Exhibit 10.85

                            TIME BROKERAGE AGREEMENT



         TIME  BROKERAGE  AGREEMENT,  made as of October 1, 1996 by and  between
American Radio Systems Corporation (the "Programmer") and CBC of Baltimore, Inc.
(the "Licensee").

         WHEREAS  Licensee  owns and  operates  Broadcast  Station,  WOCT  (FM),
Baltimore,  Maryland (the "Station")  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 Station  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 Station  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 Station.

         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  intends  to enter into a certain  Asset  Purchase
Agreement with Licensee in a form similar to Attachment II, (the "Asset Purchase
Agreement")  under which Licensee shall agree to sell the Station to Programmer,
and pursuant to which Licensee and


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Programmer  shall join in and file an application  for FCC consent to assign the
Stations licenses from Licensee to Programmer; and

         WHEREAS,  Licensee's  affiliate and Programmer  have  contemporaneously
entered into a Time  Brokerage  Agreement  concerning  Broadcast  Station  WWMX,
Baltimore, Maryland, and intend to enter into a certain Asset Purchase Agreement
concerning the sale of WWMX (hereinafter  collectively  referred to as the "WWMX
Agreements").

         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
October ____,  1996,  or the date upon which  termination  of  Hart-Scott-Rodino
occurs, whichever is later.

         1.3 Scope.  During the Term (as defined in Section 6.1), Licensee shall
make available to Programmer time on the Station 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

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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
Thirty-Seven Thousand Five Hundred Dollars ($137,500.00),  payable no later than
the fifth (5th) business day of the month to which such 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,  and (c) shall
reimburse Licensee additional amounts as set forth in Section 1.6 hereof. In the
event the  Effective  Date  begins on a day other than the first day of a month,
the monthly fee shall be adjusted on a pro-rata basis.

         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  Station's
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 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  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 by Licensee in a timely and  complete
manner.

         1.6 Licensee  Responsibility.  Licensee shall be solely responsible for
and pay in a timely manner the salaries,  taxes, insurance and related costs for
all personnel it employs at the Station.

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         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 Station 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).  Programmer  shall in addition be responsible for other
non-capital ordinary, and customary operating expenses of the Station.

         1.8  (a)  Contracts.   Programmer   will  not  be  required  to  assume
performance  of any of the  Licensee's  contracts  and leases  pertaining to the
Station  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.
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, to provide advertising time
under the terms of existing  trade and barter  agreements and all Contracts with
advertisers for the sale of time or talent on the Stations for cash as listed on
Attachment  III-A and Licensee  shall assign all of its rights under those trade
and barter agreements and agreements for cash to Programmer. Upon termination of
this Agreement  pursuant to Section 6, Programmer  shall assign back to Licensee
all of its rights

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to, and Licensee shall assume all of the liabilities and obligations  under, the
contracts and agreements identified in this Section 1.8 (a) (the "Contracts").

                  (b)  Prorations.  All  expenses and income  arising  under the
Contracts shall be prorated  between Licensee and Programmer as of the Effective
Date in a manner such that the costs and  benefits  thereunder  through the date
immediately  preceding the Effective  Date shall be for the account of Licensee,
and,  thereafter,  during  the  term  of this  Agreement,  for  the  account  of
Programmer.  Such proration shall include an adjustment for the value of any and
all   advertising  to  be  run  for   consideration   other  than  cash  ("Trade
Agreements").

         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
Station,  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,

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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

                           (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 $190.00 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

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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.

         1.11 Use of Stations'  Studios.  Licensee agrees to provide  Programmer
with  access to the  Station's  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 Baltimore, Maryland 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  Station.  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
Station, Licensee shall also retain

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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.  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 Station.

         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 Station
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 agrees to
adopt and enforce the Broadcast Station  Programming  Policy Statement set forth
hereto as Attachment IV

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(the  "Policy  Statement"),  which may be amended  from time to time by Licensee
upon notice to  Programmer.  Programmer  agrees and  covenants  to comply in all
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 Station. 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  Station,  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,

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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.

         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
Station  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.

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                                    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 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.


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                                    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  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.

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                                    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,  (iii)  the date of any  termination  of  either of the WWMX
Agreements,  and (iv)  the  Closing  Date  (as  defined  in the  Asset  Purchase
Agreement).  In addition to other  remedies  available  at law or equity and the
provisions 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

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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 Station  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  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 Station,  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 Station are not operating in all material respects within the
parameters authorized by the FCC or that the

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Station's   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,  equal to the Hourly 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 Station 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 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 Station is 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.

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         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 Station.

                                    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 Station  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 Station  (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.

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         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 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 Entire Agreement. This Agreement, the Attachments hereto, the Asset
Purchase  Agreement,  and the WOCT  Agreements  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.

         7.6 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.

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

         7.8  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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         7.9 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:               CBC of Baltimore, Inc.
                           711 Hillsborough Street
                           Raleigh, NC 27603-1600
                           Attn:  Robert J. Lind

Copies To:                 Capitol Broadcasting Company, Inc.
                           2619 Western Blvd.
                           Raleigh, NC  27605
                           Attn:  James F. Goodmon

                           Capitol Broadcasting Company, Inc.
                           711 Hillsborough St.
                           Raleigh, NC  27603-1600
                           Attn:  John M. Brennan

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

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

         7.10   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.

         7.11  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.

         7.12  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  Baltimore,   Maryland  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

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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  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 7.11.

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

                                    LICENSEE:
                                    CBC OF BALTIMORE, INC.




                                    By:  _____________________________________


                                    PROGRAMMER:
                                    AMERICAN RADIO SYSTEMS CORPORATION




                                    By:   ____________________________________



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