Exhibit 10.10




                            TIME BROKERAGE AGREEMENT

                                     between

                           GREATER BOSTON RADIO, INC.
                                   as Licensee

                                       and

                       AMERICAN RADIO SYSTEMS CORPORATION
                                 as Time Broker


                            Dated as of May 14, 1997


















<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                                                                                   Page
<S>                                                                                                 <C>

ARTICLE ONE...........................................................................................1
      1.1.      Broadcast of Programming..............................................................1
      1.2.      Payment...............................................................................1
      1.3.      Licensee's Programming................................................................2
      1.4.      Term..................................................................................2

ARTICLE TWO                 Programming and Operating Standards and Practices.........................2
      2.1.      Compliance with Standards.............................................................2
      2.2.      Political Broadcasts..................................................................3
      2.3.      Handling of Communications............................................................3
      2.4.      Preemption............................................................................3
      2.5.      Rights in Programs....................................................................4
      2.6.      "Payola" and "Plugola"................................................................4
      2.7.      Advertising and Programming...........................................................4
      2.8.      Compliance with Laws..................................................................4
      2.9.      Certifications........................................................................4

ARTICLE THREE               Responsibility for Employees and Expenses.................................5
      3.1.      Time Broker's Employees...............................................................5
      3.2.      Licensee's Employees..................................................................5
      3.3.      Time Broker's Expenses................................................................5
      3.4.      Operating Expenses....................................................................5

ARTICLE FOUR                Assignment of Certain Agreements and Rights...............................6
      4.1.      Assignment............................................................................6
      4.2.      Proration.............................................................................6
      4.3.      Accounts Receivable...................................................................7

ARTICLE FIVE                Operation of Station......................................................7

ARTICLE SIX                 Facilities and License....................................................8
      6.1.      Facilities............................................................................8
      6.2.      License to Use Station Call Letters...................................................8


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ARTICLE SEVEN               Indemnification...........................................................8
      7.1.      Indemnification Rights................................................................8
      7.2.      Procedures............................................................................9

ARTICLE EIGHT               Default...................................................................9
      8.1.      Events of Default.....................................................................9
      8.2.      Cure Periods.........................................................................10

ARTICLE NINE                Termination..............................................................10
      9.1.      Termination Upon Default.............................................................10
      9.2.      Certain Matters Upon Termination.....................................................11

ARTICLE TEN                 Remedies.................................................................11

ARTICLE ELEVEN              Certain Representations, Warranties and Covenants of the Parties.........12
      11.1.     Representations, Warranties and Covenants of Time Broker.............................12
      11.2.     Covenant of Licensee.................................................................12

ARTICLE TWELVE              Miscellaneous............................................................12
      12.1.     Notices..............................................................................12
      12.2.     Entire Agreement.....................................................................14
      12.3.     Assignment...........................................................................14
      12.4.     No Third Party Beneficiaries.........................................................14
      12.5.     Amendment; Waiver....................................................................14
      12.6.     Interpretation.......................................................................14
      12.7.     Severability.........................................................................14
      12.8.     Counterparts.........................................................................14
      12.9.     Governing Law; Jurisdiction..........................................................15
      12.10.    No Joint Venture.....................................................................15
      12.11.    Damage to Station....................................................................15
      12.12.    Noninterference......................................................................15
      12.13.    Regulatory changes...................................................................15
      12.14.    Publicity............................................................................15

</TABLE>


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                                    SCHEDULES

Schedule 1.1                    Programming
Schedule 2.1                    Programming Policy





                                      iii

<PAGE>

                            TIME BROKERAGE AGREEMENT


           TIME BROKERAGE AGREEMENT, dated as of May 14, 1997 (the "Agreement"),
between GREATER BOSTON RADIO,  INC., a Delaware  corporation  ("Licensee"),  and
AMERICAN RADIO SYSTEMS  CORPORATION,  a Delaware  corporation  ("Time  Broker").
Licensee is the licensee of radio station WNFT(AM),  Boston,  Massachusetts (the
"Station").

           WHEREAS,  concurrently with the execution of this Agreement, Licensee
and Time Broker are entering into an Asset  Purchase  Agreement  (the  "Purchase
Agreement")  providing  for the sale of the  Station by  Licensee to Time Broker
upon the terms and conditions set forth therein; and

           WHEREAS,  Licensee and Time Broker  desire to enter into an agreement
providing for the sale of substantially all of the broadcast time of the Station
to Time Broker,  subject to the rules and policies of the Federal Communications
Commission (the "FCC");

           NOW THEREFORE,  in  consideration  of the foregoing and of the mutual
promises,  covenants,  and  conditions  set forth  below,  the parties  agree as
follows:

                                   ARTICLE ONE
  
         1.1.  Broadcast of  Programming.  Effective as of 12:01 a.m. on June 1,
1997 (the  "Commencement  Date"),  Licensee shall  broadcast on the Station,  or
cause to be broadcast on the Station, programs which are presented to it by Time
Broker  as   described   in  greater   detail  on   Schedule   1.1  hereto  (the
"Programming").

         1.2. Payment. (a) In consideration of the broadcast time on the Station
provided to Time Broker pursuant to this Agreement, Time Broker shall (i) pay to
Licensee  a  monthly  fee  of  $25,000  for  the   broadcast  of  Time  Broker's
programming,  prorated for any partial  month and payable on the tenth day after
the  end of each  calendar  month  following  the  Commencement  Date  and  (ii)
reimburse Licensee for certain expenses in accordance with Section 3.4 hereof.

           (b) During the Term, as defined in Article 1.4,  Licensee  shall make
available  broadcast  time on the Station  for the  broadcast  of Time  Broker's
Programming  for up to One Hundred Sixty Five (165) hours a week for the term of
this  agreement  except  for (i)  downtime  occasioned  by  routine  maintenance
consistent  with the  Station's  prior  practice;  (ii) times when Time Broker's
Programming  is not  accepted or is  preempted  by Licensee in  accordance  with
Section 2.4 hereof or because such Programming does not satisfy the







<PAGE>



standards of Schedule 1.1 or 2.1 hereto;  and (iii) Force Majeure Events,  which
shall be defined as any  failure or  impairment  of  facilities  or any delay or
interruption  in  broadcasting  the  Programming  not directly or indirectly the
fault of Licensee or its employees or agents,  or failure at any time to furnish
the facilities in whole or in part for  broadcasting due to acts of God, strikes
or threats  thereof,  force  majeure or any other  causes  beyond the control of
Licensee.

           (c)  Except as to  actions  taken in  accordance  to with  Licensee's
rights under Section 1.2(b) hereof because Time Broker's  Programming  would not
comply with the rules and  regulations  of the FCC,  in the event that  Licensee
preempts,  deletes, delays,  suspends,  cancels or fails to broadcast any of the
Programming  and/or causes any of the  Programming  to be broadcast in a daypart
other than the daypart for which the Time Broker provided such Programming, Time
Broker shall receive a credit equal to the pro rata portion of fees paid for the
broadcast of the Programming for the month in which such  preemption,  deletion,
delay, suspension, cancellation or failure to broadcast occurs.

         1.3.  Licensee's  Programming.  Licensee  shall present  public service
programming  responsive  to the needs,  concerns and issues of importance of the
Station's community of license, as set forth on Schedule 1.1 hereto.

         1.4. Term. This Agreement shall commence on the  Commencement  Date and
shall  terminate  on the earlier of (i) 12:01 a.m. on the Closing Date under the
Purchase Agreement,  (ii) the date that the Purchase Agreement is terminated and
(iii) the date this Agreement is terminated pursuant to Section 9.1 hereof.

                                   ARTICLE TWO

                Programming and Operating Standards and Practices
  
         2.1.  Compliance  with  Standards.  All  Programming  delivered by Time
Broker  and  all  programming  supplied  by  Licensee  during  the  term of this
Agreement shall be in accordance with applicable statutes,  FCC requirements and
the programming policies set forth on Schedule 2.1 hereto. Licensee reserves the
right to refuse to broadcast any  Programming  containing  matter which Licensee
believes is not in the public  interest or may be  violative of any right of any
third party, or which may constitute a "personal attack" as that term is defined
by the FCC or which  Licensee  reasonably  determines  is, or in the  reasonable
opinion of Licensee may be deemed to be, indecent (and not broadcast  during the
safe harbor for indecent  programming  established by the FCC) or obscene by the
FCC or any court or other  regulatory  body with  authority over Licensee or the
Station. If Time Broker does not adhere to the foregoing requirements,  Licensee
may  refuse to  broadcast  any  specific  program,  or part  thereof,  not so in
compliance.




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         2.2.  Political  Broadcasts.  Time Broker shall maintain and deliver to
Licensee  all  records and  information  required by the FCC to be placed in the
public  inspection file of the Station  pertaining to the broadcast of political
programming  and  advertisements,  in accordance with the provisions of Sections
73.1940 and 73.3526 of the FCC's rules.  Time Broker shall consult and cooperate
with Licensee and adhere to all applicable  statutes and the rules,  regulations
and  policies of the FCC, as  announced  from time to time,  with respect to the
carriage  of  political  advertisements  and  programming  (including,   without
limitation,  the rights of  candidates  and,  as  appropriate,  others to "equal
opportunities") and the charges permitted  therefor.  Time Broker shall promptly
provide to Licensee such documentation  relating to such programming as Licensee
is  required  to  maintain  in its  public  inspection  file or  Licensee  shall
reasonably request.

         2.3.  Handling of  Communications.  Time Broker  shall  cooperate  with
Licensee in promptly  responding  to all mail,  cables,  telegrams  or telephone
calls  directed to the Station in connection  with the  Programming  provided by
Time Broker or any other matter relevant to its responsibilities hereunder. Time
Broker shall provide to Licensee copies of all such  correspondence as necessary
for  Licensee to comply with the rules and  policies of the FCC.  Promptly  upon
notice thereof, Time Broker shall advise Licensee of any public or FCC complaint
or inquiry known to Time Broker concerning such  Programming,  and shall provide
Licensee  with  copies  of any such  letters  to Time  Broker  from the  public,
including complaints concerning such Programming.  Upon Licensee's request, Time
Broker shall  broadcast  material  responsive to such  complaints and inquiries.
Notwithstanding  the  foregoing,  Licensee shall handle all matters or inquiries
relating  to FCC  complaints  and any other  matters  required  to be handled by
Licensee under the rules and regulations of the FCC in accordance with the rules
and regulations of the FCC.

         2.4.  Preemption.  Licensee may, from time to time, preempt portions of
the  Programming to broadcast  emergency  information or programs it deems would
better serve the public interest, and shall have the absolute right to refuse to
broadcast any program or  announcement  of Time Broker should Licensee deem such
program or  announcement  to be contrary to the public  interest as set forth in
Section 2.1 hereof.  Time Broker  shall be notified at least one week in advance
of any  preemption  of any of the  Programming  for the purpose of  broadcasting
programs  Licensee  deems  necessary  to serve the public  interest  unless such
advance notice is impossible or impractical, in which case Licensee shall notify
Time Broker  promptly upon making such  determination.  Licensee  represents and
covenants  that  preemption  shall  only  occur  to the  extent  Licensee  deems
preemption reasonably necessary to carry out its obligations as an FCC licensee,
and expressly  agrees that its right of preemption  shall not be exercised in an
arbitrary manner or for the commercial  advantage of Licensee or others.  In the
event that Licensee preempts more than 30 hours of Programming and announcements
over any consecutive 30 day period, then Time Broker



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shall be entitled at its sole option to terminate this Agreement without further
obligation to Licensee except for payments (if any) already due to Licensee.

         2.5.  Rights in Programs.  All right,  title and interest in and to the
Programming, and the right to authorize the use of the Programming in any manner
and in any media  whatsoever,  shall be and remain vested at all times solely in
Time Broker.

         2.6.  "Payola"  and  "Plugola".  Time  Broker  agrees that it will take
steps, including the continuation of Licensee's system for periodic execution of
affidavits,  reasonably  designed to assure that neither it nor its employees or
agents  will  accept any gift,  gratuity  or other  consideration,  directly  or
indirectly,  from  any  person  or  company  for the  playing  of  records,  the
presentation of any programming or the broadcast of any commercial  announcement
over the Station  without such broadcast  being  identified as sponsored and the
name of such  sponsor  provided.  It is further  understood  and agreed  that no
commercial  message,  endorsement  or  reference  shall be made to any  business
venture,  profit-making  activity or commercial  interest without such broadcast
being identified as sponsored and the name of such sponsor provided.

         2.7.  Advertising and Programming.  Beginning on the Commencement Date,
Time Broker shall be solely  responsible for any expenses incurred in connection
with and  shall be  entitled  to all  revenue  from the sale of  advertising  or
program  time on the  Station  broadcast  on or  after  the  Commencement  Date.
Licensee  shall remain  entitled to all revenue from the sale of  advertising or
program time on the Station broadcast prior to the Commencement  Date.  Licensee
will not enter into any  contract  or  advertising  arrangement  on or after the
Commencement  Date  except with the prior  written  consent of Time Broker or in
accordance  with  Section  1.3 or 2.4  hereof.  Time  Broker does not assume any
obligation of Licensee  under any contract or  advertising  arrangement  entered
into by  Licensee  on or after the  Commencement  Date.  Time Broker will advise
Licensee of its lowest unit charges for political advertising.

         2.8.  Compliance  with  Laws.  At all  times  during  the  term of this
Agreement,  Time Broker and Licensee shall comply in all material  respects with
all applicable federal, state and local laws, rules and regulations.

         2.9. Certifications. Pursuant to Section 73.3555(a)(3)(ii) of the FCC's
rules,  Licensee  certifies  that it shall  maintain  ultimate  control over the
Station's  facilities,  including  specifically  control over station  finances,
personnel  and  programming,  and Time  Broker  certifies  that  this  Agreement
complies with the provisions of Section 73.3555(a)(1) of the FCC's rules.




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                                  ARTICLE THREE

                    Responsibility for Employees and Expenses
  
         3.1.  Time  Broker's  Employees.   Time  Broker  shall  employ  and  be
responsible for the payment of salaries,  taxes, insurance,  health benefits and
all  other  costs  related  to  all  personnel  used  in the  production  of the
Programming, the sale of advertising time and for personnel employed in clerical
and administrative  functions  incident thereto.  Time Broker will not incur any
liability  on account  of the  Licensee's  employees  relating  to the  Station,
including,  without limitation, any such liability for sales commissions (except
as described in Section 4.2 hereof) and any liability on account of unemployment
insurance contributions,  termination and severance payments, accrued sick leave
or accrued  vacation.  Whenever at the main studio or otherwise on the Station's
premises,  all of Time Broker's employees shall be subject to the supervision of
the Licensee's manager and/or chief operator.

         3.2. Licensee's  Employees.  Licensee shall continue to employ at least
two persons at the Station:  a full-time,  management level employee,  who shall
report and be solely  accountable to Licensee and shall be  responsible  for the
operations of the Station,  and a staff- level  employee who shall report to and
assist the manager in the  performance  of his or her duties.  Licensee shall be
responsible for the compensation,  taxes, insurance, health benefits and related
costs of such  employees.  One of the persons  employed  by Licensee  shall be a
qualified  engineer  who  shall be  designated  chief  operator  as that term is
defined under the rules and regulations of the FCC, and who shall be responsible
for  ensuring  that the  Station is operated in  compliance  with the  technical
operating and reporting requirements established by the FCC.

         3.3.  Time  Broker's  Expenses.  Time  Broker  shall  pay for all costs
associated with the production and delivery of the Programming,  including,  but
not limited to, (i) all ASCAP,  BMI, SESAC and other  copyright  fees,  (ii) any
expenses  incurred in connection  with the sale of  advertising  time  hereunder
(including,  without  limitation,  sales  commissions)  in  connection  with the
Programming and (iii) 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).

         3.4.  Operating  Expenses.  Licensee shall be responsible for and shall
timely pay (a) all  salaries  and related  costs for the  personnel  employed by
Licensee  pursuant  to Section  3.2 hereof and (b) all  expenses  related to the
transmitter facilities of the Station, including, but not limited to, rent, real
estate and personal property taxes, insurance, regulatory fees, utility fees and
maintenance  and repair  costs.  Time Broker  shall  reimburse  Licensee for its
ordinary  and  customary  expenses  (excluding  only salary and benefits for the
persons  employed by Licensee  pursuant to Section 3.2 hereof and electricity at
the transmitter site for





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the  Station)  incurred  in  operating  the  Station  arising  on or  after  the
Commencement  Date (the "Operating  Expenses"),  including,  but not limited to,
maintenance  of the tower  and  transmitter  equipment,  rent and  utilities  at
Licensee's studio  facilities,  rent and utilities other than electricity at the
transmitter site for the Station,  any capital expense at the transmitter  site,
insurance and insurance  deductibles on claims.  Licensee shall bill Time Broker
for such  expenses as they are incurred by delivery of a statement in reasonable
detail with back-up  invoices,  payment for which shall be due within 30 days of
such  billing.  Licensee will consult with Time Broker  before  undertaking  any
routine  maintenance  work that will require  reimbursement by Time Broker in an
amount in excess of $1,000.

                                  ARTICLE FOUR

                   Assignment of Certain Agreements and Rights
  
         4.1.  Assignment.  On the Commencement  Date,  Licensee shall assign to
Time  Broker  all  contracts,  commitments  and  other  agreements  set forth on
Schedule 2.1(d) of the Purchase  Agreement and any other such agreements entered
into by Licensee between the date hereof and the Commencement  Date for the sale
of time on the Station  (the "Time Sales  Agreements",  together  with all other
such contracts, commitments or other agreements, collectively, the "Contracts").
Time Broker shall, on and as of the Commencement  Date,  assume and become fully
liable and responsible  for all liabilities and obligations of Licensee  arising
on or after the  Commencement  Date under the  Contracts.  Licensee has provided
Time  Broker  with  true  and  complete  copies,  including  amendments,  of the
Contracts.  The  Contracts  are freely  assignable,  or, if consent of the other
contracting party to the assignment is required,  Licensee and Time Broker shall
use their  reasonable  best  efforts  to obtain  such  consent  as  promptly  as
practicable. If Licensee is unable to obtain any consent necessary to permit the
valid  assignment of a Contract,  Licensee  shall act as Time Broker's  agent in
connection  with such  Contract  and the parties  shall  cooperate to cause Time
Broker to receive the benefit of the  Contract in exchange  for  performance  by
Time Broker of all of Licensee's obligations under such Contract (including, but
not limited to, the payment by Licensee of all amounts due under such Contract).

         4.2.  Proration.  All expenses and income  arising  under the Contracts
shall be prorated between  Licensee and Time Broker as of the Commencement  Date
in  a  manner  such  that  the  costs  and  benefits  thereunder  prior  to  the
Commencement Date shall be for the account of Licensee and,  thereafter,  during
the term of this Agreement,  for the account of Time Broker. With respect to the
preceding,  Licensee shall be responsible for paying sales  commissions  arising
and accruing prior to the  Commencement  Date,  but Time Broker shall  reimburse
Licensee  for such sales  commissions  to the extent that the revenue  from such
sales  relates  to  advertising  or  programming   broadcast  on  or  after  the
Commencement  Date.  If any  disagreement  with respect to the proration of such
income and expenses cannot be resolved


                                       6




<PAGE>

by the  parties,  Licensee  and  Time  Broker  will  select a  certified  public
accountant  knowledgeable in the broadcast industry to resolve the dispute.  The
parties  will use their  commercially  reasonable  best efforts in good faith to
cause to occur as  expeditiously  as possible the  appointment  of the certified
public  accountant,  and once  appointed,  the  resolution  of the dispute.  The
decision  of such  accountant  shall be binding on the  parties  and  subject to
judicial  enforcement.  One-half of the cost of the accountant  shall be paid by
each party.

         4.3.  Accounts  Receivable.  On the  Commencement  Date,  Licensee will
deliver to Time Broker a list of Licensee's accounts receivable arising from the
operation of the Station  prior to the  Commencement  Date (the  "Receivables").
Time  Broker  shall use  commercially  reasonable  best  efforts to collect  the
Receivables  after  the  Commencement  Date for a period  of 120 days  after the
Commencement Date (the "Collection Period"). All amounts received by Time Broker
from payors with accounts  included among the Receivables shall be applied first
to the Receivables  unless payor designates  otherwise.  For each calendar month
during the  Collection  Period,  within 10 days of the end of each such calendar
month Time Broker will deliver to Licensee a monthly  accounting of  collections
made with respect to the Receivables and remit to Licensee all amounts collected
by  Time  Broker  on  account  of  the  Receivables.  At the  conclusion  of the
Collection Period, any remaining Receivables shall be reassigned to Licensee and
Time  Broker  shall have no further  obligation  with  respect to any  remaining
Receivables.  If, during the  Collection  Period,  a dispute arises between Time
Broker and a debtor with respect to an account  included among the  Receivables,
Time Broker may return that  account to Licensee  and collect  from such account
debtor  the  amounts  owed  to Time  Broker  for  services  provided  after  the
Commencement Date.

                                  ARTICLE FIVE

                              Operation of Station
  
         Notwithstanding  any  provision  of  this  Agreement  to the  contrary,
Licensee  shall retain full authority and power with respect to the operation of
the Station during the term of this Agreement. The parties agree and acknowledge
that Licensee's  continued control of the Station is an essential element of the
continuing validity and legality of this Agreement.  Accordingly, Licensee shall
employ  personnel  (not  less than one  full-time  managerial  employee  and the
equivalent  of one  full-time  staff  employee)  as Licensee  determines  may be
necessary to fulfill its obligations as a licensee under the  Communications Act
of 1934,  as amended  (the  "Communications  Act").  Licensee  shall retain full
authority  and control over the  policies,  programming  and  operations  of the
Station,  including,   without  limitation,  the  decision  whether  to  preempt
programming  in  accordance  with Section 2.4 hereof.  Licensee  shall have full
responsibility to effectuate compliance with the Communications Act and with FCC
rules, regulations and policies.




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<PAGE>




                                   ARTICLE SIX

                             Facilities and License
  
         6.1.  Facilities.  Effective as of the Commencement Date and subject to
Section 12.11  hereof,  Time Broker shall be  responsible  for  maintaining  all
studio and office space and other  facilities and all equipment and  furnishings
contained  therein in the production and  broadcasting  of the  Programming  and
sales and administration relating thereto.

         6.2.  License  to  Use  Station  Call  Letters.  Effective  as  of  the
Commencement  Date,  Licensee  grants Time Broker a license to use the Station's
call letters "WNFT" in the production and  broadcasting  of the  Programming and
sales and  administration  relating  thereto,  in accordance  with the terms set
forth in this Section 6.2 (the "Call Letters License"). The Call Letters License
shall have a term beginning on the Commencement Date and ending upon the earlier
of (a)  termination  of this  Agreement  and (b) the  Closing (as defined in the
Purchase Agreement).

                                  ARTICLE SEVEN

                                 Indemnification
  
         7.1.  Indemnification  Rights.  Each  party  will  indemnify  and  hold
harmless the other party,  and the directors,  officers,  employees,  agents and
affiliates  of such  other  party,  from  and  against  any  and all  liability,
including,  without  limitation,  reasonable  attorneys'  fees arising out of or
incident  to (i) any  breach  by such  party of a  representation,  warranty  or
covenant made herein,  (ii) the programming  produced or furnished by such party
hereunder,  or (iii) the conduct of such party,  its  employees,  contractors or
agents (including  negligence) in performing its or their obligations hereunder.
Without limiting the generality of the foregoing,  each party will indemnify and
hold harmless the other party, and the directors,  officers,  employees,  agents
and  affiliates of such other party,  from and against any and all liability for
libel,  slander,  infringement  of trademarks,  trade names,  or program titles,
violation of rights of privacy,  and  infringement of copyrights and proprietary
rights resulting from the programming produced or furnished by it hereunder. The
parties' indemnification  obligations hereunder shall survive any termination or
expiration of this Agreement for a period of one year.

         7.2.  Procedures.  In the case of any claim  asserted  by a third party
against  a  party  entitled  to   indemnification   under  this  Agreement  (the
"Indemnified  Party"), a notice of claim shall be given by the Indemnified Party
to the party  required to provide  indemnification  (the  "Indemnifying  Party")
promptly after such Indemnified Party has actual knowledge of any




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<PAGE>


claim as to which  indemnity  may be sought,  and the  Indemnified  Party  shall
permit the  Indemnifying  Party (at the expense of such  Indemnifying  Party) to
assume the defense of any claim or any litigation resulting therefrom,  provided
that the Indemnified  Party may participate in such defense at such  Indemnified
Party's  expense and the omission by any  Indemnified  Party to give a notice of
claim shall not relieve the Indemnifying Party of its indemnification obligation
under  this  Agreement  except to the  extent  that such  Indemnifying  Party is
materially  damaged as a result of such failure to give notice.  Except with the
prior written  consent of the Indemnified  Party, no Indemnifying  Party, in the
defense of any such claim or litigation,  shall consent to entry of any judgment
or order,  interim or otherwise,  or enter into any settlement that provides for
injunctive or other  nonmonetary  relief affecting the Indemnified Party or that
does not include as an unconditional term thereof the giving by each claimant or
plaintiff to such Indemnified Party of a release from all liability with respect
to such  claim or  litigation.  In the event the  Indemnifying  Party  elects to
assume the defense of such claim or litigation, the Indemnifying Party shall not
be liable to the  Indemnified  Party under this  Article  Seven for any legal or
other expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof, provided that the Indemnified Party shall have the right to
employ  counsel to represent it if either (a) such claim or litigation  involves
remedies  other than  monetary  damages and such  remedies,  in the  Indemnified
Party's  reasonable  judgment,  could  have a  material  adverse  effect on such
Indemnified  Party or (b) the Indemnified  Party may have available to it one or
more defenses or counterclaims  which are inconsistent with one or more of those
claims alleged by the  Indemnifying  Party. If the  Indemnifying  Party does not
elect to assume the defense of such claim or litigation,  the Indemnified  Party
shall act  reasonably and in accordance  with its good faith  business  judgment
with  respect  thereto,  and shall not  settle or  compromise  any such claim or
litigation  without the consent of the Indemnifying  Party,  which consent shall
not be unreasonably  withheld.  The parties hereto agree to render to each other
such assistance as may reasonably be requested in order to insure the proper and
adequate defense of any such claim or litigation.

                                  ARTICLE EIGHT

                                     Default
  
         8.1.  Events of Default.  The  following,  after the  expiration of the
applicable cure periods specified in Section 8.2 hereof, shall constitute Events
of Default under this Agreement:

         (a) Default in Covenants.  Time  Broker's or Licensee's  default in the
observance  or  performance  of any  material  covenant,  condition or agreement
contained herein;




                                       9



<PAGE>


         (b) Breach of Representation  or Warranty.  Time Broker's or Licensee's
material breach of any  representation  or warranty made by it herein, or in any
certificate or document furnished pursuant to the provisions hereof, which shall
prove to have been false or  misleading  in any material  respect as of the time
made or furnished; or

         (c) Default under the Purchase  Agreement.  At any time during the term
of this Agreement in which the Purchase  Agreement is in effect,  the occurrence
of an event of default under the Purchase Agreement.

         8.2.  Cure  Periods.  An Event of  Default  shall not be deemed to have
occurred  until  15  days  after  the  non-defaulting  party  has  provided  the
defaulting party with written notice  specifying the event or events that if not
cured would  constitute  an Event of Default,  and such event has not been cured
within such time period.

                                  ARTICLE NINE

                                   Termination
  
         This Agreement shall automatically terminate upon the expiration of the
term of this  Agreement as set forth in Section 1.3 hereof.  In  addition,  this
Agreement shall terminate as provided below.

         9.1.  Termination Upon Default. In addition to other remedies available
to the parties  hereto at law or equity,  and in  addition  to other  provisions
providing for termination  herein, this Agreement may be terminated as set forth
below by either  Licensee or Time  Broker by written  notice to the other if the
party  seeking to  terminate is not then in material  default or breach  hereof,
upon either:

         (a) an uncured Event of Default; or

         (b) a change in FCC rules,  policies or precedent that would cause this
Agreement to be in violation thereof and such change is final, in effect and has
not been stayed, and the parties are unable, after negotiating in good faith for
at least 30 days,  to modify  this  Agreement  to comply  with the change in FCC
rules,  policies or precedent;  provided,  however, that either party's right to
terminate  this  Agreement  pursuant  to this  Section  9.1(b) may be  exercised
regardless of whether such party is in default hereunder.





                                       10


<PAGE>




         9.2. Certain Matters Upon Termination. (a) Upon any termination of this
Agreement (any such date, a "Termination Date"),  Licensee shall have no further
obligation  to  provide  to  Time  Broker  any   broadcast   time  or  broadcast
transmission  facilities,  except that  Licensee  shall  assume and perform Time
Broker's obligations to broadcast  commercial  advertising after the Termination
Date and receive all revenues  attributable to all such  advertising,  provided,
that (i) each of the contracts or agreements  relating to such advertising to be
assumed by Licensee is terminable by Licensee  within 30 days of the Termination
Date and (ii) with respect to trade and barter agreements, no net negative trade
balance  exists  in  favor of such  advertisers  in  excess  of  $20,000  in the
aggregate.  Except as set forth in the preceding sentence, upon any termination,
Time Broker shall be responsible for all debts and obligations of Time Broker to
third  parties based upon the purchase of air time on the Station and the use of
Licensee's transmission facilities relating to the Station,  including,  without
limitation, accounts payable.

         (b) If this Agreement  terminates other than as a result of the Closing
(as defined in the Purchase Agreement), Time Broker shall (i) assign to Licensee
and  Licensee  shall  assume  the  Contracts  in  effect  on the  date  of  such
termination or expiration;  (ii) be responsible for only those obligations under
the  Contracts  arising  on or after  the  Commencement  Date  and  prior to the
termination  of this  Agreement;  and (iii) be  responsible  for  collecting the
accounts  receivable  arising from Time Broker's  operation of the Station on or
after the Commencement Date ("Time Broker's Receivables").  In addition, if this
Agreement  terminates  other  than as a result of the  Closing,  Licensee  shall
reimburse  Time  Broker  for sales  commissions  paid by Time  Broker  for sales
relating to Time Sales Agreements to the extent that the revenue from such sales
relates to commercial  announcements  to be broadcast  after the  termination of
this Agreement.

         (c) Notwithstanding  anything in Section 7.1 hereof to the contrary, no
expiration or termination of this  Agreement  shall  terminate the obligation of
each party to indemnify  the other for claims under Section 7 hereof or limit or
impair any party's  rights to receive  payments  due and owing  hereunder  on or
before the date of such termination.

                                   ARTICLE TEN

                                    Remedies
   
         In  addition  to a party's  rights  of  termination  hereunder  (and in
addition to any other  remedies  available to it or provided  under law), in the
event of an uncured Event of Default with respect to either party, the other may
seek specific performance of this Agreement,  in which case the defaulting party
shall  waive the  defense in any such suit that the other  party has an adequate
remedy  at law and  interpose  no  opposition,  legal  or  otherwise,  as to the
propriety of specific performance as a remedy hereunder.



                                       11



<PAGE>



                                 ARTICLE ELEVEN

        Certain Representations, Warranties and Covenants of the Parties
   
         11.1.  Representations,  Warranties and Covenants of Time Broker.  Time
Broker hereby  represents and warrants to Licensee that Time Broker is qualified
in accordance with the  Communications  Act and the published rules and policies
of the FCC to enter into this  Agreement and provide  Programming on the Station
in accordance  with its terms.  Between the date hereof and the  termination  of
this Agreement either by the Closing under the Purchase Agreement or the earlier
termination in accordance  with Article 9 hereof,  Time Broker will not take any
action that Time Broker  knows,  or has reason to believe,  would  disqualify it
from discharging its obligations pursuant to this Agreement.

         11.2.  Covenant of Licensee.  Licensee hereby  covenants to Time Broker
that during the term hereof,  (i) Licensee  shall take no action which will have
the effect of reducing the effective  radiated power and the current coverage of
the Station,  except in connection  with  necessary  maintenance  of or near the
transmission  facilities of the Station and (ii)  Licensee  shall not enter into
any contract or advertising arrangement on or after the Commencement Date except
with the prior written  consent of Time Broker or in accordance with Section 1.3
or 2.4 hereof.

                                 ARTICLE TWELVE

                                  Miscellaneous
   
         12.1. Notices. All notices,  requests, demands and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given or
made as  follows:  (a) if sent by  registered  or  certified  mail in the United
States  return  receipt  requested,  upon  receipt;  (b) if  sent  by  reputable
overnight air courier (such as DHL or Federal Express),  two business days after
deposit with such  courier;  (c) if sent by fax,  with a copy mailed on the same
day in the manner provided in (a) or (b) above,  when transmitted and receipt is
confirmed by telephone; or (d) if otherwise actually personally delivered,  when
delivered, and shall be addressed as follows:





                                       12


<PAGE>


                If to Licensee:

                      Greater Boston Radio, Inc.
                      c/o Greater Media, Inc.
                      P.O. Box 1059
                      Two Kennedy Boulevard
                      East Brunswick, New Jersey  08816
                      Attention:  Barbara Burns
                      Phone:  (908) 247-6161
                      Fax:    (908) 247-4956

                with a copy to:

                      Debevoise & Plimpton
                      875 Third Avenue
                      New York, New York  10022
                      Attention:  Richard D. Bohm
                      Phone:  (212) 909-6226
                      Fax:     (212) 909-6836

                If to Time Broker:

                      American Radio Systems Corporation
                      116 Huntington Avenue
                      Boston, Massachusetts  02116
                      Attention:  Michael B. Milsom
                      Phone:  (617) 375-7500
                      Fax:  (617) 375-7575

                with a copy to:

                      Dow, Lohnes & Albertson, PLLC
                      1200 New Hampshire  Avenue, N.W.
                      Suite 800
                      Washington, D.C.  20036-6802
                      Attention:  John T. Byrnes, Jr.
                      Phone:  (202) 776-2000
                      Fax:  (202) 776-2222

or to such other  address or to such other person as the party to whom notice is
given may have  previously  furnished  to the other in writing in the manner set
forth above.



                                       13



<PAGE>



         12.2.  Entire  Agreement.   This  Agreement  (including  the  Schedules
hereto),  together  with  the  Purchase  Agreement  and the  Schedules  thereto,
constitute the entire agreement between Time Broker and Licensee with respect to
the subject matter hereof and supersede all prior agreements and understandings,
oral and written,  between Time Broker and Licensee  with respect to the subject
matter hereof.

         12.3. Assignment.  Neither this Agreement nor any rights or obligations
hereunder may be assigned by Licensee or Time Broker without the written consent
of the other party hereto.

         12.4. No Third Party  Beneficiaries.  Nothing in this  Agreement  shall
confer any rights upon any person or entity  other than the  parties  hereto and
their respective permitted successors and assigns.

         12.5.  Amendment;  Waiver. No amendment,  waiver of compliance with any
provision or condition  hereof,  or consent  pursuant to this Agreement shall be
effective  unless  evidenced  by an  instrument  in writing  signed by the party
against whom enforcement of any amendment, waiver or consent is sought.

         12.6.  Interpretation.  The section  headings in this Agreement are for
convenience  of  reference  only and shall not be deemed to alter or affect  the
meaning or interpretation of any provision hereof.

         12.7. Severability. Whenever possible, each provision of this Agreement
shall be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable law, and if any provision of this Agreement is interpreted by a court
of competent jurisdiction and found to be invalid or unenforceable,  neither the
enforceability  nor the  validity of such  provisions  with respect to any other
facts  or  under  any  other  circumstances  shall  thereby  be  impaired.   The
unenforceability  or  invalidity  of  any  provision  shall  not  result  in the
interpretation  of the remainder of this Agreement,  or any Section hereof, in a
manner inconsistent with intent of the parties as evidenced by the terms of this
Agreement, or such Section, as a whole.

         12.8. Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed to be an original and both of which together shall
be deemed to be one and the same agreement.

         12.9. Governing Law; Jurisdiction.  The construction and performance of
this  Agreement  shall be governed by the laws of the State of New York  without
regard to its  principles of conflict of laws,  and the state and federal courts
of New York shall have  exclusive  jurisdiction  over any  controversy  or claim
arising out of or relating to this Agreement.


                                       14




<PAGE>


         12.10.  No Joint  Venture.  The  Licensee  and Time  Broker  agree that
nothing herein shall constitute a joint venture between them.

         12.11.  Damage to Station. In the event of damage or destruction to the
Station (other than damage or destruction caused by Time Broker), Licensee shall
proceed to repair,  replace or restore  the Station to its former  condition  as
promptly as is commercially reasonable.

         12.12.  Noninterference.  During  the term of this  Agreement,  neither
Licensee nor any of its  employees  shall take any actions that might impair the
operations of Time Broker  conducted  hereunder,  except to the extent expressly
contemplated by this Agreement or as otherwise required by law.

         12.13.  Regulatory  Changes.  In the event of any order or decree of an
administrative  agency or court of competent  jurisdiction,  including,  without
limitation,  any material change or  clarification  in FCC rules,  policies,  or
precedent,  that would  cause  this  Agreement  to be  invalid  or  violate  any
applicable  law, and such order or decree has become  effective and has not been
stayed,  the parties  will use their  respective  commercially  reasonable  best
efforts  and  negotiate  in good faith to modify this  Agreement  to the minimum
extent  necessary  so as to comply  with such order or decree  without  material
economic  detriment to either party, and this Agreement,  as so modified,  shall
then continue in full force and effect. In the event that the parties are unable
to agree upon a modification  of this Agreement so as to cause it to comply with
such order or decree without material  economic  detriment to either party, then
this Agreement shall be terminated pursuant to Section 9.1(b) hereof.

         12.14.  Publicity.  Except as  required by  applicable  law or with the
other party's express written consent,  neither Time Broker nor Licensee nor any
of their respective  affiliates shall issue any press release or make any public
statement  (oral or written)  regarding the  transactions  contemplated  by this
Agreement.




                                       15




<PAGE>




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


                                  GREATER BOSTON RADIO, INC.


                                  By: _____________________________
                                        Name:
                                        Title:


                                  AMERICAN RADIO SYSTEMS
                                  CORPORATION


                                  By: _____________________________
                                        Name:
                                        Title:








                                       16



<PAGE>


                                  SCHEDULE 1.1

                                   Programming

           The  Programming  shall  consist  of up to 165  hours per week on the
Station  in a format to be chosen by Time  Broker,  subject to Section 2 of this
Agreement.  The Programming shall include (a) news and weather information;  (b)
public service  announcements  (including,  at Licensee's directive from time to
time, a reasonable  number of public  service  announcements  of local  interest
supplied by Licensee or produced by Time Broker under  Licensee's  supervision);
(c) an  announcement  in form  sufficient  to meet  the  station  identification
requirements  of the FCC at the  beginning  of  each  hour;  and  (d) any  other
announcement  that may be required by applicable  law or regulation  (including,
but not limited  to, EBS  tests).  Time  Broker  shall  maintain  and deliver to
Licensee copies of all operating and programming information, including, without
limitation,   information  concerning  portions  of  the  Programming  that  are
responsive to issues of public importance identified to Time Broker by Licensee,
EBS  announcements,  and  station  operating  logs,  necessary  for  Licensee to
maintain its FCC Public File,  and all other records  required to be kept by FCC
rule or policy.  Time  Broker  shall have the sole and  exclusive  right to sell
advertising  to be included in the  Programming  and shall be entitled to retain
all the revenues derived from the sale thereof, provided, however, that Licensee
shall be  entitled  to sell such time as it deems  necessary  to comply with the
political  advertising  rules of the FCC in the event the  Programming  does not
comply with such rules.

           Time Broker shall produce under  Licensee's  supervision  and present
three hours a week on the Station  public affairs  programming  that responds to
the needs and interests of listeners in the Station's community of license. Time
Broker may present such public  affairs  programming  between 5:00 A.M. and 8:00
A.M. on Sundays or at such other times as the public interest may require in the
reasonable judgement of Licensee.








<PAGE>



                                  SCHEDULE 2.1

                               Programming Policy

           Time  Broker  and  Licensee  shall  cooperate  with each other in the
broadcast of programming of the highest possible standard of excellence. Without
limiting the generality of the foregoing, the parties will observe the following
policies in the preparation, writing and production of their own (non-syndicated
or network) programs:

                  I.       Respectful  of Faiths.  The subject of  religion  and
                           references to  particular  faiths and tenets shall be
                           treated with respect at all times.

                  II.      Controversial Issues. Any discussion of controversial
                           issues  of  public  importance  shall  be  reasonably
                           balanced  with  the   presentation   of   contrasting
                           viewpoints in the course of overall  programming;  no
                           attacks on the honesty,  integrity,  or like personal
                           qualities of any person or group of persons  shall be
                           made; and Station  programs  (other than public forum
                           or talk  features)  are not to be used as a forum for
                           editorializing about individual  candidates.  If such
                           events  occur,  Licensee may require that  responsive
                           programming  be aired.  In the event  that a statute,
                           regulation  or policy is adopted  that  requires  the
                           airing of responsive programming,  Time Broker agrees
                           to comply with such statute, regulation or policy and
                           will prepare such responsive programming.

                  III.     Donation Solicitation.  Requests for donations in the
                           form of a specific  amount shall not be made if there
                           is any  suggestion  that such donation will result in
                           miracles,  physical  cures or  life-long  prosperity.
                           However, statements generally requesting donations to
                           support a broadcast or church are permitted.

                  IV.      Treatment  of  Parapsychology.   The  advertising  or
                           promotion of fortune telling,  occultism,  astrology,
                           phrenology,     palm    reading,    or    numerology,
                           mind-reading,  character readings, or subjects of the
                           like nature will not be broadcast.

                  V.       No  Ministerial  Solicitations.  No  invitations by a
                           minister or other individual appearing on the program
                           to  have  listeners  come  and  visit  him or her for
                           consultation  or the  like  shall  be  made  if  such
                           invitation  implies that the  listeners  will receive
                           consideration, monetary gain, or total physical cures
                           for illness.


<PAGE>


                  VI.      No Vending of Miracles.  Any exhortation to listeners
                           to bring  money to a church  affair or service  shall
                           not contain any suggestion  that  miracles,  physical
                           cures, or prosperity will result.

                  VII.     Sale of Religious Artifacts. The offering for sale of
                           religious   artifacts   or  other   items  for  which
                           listeners would send money is prohibited  unless such
                           items are normally  available in ordinary commerce or
                           are  clearly  being  sold  for  proper   fund-raising
                           purposes.

                  VIII.    No Miracle Solicitation.  Any invitation to listeners
                           to meet at  places  other  than a  church  and/or  to
                           attend  other than  regular  services  of a church is
                           prohibited  if the  invitation,  meeting,  or service
                           contains any claim that  miracles,  physical cures or
                           prosperity will result.

                  IX.      No  Plugola or Payola.  The  mention of any  business
                           activity or "plug" for any commercial,  professional,
                           or other related endeavor,  except where contained in
                           an  actual  commercial  message  of  a  sponsor,   or
                           otherwise lawful, is prohibited.

                  X.       No  Gambling.   References  to  "dream   books,"  the
                           "straight   line,"  or  other   direct  or   indirect
                           descriptions   or   solicitations   relative  to  the
                           "numbers  game," or the  "polity  game," or any other
                           form of gambling are prohibited.

                  XI.      Election  Procedures.  At  least 15 days  before  the
                           start  of any  lowest-unit-  charge  period  for  any
                           primary or general  election,  Time Broker will clear
                           with  Licensee's  manager  the rates Time Broker will
                           charge for time to be sold to  candidates  for public
                           office or to any other  party  entitled to the lowest
                           unit charge to make certain the rates  charged are in
                           conformance  with  applicable law and Station policy.
                           Time Broker shall also clear with Licensee's  manager
                           its forms for  disclosure  of  political  time  sales
                           practices and rates.

                  XII.     Required  Announcements.  Time Broker shall broadcast
                           (i) an announcement in form  satisfactory to Licensee
                           at  the  beginning  of  each  hour  to  identify  the
                           Station,  (ii) an  announcement  at the  beginning of
                           each broadcast day or appropriate broadcast period to
                           indicate that program time has been purchased by Time
                           Broker and (iii) any other  announcement  that may be
                           required by law, regulation or Station policy.

 


                                       2




<PAGE>

                  XIII.    Commercial Record Keeping.  No commercial messages or
                           "plugs"  (other  than  references  to  Time  Broker's
                           Boston-area  stations and its programs and  promotion
                           and other  activities)  shall be made in  programming
                           presented  over the  Station  with  reference  to any
                           business venture,  profit-making  activity,  or other
                           interest (other than noncommercial  announcements for
                           bona  fide  charities,  church  activities,  or other
                           public  service  activities)  in which Time Broker or
                           its  employees  is  or  are  directly  or  indirectly
                           interested  without the same having been  approved in
                           advance by Licensee's manager or such broadcast being
                           announced and logged as sponsored.

                  XIV.     No  Illegal   Announcements.   No   announcement   or
                           promotion  prohibited  by  federal  or  state  law or
                           regulation  of any lottery or game shall be made over
                           the Station.

                  XV.      Licensee  Discretion  Paramount.  In accordance  with
                           Licensee's  responsibility  under the  Communications
                           Act  and  the  rules  and  regulations  of  the  FCC,
                           Licensee  reserves  the right to reject or  terminate
                           any  advertising or programming  being presented over
                           the Station which is in conflict with Station  policy
                           or which in Licensee's  sole but reasonable  judgment
                           would not serve the public interest.

                  XVI.     Programming  Prohibitions.   Time  Broker  shall  not
                           knowingly  broadcast any of the following programs or
                           announcements:

                           A.       False Claims.  False or  unwarranted  claims
                                    for any product or service.

                           B.       Unfair  Imitation.  Infringements of another
                                    advertiser's  rights  through  plagiarism or
                                    unfair  imitation of either  program idea or
                                    copy, or any other unfair competition.

                           C.       Commercial    Disparagement.    Any   unfair
                                    disparagement  of competitors or competitive
                                    goods.

                           D.       Slander,   Obscenity  and   Indecency.   Any
                                    programs   or    announcements    that   are
                                    slanderous,   obscene  or  indecent  (except
                                    during   the  safe   harbor   for   indecent
                                    programming established by the FCC).

                           E.       Unauthenticated      Testimonials.       Any
                                    testimonials which cannot be authenticated.

                           


                                       3




<PAGE>

                           F.       Advertising.   Any  advertising   matter  or
                                    announcement  which may,  in the  opinion of
                                    Licensee, be injurious or prejudicial to the
                                    interests of the public or the  Station,  or
                                    to honest advertising and reputable business
                                    in general

                           G.       Contests.  Any contests or promotions  which
                                    are in any way  misleading  or  constitute a
                                    public  nuisance  or are  likely  to lead to
                                    injury to persons or property.

                           H.       Telephone Conversations.  Any programming in
                                    violation  of  any  statute,  regulation  or
                                    policy,   including,   without   limitation,
                                    Section  73.1206 of the FCC's rules,  or any
                                    successor   regulation,   dealing  with  the
                                    taping   and/or   broadcast   of   telephone
                                    conversations.

           The  parties  may  jointly  waive any of the  foregoing  policies  in
specific  instances  if,  in their  opinion,  good  broadcasting  in the  public
interest is served.

           In any case  where  obvious  questions  of policy  or  interpretation
arise, Time Broker will attempt in good faith to submit the same to Licensee for
decision before making any commitments in connection therewith.




                                       4