Exhibit 10.6


                            TIME BROKERAGE AGREEMENT


         TIME BROKERAGE AGREEMENT, made as of this _____ day of __________, 1997
by and between American Radio Systems  Corporation,  a Delaware corporation (the
"Programmer")  and Precision  Media  Corporation,  a Delaware  corporation  (the
"Licensee").

         WHEREAS Licensee owns and operates Broadcast Stations WSRZ-FM, WZNN-AM,
WMYF-AM and WERZ-FM (collectively referred to herein as the "Stations") pursuant
to a license issued by the Federal Communications Commission ("FCC").

         WHEREAS   Programmer  is  involved  in  radio  Stations  ownership  and
operation.

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

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

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

         WHEREAS,  Programmer  and Licensee have entered into an Asset  Purchase
Agreement (the "Asset  Purchase  Agreement")  under which Licensee has agreed to
sell the Stations to Programmer,  and have filed an application  for FCC consent
to assign the Stations license from Licensee to
Programmer.

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

                                    Section 1
                            Use of Stations Air Time

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

         1.2 Effective Date; Term. The Effective Date of this Agreement shall be
July 1, 1997.  It shall  continue in force until  December  31,  1997,  or until
consummation  of the  assignment  of  the  Stations  license  from  Licensee  to
Programmer  pursuant to the Asset  Purchase  Agreement,  whichever  event occurs
earlier,  unless  otherwise  extended or  terminated  by the  parties  hereto in
writing.

         1.3 Scope.  During the term hereof,  Licensee  shall make  available to
Programmer time on the Stations as set forth in this Agreement. Programmer shall
deliver  such  programming,   at  its  expense,  to  the  Stations'  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

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programming  of its selection  complete with  commercial  matter,  news,  public
service  announcements and other suitable  programming to the Licensee up to one
hundred sixty-four (164) hours per week. The Licensee may use the remaining four
hours per broadcast week for the broadcast of its own regularly  scheduled news,
public  affairs  and  other  non-entertainment  programming  and  shall  provide
Programmer with advance  written notice of such hours of  programming.  All time
not  reserved  by or  designated  for  Licensee  shall be  available  for use by
Programmer and no other party.

         1.4  Consideration.  As  consideration  for the air time made available
hereunder, Programmer shall pay to Licensee a monthly fee of Thirty-Two Thousand
Five Hundred Dollars  ($32,500),  payable no later than the fifteenth (15th) day
of the month to which such fee pertains, and Programmer shall reimburse Licensee
for certain Stations expenses as set forth in Section 1.7 hereof.

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

         1.6      Licensee Representations and Warranties.  Licensee represents
and warrants as follows:

         Licensee  holds the  licenses  and  other  permits  and  authorizations
necessary  for the present  operation of the Stations as set forth in Attachment
I. There is not now pending,  or to Licensee's best knowledge,  threatened,  any
action by the FCC or by any other party to revoke,  cancel,  suspend,  refuse to
renew or modify adversely any of such licenses, permits or authorizations except
as  previously  revealed  in  writing  to  Programmer.  To the  Licensee's  best
knowledge,  after due inquiry, Licensee, with respect to the Stations, 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 Stations, which would have a material adverse effect
upon the Licensee,  its assets  utilized in the  operation of the Stations,  the
Stations or upon Licensee's  ability to perform this  Agreement.  Licensee shall
not  knowingly  take any  action or omit to take any action  which  would have a
material adverse impact upon the Licensee,  its assets utilized in the operation
of the  Stations,  the  Stations  or upon  Licensee's  ability to  perform  this
Agreement. To Licensee's best

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knowledge,  all reports,  annual regulatory fees and applications required to be
filed  with the FCC or any other  governmental  body have  been,  and during the
course of the term of this Agreement or any extension thereof,  will be filed in
a timely and  complete  manner.  The  facilities  of the  Stations  are and will
continue to comply in all material  respects with the  engineering  requirements
set forth in the FCC licenses of the Stations.  Licensee shall,  during the term
of this  Agreement,  not dispose  of,  transfer or assign any of such assets and
properties  except with the prior  written  consent of the  Programmer or in the
ordinary course of the Licensee's business.

         1.7      Programmer Responsibility.

                  (a) Programmer  shall be solely  responsible  for any expenses
incurred  in the  origination  and/or  delivery  of  programming  fro any remote
location and for any publicity or promotional  expenses  incurred by Programmer,
including,  without  limitation,  ASCAP,  BMI,  SESAC music license fees for all
programming provided by Programmer.

                  (b)  Upon   presentation   to  Programmer  by  Licensee  of  a
certificate  outlining in reasonable  detail (with invoices  attached thereto to
the extent such invoices exist) the non-capital, ordinary and customary expenses
incurred  by  Licensee in  operating  the  Stations  including  lease  payments,
utilities,  taxes,  etc.,  Programmer  shall  reimburse  Licensee  for all  such
payments  within  five (5)  business  days  after  presentation  of any and each
certificate of payment.

         1.8 Contracts. Programmer will be required to assume performance of any
of the Contracts (as defined in the Asset Purchase Agreement)  pertaining to the
Stations,  except as indicated 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,  of all existing trade and barter  agreements as listed
on  Attachment  III-A and  Licensee  shall  assign all of its rights under those
trade and barter agreements to Programmer.

         1.9 Hourly Credit.  Programmer shall receive from Licensee, as a refund
consisting of a flat rate credit of $55.00 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 for Programmer's  failure to deliver
its programming to Licensee),  to broadcast the Programmer's  programming.  Such
refunds  to  Programmer  shall be paid  within  ten (10) days of the end of each
month.

         1.10 Stations 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 for a purchase  price in excess of $5,000,  or (iv) making
any other material changes in the operation of the Stations.  Licensee agrees to
purchase  such  equipment  or other  material or services  which are  reasonably
required  for the  Stations'  operations  provided  that  Programmer  agrees  to
reimburse (in accordance  with (1.7) the Licensee for all costs  associated with
such purchases including, without limitation,  installation,  wiring and similar
related costs.

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         1.11 Use of Stations  Studios.  Licensee  agrees to provide  Programmer
with  access to the  Stations'  complete  facilities  including  the studios and
broadcast  equipment  for use by  Programmer,  if it so  desires,  in  providing
programming for the Stations;  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 material  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 Stations or for any other  Stationss owned or  time-brokered
by the  Programmer  within the same  market and shall at all times be subject to
the good faith oversight of the Licensee.

                                    Section 2

                Stations Obligations to the Community of License

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

         2.2  Additional  Licensee  Obligations.  Although  both  parties  shall
cooperate in the broadcast of emergency information over the Stations,  Licensee
shall also retain the right to interrupt Programmer's  programming in case of an
emergency or for  programming  which,  in the reasonable  good faith judgment of
Licensee,  is of  overriding  public  importance.  Such  interruption  shall not
entitle  Programmer to any credits on fees.  Licensee shall also coordinate with
Programmer the Stations'  hourly  Stations  identification  announcements  to be
aired in accord  with FCC rules.  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 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 Stations logs, receive and
respond to the telephone inquiries, control and oversee any remote control point
for the Stations.

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

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                                    Section 3
                          Stations Programming Policies

         3.1  Broadcast  Stations  Programming  Policy  Statement.  Licensee has
adopted and will enforce a Broadcast Stations  Programming Policy Statement (the
"Policy  Statement"),  a copy of which appears as Attachment IV hereto and which
may be  amended  from  time to time  by  Licensee  upon  notice  to  Programmer.
Programmer  agrees and  covenants  to comply in all 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. Programmer shall furnish or cause
to be furnished the Artistic personnel and material for the programs as provided
by this  Agreement  and all  programs  shall be in  accordance  with the  Policy
Statement and FCC requirements.  All advertising spots and promotional  material
or  announcements  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 the
Licensee  has full  authority  to control the  operation  of the  Stations.  The
parties agree that Licensee's authority includes but is not limited to the right
to reject or refuse such portions of the Programmer's programming which Licensee
reasonably  believes 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  supplied to  Licensee by giving  Licensee at
least forty-eight (48) 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  its
programming  on the  Stations,  and that  Programmer  shall  not  broadcast  any
material in violation of any law,  rule,  regulation or the  Copyright  Act. All
music supplied by Programmer shall be: (i) licensed by ASCAP, SESAC or BMI; (ii)
in the public domain;  or (iii) cleared at the source by Programmer.  Consistent
with Section 1.7 hereof, Licensee will maintain ASCAP, BMI and SESAC licenses as
necessary.  The right to use the  programming  and to  authorize  its use in any
manner shall be and remain vested in Programmer.

         3.4      Sales.

                  (a)  Programmer  shall  retain all  revenues  from the sale of
         advertising  time within the  programming  it provides to the Licensee.
         Programmer may sell  advertising,  consistent  with  applicable  rules,
         regulations  and the Policy  Statement,  on the Stations in combination
         with any other broadcast Stations of its choosing.  Programmer shall be
         responsible  for payment of the  commissions due to any sales (national
         or otherwise)  representative  engaged by it for the purpose of selling
         advertising  (national  or  otherwise)  which  is  carried  during  the
         programming it provides to Licensee. 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.

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                  (b)  Programmer  acknowledges  that  all  accounts  receivable
         arising in connection with the operation of the Stations, including but
         not  limited  to  accounts  receivable  for  advertising  revenues  for
         programs  and  announcements  performed  at the  tations  prior  to the
         Effective Date and other broadcast  revenues for services  performed at
         the Stations  prior to the Effective  Date shall remain the property of
         Licensor and that,  except as provided for below,  Programmer shall not
         acquire  any  beneficial  right or interest  therein or  responsibility
         therefor.

                  (c) Programmer is hereby  designated as agent for Licensor for
         the  purposes  of  billing,   if  unbilled,   and  collecting  accounts
         receivable of the Stations existing on or before the Effective Date and
         arising  out of  the  operations  of  the  Stations  on or  before  the
         Effective Date,  togerther with  advertising  broadcast by the Stations
         prior to the  Effective  Date and not yet  billed to  advertisers,  and
         Programmer  shall  account  for all monies  attributable  to all of the
         Stations'  accounts  receivable  collected.  On the  last  day of  each
         calendar month  following the Effective Date,  Programmer  shall render
         and  deliver to  Licensor  any  monies  collected  with  respect to the
         Stations' accounts receivable,  its written account of such billing and
         collection efforts, together with copies of such bills, correspondence,
         documents,  instruments,  and such other  information  as the  Licensor
         shall reasonably  request. On the day which is one hundred eighty (180)
         days after the  Effective  Date,  or if such day is not a business day,
         the next preceding business day,  Programmers shall deliver to Licensor
         one  hundred  percent  (100%)  of  all  monies  actually  collected  by
         Programmer   on   Licensor's   behalf   and   any   additional   bills,
         correspondance,  documents,  instruments,  files and other
         information  concerning  the billing of the accounts  receivable of the
         Stations  to which  such  monies  relate  and  which  have not yet been
         delivered  to Licensor.  Notwithstanding  the  foregoing,  Licensor and
         Programmer hereby agree that Programmer shall in no way be obligated to
         pay Licensor any amounts received by Programmer as payments on accoutns
         receivable  which arise after the Effective  Date (the  "Post-Effective
         Date Accounts Receivable").

                  (d)  Programmer  shall  receive no  remuneration  for services
         rendered  pursuant  to this  Section 3.4 and shall not be liable in any
         way for  non-collection  or failure of any such  collection of accounts
         receivable ( except for liability  arising in connection with the gross
         negligence or willful  misconduct of the Programmer in connection  with
         such accounts  receivable.).  On or before the Effective Date, Licensor
         shall deliver  Programmer a list of the Stations'  accounts  receivable
         existing  on or before  the  Effective  Date,  as well as its  unbilled
         broadcast  advertising,  existing as of the Effective  Date, as well as
         its unbilled broadcast  advertising,  existing as of the Effective Date
         ("Pre-Effective  Date  Accounts  Receivable")  which  shall be attached
         hereto as Schedule  3.4. Any cash received by Programmer as payments on
         such  accounts  receivable  after the  Effective  Date  from  customers
         included in the Pre-Effective Date Accounts  Receivable will be applied
         first  to   Pre-Effective   Date  Accounts   Receivable   and  then  to
         Post-Effective  Date Accounts  Receivable.  If a customer,  in writing,
         disputes  all  or  any  portion  of  the  Pre-Effective   Date  Account
         Receivable,   Programmer   may   credit   any  cash   payment   to  the
         Post-Effective  Date Account  Receivable  from the same  customer.  The
         disputed  Pre-Effective Date Accounts  Receivable shall be

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         returned for Licensor for it to collect. Any Pre-Effective Date Account
         Receivable which is outstanding one hundred eighty (180) days after the
         Effective  Date shall be  returned  to Licensor on such one hundred and
         eightieth (180th) day for it to collect.  The obligations of Programmer
         under this  Section  3.4(d)  shall  survivor  the  termination  of this
         Agreement.

                  (e)  Programmer  and  Licensor   hereby  agree  that  (i)  the
         provisions  of the  (3.4  apply  only  to  accounts  receivable  of the
         Licensor  arising in connection  with the operations of the Stations on
         or before the  Effective  Date and (ii)  nothing set forth herein shall
         affect  or refer to in any way any  other  accounts  receivable  of the
         Licensor.

         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 to quarterly, or more frequently at the request
of  the  Licensee,  execute  and  provide  Licensee  with  a  Payola  Affidavit,
substantially in the form attached hereto as Attachment V.

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

                                    Section 4
                                 Indemnification

         4.1 Programmer's  Indemnification.  Programmer shall indemnify and hold
harmless  Licensee  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,  slander or defamation or otherwise
arising out of Programmer's  broadcasts and sale of advertising  time under this
Agreement to the extent permitted by law.

         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' broadcasts 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, at
the sole control and expense of the Programmer, 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

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Agreement  or, at  Programmer's  option and expense,  seek reversal of the staff
decision and approval from the full Commission on appeal.

                                    Section 5
                Access to Programmer Materials and Correspondence

         5.1  Confidential  Review.  At least two (2) business days prior to the
provision of any  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. In the event that  Programmer
fails to meet its political time  obligations  under the  Communications  Act of
1934,  as amended,  and the rules and  regulations  of the FCC and such  failure
inhibits Licensee in the performance of its political time obligations,  then to
the extent reasonably necessary to assure the Licensee's performance, Programmer
shall release advertising  availabilities to Licensee;  provided,  however, that
all revenues  realized by Licensee as a result of such a release of  advertising
time shall be immediately paid to Programmer.

                                    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  1.2  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;

                  (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;

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                  (e)      the Asset Purchase Agreement is terminated in
accordance with its terms; or

                  (f)      in accordance with (6.2 hereof

         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 thirty (30) days
of this Agreement a report of a consulting engineer, chosen by Programmer, which
concludes that the Stations is not operating substantially within the parameters
authorized  by the FCC or that the  Stations'  actual  coverage of the market is
materially  less than it should  be,  Licensee  may  either  (i)  terminate  the
Agreement or (ii) at its expense, take such steps as are reasonably necessary to
restore the effective coverage or operating  parameters of the relevant Stations
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 are not
restored  within  thirty  (30)  days of  notice  of the  coverage  or  operating
deficiencies,  then  Programmer  shall be entitled to a full refund,  on a daily
basis,  of the  Hourly  Credit  amount  set  forth in  Section  1.9  until  such
deficiencies  are corrected or the date of the  termination of this Agreement by
the  Licensee,  whichever is earlier,  and such refunds shall be made within ten
(10) days of the end of the month.

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

                  (c) If Licensee uses an auxiliary or alternate transmitter for
the Stations for a period of five (5) consecutive  days or more, then the refund
for such period shall be  twenty-five  percent (25%) of the Hourly Credit amount
set forth in Section 1.9 for so long as such auxiliary or alternate  transmitter
site is in use if Programmer  has, in fact, been required to make rebates and/or
other financial accommodations to its advertisers.  Should such transmitter site
move  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
1.9 for so long as such alternate  transmitter  site is in use. The refund shall
be reflected in a refund payment by Licensee to Programmer  within ten (10) days
of the end of the month.

                  (d) If, due to damage to or failure of transmission equipment,
the Stations 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, of the Hourly Credit amount set
forth in Section 1.9 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  Stations'
facilities or 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 Licensee will not be liable to Programmer, except to the

                                      9

<PAGE>


extent of allowing in each such case an appropriate refund for time not provided
based upon the Hourly  Credit set forth under  Section 1.9  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, Licensee will
not enter into any other time brokerage,  program provision, local management or
similar agreement with any third party with respect to the Stations.

                                    Section 7
                                  Miscellaneous

         7.1 Assignment.  This Agreement shall be binding upon and insure to the
benefit  of the  parties  hereto,  their  successors  and  assignees,  including
specifically  any  purchaser of the Stations  from  Licensee.  Neither party may
assign its rights under this Agreement  without the prior written consent of the
other party which shall not be  unreasonable  withheld,  provided,  however that
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  (but only if American
Radio Systems Corporation  continues to remain liable for all of the obligations
of such  assignee  hereunder)  and Licensee has the right to assign its payments
hereunder to its Lenders upon written notification to Programmer.

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

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

         7.4 FCC  Certification  (47 C.F.R. ss. 73.3555(a) (2) (ii). The parties
shall execute a Certification  in the form of Attachment VI hereto,  as required
by Section 73.3555(a) (2) (ii) of the FCC's rules.

         7.5 Entire Agreement. This Agreement and the Attachments hereto and the
Asset  Purchase  Agreement  between  Programmer  and Licensee  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.

                                       10


<PAGE>

         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 of 1934, as amended,  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.

         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:      Precision Media Corporation
                  36 Bay State Road
                  Cambridge, MA
                  Attn: Donald F. Law, President

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) 375-7550

                  Dow, Lohnes and Albertson
                  1200 New Hampshire Ave., N.W.
                  Suite 800
                  Washington, DC  20036
                  John R. Feore, Jr. Esq.
                  Fax:  (202) 776-2222

         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 Public Announcements. The parties will coordinate and consult with
one  another  before  making  any press  release  or other  public  announcement
concerning  the  transaction  contemplated  under  this  Agreement.   Programmer
acknowledges that announcements and direct or indirect communications concerning
any changes which  Programmer may plan for the future  operation of the Stations
prior to the  Effective  Date may have a  deleterious  effect  on the  business,
operation, and reputation of the Stations and Licensee. Accordingly,  Programmer
agrees that neither it nor its employees,  representatives  or agents shall make
any formal or information  announcements to or communication  with any employees
of the Stations or to any person with whom the Stations  does  business  without
written approval of Licensee.  Programmer further agrees that neither it nor its
employees will release or publicize any such planes changes within the community
of license or service area or  operations  of the  Stations  without the written
approval of Licensee, which shall not be unreasonably with held, and which shall
be granted if necessary or appropriate to comply with the rules,  regulations or
policies of the FCC.

                                       11

<PAGE>

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



                                            LICENSEE:
                                            PRECISION MEDIA CORPORATION



                                            By:  ______________________________


                                            PROGRAMMER:
                                            AMERICAN RADIO SYSTEMS CORPORATION



                                            By:   _____________________________




                                      12




<PAGE>






                                  ATTACHMENT I

                                Stations Coverage

         WMYF(AM) and WERZ(FM), Exeter, New Hampshire and WZNN(AM) and WSRI(FM),
Rochester,  New Hampshire current FCC Licenses and contour maps on file with the
FCC.

                                      




<PAGE>






                                  ATTACHMENT II

                                Stations Expenses

The following  expenses  relating to the operation of the Stations shall be paid
by the Licensee:

         a)       Salary,  payroll  taxes,  benefits and other costs relating to
                  the employment of the Stations' [_____________].

         b)       Salary,  payroll taxes  benefits,  and other costs relating to
                  the employment of the Stations' [_________________].

         c)       Cost of tower rent  electricity and other  utilities  directly
                  related  to  the  operation  of  the   Stations'   transmitter
                  facilities.




                                       




<PAGE>












                                  ATTACHMENT IV


                Broadcast Stations Programming Policy Statement

                                      




<PAGE>





                               BROADCAST STATIONS
                          PROGRAMMING POLICY STATEMENT


         Programmer  agrees to cooperate  with Licensee 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,  Programmer  will
                  clear with Licensee's general manager the rate Programmer 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 Stations
                  policy.

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

         V.       Commercial  Recordkeeping.  Programmer  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 Stations without reporting the same in advance to and
                  receiving  the prior  written  consent of  Licensee's  general
                  manager.  No commercial messages ("plugs") or undue references
                  shall be made in  programming  presented  over Stations 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  Programmer (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.

         VI.      No  Illegal   Announcements   No  announcements  or  promotion
                  prohibited

                                      




<PAGE>



                  by federal or state law or  regulation  of any lottery or game
                  shall  be made  over  the  Stations.  Any  game,  contest,  or
                  promotion  relating to or to be  presented  over the  Stations
                  must be fully  stated and  explained  in advance to  Licensee,
                  which reserves the right in its sole  discretion to reject any
                  game, contest, or promotion.

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


         Licensee  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,
Programmer  should  submit the same to Licensee for decision  before  making any
commitments in connection therewith.




                                        2




<PAGE>










                                  ATTACHMENT V


                                Payola Statement


                                 




<PAGE>





                            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 is _________________________  for  ________________________________.
                        (Position)

2.       He has acted in the above capacity since _____________.

3.       No matter has been broadcast by Stations  __________ for which service,
         money or other valuable  consideration  has been directly or indirectly
         paid, or promised to, or charged, or accepted,  by him 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 is aware, no matter has been broadcast by Stations _______
         for which  service,  money,  or other valuable  consideration  has been
         directly or indirectly paid, or promised to, or charged, or accepted by
         Stations _______ 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 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 Stations ________.

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.


                                  




<PAGE>




7.       He,  his spouse and his  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 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
                  Stationss;

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

         6.       Advertising on Stations ______, or any other Stations 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:  __________________


                                       2




<PAGE>










                                  ATTACHMENT VI


                                FCC Certification




                                    




<PAGE>







                                  CERTIFICATION


         Pursuant to Section 73.3555(a) (2) (ii) of the FCC's Rules:


1.       The licensee of the brokered  Stationss  affected by the foregoing Time
         Brokerage Agreement hereby certifies that it will at all times maintain
         ultimate  control  (as defined in FCC rules and  regulations)  over the
         Stations' facilities, including specifically control over the Stations'
         finances, personnel and programming; and

2.       The  licensee of the  brokering  Stationss  hereby  certifies  that the
         proposed  Agreement for the time brokerage complies with the provisions
         of Section 73.3555(a) (2) (ii) of the FCC's rules.

                  Dated this ________ day of _____________________, 199______.


                  LICENSEE:



                                            By:  ______________________________
                                            Its:  _____________________________


                  PROGRAMMER: AMERICAN RADIO SYSTEMS CORPORATION


                                            By:  ______________________________
                                            Its:  _____________________________