                         DATED AS OF __________________

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                                TABLE OF CONTENTS

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ARTICLE ONE
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ..........................................     1
  Section 1.01.   Definitions ......................................................................     1
  Section 1.02.   Compliance Certificates and Opinions .............................................     5
  Section 1.03.   Form of Documents Delivered to Agent .............................................     5
  Section 1.04.   Acts of Holders; Record Dates ....................................................     6
  Section 1.05.   Notices, etc., to Agent and the Company ..........................................     7
  Section 1.06.   Notice to Holders; Waiver ........................................................     7
  Section 1.07.   Effect of Headings and Table of Contents .........................................     7
  Section 1.08.   Successors and Assigns ...........................................................     7
  Section 1.09.   Separability Clause ..............................................................     7
  Section 1.10.   Benefits of Agreement ............................................................     7
  Section 1.11.   Governing Law ....................................................................     8
  Section 1.12.   Legal Holidays ...................................................................     8
  Section 1.13.   Counterparts .....................................................................     8
  Section 1.14.   Inspection of Agreement ..........................................................     8

ARTICLE TWO
  SECURITY CERTIFICATE FORMS .......................................................................     8
  Section 2.01.   Forms of Security Certificates Generally .........................................     8
  Section 2.02.   Form of Agent's Certificate of Authentication ....................................     8

ARTICLE THREE
  THE SECURITIES ...................................................................................     8
  Section 3.01.   Title and Terms; Denominations ...................................................     8
  Section 3.02.   Rights and Obligations Evidenced by the Security Certificates ....................     9
  Section 3.03.   Execution, Authentication, Delivery and Dating ...................................     9
  Section 3.04.   Temporary Security Certificates ..................................................     9
  Section 3.05.   Registration; Registration of Transfer and Exchange ..............................    10
  Section 3.06.   Mutilated, Destroyed, Lost and Stolen Security Certificates ......................    11
  Section 3.07.   Persons Deemed Owners ............................................................    12
  Section 3.08.   Cancellation .....................................................................    12
  Section 3.09.   Securities Not Separable .........................................................    12

ARTICLE FOUR
  THE PLEDGED SECURITIES ...........................................................................    13
  Section 4.01.   Payment of Distributions; Rights to Distributions Preserved ......................    13
  Section 4.02.   Transfer of Pledged Securities Upon Occurrence of Termination Event ..............    13

ARTICLE FIVE
  THE PURCHASE CONTRACTS ...........................................................................    14
  Section 5.01.   Purchase of Shares of Common Stock ...............................................    14
  Section 5.02.   Contract Fees ....................................................................    14
  Section 5.03.   Deferral of Payment Dates for Contract Fee .......................................    15
  Section 5.04.   Payment of Purchase Price ........................................................    15
  Section 5.05.   Issuance of Share of Common Stock ................................................    15
  Section 5.06.   Adjustment of Settlement Rate ....................................................    16
  Section 5.07.   Notice of Adjustments and Certain Other Events ...................................    19
  Section 5.08.   Termination Event; Notice ........................................................    19
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  Section 5.09.   Early Settlement .................................................................    20
  Section 5.10.   No Fractional Shares .............................................................    20
  Section 5.11.   Charges and Taxes ................................................................    21

ARTICLE SIX
  REMEDIES .........................................................................................    21
  Section 6.01.   Unconditional Right of Holders to Receive Contract Fee ...........................    21
  Section 6.02.   Restoration of Rights and Remedies ...............................................    21
  Section 6.03.   Rights and Remedies Cumulative ...................................................    21
  Section 6.04.   Delay or Omission Not Waiver .....................................................    21
  Section 6.05.   Undertaking for Costs ............................................................    21

ARTICLE SEVEN
  THE AGENT ........................................................................................    22
  Section 7.01.   Certain Duties and Responsibilities ..............................................    22
  Section 7.02.   Notice of Default ................................................................    22
  Section 7.03.   Certain Rights of Agent ..........................................................    23
  Section 7.04.   Not Responsible for Recitals or Issuance of Securities ...........................    23
  Section 7.05.   May Hold Securities ..............................................................    23
  Section 7.06.   Money Held in Trust ..............................................................    23
  Section 7.07.   Compensation and Reimbursement ...................................................    23
  Section 7.08.   Corporate Agent Required; Eligibility ............................................    24
  Section 7.09.   Resignation and Removal; Appointment of Successor ................................    24
  Section 7.10.   Acceptance of Appointment by Successor ...........................................    25
  Section 7.11.   Merger, Consolidation or Succession to Business ..................................    25
  Section 7.12.   Preservation of Information; Communications to Holders ...........................    25
  Section 7.13.   No Obligations of Agent ..........................................................    26
  Section 7.14.   Tax Compliance ...................................................................    26

ARTICLE EIGHT
  SUPPLEMENTAL AGREEMENTS ..........................................................................    26
  Section 8.01.   Supplemental Agreements Without Consent of Holders ...............................    26
  Section 8.02.   Supplemental Agreements with Consent of Holders ..................................    26
  Section 8.03.   Execution of Supplemental Agreements .............................................    27
  Section 8.04.   Effect of Supplemental Agreements ................................................    27
  Section 8.05.   Reference to Supplemental Agreements .............................................    27

ARTICLE NINE
  CONSOLIDATION, MERGER, SALE OR CONVEYANCE ........................................................    27
  Section 9.01.   Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under
                  Certain Conditions ...............................................................    27
  Section 9.02.   Rights and Duties of Successor Corporation .......................................    28
  Section 9.03.   Opinion of Counsel to Agent ......................................................    28

ARTICLE TEN
  COVENANTS ........................................................................................    28
  Section 10.01.  Performance Under Purchase Contracts .............................................    28
  Section 10.02.  Maintenance of Office or Agency ..................................................    28
  Section 10.03.  Company to Reserve Common Stock ..................................................    28
  Section 10.04.  Covenants as to Common Stock .....................................................    29
  Section 10.05.  Statements of Officers of the Company as to Default ..............................    29
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     PURCHASE CONTRACT AGREEMENT, dated as of ____________ between RADIO ONE,
INC., a Delaware corporation (the "Company"), and [PURCHASE CONTRACT AGENT],
acting as purchase contract agent for the Holders of Securities from time to
time (the "Agent").

                                    RECITALS

     A. The Company has duly authorized the execution and delivery of this
Agreement and the Security Certificates evidencing the Securities.

     B. All things necessary to make the Company's obligations under the
Securities, when the Security Certificates are executed by the Company and
authenticated, executed on behalf of the Holders and delivered by the Agent, as
in this Agreement provided, the valid obligations of the Company, and to
constitute these presents a valid agreement of the Company, in accordance with
its terms, have been done.

                                   WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed as follows:

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01. Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular; and

          (2) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.

     "Act" when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person, For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Agent" means the Person named as the "Agent" in the first paragraph of
this instrument until a successor Agent shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter.

     "Agent" shall mean the Person who is then the Agent hereunder.

     "Agreement" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more agreements supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "Applicable Market Value" has the meaning specified in Section 5.01.

     "Board of Directors" means the board of directors of the Company or a duly
authorized committee of that board.

     "Board Resolution" means one or more resolutions of the Board of Directors,
a copy of which has been certified by the Secretary or an Assistant Secretary of
the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification and delivered to the
Agent.

<PAGE>

     "Business Day" means any day that is not a Saturday, Sunday or a day on
which the NYSE or banking institutions or trust companies in the City of New
York are authorized or obligated by law or executive order to be closed.

     "Closing Price" has the meaning specified in Section 5.01.

     "Collateral Agent" means _____________, as Collateral Agent under the
Pledge Agreement until a successor Collateral Agent shall have become such
pursuant to the applicable provisions of the Pledge Agreement, and thereafter
"Collateral Agent" shall mean the Person who is then the Collateral Agent
thereunder.

     "Common Stock" means the class D Common Stock, par value $0.001 per share,
of the Company.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor shall have become such, and thereafter
"Company" shall mean such successor.

     "Contract Fee" means the fee payable by the Company in respect of each
Purchase Contract, equal to __% per annum of the Stated Amount, accruing from
____________, 20__, computed on the basis of the actual number of days elapsed
in a year of 365 or 366 days, as the case may be, plus any additional fees
accrued pursuant to Section 5.03.

     "Corporate Trust Office" means the principal office of the Agent in
[_________________], at which at any particular time its corporate trust
business shall be administered, which office at the date hereof is located at
[_____________________].

     "Current Market Price" has the meaning specified in Section 5.06(a)(8).

     "Depositary" means a clearing agency registered under the Exchange Act that
is designated to act as Depositary for the Securities as contemplated by Section
3.05.

     "Early Settlement" has the meaning specified in Section 5.09(a).

     "Early Settlement Amount" has the meaning specified in Section 5.09(a).

     "Early Settlement Date" has the meaning specified in Section 5.09(a).

     "Early Settlement Rate" has the meaning specified in Section 5.09(b)

     "Exchange Act" means the Securities Act of 1934 and any statute successor
thereto, in each case as amended from time to time.

     "Excess Pledged Securities" has the meaning specified in Section 4.02.

     "Expiration Date" has the meaning specified in Section 1.04.

     "Expiration Time" has the meaning specified in Section 5.06(a)(6).

     "Final Settlement Date" means ____________, 20__.

     "Final Settlement Fund" has the meaning specified in Section 5.05.

     "Global Security Certificate" means a Security Certificate that evidences
all or part of the Securities and is registered in the name of a Depositary or a
nominee thereof.

     "Holder," when used with respect to a Security Certificate (or a Security),
means a Person in whose name the Security evidenced by such Security Certificate
(or the Security Certificate evidencing such Security) is registered in the
Security Register.

                                      -2-

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     "Issuer Order" or "Issuer Request" means a written order or request signed
in the name of the Company by its Chairperson of the Board, any Vice
Chairperson, its President or a Vice President and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Agent.

     "NYSE" has the meaning specified in Section 5.01.

     "Officer's Certificate" means a certificate signed by the Chairperson of
the Board, any Vice Chairperson, the President or any Vice President and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company and delivered to the Agent.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company.

     "Outstanding Securities" means, as of the date of determination, all
Securities evidenced by then Outstanding Security Certificates, except:

          (i) If a Termination Event has occurred, Securities for which the
     underlying Pledged Securities have been theretofore deposited with the
     Agent in trust for the Holders of such Securities; and

          (ii) On and after the applicable Early Settlement Date, Securities as
     to which the Holder has elected to effect Early Termination of the related
     Purchase Contracts; provided, however, that in determining whether the
     Holders of the requisite number of Securities have given any request,
     demand, authorization, direction, notice, consent or waiver hereunder,
     Securities owned by the Company or any Affiliate of the Company shall be
     disregarded and deemed not to be outstanding, except that, in determining
     whether the Agent shall be protected in relying upon any such request,
     demand, authorization, direction, notice, consent or waiver, only
     Securities which the Agent knows to be so owned shall be so disregarded.
     Securities so owned which have been pledged in good faith may be regarded
     as outstanding if the pledgee establishes to the satisfaction of the Agent
     the pledgee's right so to act with respect to such Securities and that the
     pledgee is not the Company or any Affiliate of the Company.

     "Outstanding Security Certificates" means, as of the date of determination,
all Security Certificates theretofore authenticated, executed and delivered
under this Agreement, except:

          (i) Security Certificates theretofore cancelled by the Agent or
     delivered to the Agent for cancellation; and

          (ii) Security Certificates in exchange for or in lieu of which other
     Security Certificates have been authenticated, executed on behalf of the
     Holder and delivered pursuant to this Agreement, other than any such
     Security Certificate in respect of which there shall have been presented to
     the Agent proof satisfactory to it that such Security Certificate is held
     by a bona fide purchaser in whose hands the Securities evidenced by such
     Security Certificate are valid obligations of the Company.

     "Payment Date" means each _________ and ___________, commencing
____________, 20__.

     "Persons" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Pledge" means the pledge under the Pledge Agreement of the Pledged
Securities constituting a part of the Securities.

     "Pledge Agreement" means the Pledge Agreement, in the form of Exhibit B,
dated as of the date hereof, among the Company, the Collateral Agent and the
Agent, on its own behalf and as attorney-in-fact for the Holders from time to
time of the Securities.

     "Pledged Securities" means __________.

                                      -3-

<PAGE>

     "Predecessor Security Certificate" of any particular Security Certificate
means every previous Security Certificate evidencing all or a portion of the
rights and obligations of the Holder under the Securities evidenced thereby;
and, for the purposes of this definition, any Security Certificate authenticated
and delivered under Section 3.06 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security Certificate shall be deemed to evidence the
same rights and obligations of the Holder as the mutilated, destroyed, lost or
stolen Security Certificate.

     "Purchase Contract," when used with respect to any Security, means the
contract obligating the Company to sell and the Holder of such Security to
purchase Common Stock on the terms and subject to the conditions set forth in
Article Five hereof.

     "Purchased Shares" has the meaning specified in Section 5.06(a)(6).

     "Record Date" for the distributions and Contract Fees payable on any
Payment Date means the _____________ or _______________ (whether or not a
Business Day), as the case may be, next preceding such Payment Date.

     "Reorganization Event" has the meaning specified in Section 5.06(b).

     "Responsible Officer," when used with respect to the Agent, means any
officer of the Agent assigned by the Agent to administer its corporate trust
matters.

     "Security" means the collective rights and obligations of a Holder of a
Security Certificate in respect of Pledged Securities with a principal amount or
liquidation preference equal to the Stated Amount, subject to the Pledge
thereof, and a Purchase Contract.

     "Security Certificate" means a certificate evidencing the rights and
obligations of a Holder in respect of the number of Securities specified on such
certificate.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

     "Settlement Rate" has the meaning specified in Section 5.01.

     "Stated Amount" means $_______________.

     "Termination Date" means the date, if any, on which a Termination Event
occurs.

     "Termination Event" means the occurrence of any of the following events:
(i) at any time on or prior to the Final Settlement Date, a decree or order by a
court having jurisdiction in the premises shall have been entered adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization of the Company under the United States Bankruptcy Code or
any other similar applicable Federal or State law, and, unless such decree or
order shall have been entered within 60 days prior to the Final Settlement Date,
such decree or order shall have continued undischarged and unstayed for a period
of 60 days; or (ii) a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver or liquidator or trustee or assignee
in bankruptcy or insolvency of the Company or of its property, or for the
winding up or liquidation of its affairs, shall have been entered, and, unless
such decree or order shall have been entered within 60 days prior to the Final
Settlement Date, such decree or order shall have continued undischarged and
unstayed for a period of 60 days; or (iii) at any time on or prior to the Final
Settlement Date the Company shall institute proceedings to be adjudicated a
bankrupt, or shall consent to the filing of a bankruptcy proceeding against it,
or shall file a petition or answer or consent seeking reorganization under the
United States Bankruptcy Code or any other similar applicable Federal or State
law, or shall consent to the filing of any such petition, or shall consent to
the appointment of a receiver or liquidator or trustee or assignee in bankruptcy
or insolvency of it or of its property, or shall make an assignment for the
benefit of creditors, or shall admit in writing its inability to pay its debts
generally as they become due.

     "Threshold Appreciation Price" has the meaning specified in Section 5.01.

                                       -4-

<PAGE>

     "TIA" means the Trust Indenture Act of 1939, as amended, or any successor
statute.

     "Trading Day" has the meaning specified in Section 5.01.

     "Underwriting Agreement" means the Underwriting Agreement dated
____________, 200_, between the Company and ________________, as representative
of the several Underwriters named therein.

     "Vice President" means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice president."

     Section 1.02. Compliance Certificates and Opinions. Except as otherwise
expressly provided by this Agreement, upon any application or request by the
Company to the Agent to take any action under any provision of this Agreement,
the Company shall furnish to the Agent an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Agreement relating to such particular application or request, no
additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Agreement shall include:

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

         (3) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

          (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

     Section 1.03. Form of Documents Delivered to Agent. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.

                                      -5-

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     Section 1.04. Acts of Holders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Agent and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and (subject to Section 7.01)
conclusive in favor of the Agent and the Company, if made in the manner provided
in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Agent deems sufficient.

     (c) The ownership of Securities shall be proved by the Security Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security Certificate evidencing such
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Agent or the Company in reliance thereon, whether or not notation
of such action is made upon such Security Certificate.

     (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Securities. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite number of Outstanding Securities on such record
date. Nothing in this paragraph shall be construed to prevent the Company from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be canceled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite number of Outstanding Securities on
the date such action is taken. Promptly after any record date is set pursuant to
this paragraph, the Company, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Agent in writing and to each Holder of Securities in the
manner set forth in Section 1.06.

With respect to any record date set pursuant to this Section, the Company may
designate any date as the "Expiration Date" and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall
be effective unless notice of the proposed new Expiration Date is given to the
Agent in writing, and to each Holder of Securities in the manner set forth in
Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the Company shall be deemed to have initially designated the 180th day after
such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

     Section 1.05. Notices, etc., to Agent and the Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Agreement to be made upon, given or
furnished to, or filed with,

                                       -6-

<PAGE>

         (1) the Agent by any Holder or by the Company shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing and personally delivered or
     mailed, first class postage prepaid, to the Agent at _______________,
     Attention: Stock Transfer Department, or at any other address previously
     furnished in writing by the Agent to the Holders and the Company, or

         (2) the Company by the Agent or by any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing and personally delivered or
     mailed, first-class postage prepaid, to the Company at 5900 Princess Garden
     Parkway, 7th Floor, Lanham, MD 20706-2969, Attention: Linda J. Eckard
     Vilardo, or at any other address previously furnished in writing to the
     Agent by the Company.

     Section 1.06. Notice to Holders; Waiver. Where this Agreement provides for
notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.

     Where this Agreement provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Agent, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Agent shall constitute a
sufficient notification for every purpose hereunder.

     Section 1.07. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.08. Successors and Assigns. All covenants and agreements in this
Agreement by the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 1.09. Separability Clause. In case any provision in this Agreement
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof and thereof shall
not in any way be affected or impaired thereby.

     Section 1.10. Benefits of Agreement. Nothing in this Agreement or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefits or any legal
or equitable right, remedy or claim under this Agreement. The Holders from time
to time shall be beneficiaries of this Agreement and shall be bound by all of
the terms and conditions hereof and of the Securities evidenced by their
Security Certificates by their acceptance of delivery thereof.

     Section 1.11. Governing Law. This Agreement and the Securities shall be
governed by and construed in accordance with the laws of the State of New York.

     Section 1.12. Legal Holidays. In any case where any Payment Date, any Early
Settlement Date or the Final Settlement Date shall not be a Business Day, then
(notwithstanding any other provision of this Agreement or of the Securities)
payment in respect of distributions on Pledged Securities or Contract Fees shall
not be made, Purchase Contracts shall not be performed and Early Settlement
shall not be effected on such date, but such payments shall be made, or the
Purchase Contracts shall be performed or Early Settlement effected, as
applicable, on the next succeeding Business Day with the same force and effect
as if made on such Payment Date, Early Settlement Date or Final Settlement Date,
as the case may be; provided, that no interest shall accrue or be payable by the
Company or any Holder

                                       -7-

<PAGE>

for the period from and after any such Payment Date, Early Settlement Date or
Final Settlement Date, as the case may be.

     Section 1.13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall together constitute one and the same instrument.

     Section 1.14. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the Corporate Trust Office for inspection
by any Holder.

                                   ARTICLE TWO
                           SECURITY CERTIFICATE FORMS

     Section 2.01. Forms of Security Certificates Generally. The Security
Certificates (including the form of Purchase Contracts forming part of the
Securities evidenced thereby) shall be in substantially the form set forth in
Exhibit A hereto, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities exchange on which the
Securities are listed or Depositary therefor, or as may, consistently herewith,
be determined by the officers of the Company executing such Security
Certificates, as evidenced by their execution of the Security Certificates.

     The definitive Security Certificates shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers of the Company executing the Security
Certificates, consistent with the provisions of this Agreement, as evidenced by
their execution thereof.

     Every Global Security Certificate authenticated, executed on behalf of the
Holders and delivered hereunder shall bear a legend in substantially the
following form:

         THIS SECURITY CERTIFICATE IS A GLOBAL SECURITY CERTIFICATE WITHIN THE
         MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND
         IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
         SECURITY CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
         SECURITY CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS SECURITY
         CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
         PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF. EXCEPT IN THE
         LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

     Section 2.02. Form of Agent's Certificate of Authentication. The form of
the Agent's certificate of authentication of the Securities shall be in
substantially the form set forth on the form of the Security Certificates.

                                  ARTICLE THREE
                                 THE SECURITIES

     Section 3.01. Title and Terms; Denominations. The aggregate number of
Securities evidenced by Security Certificates authenticated, executed on behalf
of the Holders and delivered hereunder is limited to _________ (subject to
increase up to a maximum of _____________ to the extent the overallotment option
of the underwriters under the Underwriting Agreement is exercised), except for
Security Certificates authenticated, executed and delivered upon registration of
transfer of, in exchange for, or in lieu of, other Security Certificates
pursuant to Section 3.04, 3.05, 3.06, 5.09 or 8.05.

     The Security Certificates shall be issuable only in registered form and
only in denominations of a single Security and any integral multiple thereof.

     Section 3.02. Rights and Obligations Evidenced by the Security
Certificates. Each Security Certificate shall evidence the number of Securities
specified therein, with each such Security representing the ownership by the
Holder thereof of Pledged Securities with a principal amount or liquidation
preference equal to the Stated Amount, subject to

                                       -8-

<PAGE>

the Pledge of such Pledged Securities by such Holder pursuant to the Pledge
Agreement, and the rights and obligations of the Holder under one Purchase
Contract. Prior to the purchase, if any, of shares of Common Stock under the
Purchase Contracts, the Securities shall not entitle the Holders to any of the
rights of a holder of shares of Common Stock, including, without limitation, the
right to vote or receive any dividends or other payments or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or for
the election of directors of the Company or for any other matter, or any other
rights whatsoever as stockholders of the Company, except to the extent otherwise
expressly provided in this Agreement.

     Section 3.03. Execution, Authentication, Delivery and Dating. Upon the
execution and delivery of this Agreement, and at any time and from time to time
thereafter, the Company may deliver Security Certificates executed by the
Company to the Agent for authentication, execution on behalf of the Holders and
delivery, together with its Issuer Order for authentication of such Security
Certificates, and the Agent in accordance with such Issuer Order shall
authenticate, execute on behalf of the Holder and deliver such Security
Certificates.

     The Security Certificates shall be executed on behalf of the Company by its
Chairperson of the Board, its Vice Chairperson of the Board, its President or
one of its Vice Presidents, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Security Certificates may be manual or facsimile.

     Security Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Security
Certificates or did not hold such offices at the date of such Security
Certificates.

     No Purchase Contract underlying a Security evidenced by a Security
Certificate shall be valid until such Security Certificate has been executed on
behalf of the Holder by the manual signature of an authorized signatory of the
Agent, as such Holder's attorney-in-fact. Such signature by an authorized
signatory of the Agent shall be conclusive evidence that the Holder of such
Security Certificate has entered into the Purchase Contracts underlying the
Securities evidenced by such Security Certificate.

     Each Security Certificate shall be dated the date of its authentication.

     No Security Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose unless there appears on such
Security Certificate a certificate of authentication substantially in the form
provided for herein executed by an authorized signatory of the Agent by manual
signature, and such certificate upon any Security Certificate shall be
conclusive evidence, and the only evidence, that such Security Certificate has
been duly authenticated and delivered hereunder.

     Section 3.04. Temporary Security Certificates. Pending the preparation of
definitive Security Certificates, the Company shall execute and deliver to the
Agent, and the Agent shall authenticate, execute on behalf of the Holders, and
deliver, in lieu of such definitive Security Certificates, temporary Security
Certificates which are in substantially the form set forth in Exhibit A hereto,
with such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as may be
required by the rules of any securities exchange on which the Securities are
listed, or as may, consistently herewith, be determined by the officers of the
Company executing such Security Certificates, as evidenced by their execution of
the Security Certificates.

     If temporary Security Certificates are issued, the Company will cause
definitive Security Certificates to be prepared without unreasonable delay.
After the preparation of definitive Security Certificates, the temporary
Security Certificates shall be exchangeable for definitive Security Certificates
upon surrender of the temporary Security Certificates at the Corporate Trust
Office, at the expense of the Company and without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Security Certificates,
the Company shall execute and deliver to the Agent, and the Agent shall
authenticate, execute on behalf of the Holder, and deliver in exchange therefor,
one or more definitive Security Certificates of authorized denominations and
evidencing a like number of Securities as the temporary Security Certificate or
Security Certificates so surrendered. Until so exchanged, the temporary Security
Certificates shall

                                       -9-

<PAGE>

in all respects evidence the same benefits and the same obligations with respect
to the Securities evidenced thereby as definitive Security Certificates.

     Section 3.05. Registration; Registration of Transfer and Exchange. The
Agent shall keep at the Corporate Trust Office a register (the register
maintained in such office being herein referred to as the "Security Register")
in which, subject to such reasonable regulations as it may prescribe, the Agent
shall provide for the registration of Security Certificates and of transfers of
Security Certificates (the Agent, in such capacity, the "Security Registrar").

     Upon surrender for registration of transfer of any Security Certificate at
the Corporate Trust Office, the Company shall execute and deliver to the Agent,
and the Agent shall authenticate, execute on behalf of the designated transferee
or transferees, and deliver, in the name of the designated transferee or
transferees, one or more new Security Certificates of any authorized
denominations and evidencing a like number of Securities.

     At the option of the Holder, Security Certificates may be exchanged for
other Security Certificates, of any authorized denominations and evidencing a
like number of Securities, upon surrender of the Security Certificates to be
exchanged at the Corporate Trust Office. Whenever any Security Certificates are
so surrendered for exchange, the Company shall execute and deliver to the Agent,
and the Agent shall authenticate, execute on behalf of the Holder, and deliver
the Security Certificates which the Holder making the exchange is entitled to
receive.

     All Security Certificates issued upon any registration of transfer or
exchange of a Security Certificate shall evidence the ownership of the same
number of Securities and be entitled to the same benefits and subject to the
same obligations, under this Agreement as the Securities evidenced by the
Security Certificate surrendered upon such registration of transfer or exchange.

     Every Security Certificate presented or surrendered for registration of
transfer or for exchange shall (if so required by the Agent) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Agent duly executed, by the Holder thereof or his attorney
duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of a Security Certificate, but the Company and the Agent may require
payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Security Certificates, other than any exchanges pursuant
to Sections 3.06 and 8.05 not involving any transfer. Notwithstanding the
foregoing, the Company shall not be obligated to execute and deliver to the
Agent, and the Agent shall not be obligated to authenticate, execute on behalf
of the Holder and deliver any Security Certificate presented or surrendered for
registration of transfer or for exchange on or after the Final Settlement Date
or the Termination Date. In lieu of delivery of a new Security Certificate, upon
satisfaction of the applicable conditions specified above in this Section and
receipt of appropriate registration or transfer instructions from such Holder,
the Agent shall (i) if the Final Settlement Date has occurred, deliver the
shares of Common Stock issuable in respect of the Purchase Contracts forming a
part of the Securities evidenced by such Security Certificate, or (ii) if a
Termination Event shall have occurred prior to the Final Settlement Date,
transfer the principal amount or liquidation amount, as the case may be, of the
Pledged Securities evidenced thereby, in each case subject to the applicable
conditions and in accordance with the applicable provisions of Article Five
hereof.

     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Security Certificates:

         (1) Each Global Security Certificate authenticated and executed on
     behalf of the Holders under this Agreement shall be registered in the name
     of the Depositary designated for such Global Security Certificate or a
     nominee thereof and delivered to such Depositary or a nominee thereof or
     custodian therefor, an each such Global Security Certificate shall
     constitute a single Security Certificate for all purposes of this
     Agreement.

         (2) Notwithstanding any other provision in this Agreement, no Global
     Security Certificate may be exchanged in whole or in part of Security
     Certificates registered, and no transfer for a Global Security Certificate
     in whole or in part may be registered, in the name of any Person other than
     the Depositary for such Global Security Certificate or a nominee thereof
     unless (A) such Depositary (i) has notified the Company that it is
     unwilling or unable to

                                      -10-

<PAGE>

     continue as Depositary for such Global Security Certificate or (ii) has
     ceased to be a clearing agency registered under the Exchange Act or (b)
     there shall have occurred and be continuing a default by the Company in
     respect to its obligations under one or more Purchase Contracts.

          (3) Subject to Clause (2) above, any exchange of a Global Security
     Certificate for other Security Certificates may be made in whole or in
     part, and all Security Certificates issued in exchange for a Global
     Security Certificate or any portion thereof shall be registered in such
     names as the Depositary for such Global Security Certificate shall direct.

          (4) Every Security Certificate authenticated and delivered upon
     registration of transfer of, or in exchange for or in lieu of, a Global
     Security Certificate or any portion thereof, whether pursuant to this
     Section, Section 3.04, 3.06, 5.09 or 8.05 or otherwise, shall be
     authenticated, executed on behalf of the Holders and delivered in the form
     of, and shall be, a Global Security Certificate, unless such Security
     Certificate is registered in the name of a Person other than the Depositary
     for such Global Security Certificate or a nominee thereof.

     Section 3.06. Mutilated, Destroyed, Lost and Stolen Security Certificates.
If any mutilated Security Certificate is surrendered to the Agent, the Company
shall execute and deliver to the Agent, and the Agent shall authenticate,
execute on behalf of the Holder, and deliver in exchange therefor, a new
Security Certificate, evidencing the same number of Securities and bearing a
number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Agent (i) evidence to
their satisfaction of the destruction, loss or theft of any Security
Certificate, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of any of them harmless, then, in the absence of
notice to the Company or the Agent that such Security Certificate has been
acquired by a bona fide purchaser, the Company shall execute and deliver to the
Agent, and the Agent shall authenticate, execute on behalf of the Holder, and
deliver to the Holder, in lieu of any such destroyed, lost or stolen Security
Certificate, a new Security Certificate, evidencing the same number of
Securities and bearing a number not contemporaneously outstanding.

     Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder, and deliver to the Holder, a
Security Certificate on or after the Final Settlement Date or the Termination
Date. In lieu of delivery of a new Security Certificate, upon satisfaction of
the applicable conditions specified above in this Section and receipt of
appropriate registration or transfer instructions from such Holder, the Agent
shall (i) if the Final Settlement Date has occurred, deliver the shares of
Common Stock issuable in respect of the Purchase Contracts forming a part of the
Securities evidenced by such Security Certificate, or (ii) if a Termination
Event shall have occurred prior to the Final Settlement Date, transfer the
principal amount of the Pledged Securities evidenced thereby, in each case
subject to the applicable conditions and in accordance with the applicable
provisions of Article Five hereof.

     Upon the issuance of any new Security Certificate under this Section, the
Company and the Agent may require the payment by the Holder of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Agent)
connected therewith.

     Every new Security Certificate issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security Certificate shall constitute an original
additional contractual obligation of the Company and of the Holder, whether or
not the destroyed, lost or stolen Security Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits and be subject
to all the obligations of this Agreement equally and proportionately with any
and all other Security Certificates delivered hereunder.

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

     Section 3.07. Persons Deemed Owners. Prior to due presentment of a Security
Certificate for registration of transfer, the Company and the Agent, and any
agent of the Company or the Agent, may treat the Person in whose name such
Security Certificate is registered as the owner of the Securities evidenced
thereby, for the purpose of receiving

                                      -11-

<PAGE>

payments of distributions on the Pledged Securities, receiving payments of
Contract Fees, performance of the Purchase Contracts and for all other purposes
whatsoever, whether or not the payment of distributions on the Pledged
Securities or any Contract Fee payable in respect of the Purchase Contracts
constituting a part of the Securities evidenced thereby shall be overdue and
notwithstanding any notice to the contrary, and neither the Company nor the
Agent, nor any agent or the Company or the Agent, shall be affected by notice to
the contrary.

     Notwithstanding the foregoing, with respect to any Global Security
Certificate, nothing herein shall prevent the Company, the Agent or any agent of
the Company or the Agent, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary (or its nominee), as a
Holder, with respect to such Global Security Certificate or impair, as between
such Depositary and owners of beneficial interests in such Global Security
Certificate, the operation of customary practices governing the exercise of
rights of such Depositary (or its nominee) as Holder of such Global Security
Certificate.

     Section 3.08. Cancellation. All Security Certificates surrendered for
delivery of shares of Common Stock on or after the Final Settlement Date,
transfer of Pledged Securities after the occurrence of a Termination Event or
pursuant to an Early Settlement or registration of transfer or exchange shall,
if surrendered to any Person other than the Agent, be delivered to the Agent
and, if not already cancelled, shall be promptly cancelled by it. The Company
may at any time deliver to the Agent for cancellation any Security Certificates
previously authenticated, executed and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Security Certificates so
delivered shall, upon Issuer Order, be promptly cancelled by the Agent. No
Security Certificates shall be authenticated, executed on behalf of the Holder
and delivered in lieu of or in exchange for any Security Certificates cancelled
as provided in this Section, except as expressly permitted by this Agreement.
All cancelled Security Certificates held by the Agent shall be disposed of as
directed by Issuer Order.

     If the Company or any Affiliate of the Company shall acquire any Security
Certificate, such acquisition shall not operate as a cancellation of such
Security Certificate unless and until such Security Certificate is delivered to
the Agent cancelled or for cancellation.

     Section 3.09. Securities Not Separable. Notwithstanding anything contained
herein or in the Security Certificates to the contrary, for so long as the
Purchase Contract underlying a Security remains in effect such Security shall
not be separable into its constituent parts, and the rights and obligations of
the Holder of such Security in respect of the Pledged Securities and Purchase
Contracts constituting such Security may be acquired, and may be transferred and
exchanged, only as a Security. Other than a Security Certificate evidencing a
Security, no Holder of a Security, or any transferee thereof, shall be entitled
to receive a certificate evidencing the ownership of Pledged Securities or the
rights and obligations of the Holder and the Company under a Purchase Contract
for so long as the Purchase Contract underlying the Security remains in effect.

                                  ARTICLE FOUR
                             THE PLEDGED SECURITIES

     Section 4.01. Payment of Distributions; Rights to Distributions Preserved.
Distributions on any Pledged Security which is paid on any Payment Date shall,
subject to receipt thereof by the Agent from the Collateral Agent as provided by
the terms of the Pledge Agreement, be paid to the Person in whose name the
Security Certificate (or one or more Predecessor Security Certificates) of which
such Pledged Security is a part is registered at the close of business on the
Record Date next preceding such Payment Date.

     Each Security Certificate evidencing Pledged Securities delivered under
this Agreement upon registration of transfer of or in exchange for or in lieu of
any other Security Certificate shall carry the rights to distributions accrued
and unpaid, and to accrue, which were carried by the Pledged Securities
underlying such other Security Certificate.

     In the case of any Security with respect to which Early Settlement of the
underlying Purchase Contract is effected on an Early Settlement Date after any
Record Date and on or prior to the next succeeding Payment Date, distributions
on the Pledged Securities underlying such Security otherwise payable on such
Payment Date shall be payable on such

                                      -12-

<PAGE>

Payment Date notwithstanding such Early Settlement, and such distributions
shall, subject to receipt thereof by the Agent, be paid to the Person in whose
name the Security Certificate (or one or more Predecessor Security Certificates)
is registered at the close of business on the Record Date. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any
Security with respect to which Early Settlement of the underlying Purchase
Contract is effected on an Early Settlement Date, distributions on the related
Pledged Securities that would otherwise be payable after the Early Settlement
Date shall not be payable hereunder to the Holder of such Security.

     Section 4.02. Transfer of Pledged Securities Upon Occurrence of Termination
Event. Upon the occurrence of a Termination Event and the transfer to the Agent
of the Pledged Securities underlying such Securities pursuant to the terms of
the Pledge Agreement, the Agent shall request transfer instructions with respect
to such Pledged Securities from each Holder of Securities by written request
mailed to such Holder at his address as it appears in the Security Register, in
respect of the Pledged Securities underlying the Security Certificate held by
such Holder. Upon surrender to the Agent of a Security Certificate with such
transfer instructions in proper form for transfer of the Pledged Securities by
Federal Reserve BankWire, book entry transfer through the facilities of the
Depositary Trust Company, or other appropriate procedure, the Agent shall
transfer the Pledged Securities evidenced by such Security Certificate to such
Holder in accordance with such instructions. If a Security Certificate is not
duly surrendered to the Agent with appropriate transfer instructions, the Agent
shall hold the Pledged Securities evidenced by such Security Certificate as
custodian for the Holder of such Security Certificate.

     Pledged Securities shall be transferred only in denominations of
$__________ and integral multiples thereof. As promptly as practicable following
the occurrence of a Termination Event, the Agent shall determine the excess of
(i) the aggregate principal amount or liquidation preference, as the case may
be, of Pledged Securities underlying the Outstanding Securities over (ii) the
aggregate principal amount or liquidation preference, as the case may be, of
Pledged Securities in denominations of $__________ and integral multiples
thereof transferrable to Holders of record on the date of such Termination Event
(such excess being herein referred to as the "Excess Pledged Securities"). As
soon as practicable after transfer to the Agent of the Pledged Securities
underlying the Outstanding Securities as provided in the Pledge Agreement, the
Agent shall sell the Excess Pledged Securities to or through one or more
registered broker dealers at then prevailing prices. The Agent shall deduct from
the proceeds of such sales all commissions and other out-of-pocket transaction
costs incurred in connection with such sales of Excess Pledged Securities and,
until the net proceeds of such sale or sales have been distributed to Holders of
the Securities, the Agent shall hold such proceeds in trust for the Holders of
Securities. Each Holder shall be entitled to receive a portion, if any, of such
net proceeds in lieu of Pledged Securities with a principal amount of less than
$____ determined by multiplying the aggregate amount of such net proceeds by a
fraction, the numerator of which is the fraction of $_____________ in principal
amount of Pledged Securities to which such Holder would otherwise be entitled
(after taking into account all Securities then held by such Holder) and the
denominator of which is the aggregate principal amount of Excess Pledged
Securities.

                                  ARTICLE FIVE
                             THE PURCHASE CONTRACTS

     Section 5.01. Purchase of Shares of Common Stock. Each Purchase Contract
shall obligate the Holder of the related Security to purchase, and the Company
to sell, on the Final Settlement Date at a price equal to the Stated Amount, a
number of shares of Common Stock equal to the Settlement Rate, unless, on or
prior to the Final Settlement Date, there shall have occurred a Termination
Event or an Early Settlement with respect to the Security of which such Purchase
Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable
Market Value (as defined below) is greater than $____ (the "Threshold
Appreciation Price"), __________ of a share of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than or equal to the
Threshold Appreciation Price but is greater than the Stated Amount, a fractional
share of Common Stock per Purchase Contract equal to the Stated Amount divided
by the Applicable Market Value (rounded upward or downward to the nearest
1/10,000th of a share) and (c) if the Applicable Market Value is less than or
equal to the Stated Amount, one share of Common Stock per Purchase Contract, in
each case subject to adjustment as provided in Section 5.06. As provided in
Section 5.10, no fractional shares of Common Stock will be issued upon
settlement of Purchase Contracts.

     The "Applicable Market Value" means the average of the Closing Prices per
share of Common Stock on each of the twenty consecutive Trading Days ending on
the last Trading Day immediately preceding the Final Settlement Date.

                                      -13-

<PAGE>

The "Closing Price" of the Common Stock on any date of determination means the
closing sale price (or, if no closing price is reported, the last reported sale
price) of the Common Stock on the New York Stock Exchange (the "NYSE") on such
date or, if the Common Stock is not listed for trading on the NYSE on any such
date, as reported in the composite transactions for the principal United States
securities exchange on which the Common Stock is so listed, or if the Common
Stock is not so listed on a United States national or regional securities
exchange, as reported by The Nasdaq Stock Market, or, if the Common Stock is not
so reported, the last quoted bid price for the Common Stock in the over-
the-counter market as reported by the National Quotation Bureau or similar
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company. A "Trading
Day" means a day on which the Common Stock (A) is not suspended from trading on
any national or regional securities exchange or association or over-the-counter
market at the close of business and (B) has traded at least once on the national
or regional securities exchange or association or over-the-counter market that
is the primary market for the trading of the Common Stock.

     Each Holder of a Security Certificate evidencing Securities, by his
acceptance thereof, irrevocably authorizes the Agent to enter into and perform
the related Purchase Contracts on his behalf as his attorney-in-fact, agrees to
be bound by the terms and provisions thereof, covenants and agrees to perform
his obligations under such Purchase Contracts, consents to the provisions
hereof, irrevocably authorizes the Agent as his attorney-in-fact to enter into
and perform the Pledge Agreement on his behalf as his attorney-in-fact, and
consents to and agrees to be bound by the Pledge of the Pledged Securities
underlying such Security Certificate pursuant to the Pledge Agreement. Each
Holder of a Security, by his acceptance thereof, further irrevocably covenants
and agrees that, to the extent and in the manner provided in Section 5.04 and
the Pledge Agreement, but subject to the terms thereof, payments in respect of
principal or redemption price of the Pledged Securities on the Final Settlement
Date shall be paid by the Collateral Agent to the Company in satisfaction of
such Holder's obligations under such Purchase Contract and such Holder shall
acquire no right, title or interest in such payments.

     Upon registration of transfer of a Security Certificate evidencing Purchase
Contracts, the transferee shall be bound (without the necessity of any other
action on the part of such transferee), under the terms of this Agreement, the
Purchase Contracts evidenced thereby and the Pledge Agreement and the transferor
shall be released from the obligations under the Purchase Contracts evidenced by
the Security Certificates so transferred. The Company covenants and agrees, and
each Holder of a Security Certificate, by his acceptance thereof, likewise
covenants and agrees, to be bound by the provisions of this paragraph.

     Section 5.02. Contract Fees. Subject to Section 5.03, the Company shall
pay, on each Payment Date, the Contract Fees payable in respect of each Purchase
Contract to the Person in whose name the Security Certificate (or one or more
Predecessor Security Certificates) evidencing such Purchase Contract is
registered at the close of business on the Record Date next preceding such
Payment Date. The Contract Fee will be payable at the office of the Agent in the
City of __________ maintained for that purpose or, at the option of the Company,
by check mailed to the address of the Person entitled thereto at such address as
it appears on the Security Register.

     Each Security Certificate delivered under this Agreement upon registration
of transfer of or in exchange for or in lieu of any other Security Certificate
shall carry the rights to Contract Fees accrued and unpaid, and to accrue, which
were carried by the Purchase Contracts evidenced by such other Security
Certificate.

     In the case of any Security with respect to which Early Settlement of the
underlying Purchase Contract is effected on an Early Settlement Date after any
Record Date and on or prior to the next succeeding Payment Date, Contract Fees
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Early Settlement, and such Contract Fees shall be paid to
the Person in whose name the Security Certificate evidencing such Security (or
one or more Predecessor Security Certificates) is registered at the close of
business on such Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security with respect to
which Early Settlement of the underlying Purchase Contract is effected on an
Early Settlement Date, Contract Fees that would otherwise be payable after the
Early Settlement Date with respect to the Purchase Contract underlying such
Security shall not be payable.

                                      -14-

<PAGE>

     Section 5.03. Deferral of Payment Dates for Contract Fee. The Company shall
have the right, at any time prior to the Final Settlement Date, to defer the
payment of any or all of the Contract Fees otherwise payable on any Payment
Date, but only if the Company shall give the Holders and the Agent written
notice of its election to defer such payment (specifying the amount to be
deferred) at least ten Business Days prior to the earlier of (i) the next
succeeding Payment Date or (ii) the date the Company is required to give notice
of the Record Date or Payment Date with respect to payment of such Contract Fee
to the New York Stock Exchange or other applicable self-regulatory organization
or to Holders of the Securities, but in any event not less than two Business
Days prior to such Record Date. Any Contract Fees so deferred shall bear
additional Contract Fees thereon at the rate of per annum set forth in Appendix
_______ hereto (computed on the basis set forth in Appendix ____), compounding
on each succeeding Payment Date, until paid in full. Deferred Contract Fees (and
additional Contract Fees accrued thereon) shall be due on the next succeeding
Payment Date except to the extent that payment is deferred pursuant to this
Section. No Contract Fees may be deferred to a date that is after the Final
Settlement Date or, with respect to any particular Purchase Contract, Early
Settlement thereof.

     Section 5.04. Payment of Purchase Price. The purchase price for the shares
of Common Stock purchased pursuant to a Purchase Contract shall be paid by
application of payments received by the Company on the Final Settlement Date
from the Collateral Agent pursuant to the Pledge Agreement in respect of the
principal or redemption price, as the case may be, of the Pledged Securities
Pledged to secure the obligations of the relevant Holder under such Purchase
Contract. Such application shall satisfy in full the obligations under such
Purchase Contract of the Holder of the Security of which such Purchase Contract
is a part.

     The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate purchase
price for the shares of Common Stock to be purchased thereunder in the manner
herein set forth.

     Section 5.05. Issuance of Share of Common Stock. Unless a Termination Event
shall have occurred on or prior to the Final Settlement Date, on the Final
Settlement Date, upon its receipt of payment in full of the purchase price for
the shares of Common Stock purchased by the Holders pursuant to the foregoing
provisions of this Article, and subject to Section 5.06(b), the Company shall
deposit with the Agent, for the benefit of the Holders of the Outstanding
Securities, one or more certificates representing the shares of Common Stock
registered in the name of the Agent (or its nominee) as custodian for the
Holders (such certificates for shares of Common Stock, together with any
dividends or distributions with respect thereto, being hereinafter referred to
as the "Final Settlement Fund") to which the Holders are entitled hereunder.
Subject to the foregoing, upon surrender of a Security Certificate to the Agent
on or after the Final Settlement Date, together with settlement instructions
thereon duly completed and executed, the Holder of such Security Certificate
shall be entitled to receive in exchange therefor a certificate representing
that number of whole shares of Common Stock with such Holder is entitled to
receive pursuant to the provisions of this Article Five (after taking into
account all Securities then held by such Holder) together with cash in lieu of
fractional shares as provided in Section 5.10 and any dividends or distributions
with respect to such shares constituting part of the Final Settlement Fund, but
without any interest thereon, and the Security Certificate so surrendered shall
forthwith be cancelled. Such shares shall be registered in the name of the
Holder or the Holder's designee as specified in the settlement instructions on
the Security Certificate.

     If any shares of Common Stock issued in respect of a Purchase Contract are
to be registered to a Person other than the Person in whose name the Security
Certificate evidencing such Purchase Contract is registered, no such
registration shall be made unless the Person requesting such registration has
paid any transfer and other taxes required by reason of such registration in a
name other than that of the registered Holder of the Security Certificate
evidencing such Purchase Contractor has established to the satisfaction of the
Company that such tax either has been paid or is not payable.

     Section 5.06. Adjustment of Settlement Rate. (a) Adjustments for Dividends,
Distributions, Stock Splits, Etc. (1) In case the Company shall pay or make a
dividend or other distribution on any class of Common Stock of the Company in
Common Stock, the Settlement Rate in effect at the opening of business on the
day following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be increased by dividing such
Settlement Rate by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of

                                      -15-

<PAGE>

shares and the total number of shares constituting such dividend or other
distribution, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purposes of this paragraph (1), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company will not pay any dividend or
make any distribution on shares of Common Stock held in the treasury of the
Company.

         (2) In case the Company shall issue rights, options or warrants to all
holders of its Common Stock (not being available on an equivalent basis to
Holders of the Securities upon settlement of the Purchase Contracts underlying
such Securities) entitling them, for a period expiring within 45 days after the
record date for the determination of stockholders entitled to receive such
rights, options or warrants, to subscribe for or purchase shares of Common Stock
at a price per share less than the Current Market Price per share of the Common
Stock on the date fixed for the determination of stockholders entitled to
receive such rights, options or warrants (other than pursuant to a dividend
reinvestment plan), the Settlement Rate in effect at the opening of business on
the day following the date fixed for such determination shall be increased by
dividing such Settlement Rate by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at such
Current Market Price and the denominator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such increase to become effective immediately after
the opening of business on the day following the date fixed for such
determination. For the purposes of this paragraph (2), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
shall not issue any such rights, options or warrants in respect of shares of
Common Stock held in the treasury of the Company.

         (3) In case outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the Settlement Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a smaller number
of shares of Common Stock, the Settlement Rate in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

         (4) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in
paragraph (2) of this Section, any dividend or distribution paid exclusively in
cash and any dividend or distribution refereed to in paragraph (1) of this
Section), the Settlement Rate shall be adjusted so that the same shall equal the
rate determined by dividing the Settlement Rate in effect immediately prior to
the close of business on the date fixed for the determination of stockholders
entitled to receive such distribution by a fraction of which the numerator shall
be the Current Market Price per share of the Common Stock on the date fixed for
such determination less the then fair market value (as determined by the Board
of Directors, whose determination shall be conclusive and described in a Board
Resolution filed with the Agent) of the portion of the assets or evidences of
indebtedness so distributed applicable to one share of Common Stock and the
denominator shall all be such Current market Price per share of the Common
Stock, such adjustment to become effective immediately prior to the opening of
business on the day following the date fixed for the determination of
stockholders entitled to receive such distribution. In any case in which this
paragraph (4) is applicable, paragraph (2) of this Section shall not be
applicable.

         (5) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed in
a Reorganization Event to which Section 5.06(b) applies or as part of a
distribution referred to in paragraph (4) of this Section) in an aggregate
amount that, combined together with (I) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such distribution and in respect
of which no adjustment pursuant to this paragraph (5) or paragraph (6) of this
Section has been made and (II) the aggregate of any cash plus the fair market
value

                                      -16-

<PAGE>

(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of consideration payable in
respect of any tender or exchange offer by the Company or any of its
subsidiaries of all or any portion of the Common Stock concluded within the 12
months preceding the date of payment of such distribution and in respect of
which no adjustment pursuant to this paragraph (5) or paragraph (6) of this
Section has been made, exceeds 10% of the product of the Current Market Price
per share of the Common Stock on the date for the determination of holders of
shares of Common Stock entitled to receive such distribution times the number of
shares of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date for determination, the
Settlement Rate shall be increased so that the same shall equal the rate
determined by dividing the Settlement Rate in effect immediately prior to the
close of business on the date fixed for determination of the stockholders
entitled to receive such distribution by a fraction (i) the numerator of which
shall be equal to the Current Market Price per share of the Common Stock on the
date fixed for such determination less an amount equal to the quotient of (x)
the excess of such combined amount over such 10% and (y) the number of shares of
Common Stock outstanding on such date for determination and (ii) the denominator
of which shall be equal to the Current Market Price per share of the Common
Stock on such date for determination.

         (6) In case a tender or exchange offer made by the Company or any
subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to stockholders (based on the acceptance (up
to any maximum specified in the terms of the tender or exchange offer) of
Purchased Shares) of an aggregate consideration having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) that combined together with (I) the
aggregate of the cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution), as of the expiration of such tender or exchange offer, of
consideration payable in respect of any other tender or exchange offer, by the
Company or any subsidiary of the Company for all or any portion of the Common
Stock expiring within the 12 months preceding the expiration of such tender or
exchange offer and in respect of which no adjustment pursuant to paragraph (5)
of this Section or this paragraph (6) has been made and (II) the aggregate
amount of any distributions to all holders of the Company's Common Stock made
exclusively in cash within 12 months preceding the expiration of such tender or
exchange offer and in respect of which no adjustment pursuant to paragraph (5)
of this Section or this paragraph (6) has been made, exceeds 10% of the product
of the Current Market Price per share of the Common Stock as of the last time
(the "Expiration Time") tenders could have been made pursuant to such tender or
exchange offer (as it may be amended) times the number of shares of Common Stock
outstanding (including any tendered shares) on the Expiration Time, then, and in
each such case, immediately prior to the opening of business on the day after
the date of the Expiration Time, the Settlement Rate shall be adjusted so that
the same shall equal the rate determined by dividing the Settlement Rate
immediately prior to close of business on the date of the Expiration Time by a
fraction (i) the numerator of which shall be equal to (A) the product of (I) the
Current Market Price per share of the Common Stock on the date of the Expiration
Time and (II) the number of shares of Common Stock outstanding (including any
tendered shares) on the Expiration Time less (B) the amount of cash plus the
fair market value (determined as aforesaid) of the aggregate consideration
payable to stockholders based on the acceptance (up to any maximum specified in
the terms of the tender or exchange offer) of Purchased shares, and (ii) the
denominator of which shall be equal to the product of (A) the Current Market
Price per share of the Common Stock as of the Expiration Time and (B) the number
of shares of Common Stock outstanding (including any tendered shares) as of the
Expiration Time less the number of all shares validly tendered and not withdrawn
as of the Expiration Time (the shares deemed so accepted, up to any such maximum
being referred to as the "Purchased Shares").

         (7) The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 5.06(b) applies) shall be deemed to
involve (a) a distribution of such securities other than Common Stock to all
holders of Common Stock (and the effective date of such reclassification shall
be deemed to be "the date fixed for the determination of stockholders entitled
to receive such distribution" and the "date fixed for such determination" within
the meaning of paragraph (4) of this Section), and (b) a subdivision or
combination, as the case may be, of the number of share of Common Stock
outstanding immediately prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective",
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of paragraph (3) of this Section).

                                      -17-

<PAGE>

         (8)  The "Current Market Price" per share of Common Stock on any day
means the average of the daily Closing Prices for the 5 consecutive Trading Days
selected by the Company commencing not more than 20 Trading Days before, and
ending not later than, the earlier of the day in question and the day before the
"ex" date with respect to the issuance or distribution requiring such
computation. For purposes of this paragraph, the term "`ex' date", when used
with respect to any issuance or distribution, shall mean the first date on which
the Common Stock trades regular way on such exchange or in such market without
the right to receive such issuance or distribution.

         (9)  All adjustments to the Settlement Rate shall be calculated to the
nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in
the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent therein; provided, however, that
any adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),
(3), (4), (5), (6), (7) or (10) of this Section 5.06(a), an adjustment shall
also be made to the Applicable Market Value solely to determine which of clauses
(a), (b) or (c) of the definition of Settlement Rate in Section 5.01 will apply
on the Final Settlement Date. Such adjustment shall be made by multiplying the
Applicable Market Value by a fraction of which the numerator shall be the
Settlement Rate in clause (c) of the Settlement Rate definition in Section 5.01
immediately after such adjustment pursuant to paragraph (1),(2), (3), (4), (5),
(6), (7) or (10) of this Section 5.06(a) and the denominator shall be the
Settlement Rate in clause (c) of the Settlement Rate definition in Section 5.01
immediately before such adjustment.

         (10) The Company may make such increases in the Settlement Rate, in
addition to those required by this Section, as it considers to be advisable in
order to avoid or diminish any income tax to any holders of shares of common
Stock resulting from any dividend or distribution of stock or issuance of rights
or warrants to purchase or subscribe for stock or from any event treated as such
for income tax purposes or for any other reasons.

     (b) Adjustment for Consolidation, Merger or Other Reorganization Event. In
the event of (i) any consolidation or merger of the Company, with or into
another Person (other than a merger or consolidation in which the Company is the
Continuing corporation and in which the Common Stock outstanding immediately
prior to the merger or consolidation is not exchanged for cash, securities or
other property of the Company or another corporation), (ii) any sale, transfer,
lease or conveyance to another Person of the property of the Company as an
entirety or substantially as an entirety, (iii) any statutory exchange of
securities of the Company with another person (other than in connection with a
merger or acquisition) or (iv) any liquidation, dissolution or winding up of the
Company (any such event, a "Reorganization Event"), the Settlement Rate will be
adjusted to provide that each Holder of Securities will receive on the Final
Settlement Date with respect to each Purchase Contract forming a part thereof,
the kind and amount of securities, cash and other property receivable upon such
Reorganization Event by a Holder of the number of shares of Common Stock
issuable on account of each Purchase Contract if the Final Settlement Date had
occurred immediately prior to such Reorganization Event, assuming such Holder of
Common Stock is not a Person with which the Company consolidated or into which
the Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be ("constituent Person"), or an Affiliate of
a constituent Person, and failed to exercise his rights of election, if any, as
to the kind or amount of securities, cash and other property receivable upon
such Reorganization Event (provided that if the kind or amount of securities,
cash and other property receivable upon such Reorganization Event is not the
same for each share of Common Stock held immediately prior to such
Reorganization event by other than a constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised
("nonelecting share"), then for the purpose of this Section the kind and amount
of securities, cash and other property receivable upon such Reorganization Event
by each nonelecting share shall be deemed to be the kind and amount so
receivable per share by a plurality of the nonelecting shares). In the event of
such a Reorganization Event, the Person formed by such consolidation, merger or
exchange or the Person which acquires the assets of the Company or, in the event
of a liquidation or dissolution of the Company, the Company or a liquidating
trust created in connection therewith, shall execute and deliver to the Agent an
agreement supplemental hereto providing that the Holders of each Outstanding
Security shall have the rights provided by this Section 5.06. Such supplemental
agreement shall provide for adjustments which, for events subsequent to the
effective date of such supplemental agreement, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section. The above
provisions of this Section shall similarly apply to successive Reorganization
Events.

                                      -18-

<PAGE>

     Section 5.07.  Notice of Adjustments and Certain Other Events. (a) Whenever
the settlement Rate is adjusted as herein provided, the Company shall:

         (i)  forthwith compute the adjusted Settlement Rate in accordance with
     Section 5.06 and prepare and transmit to the Agent an Officer's Certificate
     setting forth the Settlement Rate, the method of calculation thereof in
     reasonable detail, and the acts requiring such adjustment and upon which
     such adjustment is based; and

         (ii) within 10 Business Days following the occurrence of an event that
     permits or requires an adjustment to the Settlement Rate pursuant to
     Section 5.06 (or if the Company is not aware of such occurrence, as soon as
     practicable after becoming so aware), provide a written notice to the
     Holders of the Securities of the occurrence of such event and a statement
     in reasonable detail setting forth the method by which the adjustment to
     the Settlement Rate was determined and setting forth the adjusted
     Settlement Rate.

     (b) The Agent shall not at any time be under any duty or responsibility to
any holder of Securities to determine whether any facts exist which may require
any adjustment of the Settlement Rate, or with respect to the nature or extent
or calculation of any such adjustment when made, or with respect to the method
employed in making the same. The Agent shall not be accountable with respect to
the validity or value (or the kind or amount) of any shares of Common Stock, or
of any securities or property, which may at the time be issued or delivered with
respect to any Purchase Contract; and the Agent makes no representation with
respect thereto. The Agent shall not be responsible for any failure of the
Company to issue, transfer or deliver any shares of Common Stock pursuant to a
Purchase Contract or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Article.

     Section 5.08. Termination Event; Notice. The Purchase Contracts and the
obligations and rights of the Company and the Holders thereunder, including,
without limitation, the rights of the Holders to receive and the obligation of
the Company to pay any Contract Fee, shall immediately and automatically
terminate, without the necessity of any notice or action by any Holder, the
Agent or the Company, if, on or prior to the Final Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall give written notice to the Agent, the Collateral Agent
and to the Holders, at their addresses as they appear in the Security Register.
Upon and after the occurrence of a Termination Event, the Securities shall
thereafter represent the right to receive the Pledged Securities forming a part
of such Securities in accordance with the provisions of Section 4.02 and the
Pledge Agreement.

     Section 5.09. Early Settlement. (a) Subject to and upon compliance with the
provisions of this Section 5.09 at the option of the Holder thereof, any
Purchase Contracts underlying securities having an aggregate Stated Amount to
$____________ or an integral multiple thereof may be settled early ("Early
Settlement") as provided herein. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts, the Holder of the Security
Certificate evidencing such Purchase Contracts shall deliver such Security
Certificate to the Agent at the Corporate Trust Office duly endorsed for
transfer to the Company or in blank with the form of Election to Settle Early on
the reverse thereof duly completed and accompanied by payment in the form of a
certified or cashier's check payable to the order of the Company in immediately
available funds in an amount (the "Early Settlement Amount") equal to [(i) the
product of (A) the Stated Amount times (B) the number of Purchase Contracts with
respect to which the Holder has elected to effect Early Settlement minus (ii)
the aggregate amount of Contract Fees, if any, otherwise payable on or prior to
the immediately preceding Payment Date deferred at the option of the Company
pursuant to Section 5.03 and remaining unpaid as of such immediately preceding
Payment Date plus (iii) if such delivery is made with respect to any Purchase
Contracts during the period from the close of business on any Record Date next
preceding any Payment Date to the opening of business on such Payment Date, an
amount equal to the sum of (x) the Contract Fees payable on such Payment Date
with respect to such Purchase Contracts plus (y) the distributions on the
related Pledged Securities payable on such Payment Date]. Except as provided in
the immediately preceding sentence and subject to the last paragraph of Section
5.02, no payment or adjustment shall be made upon Early Settlement of any
Purchase Contract on account of any Contract Fees accrued on such Purchase
Contract or on account of any dividends on the Common Stock issued upon such
Early Settlement. If the foregoing requirements are first satisfied with respect
to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New
York City time, on a Business Day, such day shall be the "Early Settlement Date"
with respect to such Securities and if such requirements are first satisfied
after 5:00 p.m., New York City time, on a Business Day or on a day that is not a
Business Day, the "Early Settlement Date" with respect to such Securities shall
be the next succeeding Business Day.

                                      -19-

<PAGE>

     (b) Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Company shall issue, and the Holder shall be entitled to
receive, a number of shares of Common Stock on account of each Purchase Contract
as to which Early Settlement is effected equal to the Early Settlement Rate. The
Early Settlement Rate shall initially be equal to __________ and shall be
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted. As promptly as practicable after Early Settlement of Purchase
Contracts in accordance with the provisions of this Section 509, the Company
shall issue and shall deliver to the Agent at the Corporate Trust Office a
certificate or certificates for the full number of shares of Common Stock
issuable upon such Early Settlement together with payment in lieu of any
fraction of a share, as provided in Section 5.10.

     (c) The Company shall cause the shares of Common Stock issuable, and
Pledged Securities deliverable, upon Early Settlement of Purchase Contracts to
be issued and delivered, in the case of such shares of Common Stock, and
released from the Pledge by the Collateral Agent and transferred, in the case of
such Pledged Securities, to the Agent, for delivery to the Holder thereof or its
designee, no later than the third Business Day after the applicable Early
Settlement Date.

     (d) Upon Early Settlement of any Purchase Contracts, and subject to receipt
thereof from the Company or the Collateral Agent, as applicable, the Agent
shall, in accordance with the instructions provided by the Holder thereof on the
applicable form of Election to Settle Early on the reverse of the Security
Certificate evidencing the related Securities, (i) transfer the Pledged
Securities forming a part of such Securities and (ii) deliver a certificate or
certificates for the full number of shares of Common Stock issuable upon such
Early Settlement together with payment in lieu of any fraction of a share, as
provided in Section 5.10.

     (e) In the event that Early Settlement is effected with respect to Purchase
Contracts underlying less than all the Securities evidenced by a Security
Certificate, upon such Early Settlement the Company shall execute and the Agent
shall authenticate, countersign and deliver to the Holder thereof, at the
expense of the Company, a Security Certificate evidencing the Securities as to
which Early Settlement was not effected.

     Section 5.10. No Fractional Shares. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued or delivered upon
settlement on the Final Settlement Date or upon Early Settlement of any purchase
Contracts. If Security Certificates evidencing more than one Purchase Contract
shall be surrendered for settlement at one time by the same Holder, the number
of full shares of Common Stock which at one time by the same Holder, the number
of full shares of Common Stock which shall be delivered upon settlement shall be
computed on the basis of the aggregate number of Purchase Contracts evidenced by
the Security Certificates so surrendered. Instead of any fractional share of
Common Stock which would otherwise be deliverable upon settlement of any
Purchase Contracts on the Final Settlement Date or upon Early Settlement, the
Company, through the Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the value of such fractional shares at
the Closing Price per share on the Trading Day immediately preceding the Final
Settlement Date or the related Early Settlement Date, respectively. The Company
shall provide the Agent from time to time with sufficient funds to permit the
Agent to make all cash payments required by this Section 5.10 in a timely
manner.

     Section 5.11.  Charges and Taxes.  The Company will pay all stock transfer
and similar taxes attributable to the initial issuance and delivery of the
shares of Common Stock pursuant to the Purchase Contracts; provided, however,
that the Company shall not be required to pay any such tax or taxes which may be
payable in respect to any exchange of or substitution for a Security Certificate
evidencing a Purchase Contract or any issuance of a share of Common Stock in a
name other than that of the registered Holder of a Security Certificate
surrendered in respect of the Purchase Contracts evidenced thereby, other than
in the name of the Agent, as custodian for such Holder, and the Company shall
not be required to issue or deliver such share certificates or Security
Certificates unless or until the Person or Persons requesting the transfer or
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

                                      -20-

<PAGE>

                                   ARTICLE SIX
                                    REMEDIES

     Section 6.01. Unconditional Right of Holders to Receive Contract Fee.
Notwithstanding any other provision in this Agreement, the Holder of any
Security shall have the right, which is absolute and unconditional (subject to
the right of the Company to defer payment thereof pursuant to Section 5.03), to
receive payment of each installment of the Contract Fee with respect to the
Purchase Contract constituting a party of such Security on the respective
Payment Date for such Security and to purchase Common Stock pursuant to such
Purchase Contract and, in each such case, to institute suit for the enforcement
of any such payment and right to purchase Common Stock, and such rights shall
not be impaired without the consent of such Holder.

     Section 6.02. Restoration of Rights and Remedies. If any Holder of
Securities has instituted any proceeding to enforce any right or remedy under
this Agreement and such proceeding has been discontinued or abandoned for any
reason, or has been determine adversely to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company and such
Holder shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of such Holder shall continue
as though no such proceeding had been instituted.

     Section 6.03. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement of mutilated, destroyed, lost or stolen Security
Certificate in the last paragraph of Section 3.06, no right or remedy herein
conferred upon or reserved to the Holders of Securities is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     Section 6.04. Delay or Omission Not Waiver. No delay or omission of any
Holder to exercise any right or remedy shall impair any such right or remedy or
constitute a waiver of any such right. Every right and remedy given by this
Article or by law to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by such Holders.

     Section 6.05. Undertaking for Costs. All parties to this Agreement agree,
and each Holder of any Security by his acceptance of the Security Certificate
evidencing such Security shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Agreement, or in any suit against the Agent for any action taken,
suffered or omitted by it as Agent, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided that
the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Agent, to any suit instituted by any
Holder of Securities, or group of Holders, holding in the aggregate more than
10% of the Outstanding Securities, or to any suit instituted by any Holder for
the enforcement of the payment of the distributions on any Pledged Security or
the Contract Fee on any Purchase Contract on or after the respective Payment
Date therefor constituting a part of the Securities held by such Holder, or for
enforcement of the right to purchase shares of Common Stock under the Purchase
Contracts constituting a part of the Securities held by such Holder.



                                       -21-

<PAGE>

                                  ARTICLE SEVEN
                                    THE AGENT

     Section 7.01. Certain Duties and Responsibilities. (a) The Agent undertakes
to perform, with respect to the Securities, such duties and only such duties as
are specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Agent; and in the
absence of bad faith or negligence on its part, the Agent may, with respect to
the Securities, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Agent and conforming to the requirements of this Agreement, but
in the case of any certificates or opinions which by any provision hereof are
specifically required to be furnished to the Agent, the Agent shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Agreement.

     (b) No provision of this Agreement shall be construed to relieve the Agent
from liability for its own negligent action, its own negligent failure to act,
or its own wilful misconduct, except that

         (1) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

         (2) the Agent shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it shall be proved that the
     Agent was negligent in ascertaining the pertinent facts; and

         (3) no provision of this Agreement shall require the Agent to expend or
     risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

     (c) Whether or not therein expressly so provided, every provision of this
Agreement relating to the conduct or affecting the liability of or affording
protection to the Agent shall be subject to the provisions of this Section.

     Section 7.02. Notice of Default. Within 90 days after the occurrence of any
default by the Company hereunder, of which a Responsible Officer of the Agent
has actual knowledge, the Agent shall transmit by mail to all Holders of
Securities, as their names and addresses appear in the Security Register, notice
of such default hereunder, unless such default shall have been cured or waived.

     Section 7.03. Certain Rights of Agent. Subject to the provisions of
Section 7.01:

         (a) the Agent may rely and shall be protected in acting or refraining
     from acting upon any resolution, certificate, statement, instrument,
     opinion, report, notice, request, direction, consent, order, bond,
     debenture, note, other evidence of indebtedness or other paper or document
     believed by it to be genuine and to have been signed or presented by the
     proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by an Officer's Certificate, Issuer Order or Issuer
     Request, and any resolution of the Board of Directors of the Company may be
     sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Agreement the Agent shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Agent (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officer's Certificate of the Company;

         (d) the Agent may consult with counsel and the written advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

                                      -22-

<PAGE>

         (e) the Agent shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Agent, in its discretion, may make reasonable further
     inquiry or investigation into such facts or matters related to the issuance
     of the Securities and the execution, delivery and performance of the
     Purchase Contracts as it may see fit, and, if the Agent shall determine to
     make such further inquiry or investigation, it shall be entitled to examine
     the books, records and promises of the Company, personally or by agent or
     attorney; and

         (f) the Agent may execute any of its powers hereunder or perform any
     duties hereunder either directly or by or through agents or attorneys and
     the Agent shall not be responsible for any misconduct or negligence on the
     part of any agent or attorney appointed with due care by it hereunder.

     Section 7.04. Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Security Certificates shall be taken as the
statements of the Company and the Agent assumes no responsibility for their
correctness. The Agent makes no representations as to the validity or
sufficiency of this Agreement or of the Securities. The Agent shall not be
accountable for the use or application by the Company of the proceeds in respect
of the Purchase Contracts.

     Section 7.05. May Hold Securities. Any Security Registrar or any other
agent of the Company, or the Agent, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with the
Company with the same rights it would have if it were not Security Registrar or
such other agent, or the Agent.

     Section 7.06. Money Held in Trust. Money held by the Agent in trust
hereunder need not be segregated from the other funds except to the extent
required by law. The Agent shall be under no obligation to invest or pay
interest on any money received by it hereunder except as otherwise agreed with
the Company.

     Section 7.07. Compensation and Reimbursement. The Company agrees:

         (1)  to pay to the Agent from time to time reasonable compensation for
     all services rendered by it hereunder;

         (2)  except as otherwise expressly provided herein, to reimburse the
     Agent upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Agent in accordance with any provision of
     this Agreement (including the reasonable compensation and the expenses and
     disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

         (3)  to indemnify the Agent and any predecessor Agent for, and to hold
     each of them harmless against, any loss, liability or expense incurred
     without negligence or bad faith on its part, arising out of or in
     connection with the acceptance or administration of its duties hereunder,
     including the costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder.

     Section 7.08. Corporate Agent Required; Eligibility. There shall at all
times be an Agent hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $100,000,000, subject
to supervision or examination by Federal or State authority and having its
Corporate Trust Office in ________________________, if there be such a
corporation in _____________________, qualified and eligible under this Article
and willing to act on reasonable terms. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

                                      -23-

<PAGE>

     Section 7.09. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Agent and no appointment of a successor Agent
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Agent in accordance with the applicable
requirements of Section 7.10.

     (b) The Agent may resign at any time by giving written notice thereof to
the Company 60 days prior to the effective date of such resignation. If the
instrument of acceptance by a successor Agent required by Section 7.10 shall not
have been delivered to the Agent within 30 days after the giving of such notice
of resignation, the resigning Agent may petition any court of competent
jurisdiction for the appointment of a successor Agent.

     (c) The Agent may be removed at any time by Act of the Holders of a
majority in number of the Outstanding Securities delivered to the Agent and the
Company.

     (d) If at any time:

         (1) the Agent fails to comply with Section 3.10(b) of the TIA, as if
     the Agent were an indenture trustee under an indenture qualified under the
     TIA, after written request therefor by the Company or by any Holder who has
     been a bona fide Holder of a Security for at least six months, or

         (2) the Agent shall cease to be eligible under Section 7.08 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

         (3) the Agent shall become incapable of acting or shall be adjudged a
     bankrupt or insolvent or a receiver of the Agent or of its property shall
     be appointed or any public officer shall take charge or control of the
     Agent or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation, then, in any such case, (i) the Company by a
     Board Resolution may remove the Agent, or (ii) any Holder who has been a
     bona fide Holder of a Security for at least six months may, on behalf of
     himself and all others similarly situated, petition any court of competent
     jurisdiction for the removal of the Agent and the appointment of a
     successor Agent.

     (e) If the Agent shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Agent for any cause, the Company, by a
Board Resolution, shall promptly appoint a successor Agent and shall comply with
the applicable requirements of Section 7.10. If no successor Agent shall have
been so appointed by the Company and accepted appointment in the manner required
by Section 7.10, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Agent.

     (f) The Company shall give, or shall cause such successor Agent to give,
notice of each resignation and each removal of the Agent and each appointment of
a successor Agent by mailing written notice of such event by first class mail,
postage prepaid, to all Holders of Securities as their names and addresses
appear in the Security Register. Each notice shall include the name of the
successor Agent and the address of its Corporate Trust Office.

     Section 7.10. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Agent, every such successor Agent so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Agent an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Agent shall become effective and such
successor Agent, without any further act, deed or conveyance, shall become
vested with all the rights, powers, agencies and duties of the retiring Agent;
but, on the request of the Company or the successor Agent, such retiring Agent
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Agent all the rights, powers and trusts of the
retiring Agent and shall duly assign, transfer and deliver to such successor
Agent all property and money held by such retiring Agent hereunder.

     (b) Upon request of any such successor Agent, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Agent all such rights, powers and agencies referred to in
paragraph (a) of this Section.

                                      -24-

<PAGE>

     (c) No successor Agent shall accept its appointment unless at the time of
such acceptance such successor Agent shall be qualified and eligible under this
Article.

     Section 7.11.  Merger, Consolidation or Succession to Business.  Any

corporation into which the Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Agent shall be a party, or any corporation succeeding
to all or substantially all the corporate trust business of the Agent, shall be
the successor of the Agent hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Security Certificates shall have been authenticated and executed on
behalf of the Holders, but not delivered, by the Agent then in office, any
successor by merger, conversion or consolidation to such Agent may adopt such
authentication and execution and deliver the Security Certificates so
authenticated and executed with the same effect as if such successor Agent had
itself authenticated and executed such Securities.

     Section 7.12.  Preservation of Information; Communications to Holders. (a)
The Agent shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders received by the Agent in its capacity as Security
Registrar.

     (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Agent, and furnish to the Agent reasonable proof that each such
applicant has owned a Security for a period of at least six months preceding the
date of such application, and such application states that the applicants desire
to communicate with other Holders with respect to their rights under this
Agreement or under the Securities and its accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then the
Agent shall, within five Business Days after the receipt of such application,
afford such applicants access to the information preserved at the time by the
Agent in accordance with Section 7.12(a).

     (c) Every Holder of Securities, by receiving and holding the Security
Certificates evidencing the same, agrees with the Company and the Agent that
none of the Company, the Agent nor any agent of any of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.12(b), regardless of
the source from which such information was derived.

     Section 7.13. No Obligations of Agent. Except to the extent otherwise
provided in this Agreement, the Agent assumes no obligations and shall not be
subject to any liability under this Agreement or any Purchase Contract in
respect of the obligations of the Holder of any Security thereunder. The Company
agrees, and each Holder of a Security Certificate, by his acceptance thereof,
shall be deemed to have agreed, that the Agent's execution of the Security
Certificates on behalf of the Holders shall be solely as agent and
attorney-in-fact for the Holders, and that the Agent shall have no obligations
to perform such Purchase Contracts on behalf of the Holders, except to the
extent expressly provided in Article Five hereof.

     Section 7.14. Tax Compliance. (a) The Agent, on its own behalf and on
behalf of the Company, will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Securities or
(ii) the issuance, delivery, holding, transfer, redemption or exercise of rights
under the Securities. Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely payment of all
amounts required to be withheld to the appropriate taxing authority or its
designated agent.

     (b) The Agent shall comply with any direction received from the Company
with respect to the application of such requirements to particular payments or
Holders or in other particular circumstances, and may for purposes of this
Agreement rely on any such direction in accordance with the provisions of
Section 7.01(a)(2) hereof.

     (c) The Agent shall maintain all appropriate records documenting compliance
with such requirements, and shall make such records available on request to the
Company or to its authorized representative.

                                      -25-

<PAGE>

                                  ARTICLE EIGHT
                             SUPPLEMENTAL AGREEMENTS

     Section 8.01. Supplemental Agreements Without Consent of Holders. Without
the consent of any Holders, the Company and the Agent, at any time and from time
to time, may enter into one or more agreements supplemental hereto, in form
satisfactory to the Company and the Agent, for any of the following purposes:

         (1)  to evidence the succession of another Person to the Company, and
     the assumption by any such successor of the covenants of the Company herein
     and in the Security Certificates; or

         (2)  to add to the covenants of the Company for the benefit of the

     Holders, or to surrender any right or power herein conferred upon the
     Company; or

         (3)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Agent; or

         (4)  to make provision with respect to the rights of Holders pursuant
     to the requirements of Section 5.06(b); or

         (5)  to cure any ambiguity, to correct or supplement any provisions
     herein which may be inconsistent with any other provisions herein, or to
     make any other provisions with respect to such matters or questions arising
     under this Agreement, provided such action shall not adversely affect the
     interests of the Holders.

     Section 8.02. Supplemental Agreements with Consent of Holders. With the
consent of the Holders of not less than a majority of the Outstanding Securities
delivered to the Company and the Agent, the Company when authorized by a Board
Resolution, and the Agent may enter into an agreement or agreements supplemental
hereto for the purpose of modifying in the manner the terms of the Securities,
or the provisions of this Agreement or the rights of the Holders in respect of
the Securities, provided, however, that no such supplemental agreement shall,
without the consent of the Holder of Each Outstanding Security affected thereby,

         (1)  change any Payment Date;

         (2)  change the amount or type of Pledged Securities underlying a
     Security, impair the right of the Holder of any Security to receive
     distribution payments on the underlying Pledged Securities or otherwise
     adversely affect the Holder's rights in or to such Pledged Securities;

         (3)  reduce any Contract Fee or change any place where, or the coin or
     currency in which, any Contract Fee is payable;

         (4)  impair the right to institute suit for the enforcement of any
     Purchase Contract;

         (5)  reduce the number of shares of Common Stock to be purchased
     pursuant to any Purchase Contract, increase the price to purchase shares of
     Common Stock upon settlement of any Purchase Contract, change the Final
     Settlement Date or otherwise adversely affect the Holder's rights under any
     Purchase Contract; or

         (6)  reduce the percentage of the Outstanding Securities the consent of
     whose Holders is required for any such supplemental agreement.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental agreement, but it shall
be sufficient if such Act shall approve the substance thereof.

     Section 8.03. Execution of Supplemental Agreements. In executing, or
accepting the additional agencies created by, any supplemental agreement
permitted by this Article or the modifications thereby of the agencies created
by this Agreement, the Agent shall be entitled to receive and (subject to
Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental agreement is authorized or
permitted by this

                                      -26-

<PAGE>

Agreement. The Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Agent's own rights, duties or
immunities under this Agreement or otherwise.

     Section 8.04. Effect of Supplemental Agreements. Upon the execution of any
supplemental agreement under this Article, this Agreement shall be modified in
accordance therewith, and such supplemental agreement shall form a part of this
Agreement for all purposes; and every Holder of Security Certificates
theretofore or thereafter authenticated, executed on behalf of the Holders and
delivered hereunder shall be bound thereby.

     Section 8.05. Reference to Supplemental Agreements. Security Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any supplemental agreement pursuant to this Article may, and shall
if required by the Agent, bear a notation in form approved by the Agent as to
any matter provided for in such supplemental agreement. If the Company shall so
determine, new Security Certificates so modified as to conform, in the opinion
of the Agent and the Company, to any such supplemental agreement may be prepared
and executed by the Company and authenticated, executed on behalf of the Holders
and delivered by the Agent in exchange for Outstanding Security Certificates.

                                  ARTICLE NINE
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 9.01. Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions. The Company covenants that it will not merge or
consolidate with any other Person or sell or convey all or substantially all of
its assets to any Person, except that the Company may merge or consolidate with,
or sell or convey all or substantially all of its assets to, any other Person,
provided that (i) the Company shall be the continuing corporation, or the
successor (if other than the Company) shall be a corporation organized and
existing under the laws of the United States of America or a State thereof and
such corporation shall assume the obligations of the Company under the Purchase
Contracts, this Agreement and the Pledge Agreement by one or more supplemental
agreements in form satisfactory to the Agent and the Collateral Agent, executed
and delivered to the Agent and the Collateral Agent by such corporation, and
(ii) the Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any covenant or condition hereunder, under any
of the Securities or under the Pledge Agreement.

     Section 9.02. Rights and Duties of Successor Corporation. In case of any
such consolidation, merger, sale or conveyance and upon any such assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Company with the same effect as if it had been named herein
as the Company. Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of Radio One, Inc., any or all
of the Security Certificates evidencing Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Agent; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Agent shall authenticate and execute on behalf of the
Holders and deliver any Security Certificates which previously shall have been
signed and delivered by the officers of the Company to the Agent for
authentication and execution, and any Security Certificate evidencing Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Agent for that purpose. All the Security Certificates so issued
shall in all respects have the same legal rank and benefit under this Agreement
as the Security Certificates theretofore or thereafter issued in accordance with
the terms of this Agreement as though all of such Security Certificates had been
issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale or conveyance such change
in phraseology and form (but not in substance) may be made in the Security
Certificates evidencing Securities thereafter to be issued as may be
appropriate.

     Section 9.03. Opinion of Counsel to Agent. The Agent, subject to Sections
7.01 and 7.03, may receive an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale or conveyance, and any such assumption,
complies with the provisions of this Article.

                                      -27-

<PAGE>

                                   ARTICLE TEN
                                    COVENANTS

     Section 10.01. Performance Under Purchase Contracts. The Company covenants
and agrees for the benefit of the Holders from time to time of the Securities
that it will duly and punctually perform its obligations under the Purchase
Contracts in accordance with the terms of the Purchase Contracts and this
Agreement.

     Section 10.02. Maintenance of Office or Agency. The Company will maintain
in __________________________ an office or agency where Security Certificates
may be presented or surrendered for acquisition of shares of Common Stock upon
settlement or Early Settlement and for transfer of Pledged Securities upon
occurrence of a Termination Event, where Security Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Agreement
may be served. The Company will give prompt written notice to the Agent of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Agent with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Company hereby appoints the Agent as its agent to receive all
such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where Security Certificates may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in
__________________________________for such purposes. The Company will give
prompt written notice to the Agent of any such designation or rescission and of
any change in the location of any such other office or agency. The Company
hereby designates as the place of payment for the Securities the Corporate Trust
Office and appoints the Agent at its Corporate Trust Office as paying agent in
such city.

     Section 10.03. Company to Reserve Common Stock. The Company shall at all
times prior to the Final Settlement Date reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock the full
number of shares of Common Stock issuable against tender of payment in respect
of all Purchase Contracts constituting a part of the Securities evidenced by
Outstanding Security Certificates.

     Section 10.04. Covenants as to Common Stock. The Company covenants that all
shares of Common Stock which may be issued against tender of payment in respect
of any Purchase Contract constituting a part of the Outstanding Securities will,
upon issuance, be duly authorized, validly issued, fully paid and nonassessable.

     Section 10.05. Statements of Officers of the Company as to Default. The
Company will deliver to the Agent, within 120 days after the end of each fiscal
year of the Company ending after the date hereof, an Officer's Certificate,
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions hereof, and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.

                                [END OF DOCUMENT]
                            [SIGNATURE PAGE FOLLOWS]

                                      -28-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                     RADIO ONE, INC.


                                     By:________________________________________

                                     Attest:


                                     ___________________________________________


                                     [AGENT] Agent

                                     By:________________________________________

                                     Attest:


                                     ___________________________________________

                                      -29-

<PAGE>

                                                                       EXHIBIT A

                                 RADIO ONE, INC.

                          ___% ____________ SECURITIES

                        (STATED AMOUNT $___ PER SECURITY)

No. Securities

     This Security Certificate certifies that is the registered Holder of the
number of Securities set forth above. Each Security represents ownership by the
Holder of ____% United States Pledged Securities due _________ ("Pledged
Securities") with a principal amount equal to the Stated Amount, subject to the
Pledge of such Pledged Securities by such Holder pursuant to the Pledge
Agreement, and the rights and obligations of the Holder under one Purchase
Contract with Radio One, Inc., a Delaware corporation (the "Company").

     Pursuant to the Pledge Agreement, the Pledged Securities constituting part
of each Security evidenced hereby have been pledged to the Collateral Agent to
secure the obligations of the Holder under the Purchase Contract constituting
part of such Security.

     The Pledge Agreement provides that all payments of principal of, or
distributions on, any Pledged Securities constituting part of the Securities
received by the Collateral Agent shall be paid by the Collateral Agent by wire
transfer in same day funds no later than, ______________ time, on the Business
Day such payment is received by the Collateral Agent (provided that in the event
such payment is received by the Collateral Agent on a day that is not a Business
Day or after, ______________ time, on a Business Day, then such payment shall be
made no later than , ______________ time, on the next succeeding Business Day)
(i) in the case of (A) distributions payments and (B) any principal payments
with respect to any Pledged Securities that have been released from the Pledge
pursuant to the Pledge Agreement, to the Agent to the account designated by it
for such purpose and (ii) in the case of principal payments on any Pledged
Securities (as defined in the Pledge Agreement), to the Company, in full
satisfaction of the respective obligations of the Holders of the Securities of
which such Pledged Treasury Securities are a part under the Purchase Contracts
forming a part of such Securities. Distributions on any Pledged Security forming
part of a Security evidenced hereby which is paid on any or, commencing,
__________, 20__ (a "Payment Date"), shall, subject to receipt thereof by the
Agent from the Collateral Agent, be paid to the Person in whose name this
Security Certificate (or a Predecessor Security Certificate) is registered at
the close of business on the Record Date next preceding such Payment Date.

     Each Purchase Contract evidenced hereby obligates the Holder of this
Security Certificate to purchase, and the Company to sell, on ___________, (the
"Final Settlement Date"), at a price equal to $_________ (the "Stated Amount"),
a number of shares of Common Stock, par value $0.001 per share ("Common Stock"),
of the Company, equal to the Settlement Rate, unless on or prior to the Final
Settlement Date there shall have occurred a Termination Event or Early
Settlement with respect to the Security of which such Purchase Contract is a
part, all as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof. The purchase price for the shares of Common
Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid
earlier, shall be paid on the Final Settlement Date by application of payment
received in respect of the principal of the Pledged Securities pledged to secure
the obligations under such Purchase Contract of the Holder of the Security of
which such Purchase Contract is a part.

     The Company shall pay, on each Payment Date, in respect of each Purchase
Contract forming part of a Security evidenced hereby a fee (the "Contract Fee")
equal to ___% per annum of the Stated Amount, from __________, computed on the
basis of the actual number of days elapsed in a year of 365 or 366 days, as the
case may be, subject to deferral at the option of the Company as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof. Such
Contract Fee shall be payable to the Person in whose name this Security
Certificate (or a Predecessor Security Certificate) is registered at the close
of business on the Record Date next preceding such Payment Date.

                                     Ex A-1

<PAGE>

     Distributions on the Pledged Securities and the Contract Fee will be
payable at the office of the Agent in _____________________ or, at the option of
the Company, by check mailed to the address of the Person entitled thereto as
such address appears on the Security Register.

     Reference is hereby made to the further provisions set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Agent by manual signature, this Security Certificate shall not be entitled to
any benefit under the Pledge Agreement or the Purchase Contract Agreement or be
valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                 RADIO ONE, INC.


                                 By:____________________________________________

                                 Attest:


                                 _______________________________________________


     HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase
Contracts evidenced hereby)

                                 By:____________________________________________
                                        as Attorney-in-Fact of such Holder

                                 By:____________________________________________

Dated:

     This is one of the Security Certificates referred to in the within
mentioned Purchase Contract Agreement.

_____________________________________________,as Agent

By: __________________________________________________

                                     Ex A-2

<PAGE>

                     Form of Reverse of Security Certificate

     Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of ____________ (the "Purchase Contract Agreement"), between
the Company and __________, as Agent (herein called the "Agent"), to which
Purchase Contract Agreement and supplemental agreements thereto reference is
hereby made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Agent, the Company, and the
Holders and of the terms upon which the Security Certificates are, and are to
be, executed and delivered.

     Each Purchase Contract evidenced hereby obligates the Holder of this
Security Certificate to purchase, and the Company to sell, on the Final
Settlement Date at a price equal to the Stated Amount, a number of shares of
Common Stock of the Company equal to the Settlement Rate, unless, on or prior to
the Final Settlement Date, there shall have occurred a Termination Event or an
Early Settlement with respect to the Security of which such Purchase Contract is
a part. The "Settlement Rate" is equal to (a) if the Applicable Market Value (as
defined below) is greater than $_________ (the "Threshold Appreciation Price"),
of a share of Common Stock per Purchase Contract, (b) if the Applicable Market
Value is less than or equal to the Threshold Appreciation Price but is greater
than the Stated Amount, a fractional share of Common Stock per Purchase Contract
equal to the Stated Amount divided by the Applicable Market Value and (c) if the
Applicable Market Amount is less than or equal to the Stated Amount, one share
of Common Stock per Purchase Contract, in each case subject to adjustment as
provided in the Purchase Contract. No fractional shares of Common Stock will be
issued upon settlement of Purchase Contracts, as provided in the Purchase
Contract Agreement.

     The "Applicable Market Value" means the average of the Closing Prices per
share of Common Stock on each of the twenty consecutive Trading Days ending on
the last Trading Day immediately preceding the Final Settlement Date. The
"Closing Price" of the Common Stock on any date of determination means the
closing sale price (or, if no closing price is reported, the last reported sale
price) of the Common Stock on the New York Stock Exchange (the "NYSE") on such
date or, if the Common Stock is not listed for trading on the NYSE on any such
date, as reported in the composite transactions for the principal United States
securities exchange on which the Common Stock is so listed, or if the Common
Stock is not so listed on a United States national or regional securities
exchange, as reported by The Nasdaq Stock Market, or, if the Common Stock is not
so reported, the last quoted bid price for the Common Stock in the over-
the-counter market as reported by the National Quotation Bureau or similar
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company. A "Trading
Day" means a day on which the Common Stock (A) is not suspended from trading on
any national or regional securities exchange or association or over-the-counter
market at the close of business and (B) has traded at least once on the national
or regional securities exchange or association or over-the-counter market that
is the primary market for the trading of the Common Stock.

     The purchase price for the shares of Common Stock purchased pursuant to
each Purchase Contract shall be paid by application of payments received by the
Company on the Final Settlement Date from the Collateral Agent pursuant to the
Pledge Agreement in respect of the principal of the Pledged Securities Pledged
to secure the obligations of the relevant Holder under such Purchase Contract.
The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate purchase
price for the shares of Common Stock to be purchased thereunder in the manner
herein set forth.

     Subject to the next succeeding paragraph, the Company shall pay, on each
Payment Date, the Contract Fee payable in respect of each Purchase Contract to
the Person in whose name the Security Certificate evidencing such Purchase
Contract is registered at the close of business on the Record Date next
preceding such Payment Date. Contract Fees will be payable at the office of the
Agent in the City of _________________ or, at the option of the Company, by
check mailed to the address of the Person entitled thereto at such address as it
appears on the Security Register.

     The Company shall have the right, at any time prior to the Final Settlement
Date, to defer the payment of any or all of the Contract Fees otherwise payable
on any Payment Date, but only if the Company shall give the Holders and the
Agent written notice of its election to defer such payment (specifying the
amount to be deferred) as provided in the

                                     Ex A-3

<PAGE>

Purchase Contract Agreement. Any Contract Fees so deferred shall bear additional
Contract Fees thereon at the rate of per annum (computed on the basis of the
actual number of days elapsed in a year of 365 or 366 days, as the case may be),
compounding on each succeeding Payment Date, until paid in full. Deferred
Contract Fees (and additional Contract Fees accrued thereon) shall be due on the
next succeeding Payment Date except to the extent that payment is deferred
pursuant to the Purchase Contract Agreement. No Contract Fees may be deferred to
a date that is after the Final Settlement Date.

     The Purchase Contracts and the obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Contract Fee, shall
immediately and automatically terminate, without the necessity of any notice or
action by any Holder, the Agent or the Company, if, on or prior to the Final
Settlement Date, a Termination Event shall have occurred. Upon the occurrence of
a Termination Event, the Company shall give written notice to the Agent and to
the Holders, at their addresses as they appear in the Security Register. Upon
and after the occurrence of a Termination Event, the Collateral Agent shall
release the Pledged Securities from the Pledge. The Securities shall thereafter
represent the right to receive the Pledged Securities forming a part of such
Securities in accordance with the provisions of the Purchase Contract Agreement
and the Pledge Agreement.

     Subject to and upon compliance with the provisions of the Purchase Contract
Agreement at the option of the Holder thereof, Purchase Contracts underlying
securities having an aggregate Stated Amount equal to $_________ or an integral
multiple thereof may be settled early ("Early Settlement") as provided in the
Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Security
Certificate, the Holder of this Security Certificate shall deliver this Security
Certificate to the Agent at the Corporate Trust Office duly endorsed for
transfer to the Company on in blank with the form of Election to Settle Early
set forth below duly completed and accompanied by payment in the form of a
certified or cashier's check payable to the order of the Company in immediately
available funds in an amount (the "Early Settlement Amount") equal to (i) the
product of (A) the Stated Amount times (B) the number of Purchase Contracts with
respect to which the Holder has elected to effect Early Settlement minus (ii)
the aggregate amount of Contract Fees, if any, otherwise payable on or prior to
the immediately preceding Payment Date deferred at the option of the Company
pursuant to the Purchase Contract Agreement and remaining unpaid as of such
immediately preceding Payment Date plus (iii) if such delivery is made with
respect to any Purchase Contracts during the period from the close of business
on any Record Date next preceding any Payment Date to the opening of business on
such Payment Date, an amount equal to the sum of (x) the Contract Fees payable
on such Payment Date with respect to such Purchase Contracts plus (y) the
distributions with respect to the related Pledged Securities payable on such
Payment Date. Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Pledged Securities underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive, a number of shares of Common Stock on account of
each Purchase Contract forming part of a Security as to which Early Settlement
is effected equal to the Early Settlement Rate. The Early Settlement Rate shall
initially be equal to and shall be adjusted in the same manner and at the same
time as the Settlement Rate is adjusted as provided in the Purchase Contract
Agreement.

     The Security Certificates are issuable only in registered form and only in
denominations of a single Security and any integral multiple thereof. The
transfer of any Security Certificate will be registered and Security
Certificates may be exchanged as provided in the Purchase Contract Agreement.
The Security Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents permitted by the Purchase
Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Agent may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. For so long as the Purchase Contract underlying
a Security remains in effect, such Security shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Security
in respect of the Pledged Securities and Purchase Contract constituting such
Security may be transferred and exchanged only as a Security.

     Upon registration of transfer of this Security Certificate, the transferee
shall be bound (without the necessity of any other action on the part of such
transferee, except as may be required by the Agent pursuant to the Purchase
Contract Agreement), under the terms of the Purchase Contract Agreement and the
Purchase Contracts evidenced hereby and the transferor shall be released from
the obligations under the Purchase Contracts evidenced by this Security
Certificate.

                                     Ex A-4

<PAGE>

The Company covenants and agrees, and the Holder, by his acceptance hereof,
likewise covenants and agrees, to be bound by the provisions of this paragraph.

     The Holder of this Security Certificate, by his acceptance hereof,
authorizes the Agent to enter into and perform the related Purchase Contracts
forming part of the Securities evidenced hereby on his behalf as his
attorney-in-fact, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform his obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Agent to enter into and perform the Pledged Agreement on his behalf as his
attorney-in-fact, and consents to the Pledge of the Pledged Securities
underlying this Security Certificate pursuant to the Pledge Agreement. The
Holder further covenants and agrees, that, to the extent and in the manner
provided in the Purchase Contract Agreement and the Pledge Agreement, but
subject to the terms thereof, payments in respect of principal of the Pledged
Securities on the Final Settlement Date shall be paid by the Collateral Agent to
the Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

     Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of at least a majority
of the Outstanding Securities.

     All terms used herein which are defined in the Purchase Contract Agreement
have the meanings set forth therein.

     The Purchase Contracts shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

     The Company, the Agent and any agent of the Company or the Agent may treat
the Person in whose name this Security Certificate is registered as the owner of
the Securities evidenced hereby for the purpose of receiving payments of
distributions on the Pledged Securities, receiving payments of Contract Fees,
performance of the Purchase Contracts and for all other purposes whatsoever,
whether or not any payments in respect thereof be overdue and notwithstanding
any notice to the contrary, and neither the Company, the Agent nor any such
agent shall be affected by notice to the contrary.

     The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

     A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Agent.

                             SETTLEMENT INSTRUCTIONS

     The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Final Settlement Date of the
Purchase Contracts underlying the number of Securities evidenced by this
Security Certificate be registered in the name of, and delivered, together with
a check in payment for any fractional share, to the undersigned at the address
indicated below unless a different name and address have been indicated below.
If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:

Signature
         -----------------------------------------------------------------------

     If shares are to be registered in the name of and delivered to REGISTERED
HOLDER a Person other than the Holder, please print such Person's name and
address: Please print name and address of Registered Holder:

        Name:
                ----------------------------------------------------------------
        Address:
                ----------------------------------------------------------------

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

        Social Security or other Taxpayer Identification Number, if any:
                                                                        -------

                                     Ex A-5

<PAGE>

                            ELECTION TO SETTLE EARLY

     The undersigned Holder of this Security Certificate hereby irrevocably
exercises the option to effect Early Settlement in accordance with the terms of
the Purchase Contract Agreement with respect to the Purchase Contracts
underlying the number of Securities evidenced by this Security Certificate
specified below. The option to effect Early Settlement may be exercised only
with respect to Purchase Contracts underlying Securities with an aggregate
Stated Amount equal to $__________ or an integral multiple thereof. The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon such Early Settlement be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Security Certificate representing any Securities evidenced hereby as to which
Early Settlement of the related Purchase Contracts is not effected, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. Pledged Securities deliverable upon such Early
Settlement will be transferred in accordance with the transfer instructions set
forth below. If shares are to be registered in the name of a Person other than
the undersigned, the undersigned will pay any transfer tax payable incident
thereto.

Dated:

Signature
         -----------------------------------------------------------------------

     Number of Securities evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

                                REGISTERED HOLDER

     If shares or Security Certificates are to be registered in the name of and
delivered to and Pledged Securities are to be transferred to a Person other than
the Holder, please print such Person's name and address:

     Please print name and address of Registered Holder:

       Name:
               -----------------------------------------------------------------
       Address:
               -----------------------------------------------------------------

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

       Social Security or other Taxpayer Identification Number, if any: --------

                                     Ex A-6

<PAGE>

                                                                       EXHIBIT B

                                     FORM OF
                                PLEDGE AGREEMENT

     PLEDGE AGREEMENT, dated as of _______________, 200_ (this "Agreement"),
among Radio One, Inc., a Delaware corporation (the "Company"),
_________________, as collateral agent (in such capacity, together with its
successors in such capacity, the "Collateral Agent"), and
_______________________, as purchase contract agent and as attorney-in-fact of
the Holders (as hereinafter defined) from time to time of the Securities (as
hereinafter defined) (in such capacity, together with its successors in such
capacity, the "Purchase Contract Agent") under the Purchase Contract Agreement
(as hereinafter defined).

                                    RECITALS

     A. The Company and the Purchase Contract Agent are parties to the Purchase
Contract Agreement, dated as of the date hereof (as modified and supplemented
and in effect from time to time, the "Purchase Contract Agreement"), pursuant to
which there will be issued ___% __________________________ Securities (the
"Securities").

     B. Each Security consists of (a) one Purchase Contract (as hereinafter
defined) and (b) ___% ________ due ___________ ("Collateral Securities") having
a principal amount of liquidation preference equal to $________ (the "Stated
Amount") and maturing on ________________ (the "Final Settlement Date"), subject
to the pledge of such Collateral Securities created hereby.

     C. Pursuant to the terms of the Purchase Contract Agreement and the
Purchase Contracts, the Holders (as defined in the Purchase Contract Agreement)
from time to time of the Securities have irrevocably authorized the Purchase
Contract Agent, as attorney-in-fact of such Holders, among other things to
execute and deliver this Agreement on behalf of such Holders and to grant the
pledge provided hereby of the Collateral Securities constituting part of such
Securities as provided herein and subject to the terms hereof.

     D. Accordingly, the Company, the Collateral Agent and the Purchase Contract
Agent, on its own behalf and as attorney-in-fact of the Holders from time to
time of the Securities, agree as follows:

     Section 1. Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

     1. the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular; and

     2. the words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Article,
Section or other subdivision.

     "Act" has the meaning specified in the Purchase Contract Agreement.

     "Agreement" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more agreements supplemental
hereto entered into pursuant to the applicable provisions hereof.

     ["Applicable Treasury Regulations" means Subpart 0-Book-Entry Procedures of
Title 31 of the Code of Federal Regulations (31 CFR (S) 306.115 et. seq.) and
any other regulations of the United States Treasury Department from time to time
applicable to the transfer or pledge of book entry U.S. Treasury Securities.]

     "Board Resolution" has the meaning specified in the Purchase Contract
Agreement.


                                       Ex B-1

<PAGE>

     "Business Day" means any day that is not a Saturday, a Sunday or a day on
which the New York Stock Exchange or banking institutions or trust companies in
The City of New York are authorized or obligated by law or executive order to be
closed.

     "Collateral Agent" has the meaning specified in the first paragraph of this
instrument.

     "Collateral Securities" has the meaning specified in the Recitals.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor shall have become such, and thereafter
"Company" shall mean such successor.

     "Early Settlement" has the meaning specified in the Purchase Contract
Agreement.

     "Early Settlement Amount" has the meaning specified in the Purchase
Contract Agreement.

     "Final Settlement Date" has the meaning specified in the Recitals.

     "Holder" when used with respect to a Security, or a Purchase Contract
constituting a part thereof, has the meaning specified in the Purchase Contract
Agreement.

     "Opinion of Counsel" has the meaning specified in the Purchase Contract
Agreement.

     "Outstanding Securities" has the meaning specified in the Purchase Contract
Agreement.

     "Outstanding Security Certificates" has the meaning specified in the
Purchase Contract Agreement.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Pledge" has the meaning specified in Section 2 hereof.

     "Pledged Collateral Securities" has the meaning specified in Section 2
hereof.

     "Purchase Contract" has the meaning specified in the Purchase Contract
Agreement.

     "Purchase Contract Agent" has the meaning specified in the first paragraph
of this instrument.

     "Security" has the meaning specified in the Recitals.

     "Security Certificate" has the meaning specified in the Purchase Contract
Agreement.

     "Stated Amount" has the meaning specified in the Recitals.

     "Termination Event" has the meaning specified in the Purchase Contract
Agreement.

     Section 2. The Pledge. The Holders from time to time of the Securities
acting through the Purchase Contract Agent, as their attorney-in-fact, hereby
pledge and grant to the Collateral Agent, as collateral security for the
performance when due by such Holders of their respective obligations under the
Purchase Contracts constituting part of such Securities, for the benefit of the
Company, a security interest in all of the right, title and interest of such
Holders in the Collateral Securities constituting a part of such Securities.
Prior to or concurrently with the execution and delivery of this Agreement, the
initial Holders and the Collateral Agent shall (i) cause the Collateral
Securities to be delivered to the Collateral Agent by Federal Reserve Bank-Wire
or by book-entry transfer through the facilities of the Depositary Trust
Company, as the case may be, to the account of the Collateral Agent designated
by it for such purpose and (ii) take appropriate action so that the applicable
Federal Reserve Bank through which such Collateral Securities have been

                                     Ex B-2

<PAGE>

purchased will reflect such transfer and the Pledge by appropriate entries in
its records in accordance with Applicable Treasury Regulations. In addition, the
execution and delivery hereof bythe Purchase Contract Agent and the Collateral
Agent shall constitute (i) the notification to the Collateral Agent (as bailee
or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent
(as third party in possession or otherwise) of the Pledge and of its holding of
such Collateral Securities subject to the Pledge, in each case, for purposes of
perfecting the Pledge under Applicable Treasury Regulations and other applicable
law, as the case may be, including, to the extent applicable, the Uniform
Commercial Code as adopted and in effect in any applicable jurisdiction. The
pledge provided in this Section 2 is herein referred to as the "Pledge" and the
Collateral Securities subject to the Pledge, excluding any Collateral Securities
released from the Pledge as provided in Section 4 hereof, are hereinafter
referred to as the "Pledged Collateral Securities." Subject to the Pledge, the
Holders from time to time of the Securities shall have full beneficial ownership
of the Collateral Securities constituting a part of such Securities.

     Section 3. Payments of Principal, Redemption Price and Distributions. (a)
All payments of principal or redemption price of, or distributions on, any
Collateral Securities constituting part of the Securities received by the
Collateral Agent shall be paid by the Collateral Agent by wire transfer in same
day funds no later than 2:00 p.m., New York City time, on the Business Day such
payment is received by the Collateral Agent (provided that in the event such
interest payment is received by the Collateral Agent on a day that is not a
Business Day or after 2:00 p.m., New York City time, on a Business Day, then
such payment shall be made no later than 9:00 a.m., New York City time, on the
next succeeding Business Day) (i) in the case of (A) distributions with respect
to any Collateral Securities and (B) any principal or redemption payments with
respect to any Collateral Securities that have been released from the Pledge
pursuant to Section 4 hereof, to the Purchase Contract Agent to the account
designated by it for such purpose and (ii) in the case of principal or
redemption payments on any Pledged Collateral Securities, to the Company, in
full satisfaction of the respective obligations of the Holders of the Securities
of which such Pledged Collateral Securities are a part under the Purchase
Contracts forming a part of such Securities. All such payments received by the
Purchase Contract Agent as provided herein shall be applied by the Purchase
Contract Agent pursuant to the provisions of the Purchase Contract Agreement.
If, notwithstanding the foregoing, the Purchase Contract Agent shall receive any
payments of principal or in respect of redemption on account of any Pledged
Collateral Securities, the Purchase Contract Agent shall hold the same as
trustee of an express trust for the benefit of the Company (and promptly deliver
over to the Company) for application to the obligations of the Holders of the
Securities of which such Collateral Securities are a part under the Purchase
Contracts relating to the Securities of which such Collateral Securities are a
part, and such Holders shall acquire no right, title or interest in any such
payments of principal or in respect of redemption so received.

     Section 4. Release of Pledged Collateral Securities. (a) Upon notice to the
Collateral Agent by the Company or the Purchase Contract Agent that there has
occurred a Termination Event, the Collateral Agent shall release all Pledged
Collateral Securities from the Pledge and shall transfer all such Collateral
Securities, free and clear of any lien, pledge or security interest created
hereby, to the Purchase Contract Agent.

     (b) Upon notice to the Collateral Agent by the Purchase Contract Agent that
one or more Holders of Securities have elected to effect Early Settlement of
their respective obligations under the Purchase Contracts forming a part of such
Securities in accordance with the terms of the Purchase Contracts and the
Purchase Contract Agreement, and that the Purchase Contract Agent has received
from such Holders, and paid to the Company, the related Early Settlement Amounts
pursuant to the terms of the Purchase Contracts and the Purchase Contract
Agreement and that all conditions to such Early Settlement have been satisfied,
then the Collateral Agent shall release from the Pledge Pledged Collateral
Securities with a principal amount or liquidation preference equal to the
product of (i) the Stated Amount times (ii) the number of such Purchase
Contracts as to which such Holders have elected to effect Early Settlement.

     (c) Transfers of Collateral Securities pursuant to Section 4(a) or (b)
shall be by Federal Reserve Bank-Wire, book-entry transfer through the
facilities of the Depository Trust Company or in another appropriate manner, (i)
if the Collateral Agent shall have received such notification at or prior to
1:00 p.m., New York City time, on a Business Day, then no later than 2:00 p.m.,
New York City time, on such Business Day and (ii) if the Collateral Agent shall
have received such notification on a day that is not a Business Day or after
1:00 p.m., New York City time, on a Business Day, then no later than 9:00 a.m.,
New York City time, on the next succeeding Business Day.

                                     Ex B-3

<PAGE>

     Section 5. Rights and Remedies. (a) The Collateral Agent shall have all of
the rights and remedies with respect to the Pledged Collateral Securities of a
secured party under the Uniform Commercial Code as in effect in the State of New
York (the "Code") (whether or not said Code is in effect in the jurisdiction
where the rights and remedies are asserted) and such additional rights and
remedies to which a secured party is entitled under the laws in effect in any
jurisdiction where any rights and remedies hereunder may be asserted.

     (b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of principal payments of, or in
respect of the redemption of, any Pledged Collateral Securities as provided in
Section 3 hereof in satisfaction of the obligations of the Holder of the
Securities of which such Pledged Collateral Securities are a part under the
Purchase Contracts forming a part of such Securities, the Collateral Agent shall
have and may exercise, with reference to such Pledged Collateral Securities and
such obligation of such Holder, any and all of the rights and remedies available
to a secured party under the Code after default by a debtor, and as otherwise
granted herein or under any other law.

     (c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of principal of, in respect of
redemptions of or distributions on the Pledged Collateral Securities.

     (d) The Purchase Contract Agent agrees that, from time to time, upon the
written request of the Collateral Agent, the Purchase Contract Agent shall
execute and deliver such further documents and so such other acts and things as
the Collateral Agent may reasonably request in order to maintain the Pledge, and
the perfection and priority thereof, and to confirm the rights of the Collateral
Agent hereunder.

     Section 6. The Collateral Agent. The Collateral Agent and the Company
hereby agree between themselves as follows (it being understood and agreed that
neither the Purchase Contract Agent nor any Holder of Securities shall have any
rights under this Section 6):

     6.01. Appointment, Powers and Immunities. The Collateral Agent shall act as
agent for the Company hereunder with such powers as are specifically vested in
the Collateral Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto. The Collateral Agent: (a) shall
have no duties or responsibilities except those expressly set forth in this
Agreement and no implied covenants or obligations shall be inferred from this
Agreement against the Collateral Agent, nor shall the Collateral Agent be bound
by the provisions of any agreement by any party hereto beyond the specific terms
hereof; (b) shall not be responsible to the Company for any recitals contained
in this Agreement, or in any certificate or other document referred to or
provided for in, or received by it under, this Agreement, the Securities or the
Purchase Contract Agreement, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement (other than as
against the Collateral Agent), the Securities or the Purchase Contract Agreement
or any other document referred to or provided for herein or therein or for any
failure by the Company or any other Person (except the Collateral Agent) to
perform any of its obligations hereunder or thereunder; (c) shall not be
required to initiate or conduct any litigation or collection proceedings
hereunder (except pursuant to directions furnished under Section 6.02 hereof);
(d) shall not be responsible for any action taken or omitted to be taken by it
hereunder or under any other document or instrument referred to or provided for
herein or in connection herewith or therewith, except for its own negligence;
and (c) shall not be required to advise any party as to selling or retaining, or
taking or refraining from taking any action with respect to, any securities or
other property deposited hereunder. Subject to the foregoing, during the terms
of this Agreement the Collateral Agent shall take all reasonable action in
connection with the safekeeping and preservation of the Pledged Collateral
Securities hereunder.

     No provisions of this Agreement shall require the Collateral Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder. In no event shall the Collateral
Agent be liable for any amount in excess of the value of the Pledged Collateral
Securities.

     6.02. Instructions of the Company. The Company shall have the right, by one
or more instruments in writing executed and delivered to the Collateral Agent,
to direct the time, method and place of conducting any proceeding for any right
or remedy available to the Collateral Agent, or of exercising any power
conferred on the Collateral Agent, or to direct the taking or refraining from
taking of any action authorized by this Agreement; provided, however, that (i)

                                     Ex B-4

<PAGE>

such direction shall not conflict with the provisions of any law or of this
Agreement and (ii) the Collateral Agent shall be adequately indemnified as
provided herein. Nothing in this Section 6.02 shall impair the right of the
Collateral Agent in its discretion to take any action or omit to take any action
which it deems proper and which is not inconsistent with such direction.

     6.03. Reliance by Collateral Agent. The Collateral Agent shall be entitled
to rely upon any certification, order, judgment, opinion, notice or other
communication (including, without limitation, any thereof by telephone, telecopy
telex, telegram or cable) believed by it to be genuine and correct and to have
been signed or sent by or on behalf of the proper Person or Persons (without
being required to determine the correctness of any fact stated therein), and
upon advice and statements of legal counsel and other experts selected by the
Collateral Agent. As to any matters not expressly provided for by this
Agreement, the Collateral Agent shall in all cases be fully protected in acting,
or in refraining from acting, hereunder in accordance with instructions given by
the Company in accordance with this Agreement.

     6.04. Rights in Other Capacities. The Collateral Agent and its affiliates
may (without having to account therefor to the Company) accept deposits from,
lend money to, make investments in and generally engage in any kind of banking,
trust or other business with the Purchase Collateral Agent, and the Collateral
Agent and its affiliates may accept fees and other consideration from the
Purchase Contract agent and any Holder or Securities without having to account
for the same to the Company, provided that the Collateral Agent covenants and
agrees with the Company that the Collateral Agent shall not accept, receive or
permit there to be created in its favor any security interest, lien or other
encumbrance of any kind in or upon the Pledged Collateral Securities.

     6.05. Non-Reliance on Collateral Agent. The Collateral Agent shall not be
required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of Securities of this Agreement, the
Purchase Contract Agreement, the Securities or any other document referred to or
provided for herein or therein or to inspect the properties or books of the
Purchase Contract Agent or any Holder of Securities. The Collateral Agent shall
not have any duty or responsibility to provide the Company with any credit or
other information concerning the affairs, financial condition or business of the
Purchase Contract Agent or any Holder of Securities (or any of their affiliates)
that may come into the possession of the Collateral Agent or any of its
affiliates.

     6.06. Compensation and Indemnity. The Company agrees: (i) to pay the
Collateral Agent from time to time reasonable compensation for all services
rendered by it hereunder and (ii) to indemnify the Collateral Agent for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of its powers and duties under this Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of such powers and
duties.

     6.07. Failure to Act. In the event of any ambiguity in the provisions of
this Agreement or any dispute between or conflicting claims by or among the
undersigned and/or any other person or entity with respect to any funds or
property deposited hereunder, the Collateral Agent shall be entitled, at its
sole option, to refuse to comply with any and all claims, demands or
instructions with respect to such property or funds so long as such dispute or
conflict shall continue, and the Collateral Agent shall not be or become liable
in any way to any of the undersigned for its failure or refusal to comply with
such conflicting claims, demands or instructions. The Collateral Agent shall be
entitled to refuse to act until either (i) such conflicting or adverse claims or
demands shall have been finally determined by a court of competent jurisdiction
or settled by agreement between the conflicting parties as evidenced in a
writing, satisfactory to the Collateral Agent or (ii) the Collateral Agent shall
have received security or an indemnity satisfactory to the Collateral Agent
sufficient to save the Collateral Agent harmless from and against any and all
loss, liability or expense which the Collateral Agent may incur by reason of its
acting. The Collateral Agent may in addition elect to commence an interpleader
action or seek other judicial relief or orders as the Collateral Agent may deem
necessary. Notwithstanding anything contained herein to the contrary, the
Collateral Agent shall not be required to take any action that is in its opinion
contrary to law or to the terms of this Agreement, or which would in its opinion
subject it or any of its officers, employees or directors to liability.

                                     Ex B-5

<PAGE>

     6.08. Resignation of Collateral Agent. Subject to the appointment and
acceptance of a successor Collateral Agent as provided below, (a) the Collateral
Agent may resign at any time by giving notice thereof to the Company and the
Purchase Contract Agent, (b) the Collateral Agent may be removed at any time by
the Company and (c) if the Collateral Agent fails to perform any of its material
obligations hereunder in any material respect for a period of not less than 20
days after receiving notice of such failure by the Purchase Contract Agent and
such failure shall be continuing, the Collateral Agent may be removed by the
Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the
Company of any removal of the Collateral Agent pursuant to clause (c) of the
immediately preceding sentence. Upon any such resignation or removal, the
Company shall have the right to appoint a successor Collateral Agent. If no
successor Collateral Agent shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Collateral Agent's giving of
notice of resignation or such removal, then the retiring Collateral Agent may
petition any court of competent jurisdiction for the appointment of a successor
Collateral Agent. The Collateral Agent shall be a bank which has an office in
the City of ___________ with a combined capital and surplus of at least
$50,000,000. Upon the acceptance of any appointment as Collateral Agent
hereunder by a successor Collateral Agent, such successor Collateral Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent, and the retiring Collateral Agent
shall take all appropriate action to transfer any money and property held by it
hereunder (including the Pledged Collateral Securities) to such successor
Collateral Agent. The retiring Collateral Agent shall, upon such succession, be
discharged from its duties and obligations as Collateral Agent hereunder. After
any retiring Collateral Agent's resignation hereunder as Collateral Agent, the
provisions of this Section 6 shall continue in effect for its benefit in respect
of any actions taken or omitted to be taken by it while it was acting as the
Collateral Agent.

     Promptly following the removal or resignation of the Collateral Agent the
Company shall give written notice thereof to Moody's Investors Services, Inc.

     6.09. Right to Appoint Agent or Advisor. The Collateral Agent shall have
the right to appoint agents or advisors in connection with any of its duties
hereunder, and the Collateral Agent shall not be liable for any action taken or
omitted by such agents or advisors selected in good faith.

     The provisions of this Section 6 shall survive termination of this
Agreement and the resignation or removal of the Collateral Agent.

     Section 7. Amendment.

     7.01. Amendment Without Consent of Holders. Without the consent of any
Holders, the Company, the Collateral Agent and the Purchase Contract Agent, at
any time and from time to time, may amend this Agreement in form satisfactory to
the Company, the Collateral Agent and the Purchase Contract Agent, for any of
the following purposes:

          1. to evidence the succession of another Person to the Company, and
     the assumption by any such successor of the covenants of the Company; or

          2. to add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company; or

          3. to evidence and provide for the acceptance of appointment hereunder
     by a successor Collateral Agent or Purchase Contract Agent; or

          4. to cure any ambiguity, to correct or supplement any provisions
     herein which may be inconsistent with any other such provisions herein, or
     to make any other provisions with respect to such matters or questions
     arising under this Agreement, provided such action shall not adversely
     affect the interests of the Holders.

     7.02. Amendment with Consent of Holders. With the consent of the Holders of
not less than 66 2/3% of the Outstanding Securities, by Act of said Holders
delivered to the Company, the agent and the Collateral Agent, the Company, when
authorized by the Board Resolution, the Agent and the Collateral Agent may amend
this Agreement for the purpose of modifying in any manner the provisions of this
Agreement or the rights of the holders in respect of

                                     Ex B-6

<PAGE>

the Securities; provided, however, that no such supplemental agreement shall,
without the consent of the Holder of each Outstanding Security affected thereby,

          1. change the amount or type of Collateral Securities underlying a
     Security, impair the right of the Holder of any Security to receive
     distributions on the underlying Collateral Securities or otherwise
     adversely affect the Holder's rights in or to such Collateral Securities;
     or

          2. otherwise effect any action that would require the consent of the
     Holder of each Outstanding Security affected thereby pursuant to the
     Purchase Contract Agreement if such action were effected by an agreement
     supplemental thereto; or

          3. reduce the percentage of Outstanding Securities the consent of
     whose Holders is required for any such amendment.


     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such act shall approve the substance thereof.

     7.03. Execution of Amendments. In executing any amendment permitted by this
Section, the Collateral Agent and the Purchase Contract Agent shall be entitled
to receive and (subject to Section 6.01 hereof, with respect to the Collateral
Agent, and Section 701 of the Purchase Contract Agreement, with respect to the
Purchase Contract Agent) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement.

     7.04. Effect of Amendments. Upon the execution of any amendment under this
Section, this Agreement shall be modified in accordance therewith, and such
amendment shall form a part of this Agreement for all purposes; and every Holder
of Security Certificates theretofore or thereafter authenticated, executed on
behalf of the Holders and delivered under the Purchase Contract Agreement shall
be bound thereby.

     7.05. Reference to Amendments. Security Certificates authenticated,
executed on behalf of the Holders and delivered after the execution of any
amendment pursuant to this Section may, and shall if required by the Collateral
Agent or the Purchase Contract Agent, bear a notation in form approved by the
Purchase Contract Agent and the Collateral Agent as to any matter provided for
in such amendment. If the Company shall so determine, new Security Certificates
so modified as to conform, in the opinion of the Collateral Agent, the Purchase
Contract Agent and the Company, to any such amendment may be prepared and
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Purchase Contract Agent in accordance with the Purchase
Contract Agreement in exchange for Outstanding Security Certificates.

     Section 8.   Miscellaneous.

     8.01. No Waiver. No failure on the part of the Collateral Agent or any of
its agents to exercise, and no course of dealing with respect to, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Collateral Agent or any
of its agents of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.

     8.02. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company, the Collateral
Agent and the Holders from time to time of the Securities, acting through the
Purchase Contract Agent as their attorney-in-fact, hereby submit to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in New York City
for the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. The Company, the Collateral
Agent and the Holders from time to time of the Securities, acting through the
Purchase Contract Agent as their attorney-in-fact, irrevocably waive, to the
fullest extent permitted by applicable law, any objection which they may now or
hereafter have to the laying of

                                     Ex B-7

<PAGE>

the venue of any such proceeding brought in such a court and any claim that any
such proceeding brought in such a court has been brought in an inconvenient
forum.

     8.03. Notices. All notices, requests, consents and other communications
provided for herein (including, without limitation, any modifications of, or
waivers or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telecopy) and delivered to the intended
recipient at the "Address for Notices" specified below its name on the signature
pages hereof or, as to any party, at such other address as shall be designated
by such party in a notice to the other parties. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given
when transmitted by telecopier or personally delivered or, in the case of a
mailed notice, upon receipt, in each case given or addressed as aforesaid.

     8.04. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Company,
the Collateral Agent and the Purchase Contract Agent, and the Holders from time
to time of the Securities, by their acceptance of the same, shall be deemed to
have agreed to be bound by the provisions hereof and to have ratified the
agreements of, and the grant of the Pledge hereunder by, the Purchase Contract
Agent.

     8.05. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

     8.06. Severability. If any provision hereof is invalid and unenforceable in
any jurisdiction, then, to the fullest extent permitted bylaw, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (ii) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

     8.07. Expenses, etc. The Company agrees to reimburse the Collateral Agent
for: (a) all reasonable out-of-pocket costs and expenses of the Collateral Agent
(including, without limitation, the reasonable fees and expenses of counsel to
the Collateral Agent), in connection with (i) the negotiation, preparation,
execution and delivery or performance of this Agreement and (ii) any
modification, supplement or waiver of any of the terms of this Agreement; (b)
all reasonable costs and expenses of the Collateral Agent (including, without
limitation, reasonable fees and expenses of counsel) in connection with (i) any
enforcement or proceedings resulting or incurred in connection with causing any
Holder of Securities to satisfy its obligations under the Purchase Contracts
forming a part of the Securities and (ii) the enforcement of this Section 8.07;
and (c) all transfer, stamp, documentary or other similar taxes, assessments or
charges levied by any governmental or revenue authority in respect of this
Agreement or any other document referred to herein and all costs, expenses,
taxes, assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated
hereby.

     8.08. Security Interest Absolute. All rights of the Collateral Agent and
security interests hereunder, and all obligations of the Holders from time to
time of the Securities hereunder, shall be absolute and unconditional
irrespective of:

          1. any lack of validity or enforceability of any provision of the
     Purchase Contracts or the Securities or any other agreement or instrument
     relating thereto;

          2. any change in the time, manner or place of payment of, or any other
     term of, or any increase in the amount of, all or any of the obligations of
     Holders of Securities under the related Purchase Contracts, or any other
     amendment or waiver of any term of, of any consent to any departure from
     any requirement of, the Purchase Contract Agreement or any Purchase
     Contract or any other agreement or instrument relating thereto; or

          3. any other circumstance which might otherwise constitute a defense
     available to, or discharge of, a borrower, a guarantor or a pledgor.

                                     Ex B-8

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                   RADIO ONE, INC.

                                   By:__________________________________________
                                   Name:
                                   Title:

                                   Address for Notices:

                                   Radio One, Inc.
                                   5900 Princess Garden Parkway, 7/th/ Floor
                                   Lanham, MD  20706-2969
                                   (301) 306-1111


                                   [     ]
                                   as Purchase Contract Agent and as
                                   attorney-in-fact of the Holders from
                                   time to time of the Securities


                                   By:__________________________________________
                                   Name:
                                   Title:

                                   Address for Notices:

                                   [                     ],
                                   as Collateral Agent


                                   By:__________________________________________
                                   Name:
                                   Title:

                                     Ex B-9