Exhibit 10.8
                            TIME BROKERAGE AGREEMENT


         TIME BROKERAGE AGREEMENT, dated as of ____________, 1997 by and between
AMERICAN RADIO SYSTEMS  CORPORATION,  a Delaware corporation ("ARS") and JUPITER
RADIO PARTNERS, a Florida Partnership ("Jupiter").

                              W I T N E S S E T H:

         WHEREAS,  Jupiter  is the  permittee  of  Radio  Station  WTPX-FM  (the
"Station"), which is authorized by the Federal Communications Commission ("FCC")
to operate at 105.5 megahertz in Jupiter, Florida.

         WHEREAS, ARS has expertise in radio station programming and operations.

         WHEREAS,  Jupiter wishes to retain ARS to provide  programming  for the
Station in conformity  with the FCC's policies for time  brokerage  arrangements
and as set  forth  herein,  and ARS  wishes  to avail  itself  of the  Station's
broadcast time in conformity with such FCC policies.

         WHEREAS,  Jupiter has granted ARS an  exclusive  option to purchase the
Station,  and the parties  contemplate that during the term hereof,  if and when
ARS exercises  said option,  the parties will then enter into an asset  purchase
agreement and will request FCC consent to the assignment of the Station  license
from Jupiter to ARS.

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

                                    Section 1
                             Use of Station Air Time

         1.1 Term. The term of this Agreement  shall be for a period  commencing
on the date on which the Station begins  operating  under program test authority
(the "Commencement  Date"), and terminating on the earliest to occur of: (a) the
closing  date of the  sale  of the  Station  to  ARS;  (b)  one  year  from  the
Commencement  Date; or (c) termination of this Agreement pursuant to Section 6.1
hereof.

         1.2 Scope. During the term hereof,  Jupiter shall make available to ARS
time on the  Station  as set forth in this  Agreement.  ARS shall  deliver  such
programming,  at its expense, to the Station's  transmitter  facilities or other
authorized

                                                       



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remote control point as reasonably  designated by Jupiter.  Subject to Jupiter's
reasonable  approval,  as  set  forth  in  this  Agreement,  ARS  shall  provide
entertainment  programming of its selection,  complete with  commercial  matter,
news, public service announcements and other suitable programming to the Station
up to one hundred sixty-four (164) hours per week. Jupiter may use the remaining
four hours per broadcast  week for the broadcast of its own regularly  scheduled
news, public affairs and other non-entertainment  programming on Sunday mornings
between the hours of 7:00 a.m. and 9:00 a.m.,  or at such other times as Jupiter
and ARS  shall  mutually  agree.  All  time not  reserved  by  Jupiter  shall be
available for use by ARS and no other party.

         1.3  Consideration.  In  consideration  for the  programming  time made
available to ARS  hereunder,  ARS shall pay Jupiter the  monetary  consideration
described in Attachment I hereto.

         1.4  Jupiter's  Operation  of  the  Station.  Jupiter  will  have  full
authority,  power and control over the operations of the Station during the term
of this  Agreement.  Jupiter  will  bear all  responsibility  for the  Station's
compliance with all applicable  provisions of the Communications Act of 1934, as
amended, the rules, regulations and policies of the FCC and all other applicable
laws.  Jupiter shall maintain a main studio, as that term is defined by the FCC,
within the  Station's  principal  community  contour,  and shall comply with the
FCC's  requirements  for  staffing a main  studio.  Jupiter  shall  maintain the
Station's 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.  Upon  request by Jupiter,  ARS shall  provide  Jupiter with
information concerning any of ARS's programs which Jupiter may desire to include
in the  Station's  quarterly  issues  and  programs  lists.  Jupiter  shall also
maintain  the Station  logs,  receive and respond to  telephone  inquiries,  and
control and oversee any remote  control  point for the  Station.  Jupiter  shall
employ at its expense Station personnel consisting of, at a minimum, a full-time
managerial employee and a non-managerial employee, who will report to and assist
the  managerial  employee  in the  performance  of his or her  duties.  Each  of
Jupiter's employees shall report to and be accountable to Jupiter. Jupiter shall
be  responsible  for the  salaries,  taxes,  insurance and related costs for all
personnel it employs at the Station and shall  maintain  insurance  covering the
Station's  transmission  facilities.  Except as provided in Sections 1.5 and 1.8
herein,  or as the parties may  otherwise  agree in  writing,  Jupiter  shall be
solely  responsible  for all capital and  non-capital,  ordinary  and  customary
operating  expenses of the Station,  including but not limited to maintenance of
the studio and transmitting facility and costs of electricity.

         1.5  ARS  Responsibility.  ARS  shall  be  solely  responsible  for any
expenses incurred in the origination and/or delivery of

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programming  it provides to the Station  and for any  publicity  or  promotional
expenses, including, without limitation, ASCAP, BMI and SESAC music license fees
for all programming  provided by ARS. ARS shall employ and be solely responsible
for the salaries,  taxes, insurance and related costs for all personnel employed
by ARS (including,  without limitation,  salespeople,  traffic personnel,  board
operators and  programming  staff).  All personnel shall be subject to Jupiter's
overall  supervision,  consistent  with  ARS's  right to the use of the  Station
facilities pursuant to Section 1.9 hereof. If and when requested by Jupiter, ARS
shall perform,  without charge,  routine monitoring of the Station's transmitter
performance and tower lighting.

         1.6 Contracts.  Jupiter will not enter into any third-party  contracts,
leases or agreements which would bind ARS in any way without ARS's prior written
approval.  ARS  will  not  enter  into  any  third-party  contracts,  leases  or
agreements  which would bind Jupiter in any way without  Jupiter's prior written
approval.

         1.7  Hourly  Credit.  ARS  shall  receive  from  Jupiter,  as a  refund
consisting of a flat rate credit of [$21.39] per hour ("Hourly Credit"), for any
part of the weekly one hundred  sixty-four  (164) hours of programming time that
Jupiter uses to broadcast its own programming including periods during which the
Station  is unable,  for any reason  (except  for ARS's  failure to deliver  its
programming to the Station), to broadcast ARS's programming. Such refunds to ARS
shall be paid within ten (10) days of the end of each month.

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

         1.9 Use of Station  Studios.  Jupiter  agrees to provide  ARS with such
access to and use of all of the Station's  facilities  including the studios and
broadcast  equipment,  as ARS may require or reasonably need in order to provide
programming  for the Station and otherwise  perform its  obligations  hereunder;
provided,  however,  that Jupiter shall maintain,  for its sole use,  sufficient
space at the Station's studios for its employees.  Under the overall supervision
of  Jupiter,  ARS shall and may  peacefully  and  quietly  have the full use and
enjoyment  of the  Station's  facilities,  studios and  equipment  free from any
hindrance from any person or persons whomsoever claiming by,

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through or under  Jupiter.  ARS shall use the studios and equipment only for the
purpose of producing  programming  for the Station and otherwise  performing its
obligations  hereunder  and  shall at all  times be  subject  to the good  faith
oversight of Jupiter.

                                    Section 2
                 Station Obligations to the Community of License

         2.1 Jupiter's  Authority.  Notwithstanding  any other provision of this
Agreement,  ARS  recognizes  that Jupiter 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 Jupiter shall air specific  programming  on
issues of importance to the local  community.  Nothing in this  Agreement  shall
abrogate the  unrestricted  authority of Jupiter 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  Pre-emption  Rights  of  Jupiter.   Although  both  parties  shall
cooperate in the broadcast of emergency  information  over the station,  Jupiter
shall  also  retain  the  right to  interrupt  ARS's  programming  in case of an
emergency or for  programming  which,  in the reasonable  good faith judgment of
Jupiter, is of overriding public importance. Such interruption shall not entitle
ARS to any credits pursuant to Section 1.7 hereof. Jupiter shall also coordinate
with ARS the Station's hourly station  identification  announcements to be aired
in accord with FCC rules.

                                    Section 3
                          Station Programming Policies

         3.1 Programming Policy Statement.  Jupiter has adopted and will enforce
a Broadcast Station  Programming  Policy Statement (the "Policy  Statement"),  a
copy of which is included as Attachment II hereto.  Jupiter may amend the Policy
Statement from time to time upon notice to ARS. ARS agrees and covenants that it
and the  programming  it will provide to the Station will comply in all material
respects with the Policy Statement and with all rules and regulations of the FCC
pertaining to radio broadcast programming. If Jupiter reasonably determines that
a program supplied by ARS does not comply with the Policy Statement, Jupiter may
suspend or cancel such program upon written notice to ARS of such decision.  All
advertising spots and promotional material or announcements shall be produced in
accordance with quality standards established by Jupiter and

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shall comply with applicable  federal,  state and local regulations and policies
and the Policy Statement.

         3.2 Jupiter's  Control of Programming.  ARS recognizes that Jupiter has
full authority to control the operation of the Station,  and that such authority
includes,  but is not limited to, the right to reject or refuse such portions of
ARS's  programming  which  Jupiter  reasonably  believes  to be  unsatisfactory,
unsuitable or contrary to the public interest. However, ARS shall have the right
to change the programming  elements and/or format of the programming supplied to
the Station by giving  Jupiter at least  twenty-four  (24) hours' notice of such
changes.

         3.3  Compliance  with  Copyright  Act. ARS  represents  and warrants to
Jupiter that ARS has full authority to broadcast its programming on the Station.
ARS agrees that it will not  broadcast  any  material in  violation  of any law,
rule,  regulation or the Copyright  Act. All music supplied by ARS shall be: (i)
licensed by ASCAP,  SESAC or BMI; (ii) in the public domain; or (iii) cleared at
the source by ARS.  Consistent  with Section 1.2 hereof,  Jupiter will  maintain
ASCAP,  BMI and SESAC licenses as necessary for programming  provided by Jupiter
to the Station.  ARS shall have the exclusive  right to use the  programming ARS
provides to the Station and to authorize its use in any manner.

         3.4 Sale of Advertising. ARS shall retain all revenues from the sale of
advertising time within the programming it provides to the Station. ARS may sell
advertising on the Station in combination  with any other broadcast  stations of
its  choosing,  provided  that  such  combination  of  sales  activities  is  in
compliance  with  applicable  governmental  rules  and  policies.  ARS  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  it provides to the  Station.  Jupiter
shall retain all  revenues  from the sale of  advertising  during the hours each
week in which it airs its own non-entertainment  programming, with the exception
provided for certain political advertising set forth in Section 5.2 herein.

         3.5  Payola.  ARS 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 ARS 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.
At least once each quarter, ARS shall execute and provide Jupiter

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with a Payola Affidavit  substantially in the form attached hereto as Attachment
III.

                                    Section 4
                      Indemnification; Challenge before FCC

         4.1  ARS's  Indemnification.  ARS  shall  indemnify  and hold  harmless
Jupiter  from  and  against  any and all  claims,  losses,  costs,  liabilities,
damages,  forfeitures and expenses (including reasonable attorney fees and other
expenses   incidental   thereto)   of  every   kind,   nature  and   description
(collectively, "Damages") resulting from (i) ARS's breach of any representation,
warranty,  covenant or agreement contained in this Agreement, or (ii) any action
taken by ARS or its  employees  and agents with respect to the  Station,  or any
failure by ARS or its  employees  and agents to take any action with  respect to
the Station,  including,  without limitation, all Damages relating to violations
of the Act or any rule, regulation or policy of the FCC, libel, slander,  unfair
competition  or trade  practices,  infringement  of  trademarks,  trade names or
program titles,  violation of rights of privacy,  and infringement of copyrights
and proprietary rights resulting from the broadcast of programming  furnished by
ARS and ARS's  broadcast  and sale of  advertising  time on the  Station.  ARS's
obligation to hold Jupiter  harmless  against the Damages  specified above shall
survive any termination of this Agreement until the expiration of all applicable
statutes of limitation.
         4.2  Jupiter's  Indemnification.   Jupiter  shall  indemnify  and  hold
harmless ARS from and against any and all Damages  resulting  from (i) Jupiter's
breach of any representation,  warranty, covenant or agreement contained in this
Agreement,  or (ii) any action taken by Jupiter or its employees and agents with
respect to the Station, or any failure by Jupiter or its employees and agents to
take any action with respect to the Station, including,  without limitation, all
Damages  relating to violations of the Act or any rule,  regulation or policy of
the FCC, libel, slander, unfair competition or trade practices,  infringement of
trademarks,  trade names or program titles,  violation of rights of privacy, and
infringement of copyrights and proprietary  rights  resulting from the broadcast
of programming  furnished by Jupiter.  Jupiter's obligation to hold ARS harmless
against  the Damages  specified  above shall  survive  any  termination  of this
Agreement until the expiration of all applicable statutes of limitation.

         4.3  Limitation.  Neither  party shall be  entitled to  indemnification
pursuant to this section unless such claim for  indemnification is asserted in a
writing delivered to the other party.

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         4.4 Time  Brokerage  Challenge.  If this Agreement is challenged at the
FCC, counsel for Jupiter and counsel for ARS shall jointly defend the Agreement
and the parties' performance thereunder throughout all FCC proceedings, and each
party shall bear its own expenses.  If portions of this Agreement do not receive
the approval of the FCC staff,  then the parties  shall reform the Agreement or,
at ARS's option and expense,  seek  reversal of the staff  decision and approval
from the full Commission on appeal.

                                    Section 5
         Access to ARS Materials; Correspondence; Political Advertising

         5.1  Confidential Review.  Prior to the provision of any
programming  by ARS to the  Station  under this  Agreement,  ARS shall  acquaint
Jupiter with the nature and type of programming to be provided.  Jupiter, solely
for the purpose of ensuring ARS's compliance with applicable laws, FCC rules and
the Policy Statement,  shall be entitled to review at its discretion,  from time
to time on a  confidential  basis,  any  programming  material it may reasonably
request  from  ARS.  ARS  shall  promptly  provide  Jupiter  with  copies of all
correspondence and complaints received from the public (including telephone logs
of any complaints  telephoned in), copies of all program logs and, upon request,
copies of promotional materials.  However, nothing in this section shall entitle
Jupiter to review the internal corporate or financial records of ARS.
         5.2 Political Advertising.  ARS shall cooperate with and assist Jupiter
in complying  with all rules of the FCC  regarding  political  advertising.  ARS
shall promptly supply such  information to Jupiter as may be necessary to comply
with  the  lowest  unit  rate,  equal   opportunities   and  reasonable   access
requirements of federal law. To the extent  reasonably  necessary to assure that
Jupiter meets its political time  obligations  under the  Communications  Act of
1934, as amended,  and the rules and  regulations  of the FCC, ARS shall release
advertising  availabilities  to Jupiter;  provided,  however,  that all revenues
realized by Jupiter as a result of such a release of  advertising  time shall be
immediately paid to ARS.

                                    Section 6
                      Termination and Remedies Upon Default

         6.1  Termination.  In addition to other  remedies  available  at law or
equity and the  provisions  of  Section  1.1  hereof,  either  party  hereto may
terminate this Agreement by written notice to

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the other,  provided that 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  governmental 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;

                  (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.

         6.2 ARS's  Remedies for  Operational  Deficiencies.  ARS shall have the
following  remedies for  deficiencies in or events related to equipment owned by
Jupiter:

                  (a) If ARS  receives  during the first sixty (60) days of this
Agreement a report of a consulting engineer, chosen by ARS, which concludes that
the  Station is not  operating  within  the  parameters  authorized  by the FCC,
Jupiter shall be obligated, at its expense, to take such steps as are reasonably
necessary to restore the operating parameters of the Station or demonstrate,  by
the use of the report of another consulting engineer, hired at its expense, that
the  operating  parameters  are  not  materially  deficient.  If  the  Station's
operating  parameters  are not  restored  within  thirty (30) days notice of the
operating deficiencies,  then ARS shall be entitled to a full refund, on a daily
basis,  of the Hourly  Credit  amount set forth in Section 1.7 hereof until such
deficiencies  are corrected.  All refunds due ARS hereunder shall be made within
ten (10) days of the end of the month in which the deficiency was detected.

                  (b) If, for a period of five consecutive days or more, Jupiter
reduces the Station's  transmitter  output power by fifty percent (50%) or more,
and, as a result thereof, ARS is required to make rebates and/or other financial
accommodations  to its  advertisers,  ARS may elect to  receive  from  Jupiter a
refund  equal to one half of the Hourly  Credit  amount set forth in Section 1.7
for so long as such power  reduction  continues.  Jupiter  shall make the refund
payments  to ARS  within  ten (10)  days of the end of each  month in which  the
Station's power is reduced.


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                  (c) If Jupiter uses an auxiliary or alternate  transmitter for
the Station for a period of five (5) consecutive  days or more and, as a result,
ARS is required to make rebates  and/or other  financial  accommodations  to its
advertisers,  then ARS shall be entitled to a refund which,  for up to the first
30 days of such  operation,  shall be  twenty-five  percent  (25%) of the Hourly
Credit  amount  set  forth  in  Section  1.7 for so long  as such  auxiliary  or
alternate  transmitter  is in use.  Should the use of an  auxiliary or alternate
transmitter  continue for more than thirty (30) days, the refund for such period
shall be equal to fifty  percent  (50%) of the Hourly Credit amount set forth in
Section 1.7 for so long as such  auxiliary or alternate  transmitter  is in use.
Any refunds due ARS  hereunder  shall be made within ten (10) days of the end of
the month in which the auxiliary or alternative transmitter is in use.

                  (d) 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,  ARS shall be
entitled to a full refund,  on a daily basis,  of the Hourly  Credit  amount set
forth in Section 1.7 and such  refund  shall be made within ten (10) days of the
end of the month.

         6.3  Force  Majeure.   Any  failure  or  impairment  of  the  Station's
facilities,  any delay or interruption in the broadcast of programs,  or failure
at any time to furnish  facilities,  in whole or in part, for broadcast,  due to
acts  of  god,  strikes,  lockouts,   material  or  labor  restrictions  by  any
governmental  authority,  civil riot,  floods and any other cause not reasonably
within the control of Jupiter will not render Jupiter  liable to ARS,  except to
the  extent of  allowing  in each such case an  appropriate  refund for time not
provided based upon the Hourly Credit set forth under Section 1.7 and calculated
upon the  length  of time  during  which the  failure  or  impairment  exists or
continues.

         6.4 Other Agreements.  During the term of this Agreement,  Jupiter will
not enter into any other time brokerage,  program  provision,  local  marketing,
management,  joint sales or similar  agreement with any third party with respect
to the Station.

                                    Section 7
                    Representations, Warranties and Covenants

         7.1  Jupiter's  Representations,   Warranties  and  Covenants.  Jupiter
represents and warrants, or, as the case may be, covenants to ARS that:


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                  7.1.1.  Jupiter  is  a  partnership  duly  organized,  validly
existing and in good  standing  under the laws of the State of Florida.  Jupiter
has the  partnership  power and authority to execute and deliver this Agreement,
to consummate the transactions contemplated hereby and to take all other actions
required to be taken by it pursuant to the provisions hereof.  This Agreement is
a legal,  valid and binding  obligation  of Jupiter,  enforceable  against it in
accordance with its terms.

                  7.1.2.  Neither the execution  and delivery of this  Agreement
nor the  consummation of the  transactions  contemplated  hereby by Jupiter will
(with or without the giving of notice thereof,  the lapse of time or both):  (i)
conflict with,  result in a breach of, or constitute a default  under,  any law,
judgment,  order, ordinance,  decree, rule, regulation or ruling of any court or
governmental  instrumentality  which is applicable to Jupiter;  or (ii) conflict
with, constitute grounds for termination of, result in a breach of, constitute a
default  under,  or accelerate  or permit the  acceleration  of any  performance
required by the terms of, any material agreement,  instrument, license or permit
to which Jupiter is a party or by which it may be bound.

                  7.1.3 On the Commencement Date, Jupiter will have obtained all
FCC  authorizations  or  permits  necessary  for the  present  operation  of the
Station,  and, within ten days after the  Commencement  Date,  Jupiter will file
with the FCC an  application  for a  broadcast  station  license  to  cover  the
construction permit for the Station.

                  7.1.4  There is not now pending  or, to  Jupiter's  knowledge,
threatened, any action by the FCC or by any party to revoke, cancel, suspend, or
modify adversely any of such permits or authorizations.

                  7.1.5 To Jupiter's  knowledge,  after due inquiry,  Jupiter is
not in material violation of any statute,  ordinance, rule, regulation,  policy,
order or decree of any federal, state or local entity, court or authority having
jurisdiction  over it or the  Station,  which would have an adverse  effect upon
Jupiter,  its assets  utilized in the  operation of the Station,  the Station or
upon Jupiter's ability to perform this Agreement.

                  7.1.6 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 in all material respects complete, accurate and timely filed.

                   7.1.7 The  facilities of the Station are, and during the term
of this Agreement shall remain,  in compliance in all material respects with the
engineering  requirements  set forth in the rules and regulations of the FCC and
in the  licenses,  permits  and  authorizations  issued by the FCC to Jupiter in
connection with the Station.


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                  7.1.8 Jupiter has not disposed of, and during the term of this
Agreement,  shall not dispose of,  transfer  or assign any  material  assets and
properties  used and useful in  connection  with the  operation  of the  Station
except with the prior written consent of ARS.

                  7.1.9 Jupiter  shall not knowingly  take any action or omit to
take any action  which  would have an adverse  impact upon  Jupiter,  its assets
utilized in the  operation of the Station,  the Station or Jupiter's  ability to
perform this Agreement.

                  7.1.10  Jupiter  shall pay,  in a timely  fashion,  all of the
non-capital,  ordinary and customary expenses incurred in operating the Station,
including without limitation, lease payments, utilities and taxes.

         7.2 ARS's Representations, Warranties and Covenants. ARS represents and
warrants, or, as the case may be, covenants to Jupiter that:

                  7.2.1. ARS is a corporation  duly organized,  validly existing
and in good  standing  under  the  laws of the  State of  Delaware.  ARS has the
corporate  power and  authority  to  execute  and  deliver  this  Agreement,  to
consummate the  transactions  contemplated  hereby and to take all other actions
required to be taken by it pursuant to the provisions hereof.  This Agreement is
a  legal,  valid  and  binding  obligation  of ARS,  enforceable  against  it in
accordance with its terms.

                  7.2.2.  Neither the execution  and delivery of this  Agreement
nor the consummation of the transactions  contemplated  hereby by ARS will (with
or  without  the  giving of  notice  thereof,  the  lapse of time or both):  (i)
conflict with,  result in a breach of, or constitute a default  under,  any law,
judgment,  order, ordinance,  decree, rule, regulation or ruling of any court or
governmental  instrumentality which is applicable to ARS; or (ii) conflict with,
constitute  grounds for  termination  of,  result in a breach of,  constitute  a
default  under,  or accelerate  or permit the  acceleration  of any  performance
required by the terms of, any material agreement,  instrument, license or permit
to which ARS is a party or by which it may be bound.


                                    Section 8
                                  Miscellaneous

         8.1  Assignment.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their successors and

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permitted  assigns.  Neither  party may assign its rights  under this  Agreement
without the prior written consent of the other party,  provided,  however,  that
ARS has the absolute  right to assign this  Agreement  and all of its rights and
obligations  hereunder,  following written notice to Jupiter, to an entity under
common control.

         8.2 Call  Letters.  Upon request of ARS and at ARS's  expense,  Jupiter
shall apply to the FCC for  authority  to change the call letters of the Station
to such call letters as ARS shall reasonably designate. Otherwise, Jupiter shall
cooperate  with ARS and  notify  ARS in advance of making any change in the call
letters of the Station.

         8.3  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.

         8.4  Jupiter's  Compliance  with  47  C.F.R.  ss.73.3555(a)(2)(ii).  By
executing this  Agreement,  Jupiter  hereby  certifies that for the term of this
Agreement,  it shall maintain  ultimate  control over the Station's  facilities,
including  specifically  control over the  Stations's  finances,  personnel  and
programming, and nothing herein shall be interpreted as depriving Jupiter of the
power or right of such ultimate control.

         8.5 ARS's Compliance with 47 C.F.R. ss.73.3555(a)(2)(ii).  By executing
this Agreement, ARS hereby certifies that this Agreement complies with the FCC's
restrictions on local and national multiple station ownership set out in Section
73.3555(a)(1) and (e) (1) of the FCC's rules.

         8.6  Payment of Legal  Fees.  Each party  shall pay its own  reasonable
legal fees and related  expenses  incurred in connection with the negotiation of
this Agreement.

         8.7 Entire Agreement.  This Agreement and the Attachments hereto embody
the entire  agreement  and  understanding  of the  parties  with  respect to the
matters  provided  for  herein  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.
         8.8 Taxes.  Jupiter and ARS 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. Each party shall be responsible
for any

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<PAGE>



sales tax imposed on advertising  aired during the programming  provided by that
party.

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

         8.10 Governing  Law. The  obligations of Jupiter and ARS are subject to
applicable federal, state and local law, rules and regulations,  including,  but
not limited to, the  Communications  Act of 1934, as amended,  and the Rules and
Regulations of the FCC. The  construction  and performance of the Agreement will
be governed by, and construed  and enforced in  accordance  with the laws of the
State of Florida, without reference to its principles of conflicts of law.

         8.11 Notices. All notices and other  communications  hereunder shall be
in writing and shall be deemed to have been duly  delivered  and received (i) on
the date of personal delivery,  if personally  delivered;  (ii) on the fifth day
after  deposit in the U.S.  mail,  if mailed by  registered  or certified  mail,
postage prepaid and return receipt requested; (iii) on the day after delivery to
a recognized  overnight courier service,  if sent for next morning delivery;  or
(iv) when dispatched by facsimile  transmission (with the facsimile transmission
confirmation being deemed conclusive evidence of such dispatch); if intended for
Jupiter, shall be addressed as follows:

                  Jupiter Radio Partners
                  c/o Ms. Patricia S. Dahlin
                  Vice President/Controller
                  InterMart Broadcasting
                  4810 Deltona Drive
                  Punta Gorda, FL 33950
                  Facsimile:  941/639-6742

with a copy to:

                  Howard A. Topel, Esquire
                  Fleischman and Walsh, L.L.P.
                  1400 16th Street, NW
                  Washington, DC 20036
                  Facsimile:  202/745-0916

or at such other  address of which Jupiter shall have given notice to ARS in the
manner herein provided;

if intended for ARS, shall be addressed as follows:

                  American Radio Systems Corporation
                  116 Huntington Avenue
                  Boston, MA   02116
                  Attn:  Michael B. Milsom, Esquire
                  Facsimile: 617/375-7575


                                       13



<PAGE>

  
with a copy to:

                  Howard J. Braun, Esq.
                  Rosenman & Colin LLP
                  1300 19th Street, N.W.
                  Suite 200
                  Washington, DC 20036
                  Facsimile: 202/429-0046

or at such other  address of which ARS shall have given notice to Jupiter in the
manner herein provided.

         8.12   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.

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

         8.14  Arbitration.  Any  dispute  arising  out of or  related  to  this
Agreement  that  Jupiter  and ARS are unable to resolve by  themselves  shall be
settled by arbitration  in Jupiter,  Florida,  by a panel of three  arbitrators.
Jupiter and ARS 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.  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  Jupiter  and ARS.  The  costs and
expenses of the arbitration proceeding shall be assessed between Jupiter and ARS
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
Jupiter or ARS against  the other  except:  (i) an action to compel  arbitration
pursuant to this Section, (ii) an action to enforce the award of

                                       14



<PAGE>



the arbitration panel rendered in accordance with this Section;  or (iii) a suit
for specific performance pursuant to Section 8.13.

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


                                            JUPITER RADIO PARTNERS

                                            By:  InterMart Broadcasting, General
                                                     Managing Partner



                                                     By:_______________________
                                                        Patricia S. Dahlin
                                                        Vice President


                                            AMERICAN RADIO SYSTEMS CORPORATION


                                            By:________________________________
                                               Name:
                                               Title:



                                       15



<PAGE>



                                  ATTACHMENT I

                                  Consideration

             Jupiter shall be entitled to a monthly fee of Fifteen  Thousand Two
Hundred  Dollars  ($15,200)  (the "TBA Fee") during the term of this  Agreement.
However,  on the Commencement Date, ARS shall pay Jupiter the sum of One Hundred
Eighty-Two Thousand Four Hundred Dollars ($182,400.00),  representing payment of
the TBA Fee in advance for twelve  months  (the "Total TBA Fee").  ARS shall pay
the Total TBA Fee by wire transfer of federal funds to an account  designated in
writing by Jupiter.

             If this  Agreement is  terminated by either party before the end of
the twelfth month from the  Commencement  Date,  Jupiter shall refund to ARS the
pro  rata  portion  of the  Total  TBA Fee  allocable  to the  remainder  of the
twelve-month period (the "TBA Refund"). If such termination results from ARS and
Jupiter's  consummation  of an  agreement  pursuant to which ARS  purchases  the
assets of the  Station  from  Jupiter,  Jupiter  shall pay the TBA Refund on the
closing date under said  agreement.  If this Agreement  terminates for any other
reason prior to the end of the twelfth  month,  Jupiter shall pay the TBA Refund
to ARS within 30 days of the termination date.


                                       16



<PAGE>



                                  ATTACHMENT II

                          Programming Policy Statement


         ARS agrees to cooperate with Jupiter in the broadcasting of programs of
the highest possible  standard of excellence and for this purpose to observe the
following  regulations  in the  preparation,  writing  and  broadcasting  of its
programs.

                  I.       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,   is
                           prohibited.

                  II.      No Lotteries.  Announcements  giving any  information
                           about  lotteries  or games  prohibited  by federal or
                           state law or regulation are prohibited.

                  III.     Election Procedures. At least ninety (90) days before
                           the start of any  primary or election  campaign,  ARS
                           will clear with  Jupiter's  general  manager the rate
                           ARS will charge for the time to be sold to candidates
                           for the public office and/or their supporters to make
                           certain that the rate charged is in conformance  with
                           the applicable law and station policy.

                  IV.      Required  Announcements.  ARS shall  broadcast (i) an
                           announcement in a form satisfactory to Station at the
                           beginning  of each  hour to  identify  WTPX,  (ii) an
                           announcement at the beginning and end of each program
                           to indicate  that program time has been  purchased by
                           ARS,  and (iii) any other  announcements  that may be
                           required by law, regulation, or Station policy.

                  V.       Commercial  Recordkeeping.  ARS shall not receive any
                           consideration   in   money,   goods,   services,   or
                           otherwise,   directly  or  indirectly  (including  to
                           relatives)  from  any  persons  or  company  for  the
                           presentation  of any  programming  over  the  Station
                           without   reporting   the  same  in  advance  to  and
                           receiving  the prior written  consent from  Jupiter's
                           general manager.  No commercial messages ("plugs") or
                           undue   references   shall  be  made  in  programming
                           presented  over  station  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  ARS  (or  anyone   else)  is  directly  or
                           indirectly  interested  without  the same having been
                           approved  in  advance  by the  general  manager/chief
                           engineer  and  such  broadcast  being  announced  and
                           logged and sponsored.


                                       17



<PAGE>



                  VI.      No  Illegal   Announcements.   No   announcements  or
                           promotion  prohibited  by  federal  or  state  law or
                           regulation  of any lottery or game shall be made over
                           the Station. Any game, contest, or promotion relating
                           to or to be presented  over the Station must be fully
                           stated and  explained  in advance to  Jupiter,  which
                           reserves the right in its sole  discretion  to reject
                           any game, contest, or promotion.

                  VII.     Jupiter Discretion Paramount.  In accordance with the
                           Jupiter's responsibility under the Communications Act
                           of 1934, as amended, and the Rules and Regulations of
                           the Federal  Commissions,  Jupiter reserves the right
                           to reject or terminate any advertising proposed to be
                           presented or being  presented  over the Station which
                           is in  conflict  with  Jupiter's  policy  or which in
                           Jupiter's  or its  general  manager/chief  engineer's
                           sole judgment would not serve the public interest.


                  Jupiter may waive any of the foregoing regulations in specific
instances,  if, in its  opinion,  good  broadcasting  in the public  interest is
served.

                  In any case where questions of policy or interpretation arise,
ARS should submit the same to Jupiter for decision before making any commitments
in connection therewith.






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<PAGE>



                                 ATTACHMENT III

                            FORM OF PAYOLA AFFIDAVIT



City of_________________      )
County of_______________      )      ss.
State of ________________     )

                          ANTI-PAYOLA/PLUGOLA AFFIDAVIT


____________________________ being first duly sworn, deposes and
says as follows:

1.           He/she is _________________ for _____________________. (Position)

2.           He/she has acted in the above capacity since _________.

3.           No  matter  has been  broadcast  by  Station  __________  for which
             service, money or other valuable consideration has been directly or
             indirectly  paid,  or promised  to, or  charged,  or  accepted,  by
             him/her from any person,  which matter at the time so broadcast has
             not been announced or otherwise  indicated as paid for or furnished
             by such person.

4.           So far as he/she is aware,  no matter has been broadcast by Station
             _______ for which service,  money, or other valuable  consideration
             has been directly or  indirectly  paid, or promised to, or charged,
             or accepted by Station  _______ in  furnishing  programs,  from any
             person,  which  matter  at the  time  so  broadcast  has  not  been
             announced or  otherwise  indicated as paid for or furnished by such
             person.

5.           In future, he/she will not pay, promise to pay, request, or receive
             any service, money, or any other valuable consideration,  direct or
             indirect, from a third party, in exchange for the influencing of or
             the  attempt to  influence,  the  preparation  of  presentation  or
             broadcast matter on Station ________.

6.           Nothing  contained herein is intended to, or shall prohibit receipt
             or acceptance of anything with the expressed knowledge and approval
             of my employer,  but  henceforth any such approval must be given in
             writing by someone expressly authorized to give such approval.

7.           He/she,  his/her spouse and his/her  immediate family do____ do not
             ____ have any  present  direct or  indirect  ownership  interest in
             (other than an investment in a corporation  whose stock is publicly
             held),  serve as an officer or director of, whether with or without
             compensation, or

                                       


<PAGE>



             serve as an employee of, any person, firm or corporation
             engaged in:

             1.            The publishing of music;

             2.            The production, distribution (including wholesale
                           and retail sales outlets), manufacture or
                           exploitation of music, films, tapes, recordings or
                           electrical transcriptions of any program material
                           intended for radio broadcast use;

             3.            The exploitation, promotion, or management of
                           persons rendering artistic, production and/or
                           other services in the entertainment field;

             4.            The ownership or operation of one or more radio or
                           television stations;

             5.            The wholesale or retail sale of records intended
                           for public purchase;

             6.            Advertising on Station ______, or any other
                           station owned by its licensee (excluding nominal
                           stockholdings in publicly owned companies).

8.           The facts and circumstances relating to such interest are
             none ________ as follows_____:

             _________________________________________________________

             _________________________________________________________

             _________________________________________________________






                                                _______________________________
                                                              Affiant

Subscribed and sworn to before me 
this _____ day of______________ 199___.


_______________________________________
Notary Public

My Commission expires: __________________





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