Exhibit 10.90

                            TIME BROKERAGE AGREEMENT



         TIME  BROKERAGE  AGREEMENT,  made as of  April 1,  1996 by and  between
American   Radio   Systems   Corporation   (the   "Programmer")   and   Crescent
Communications L.P. (the "Licensee").

         WHEREAS  Licensee  owns  and  operates  Broadcast  Station,   KMZQ(FM),
Henderson,  Nevada,  and  KFBI(FM),  Palrump,  Nevada,  (each a  "Station",  and
together   the   "Stations")   pursuant  to  licenses   issued  by  the  Federal
Communications Commission ("FCC").

         WHEREAS   Programmer  is  involved  in  radio  station   ownership  and
operation.

         WHEREAS the Licensee wishes to permit Programmer to provide programming
for the Stations that is in  conformity  with the Stations' and FCC policies for
time brokerage arrangements and as set forth herein.

         WHEREAS Programmer agrees to use the Stations  exclusively to broadcast
such  programming  of its  selection  that  is in  conformity  with  all  rules,
regulations  and policies of the FCC and subject to Licensee's full authority to
control the operation of the Stations.

         WHEREAS Programmer and Licensee agree to work in a cooperative  fashion
to make their time  brokerage  agreement work to the benefit of both parties and
as contemplated in this Agreement.

         WHEREAS,  Programmer  and Licensee have entered into an Asset  Purchase
Agreement  dated  as  of  the  date  of  this  Agreement  (the  "Asset  Purchase
Agreement")  under which Licensee agreed to sell the Stations to Programmer,  as
filed with an application for FCC consent to assign the Stations'  licenses from
Licensee to Programmer.


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         NOW,  THEREFORE,  in consideration of the above recitals and the mutual
promises and  covenants  contained  herein,  the parties,  intending to be bound
legally, agree as follows:

                                    Section 1
                            Lease of Station Air Time

         1.1 Representations.  Each of Licensee and Programmer represent that it
is authorized to enter into this Agreement and that this  Agreement  constitutes
the  legal,  valid and  binding  obligation  of it,  enforceable  against  it in
accordance with its terms.

         1.2 Effective  Date. The Effective Date of this Agreement  shall be the
date of execution of this Agreement by all parties.

         1.3 Scope.  During the Term (as defined in Section 6.1), Licensee shall
make  available  to  Programmer  time  on the  Stations  as set  forth  in  this
Agreement.  Programmer shall deliver such  programming,  at its expense,  to the
Station's  transmitter  facilities or other  authorized  remote control point as
reasonably designated by Licensee. Subject to Licensee's reasonable approval, as
set forth in this Agreement,  Programmer shall provide entertainment programming
of  its  selection  complete  with  commercial  matter,   news,  public  service
announcements  and other suitable  programming to the Licensee up to one hundred
sixty-four  (164) hours per week.  The Licensee may use the remaining four hours
per broadcast week for the broadcast of its own regularly scheduled news, public
affairs and other  non-entertainment  programming  and shall provide  Programmer
with advance written notice of such hours of programming.  All time not reserved
by or designated  for Licensee  shall be available for use by Programmer  and no
other party.

         1.4  Consideration.  As  consideration  for the air time made available
hereunder, Programmer shall (a) pay to Licensee a monthly fee of One Hundred and
Sixty-Five  Thousand Dollars  ($165,000),  payable no later than the fifth (5th)
business day of the month to which such

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fee  pertains,  (b) pay to Licensee the cost of  Programmer's  telephone  usage,
postal  service  usage and  electrical  usage at the studio for the Stations and
Programmer  shall  reimburse  to  Licensee  additional  amounts  as set forth in
Section 1.6 hereof.

         1.5  Licensee  Operation  of  the  Station.  Licensee  will  have  full
authority,  power and control over the operations of the Station during the term
of this  Agreement.  Licensee  will bear all  responsibility  for the  Stations'
compliance with all applicable  provisions of the Communications Act of 1934, as
amended (the "Communications  Act"), the rules,  regulations and policies of the
FCC and all other applicable laws.  Licensee shall be solely responsible for and
pay in a  timely  manner  all  non-capital,  ordinary  and  customary  operating
expenses of the Stations, including but not limited to maintenance of the studio
and transmitting facility and costs of electricity except that Licensee shall be
entitled to  reimbursement  from Programmer  pursuant to Sections 1.4 and 1.6(b)
and  Programmer  shall  be  responsible  for the  costs of its  programming  and
personnel as provided in Sections 1.7 and 2.3 hereof.  Licensee  shall employ at
its expense employees  consisting of, at a minimum,  those required by FCC rules
and regulations who will report to and be accountable to the Licensee.  Licensee
shall be responsible  for the salaries,  taxes,  insurance and related costs for
all  personnel it employs at the Stations  and shall  maintain  insurance at its
present levels covering the Stations' transmission  facilities.  During the term
of this Agreement,  Programmer shall perform, without charge, routine monitoring
of Licensee's  transmitter  performance and tower lighting if and when requested
by Licensee.

         1.6      (a) Licensee Representations and Warranties.

         Licensee represents and warrants as follows:

         Licensee shall not knowingly take any action or omit to take any action
which would have an adverse impact upon the Licensee, its assets utilized in the
operation of the Station, the

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Station or upon  Licensee's  ability to perform  this  Agreement.  All  reports,
annual regulatory fees and applications required to be filed with the FCC or any
other  governmental  body have  been,  and during the course of the term of this
Agreement  or any  extension  thereof,  will be filed in a timely  and  complete
manner.  The  facilities  of the Station are and will  continue to comply in all
material  respects  with  the  engineering  requirements  set  forth  in the FCC
licenses of the Station.

                  (b) Contractual  Fees.  Licensee shall make timely payments to
third parties under the contracts listed on Attachment 2 hereto.  Licensee shall
be  reimbursed by  Programmer  for such  payments  within five (5) business days
following presentation to Programmer of reasonable verification of such payment.

         1.7 Programmer  Responsibility.  Programmer shall be solely responsible
for any  expenses  incurred  in  connection  with its sale of  advertising  time
hereunder  (including  without  limitation sales commissions) in connection with
the programming  provided by Programmer hereunder (the "Programming") and in the
origination  and/or delivery of the Programming to the integration  point at the
studio for the Stations and for any publicity or promotional  expenses  incurred
by Programmer,  including  without  limitation,  all ASCAP, BMI, and SESAC music
license fees attributable to the Programming.  Programmer shall furnish or cause
to be furnished the artistic  personnel  and material for the  production of the
Programming. Programmer shall employ and be responsible for the salaries, taxes,
insurance  and related  costs for all  personnel  used in the  production of the
Programming and all sales personnel (including  salespeople,  traffic personnel,
and programming staff).

         1.8 Contracts. Programmer will not be required to assume performance of
any of the Licensee's contracts and leases pertaining to the Stations except for
the contracts and leases listed on Attachment III hereof.  Programmer will enter
into no third-party contracts,  leases or agreements which will bind Licensee in
any way except with Licensee's prior written approval.

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Licensee will enter into no third-party  contracts,  leases or agreements  which
will bind Programmer in any way except with Programmer's prior written approval.
Programmer  shall  assume  the  obligations  of  Licensee,  up to a maximum  net
obligation of  ________________  Dollars  ($__________),  to provide advertising
time  under  the terms of  existing  trade and  barter  agreements  as listed on
Attachment  III-A and Licensee  shall assign all of its rights under those trade
and barter agreements to Programmer.

         1.9 (a) Broadcasting  Obligations.  During the Term, except as provided
in  Section  6.2,  Licensee  will  broadcast  the  Programming  in its  entirety
(including  commercials),  on either  the main or  auxiliary  facilities  of the
Stations, without interruption,  deletion or addition of any kind, except as set
forth below:

                           (i)  Licensee  shall have the right to delete and not
to broadcast any material contained in the Programming which it regards as being
unsuitable for broadcast or the broadcast of which it believes would be contrary
to the public  interest,  and Licensee  shall have the right to substitute  such
programming therefor as it deems appropriate;

                           (ii)   Licensee   may   temporarily    refrain   from
broadcasting  the Programming  between the hours of 12:30 a.m. and 5:30 a.m. (or
at some other hour in the event that weather  conditions so require) in order to
perform normal,  customary and routine maintenance on the Stations' transmitting
facilities;  provided that  Licensee  shall use its best efforts to minimize the
frequency and duration of such interruptions;

                           (iii) Licensee may temporarily cease broadcasting the
Programming  as a result of a natural  disaster,  act of public  enemy or act of
God;  provided that in any such case,  Licensee will act expediently and use its
best  efforts  to resume  the  broadcast  of the  Programming  as quickly as the
applicable circumstances will allow; and

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                           (iv)   Licensee   may   temporarily    refrain   from
broadcasting  the  Programming as a result of, and during the duration of, (i) a
general  electrical  power  outage  affecting  the area in which  the  Stations'
transmitting equipment is located or (ii) a technical problem with the Station's
transmitting  equipment which is outside of Licensee's  control and which is not
directly or  indirectly  the result of any act or omission of Licensee or any of
its employees or agents;  provided  that in either such case,  Licensee will act
expediently  and use its best efforts to resume the broadcast of the Programming
as quickly as the applicable circumstances will allow.

         Programmer shall not be entitled to any credit or refund of any fees in
the event of any of the events described in (i) - (iv) above.

                  (b) Hourly Credit.  Programmer shall receive from Licensee, as
a refund  consisting of a flat rate credit of $235 per hour  ("Hourly  Credit"),
for any part of the weekly one hundred  sixty-four  (164)  hours of  programming
time that  Licensee  uses to broadcast  its own  programming  including  periods
during which Licensee is unable, for any reason (except,  as provided in Section
1.9(a) and except  for  Programmer's  failure  to  deliver  its  programming  to
Licensee),  to broadcast the  Programming.  Such refunds to Programmer  shall be
paid within ten (10) days of the end of each month.

         1.10 Station Operation.  Licensee shall notify Programmer in writing at
least five (5)  business  days prior to (i)  making  any  changes in  management
personnel,  (ii)  entering  into any  material  contractual  obligations,  (iii)
purchasing equipment, or (iv) making any other material changes in the operation
of the Station.  Licensee agrees to purchase such equipment or other material or
services which Programmer may reasonably suggest are necessary for the Station's
operations  provided  that  Programmer  agrees to reimburse the Licensee for all
costs   associated   with  such   purchases   including,   without   limitation,
installation, wiring and similar related costs.

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         1.11 Use of Stations'  Studios.  Licensee agrees to provide  Programmer
with  access to the  Stations'  complete  facilities  including  the studios and
broadcast  equipment for use by Programmer,  if it so desires,  in providing the
Programming;  provided, however, that Licensee shall maintain, for its sole use,
sufficient  space at the Stations'  studios for its management  level employees.
Under the overall  supervision of Licensee,  Programmer shall and may peacefully
and quietly have the full use of and enjoy the use of the Stations'  facilities,
studios  and  equipment  free from any  hindrance  from any  person  or  persons
whomsoever  claiming by,  through or under  Licensee.  Programmer  shall use the
studios and  equipment  only for the purpose of  producing  programming  for the
Station  or for any other  stations  owned or time  brokered  by the  Programmer
within the Las  Vegas,  Nevada ADI and shall at all times be subject to the good
faith oversight of Licensee.

                                    Section 2
                 Station Obligations to the Community of License

         2.1 Licensee  Authority.  Notwithstanding  any other  provision of this
Agreement,  Programmer  recognizes  that  Licensee  has certain  obligations  to
broadcast  programming  to meet the  needs and  interests  of the  community  of
license for the  Stations.  On a regular  weekly  basis the  Licensee  shall air
specific programming on issues of importance to the local community.  Nothing in
this  Agreement  shall  abrogate the  unrestricted  authority of the Licensee to
discharge its  obligations  to the public and to comply with the law,  rules and
policies of the FCC with respect to meeting the ascertained  needs and interests
of the public.

         2.2  Additional  Licensee and  Programmer  Obligations.  Although  both
parties  shall  cooperate in the  broadcast of  emergency  information  over the
Stations,  Licensee  shall  also  retain  the  right to  interrupt  Programmer's
programming in case of an emergency or for programming  which, in the reasonable
good faith judgment of Licensee, is of overriding public importance.

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Such interruption shall not entitle Programmer to any credits on fees.  Licensee
shall  continue to maintain a main  studio,  as that term is defined by the FCC,
within the  Stations'  principal  community  contour,  shall  maintain its local
public  inspection  file within the  community of license and shall  prepare and
place in such inspection file its quarterly issues and program lists on a timely
basis. Programmer shall, upon request by Licensee,  provide Licensee on a timely
basis with  information  with respect to certain of Programmer's  programs which
should be included in Licensee's  quarterly issues and programs lists.  Licensee
shall  also  maintain  the  station  logs,  receive  and  respond  to  telephone
inquiries, and control and oversee any remote control point for the Stations.

         2.3  Responsibility  for  Employees and  Expenses.  In accordance  with
Section 1.7, Programmer shall employ and be solely responsible for the salaries,
taxes,  insurance  and related  costs for all  personnel  employed by Programmer
(including, without limitation,  salespeople, traffic personnel, board operators
and  programming  staff).  Licensee  will  provide  and be  responsible  for the
Stations'  personnel  employed by Licensee and  necessary to fulfill  Licensee's
obligations  hereunder,  and  will  be  responsible  for  the  salaries,  taxes,
insurance  and related  costs for all the  personnel it employs.  All  personnel
shall be  subject  to the  overall  supervision  of  Licensee,  consistent  with
Programmer's  right to the use of the Stations'  facilities  pursuant to Section
1.12 hereof.

                                    Section 3
                          Station Programming Policies

         3.1  Broadcast  Station  Programming  Policy  Statement.  Licensee  has
adopted and will enforce a Broadcast Station  Programming  Policy Statement (the
"Policy  Statement"),  a copy of which appears as Attachment IV hereto and which
may be  amended  from  time to time  by  Licensee  upon  notice  to  Programmer.
Programmer agrees and covenants to comply in all

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material respects with the Policy  Statement,  with all rules and regulations of
the FCC, and with all reasonable  changes  subsequently  made by Licensee or the
FCC. If Licensee  reasonably  determines  that a program  supplied by Programmer
does not comply with the Policy  Statement it may suspend or cancel such program
and shall provide written notice to Programmer of such decision. All Programming
shall comply with the Policy Statement, the Communications Act and FCC rules and
regulations.  All advertising  spots and promotional  material or  announcements
included in the  Programming  shall comply with  applicable  federal,  state and
local regulations and policies,  the Policy Statement,  and shall be produced in
accordance with quality standards established by Programmer.

         3.2  Licensee  Control  of  Programming.   Programmer  recognizes  that
Licensee  has full  authority  to control the  operation  of the  Stations.  The
parties agree that Licensee's authority includes but is not limited to the right
to reject or refuse such portions of the Programming which Licensee believes, in
its sole discretion, to be unsatisfactory,  unsuitable or contrary to the public
interest.  Programmer  shall have the right to change the  Programming  elements
and/or format of the  Programming by giving Licensee at least  twenty-four  (24)
hours notice of such changes.

         3.3 Programmer Compliance with Copyright Act. Programmer represents and
warrants to  Licensee  that  Programmer  has full  authority  to  broadcast  the
Programming  on the  Stations,  and that  Programmer  shall  not  broadcast  any
slanderous  material or any material in violation of any law, rule,  regulation,
including  regulation without  limitation the Communications  Act, the rules and
regulations  of the FCC or the Copyright  Act. All music  supplied by Programmer
shall be: (i) licensed by ASCAP,  SESAC or BMI;  (ii) in the public  domain;  or
(iii) cleared at the source by Programmer.  Consistent  with Section 1.7 hereof,
Licensee will maintain ASCAP, BMI and SESAC licenses as necessary.  The right to
use the  Programming  and to authorize its use in any manner shall be and remain
vested in Programmer.

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         3.4  Sales.  Programmer  shall  retain  all  revenues  from the sale of
advertising  time  within  the  Programming.  Programmer  may sell  advertising,
consistent with applicable rules,  regulations and the Policy Statement,  on the
Stations in  combination  with any other  broadcast  stations  of its  choosing.
Programmer  shall be  responsible  for  payment  of the  commissions  due to any
national sales representative  engaged by it for the purpose of selling national
advertising  which is carried during the Programming.  Licensee shall retain all
revenues  from the sale of Stations'  advertising  during the hours each week in
which  the  Licensee  airs  its  own  non-entertainment  programming,  with  the
exception provided for certain political advertising as set forth in Section 5.2
herein.

         3.5   Payola.   Programmer   agrees   that  it  will  not   accept  any
consideration, compensation, gift or gratuity of any kind whatsoever, regardless
of its value or form,  including,  but not limited to, a  commission,  discount,
bonus, material, supplies or other merchandise,  services or labor (collectively
"Consideration"),  whether or not pursuant to written  contracts  or  agreements
between Programmer and merchants or advertisers,  unless the payer is identified
in the  program  for which  Consideration  was  provided  as having  paid for or
furnished such Consideration,  in accordance with the Communications Act and FCC
requirements.  Programmer  agrees at the  reasonable  request  of  Licensee,  to
execute and provide Licensee with a Payola Affidavit,  substantially in the form
attached hereto as Attachment V.

         3.6 Staffing  Requirements.  Licensee shall comply with the main studio
staff requirements as specified by the FCC.

                                    Section 4
                                 Indemnification

         4.1 Programmer's  Indemnification.  Programmer shall indemnify and hold
harmless  Licensee,  its partners and their respective  directors,  officers and
stockholders from and against

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any and all claims,  losses,  costs,  liabilities,  damages, FCC forfeitures and
expenses (including reasonable legal fees and other expenses incidental thereto)
of every kind,  nature and  description,  including  but not  limited to,  those
arising out of (a) Licensee's  broadcast of the  Programming and (b) liabilities
of Programmer to its employees and other third parties.

         4.2  Licensee's  Indemnification.  Licensee  shall  indemnify  and hold
harmless  Programmer  from  and  against  any and  all  claims,  losses,  costs,
liabilities,  damages,  and expenses (including  reasonable legal fees and other
expenses incidental thereto) of every kind, nature and description,  arising out
of Licensee's broadcasts of programming other than the Programming to the extent
permitted by law.

         4.3 Limitation.  Neither  Licensee nor Programmer  shall be entitled to
indemnification  pursuant to this section unless such claim for  indemnification
is asserted in writing delivered to the other party.

         4.4 Time  Brokerage  Challenge.  If this Agreement is challenged at the
FCC,   whether  or  not  in  connection  with  the  Stations'   license  renewal
application,  counsel for the  Licensee  and counsel  for the  Programmer  shall
jointly defend the Agreement and the parties' performance  thereunder throughout
all FCC proceedings at the sole expense of the  Programmer.  If portions of this
Agreement do not receive the approval of the FCC staff,  then the parties  shall
reform the Agreement or, at  Programmer's  option and expense,  seek reversal of
the staff decision and approval from the full FCC on appeal.

                                    Section 5
                Access to Programmer Materials and Correspondence

         5.1  Confidential  Review.  Prior  to  the  provision  of  any  of  the
Programming by Programmer to Licensee  under this  Agreement,  Programmer  shall
acquaint the Licensee with the

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nature and type of the  programming  to be  provided.  Licensee,  solely for the
purpose of  ensuring  Programmer's  compliance  with the law,  FCC rules and the
Stations'  policies,  shall be entitled to review at its discretion from time to
time on a confidential basis any programming material it may reasonably request.
Programmer shall promptly provide Licensee with copies of all correspondence and
complaints  received from the public (including any telephone logs of complaints
called  in),  copies of all program  logs and  promotional  materials.  However,
nothing in this section shall entitle Licensee to review the internal  corporate
or financial records of the Programmer.

         5.2 Political Advertising.  Programmer shall cooperate with Licensee to
assist  Licensee  in  complying  with all rules of the FCC  regarding  political
advertising.  Programmer shall supply such  information  promptly to Licensee as
may be necessary to comply with the lowest unit rate,  equal  opportunities  and
reasonable access requirements of federal law. To the extent that Licensee deems
it  necessary  to assure its  performance  of its  political  time  obligations,
Programmer  shall  release  advertising  availabilities  to Licensee;  provided,
however, that all revenues received by Licensee as a result of such a release of
advertising  time  shall  promptly  be paid  to  Programmer,  net of any  direct
out-of-pocket  costs  incurred by Licensee in selling the political  advertising
and administering its broadcast.

                                    Section 6
                      Termination and Remedies Upon Default

         6.1 Term;  Termination.  The term of this  Agreement (the "Term") shall
commence on the date of this Agreement and shall terminate on the earlier of (i)
the date of any  termination  of the Asset  Purchase  Agreement  pursuant to the
terms thereof,  (ii) the date of any  termination of this Agreement  pursuant to
this  Section 6.1 and (iii) the Closing  Date (as defined in the Asset  Purchase
Agreement).  In addition to other  remedies  available  at law or equity and the
provisions

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of Section 1.2 hereof,  this  Agreement  may be terminated as set forth below by
either  Licensee  or  Programmer  by  written  notice  to the other if the party
seeking to terminate is not then in material default or breach hereof,  upon the
occurrence of any of the following:

                  (a) this Agreement is declared  invalid or illegal in whole or
substantial part by an order or decree of an  administrative  agency or court of
competent  jurisdiction  and such order or decree has become final and no longer
subject to further administrative or judicial review;

                  (b) the other party is in material  breach of its  obligations
hereunder  and has failed to cure such breach  within thirty (30) days of notice
from the  non-breaching  party,  which notice  shall  specify the breach and the
action necessary to cure such breach;

                  (c) the mutual consent of both parties

                  (d) there has been a material change in FCC rules, policies or
precedent  that would cause this  Agreement to be in violation  thereof and such
change is in effect and not the  subject of an appeal or further  administrative
review.

         Upon any termination of this Agreement,  Licensee shall have no further
obligation to provide to Programmer any broadcast time or broadcast transmission
facilities and Programmer shall have no further obligations under Section 1.6(b)
hereof or to make any payments to Licensee under Section 1.4 hereof.  Programmer
shall be  responsible  for all  debts and  obligations  of  Programmer  to third
parties based upon the purchase of air time and use of  Licensee's  transmission
facilities including,  without limitation,  accounts payable,  barter agreements
and unaired  advertisements,  but not for  Licensee's  federal,  state and local
income and business  franchise tax  liabilities or taxes levied upon  Licensee's
personal property. In the event of any termination, Programmer shall be entitled
to retain  all notes  and  accounts  receivable  and  other  receivables  of the
Stations  accrued as of the date of such termination  (the  "Termination  Date")
relating  to  advertising  time  sold by  Programmer  between  the  date of this
Agreement and the

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Termination  Date  ("Programmer  Receivables"),  and shall be entitled to pursue
collection  thereof.  Licensee shall pay over to Programmer any sums received by
Licensee  on account of the  Programmer  Receivables.  Notwithstanding  anything
herein to the  contrary,  to the  extent  that any  invoice,  bill or  statement
submitted  to  Licensee  after  the  Termination  Date  or any  payment  made by
Programmer  prior to the  Termination  Date  relates  to  expenses  incurred  in
operating the Stations,  for periods both before and after the Termination Date,
such expenses  shall be prorated  between  Licensee and Programmer in accordance
with the principle that Programmer  shall be responsible for expenses  allocable
to the period prior to the  Termination  Date and Licensee  shall be responsible
for expenses  allocable to the period on and after the  Termination  Date.  Each
party agrees to reimburse  the other party for expenses  paid by the other party
to the extent appropriate to implement the proration of expenses pursuant to the
preceding sentence.

         6.2  Programmer's  Remedies for  Operational  Deficiencies.  Programmer
shall have the  following  remedies  for  deficiencies  in or events  related to
Licensee's transmitting facility:

                  (a) If Programmer receives during the first sixty (60) days of
this Agreement a report of a consulting  engineer,  chosen by Programmer,  which
concludes  that the Stations are not operating in all material  respects  within
the parameters  authorized by the FCC or that the Stations'  actual  coverage of
the market is materially less than such authorization allows,  Licensee shall be
obligated,  at its expense,  to take such steps as are  reasonably  necessary to
restore the effective  coverage or operating  parameters of the relevant Station
or demonstrate,  by the use of the report of another consulting engineer,  hired
at its expense,  that the coverage or operating  parameters  are not  materially
deficient.  If the Stations' effective coverage or operating parameters continue
to be materially  deficient within thirty (30) days of notice of the coverage or
operating deficiencies,  then Programmer shall be entitled to a refund, of equal
to the Hourly

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Credit  amount set forth in Section 1.9 for each hour of  deficiency  until such
deficiencies  are  corrected and such refunds shall be made within ten (10) days
of the end of the month.

                  (b) If for a  period  of  five  (5)  consecutive  days or more
Licensee  reduces its transmitter  output power on the Stations by fifty percent
(50%) or more, Programmer may elect to require Licensee to pay a refund equal to
one half of the Hourly  Credit  amount set forth in Section 1.9 for so long each
hour that such power  reduction  continues to occur if Programmer  has, in fact,
been  required to make rebates  and/or  other  financial  accommodations  to its
advertisers as a result of such power reduction.  Such refund shall be reflected
in a refund payment by Licensee to Programmers a result of such power reduction.
Such refund  shall be reflected  in a refund  payment by Licensee to  Programmer
within  ten (10)  days of the end of the  month in which  such  power  reduction
occurs.

                  (c) If, due to damage to or failure of transmission equipment,
the Stations are off the air for five (5) consecutive days or for a total of one
hundred twenty (120) hours during any thirty (30) day period,  Programmer  shall
be entitled to a full  refund,  on a daily  basis,  equal to, the Hourly  Credit
amount set forth in Section 1.9 for each hour the  Stations are off the air, and
such refund  shall be paid within ten (10) days of the end of the month in which
the Stations are off the air.

         6.3 Other Agreements. During the Term, Licensee will not enter into any
other time brokerage,  program provision,  local management or similar agreement
with any third party with respect to the Stations.


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                                    Section 7
                                  Miscellaneous

         7.1  Assignment.  This Agreement shall be binding upon and inure to the
benefit  of  the  parties  hereto,  their  successors  and  assigns,   including
specifically  any  purchaser of the Stations  from  Licensee.  Neither party may
assign its rights under this Agreement  without the prior written consent of the
other party which shall not be unreasonable withheld, provided, however that (a)
Programmer has the absolute right to assign this Agreement and all of its rights
and  obligations  hereunder,  following  written  notice to the Licensee,  to an
entity  controlled  by American  Radio Systems  Corporation,  provided that such
entity  assumes all of  Programmer's  obligations  under this Agreement and that
such assignment shall not release  Programmer from any of its obligations  under
this  Agreement and (b) Licensee has the right to assign its payments  hereunder
to its Lenders upon written notification to Programmer.

         7.2 Call  Letters.  Upon  request  of  Programmer  and at  Programmer's
expense,  Licensee  shall  apply to the FCC for  authority  to  change  the call
letters of the Stations  (with the consent of the FCC) to such call letters that
Programmer shall reasonably designate.  Licensee shall cooperate with Programmer
and receive  Programmer's consent prior to making any change in the call letters
of the Stations.

         7.3  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.

         7.4 FCC Certification  (47 C.F.R. ss. 73.3555(a) (2) (ii).  Pursuant to
Section  73.3555(a)(2)(ii)  of the  FCC's  rules,  Licensee  certifies  that  it
maintains ultimate control over the Stations' facilities, including specifically
control over finances, personnel and programming at

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the Stations and the Programmer  certifies that this Agreement complies with the
provisions of Sections 73.3555(a)(1) and (e)(1) of the FCC's rules.

         7.5 Payment of Legal Fees.  Except as  otherwise  provided,  Programmer
shall pay  Licensee's  reasonable  legal fees and related  expenses  incurred in
connection with Licensee's consideration and negotiation of this Agreement.

         7.6 Entire Agreement.  This Agreement,  the Attachments  hereto and the
Asset Purchase  Agreement embody the entire  agreement and  understanding of the
parties  and  supersede  any  and  all  prior   agreements,   arrangements   and
understandings relating to matters provided for herein. No amendment,  waiver of
compliance with any provision or condition  hereof,  or consent pursuant to this
Agreement will be effective  unless evidenced by an instrument in writing signed
by the parties.

         7.7 Taxes.  Licensee and  Programmer  shall each pay its own ad valorem
taxes,  if any,  which  may be  assessed  on such  party's  respective  personal
property  for the periods  that such items are owned by such  party.  Programmer
shall pay all taxes if any, to which the consideration  specified in Section 1.4
herein is subject,  provided that Licensee is responsible for payment of its own
income  taxes.  Each party  shall be  responsible  for any sales tax  imposed on
advertising aired during the programming provided by that party.

         7.8  Headings.  The  headings  are for  convenience  only  and will not
control  or  affect  the  meaning  or  construction  of the  provisions  of this
Agreement.

         7.9  Governing  Law. The  obligations  of Licensee and  Programmer  are
subject  to  applicable  federal,  state and local law,  rules and  regulations,
including,  but not  limited  to,  the  Communications  Act,  and the  rules and
regulations of the FCC. The  construction  and performance of the Agreement will
be governed by the laws of the Commonwealth of Massachusetts.

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         7.10 Notices. Any notice, demand or request required or permitted to be
given under the  provisions  of the  Agreement  shall be in writing and shall be
deemed to have been duly  delivered  on the date of personal  delivery or on the
date of receipt if mailed by registered or certified  mail,  postage prepaid and
return receipt requested,  and shall be deemed to have been received on the date
of  personal  delivery  or on the date set forth on the return  receipt,  to the
following  addresses,  or to such other address as any party may request, in the
case of Licensee,  by notifying  Programmer,  and in the case of Programmer,  by
notifying Licensee.

To Licensee:               Crescent Communications, L.P.
                           4407 Providence, Suite F
                           Winston-Salem, NC  27106
                           Attn:  Allen B. Shaw
                           Fax:  (910) 759-7666

Copies To:                 Goodwin, Procter & Hoar, LLP
                           Exchange Place
                           53 State Street
                           Boston, MA  02109
                           Attn:  David F. Dietz, P.C.
                           Fax:  (617) 523-1231

To Programmer:             American Radio Systems Corporation
                           116 Huntington Avenue
                           Boston, MA  02116
                           Attn:  Steven B. Dodge, President
                           Fax:  (617) 375-7575

Copies To:                 American Radio Systems Corporation
                           116 Huntington Avenue
                           Boston, MA  02116
                           Attn:  Michael B. Milsom, Esq.
                           Fax:  (617) 375-7575

                           Dow, Lohnes and Albertson
                           1200 New Hampshire Ave., N.W.
                           Suite 800
                           Washington, DC  20036
                           John R. Feore, Jr. Esq.
                           Fax:  (202) 857-2900


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         7.11   Severability.   If  any  provision  of  this  Agreement  or  the
application  thereof  to  any  person  or  circumstances  shall  be  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of such  provision  to other  persons  or  circumstances  shall not be  affected
thereby and shall be enforced to the greatest extent permitted by law.

         7.12  Specific  Performance.  The parties  recognize  that in the event
Licensee  should  refuse to  perform  under the  provisions  of this  Agreement,
monetary  damages  alone will not be  adequate.  Programmer  shall  therefore be
entitled to seek specific  performance  of all terms of this  Agreement.  In the
event of any  action to  enforce  this  Agreement,  Licensee  hereby  waives the
defense that there is adequate remedy at law.

         7.13  Arbitration.  Any  dispute  arising  out of or  related  to  this
Agreement that Licensee and Programmer are unable to resolve by themselves shall
be  settled  by  arbitration  in  Boston,  Massachusetts  by a  panel  of  three
arbitrators.  Licensee and  Programmer  shall each  designate one  disinterested
arbitrator and the two arbitrators designated shall select the third arbitrator.
The persons  selected as arbitrators need not be professional  arbitrators,  and
persons such as lawyers,  accountants  and bankers shall be  acceptable.  Before
undertaking to resolve a dispute, each arbitrator shall be duly sworn faithfully
and fairly to hear and examine the matters in controversy and to make just award
according to the best of his or her understanding. The arbitration hearing shall
be conducted in accordance with the commercial arbitration rules of the American
Arbitration  Association.  The written decision of a majority of the arbitrators
shall be final and binding on Licensee and Programmer. The costs and expenses of
the arbitration  proceeding shall be assessed between Licensee and Programmer in
a manner to be decided  by a majority  of the  arbitrators,  and the  assessment
shall be set forth in the decision and award of the arbitrators. Judgment on the
award,  if it is not paid within thirty days, may be entered in any court having
jurisdiction over the matter. No action at law or in equity based upon any claim

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arising out of or related to this Agreement  shall be instituted in any court by
Licensee  or  Programmer  against  the  other  except:  (i) an  action to compel
arbitration pursuant to this Section, (ii) an action to enforce the award of the
arbitration panel rendered in accordance with this Section;  or (iii) a suit for
specific performance pursuant to Section 7.12.

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

                                    LICENSEE:
                                    CRESCENT COMMUNICATIONS L.P.
                                    By: CRESCENT COMMUNICATIONS GP, INC.,
                                          Its General Partner



                                    By:  _____________________________________



                                    PROGRAMMER:
                                    AMERICAN RADIO SYSTEMS CORPORATION


                                    By:   ____________________________________




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