EXHIBIT 10.19

                                 TRUST AGREEMENT


         THIS TRUST  AGREEMENT  (the "Trust  Agreement")  is entered  into as of
March____,  1997, by and among  American Radio Systems  Corporation,  a Delaware
corporation and American Radio Systems License Corp. (collectively,  "American")
a Delaware corporation wholly owned by American Radio Systems  Corporation,  and
Richard E. Oppenheimer (the "Trustee").

                                    RECITALS

A. American holds various  licenses,  permits and  authorizations  issued by the
Federal  Communication  Commission  (the "FCC")  with  respect to three FM radio
broadcast   stations  and  three  AM  broadcast   stations  in  the  Sacramento,
California, radio market.

B.  American  has entered  into an Amended and  Restated  Agreement  and Plan of
Merger with EZ Communications,  Inc. ("EZ"), a subsidiary of which holds various
licenses,  permits  and  authorizations  issued  by the  FCC  for  two FM  radio
broadcast  stations  and  one AM  radio  broadcast  station  in the  Sacramento,
California,  radio market.  An application to transfer control of EZ to American
is pending before the FCC.

C. American has entered into certain other  agreements by which it will acquire,
subject to FCC consent,  the  licenses to three  additional  FM radio  broadcast
stations and two  additional AM radio  broadcast  stations,  including  KXOA-FM,
Sacramento, California.

D.  American has further  entered in certain  agreements  by which it will sell,
subject to FCC consent,  the licenses to two AM radio broadcast stations and one
FM radio broadcast station, such FM radio broadcast station being KXOA-FM.

E. The rules and  regulations of the FCC state that in a radio market with 45 or
more commercial  radio broadcast  stations (such as Sacramento,  California),  a
party may own up to eight  commercial  radio broadcast  stations,  not more than
five of which are in the same service (AM or FM). American desires to enter into
this Trust  Agreement to facilitate  consummation  of the merger with EZ and the
consummation  of its other  transactions in the  Sacramento,  California,  radio
market by assuring that such consummations will not, under Section 73.3555(a) of
the FCC's rules,  result in the  attribution to American,  at any given time, of
more than eight radio broadcast stations in any contour-based radio market in or
around Sacramento, California.

F.  American  has  entered  into an  agreement  to sell  KXOA-FM to ECI  License
Company,  L.P. ("ECI") and has filed an application with the FCC seeking consent
to such assignment in order to comply with the FCC's rules regarding the maximum
number of radio broadcast stations that may be owned by a particular entity in a
single  contour-based radio market.  Interim acquisition by the Trustee, for the
benefit of American, of the assets of KXOA-FM


                                                     

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(the   "Station")   would  provide  an   appropriate   mechanism  to  facilitate
consummation  of the merger with EZ and the  consummation  of  American's  other
transactions in or around Sacramento,  California, while complying with the laws
and regulations relating to transactions of this type.

G. ECI and American have entered into a Time Brokerage  Agreement  ("TBA") dated
______,  1997,  under  Section  73.3555(a)(ii)  of the  Commission's,  by  which
American  has agreed to permit ECI to program and sell  advertising  time on the
Station.

H. In the event  that  American  requests  that the  Trustee  sell the  Stations
Assets,  as  hereinafter  defined,  pursuant  to  Section  3(f)  of  this  Trust
Agreement, and the Trustee concurs with the decision, then the Trustee agrees to
use his best  efforts to apply to the FCC for consent to the  assignment  of the
Station Assets within six (6) months of the date of this Trust Agreement.

         Therefore, the parties agree as follows:

                                    AGREEMENT

         1. Creation and Purpose of The KXOA-FM Trust.  Subject to the terms and
conditions  hereof,  a trust in respect of the Station  Assets is hereby created
and established,  to be known as the "The KXOA-FM Trust," and the Trustee hereby
accepts the trust created hereby and agrees to serve as trustee  hereunder.  The
trust  created  hereby shall be  irrevocable  until such time as American or its
affiliates  no  longer  holds  an  ownership  interest  (through  this  Trust or
otherwise) in more than nine radio broadcast stations in two contour-based radio
markets in or around Sacramento, California.

         2.       Assets to be Conveyed; Assumption of Obligations.

                  (a) Upon  execution  of this Trust  Agreement  and pursuant to
consent by the FCC,  American shall transfer and convey to Trustee,  and Trustee
shall  acquire  from  American,  all of the assets,  real,  personal  and mixed,
tangible  and  intangible  (including  the  business  of the  Station as a going
concern),  owned or held by American as of the date of the  consummation  of its
acquisition of the Station,  and used, useful or necessary in the conduct of the
business  and  operation  of the  Station,  including,  but not  limited to, the
following:

                           (i)      all of American's right,  title and interest
                                    in and to the  licenses,  permits  and other
                                    authorizations  issued  by any  governmental
                                    authority  and used,  useful or necessary in
                                    the conduct of the business and operation of
                                    the  Station,   including  the  call  letter
                                    "KXOA-FM"  and  any  applications  for  such
                                    licenses, permits and authorizations;



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                           (ii)     all of American's right,  title and interest
                                    in  and  to  all  real  property,  including
                                    leasehold  interests  and  easements,  used,
                                    useful or  necessary  in the  conduct of the
                                    business and the operation of the Station;

                           (iii)    all   equipment,    office   furniture   and
                                    fixtures,  office  materials  and  supplies,
                                    inventory,  spare parts,  motor vehicles and
                                    other  tangible  personal  property of every
                                    kind and description,  owned, leased or held
                                    by American and used, useful or necessary in
                                    the conduct of the business and operation of
                                    the Station;

                           (iv)     all  cash in the  Station's  operating  bank
                                    account;

                           (v)      all accounts  receivable  arising out of the
                                    operation of the Station;

                           (vi)     all of American's  rights under and interest
                                    in all contracts  relating to the conduct of
                                    the business of the Station  (but  excluding
                                    any  contract or  agreement  for the sale of
                                    the Station's assets  following  termination
                                    of the Trust created hereby);

                           (vii)    all  programs and  programming  materials of
                                    whatever  form or nature  owned by  American
                                    and  used or  intended  for use on or by the
                                    Station;

                           (viii)   all of American's right,  title and interest
                                    in  and  to  the  trademarks,  trade  names,
                                    service   marks,   franchises,   copyrights,
                                    including registrations and applications for
                                    registration of any of them, jingles, logos,
                                    slogans,  licenses,  permits and  privileges
                                    owned or held by American  and used,  useful
                                    or  necessary in the conduct of the business
                                    and operation of the Station;

                           (ix)     all  files,   records,   books  of  account,
                                    computer  programs  and  software  and  logs
                                    relating to the  operation  of the  Station,
                                    including,   without   limitation,   payable
                                    records,   receivable   records,   invoices,
                                    statements,  traffic  material,  programming
                                    information    and    studies,     technical
                                    information and  engineering  data, news and
                                    advertising    studies   and    consultants'
                                    reports,  ratings  reports,   marketing  and
                                    demographic   data,  sales   correspondence,
                                    lists of advertisers, promotional materials,
                                    credit and sales reports, budgets, financial
                                    reports and  projections,  sales,  operating
                                    and business plans, filings with the


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                                    FCC  and  original  executed  copies  of all
                                    written contracts to be assigned  hereunder;
                                    and

                           (x)      all    of     American's     rights    under
                                    manufacturers'   and   vendors'   warranties
                                    relating  to items  included  in the Station
                                    Assets and all similar  rights against third
                                    parties  relating  to items  included in the
                                    Station  Assets to the extent  contractually
                                    assignable.

                  (b) The  assets to be  transferred  to Trustee  hereunder  are
hereinafter collectively referred to as the "Station Assets."

                  (c) The Trustee shall assume and undertake to pay,  satisfy or
discharge the liabilities,  obligations and commitments of the Station under all
its contracts, including time sales agreements and employment agreements.

                  (d) The Trustee shall retain and hold the Station Assets,  and
assume the Station's  obligations,  only in accordance  with, and subject to the
terms and conditions set forth in, this Trust Agreement.

         3.       Management and Other Actions by Trustee.

                  (a)  During  the term of this  Trust  Agreement,  the right to
manage and direct the  management of the business of the Station shall be solely
vested in the  Trustee,  subject  to the TBA  between  American  and ECI,  which
agreement  shall be assigned to Trustee on the date  hereof,  and subject to the
following:

                           (i)      The Trustee shall conduct the  operations of
                                    Station as a radio  broadcaster  serving the
                                    Sacramento,  California, radio market in the
                                    ordinary course of business  consistent with
                                    past  operations  of  the  Station.  To  the
                                    extent possible,  the Trustee shall maintain
                                    the   status  quo  of  such   operation   as
                                    currently   operating   with   a   view   to
                                    maximizing  the  value  to  be  received  by
                                    American   consistent   with  the  Trustee's
                                    duties  as a  licensee  of the  FCC and as a
                                    fiduciary  of  American.  With respect to so
                                    conducting  the operations and management of
                                    the Station, Trustee shall within 15 days of
                                    the  end  of  each  calendar  month  provide
                                    American or its  designee  with such monthly
                                    financial  reports  consisting  of unaudited
                                    balance  sheets of the  Station  and related
                                    statements of operations  and cash flows for
                                    the month and three-month  period then ended
                                    as shall be  necessary  for American to meet
                                    its financial reporting  requirements to its
                                    accountants,  lenders,  the  Securities  and
                                    Exchange    Commission    and   any    other
                                    authorities   of   competent   jurisdiction.
                                    Trustee shall also provide American


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                                    or its  designee  with  monthly  budgets and
                                    estimates    (which    shall   be   prepared
                                    consistent  with all budgets  and  estimates
                                    previously  prepared by  American),  setting
                                    forth on an aggregate  basis only and not on
                                    a line item  basis,  the  Station's  monthly
                                    expenses,    including    expenditures   for
                                    equipment  or  other  capital  assets,   and
                                    operating income  anticipated to be incurred
                                    or earned  monthly  during the next upcoming
                                    three  calendar  months  as  well  as  on an
                                    aggregate  basis  through the next  upcoming
                                    twelve calendar  months.  American shall not
                                    use  or  attempt  to  use  these   financial
                                    materials to limit or restrict the Trustee's
                                    discretion  to  operate  the  Station in the
                                    manner described in this subsection;

                           (ii)     to the extent that the Station's  operations
                                    generate cash accumulations in excess of the
                                    Station's  actual and projected  expenses as
                                    determined   by  the  Trustee  in  his  sole
                                    discretion ("Excess Cash Flow"), such Excess
                                    Cash Flow  shall  first be  applied to repay
                                    amounts  due to  American  under the line of
                                    credit provided for in Section  3(a)(iii) of
                                    this Trust  Agreement,  and thereafter shall
                                    be remitted to American from time to time as
                                    the Trustee shall determine;

                           (iii)    to the extent that the Trustee determines in
                                    his discretion that management and operation
                                    of the Station consistent with past practice
                                    or that  payment  of the  charges  and other
                                    expenses  set forth in Section  4(c)  hereof
                                    requires  funds in  excess  of the  ordinary
                                    cash flow of the Station (as  diminished  by
                                    any prior  remittances of Excess Cash Flow),
                                    American  agrees to provide a line of credit
                                    to  Trustee  in  the  amount  of   $500,000,
                                    repayable   from   Excess   Cash  Flow  with
                                    interest at prime plus one percent. American
                                    shall not communicate directly or indirectly
                                    with the Trustee about, or participate  with
                                    the Trustee in making,  any decision to draw
                                    on the line of  credit  or as to when or how
                                    the funds will be used. The Trustee may draw
                                    on the line of  credit  by  making a written
                                    draft on American  for a specific  amount of
                                    funds.  American  shall,  within ten days of
                                    receipt of such draft, provide such funds to
                                    Trustee in the amount  requested,  up to the
                                    limit of the line of credit; and

                           (iv)     any employee hired by the Trustee who is not
                                    employed at the Station as of the  effective
                                    date of this Trust  Agreement shall not be a
                                    1%   or   greater   shareholder,   director,
                                    officer,  or  employee  of  American  or its
                                    affiliates,  and may not have  any  business
                                    and familial relationship (as defined in the
                                    FCC Policy Statement in


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                                    MM Docket No.  85-218,  FCC 86-67 (March 17,
                                    1998))  with  American  or  with  any  1% or
                                    greater shareholder,  director,  officer, or
                                    employee of American or its affiliates.

                  (b) The Trustee shall cause any employee hired by him pursuant
to Section  3(a)(iv),  and any person  previously  employed by American whom the
Trustee elects to retain, to execute and deliver to the Trustee an agreement, in
form and substance  acceptable  to the Trustee,  pursuant to which such employee
agrees to comply with the rules,  regulations and policies of the FCC, including
without limitation all rules,  regulations and policies governing communications
among such  employee and American or its  officers,  directors,  employees,  and
affiliates, regarding the Station and its management and operations.

                  (c) Subject to the terms of the TBA and this Trust  Agreement,
no person  other than the Trustee or managers  designated  by the Trustee  shall
have any authority  with respect to the management of the Station or the Station
Assets for so long as this Trust Agreement is in effect.  The Trustee shall have
no beneficial interest in the Station Assets.

                  (d) Except as expressly provided in this Trust Agreement,  the
Trustee shall not:  incur any debt or guaranty  obligation in favor of any other
person;  engage in any business other than as necessary in Trustee's  reasonable
opinion  to meet his  fiduciary  duties  with  respect to the  operation  of the
Station as a  broadcast  licensee  serving  the  Sacramento,  California,  radio
market;  sell or otherwise  transfer,  assign or encumber all or any significant
Station Assets,  or enter into any agreement to do so; or enter into any merger,
consolidation,  or  similar  transaction  or engage in any  reclassification  or
similar transaction.

                  (e)  American  has,  prior  to the  execution  of  this  Trust
Agreement,  entered into a binding  agreement for the sale of the Station Assets
to ECI. Upon FCC consent to that sale, and upon  notification  to the Trustee in
writing,  provision  to the Trustee with a copy of such  binding  agreement  and
provision to the Trustee of a copy of the FCC consent, then the Trustee,  acting
for  the  benefit  of  American,  shall  sell  such  Station  Assets  as soon as
practicable to ECI consistent with the terms of the binding agreement.

                  (f)  In the  event  that  the  FCC  does  not  consent  to the
assignment  of the  Station  Assets  to ECI,  American  shall  have the right to
request the Trustee to sell the Station Assets to any other  unaffiliated  third
party. Within 24 hours of receipt of such a request from American, Trustee shall
advise  American  whether he concurs in such a sale. In the event the Trustee so
concurs,  the Trustee shall have the authority to take all actions  necessary or
appropriate  to effectuate  the transfer of title to the Station  Assets held by
the  Trustee  pursuant to this Trust  Agreement  to (and the  assumption  of the
liabilities,  obligations  and  commitments  of the Station by) an  unaffiliated
third party. In this regard,  Trustee shall enter into  appropriate  agreements,
submit  and  fully  prosecute  appropriate  applications  to the FCC  requesting
approval to assign the Station Assets,  and,  following  receipt of FCC consent,
transfer the Station Assets to the approved assignee.  To facilitate any sale of
the Station


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Assets to an unaffiliated  third party,  the Trustee may request in writing from
American such information, representations and warranties regarding operation of
the Station as may be needed to effectuate such sale.

                  (g) The Trustee shall have any and all such further powers and
shall take such further  actions  (including,  but not limited to,  taking legal
action) as may be  necessary  to fulfill the  Trustee's  obligations  under this
Trust Agreement.

         4.       Concerning the Trustee.

                  (a) Subject to the  provisions  of this Trust  Agreement,  The
KXOA-FM Trust created  hereby and the operations of the Station shall be managed
by the Trustee, who shall comply with all rules, regulations and policies of the
FCC.

                  (b) The Trustee shall be entitled to receive  compensation for
his services  hereunder at the rate of $10,000.00 per month, but shall receive a
minimum of $10,000.00  irrespective  of the duration of The KXOA-FM  Trust.  The
Trustee agrees that in return for such compensation, he will devote such time to
The KXOA-FM Trust as is necessary in the proper exercise of his fiduciary duties
hereunder.  Payment of Trustee's monthly  compensation shall be made by American
within 20 days after receipt of appropriately  detailed invoices therefor.  Such
invoices  shall be rendered on a monthly basis and upon the  termination of this
Trust Agreement under any of the provisions of Section 5 hereof.

                  (c) The Trustee is expressly authorized to incur and pay, from
the Station  Assets held in trust,  all  reasonable  charges and other  expenses
which the Trustee deems  necessary and proper in the  performance  of his duties
under this Trust Agreement,  including fees and charges for legal counsel of his
choosing and the cost of any necessary secretarial staff. American hereby agrees
to  reimburse,  indemnify,  defend and hold  harmless  the  Trustee  against all
claims,  costs and defense of claims (including  reasonable  attorneys' fees and
disbursements),  expenses and  liability  incurred by the Trustee in  connection
with the  performance  of his duties  under this Trust  Agreement,  except those
incurred as a result of the Trustee's  gross  negligence,  intentional  wrongful
action or willful  misconduct.  Payments to the Trustee pursuant to this Section
4(c) shall be made within 20 days of submission by the Trustee of  appropriately
detailed  invoices  therefor.  The  obligations of American to the Trustee under
this Section 4(c) shall survive the  resignation,  incapacity  to act,  death or
insolvency of the Trustee and the termination of this Trust Agreement.

                  (d) The Trustee  shall be free from  liability  in acting upon
any paper,  document or  signature  believed by the Trustee to be genuine and to
have been signed by the proper  party.  The Trustee  shall not be liable for any
error of  judgment  in any act done or  omitted,  nor for any mistake of fact or
law,  nor for  anything  which the Trustee may do or refrain  from doing in good
faith.  The Trustee may consult  with legal  counsel of his own choosing and any
action under this Trust Agreement taken or suffered in good faith by the


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Trustee and in  accordance  with the opinion of the  Trustee's  counsel (if such
opinion shall have been obtained by Trustee)  shall be conclusive on the parties
to this Trust Agreement, and the Trustee shall be fully protected and be subject
to no liability in respect thereto.

                  (e) Subject to Section 4(c)  hereof,  the rights and duties of
the Trustee  hereunder  shall  terminate  upon the Trustee's  incapacity to act,
death or insolvency,  and no interest in any of the Station  Assets  directly or
indirectly held by the Trustee nor any of the rights and duties of a deceased or
insolvent  Trustee may be  transferred  by will,  devise,  succession  or in any
manner except as provided in this Trust  Agreement.  The heirs,  administrators,
executors or other  representatives  of an incapacitated,  deceased or insolvent
Trustee  shall,  however,  have the right and duty to convey any Station  Assets
held by the Trustee to one or more  successor  Trustees  designated  by American
pursuant to Section 4(g) below.

                  (f) The  Trustee  may  resign by giving  not less than 60 days
advance  written notice of  resignation  to American,  provided that a successor
Trustee has been appointed, such appointment has received all necessary approval
from the FCC, and any order granting such approval has become a final order with
respect  to  which  no  action,  request  for  stay,  petition  for  hearing  or
reconsideration, or appeal has been timely filed and is pending, and as to which
the time for filing any such request,  petition or appeal has expired.  American
shall  cooperate fully prompt  appointment of a successor  Trustee and shall not
unreasonably interfere with or delay the effectiveness of such resignation.

                  (g) In the event of such resignation, incapacity to act, death
or  insolvency  of the  Trustee,  he shall be  succeeded,  subject to such prior
approval  of the  FCC as may be  required,  by a  successor  Trustee  chosen  by
American.  Any  successor  Trustee  shall  succeed  to  all of  the  rights  and
obligations of the Trustee  replaced  hereunder upon execution by such successor
Trustee of a counterpart of this Trust Agreement.

                  (h) The Trustee and any successor Trustee designated  pursuant
to  paragraphs  (f) and  (g) of this  Section  4  shall  not be a 1% or  greater
shareholder,  officer, employee, director, or affiliate of American, and may not
have any  business  or  familial  relationship  (as  defined  in the FCC  Policy
Statement in MM Docket No. 85-218, FCC 86-67 (March 17, 1986)) with any officer,
employee,  director, or 1% or greater shareholder or affiliate of American.  Nor
shall the Trustee or any  successor  Trustee serve as an officer,  employee,  or
director of American or its affiliates, or its successor companies following the
assignment specified in Section 3(e) or Section 3(f).

         5. Termination of Trust Agreement;  Distribution of Proceeds of Sale of
Assets.

                  (a)  Subject  to each FCC  approval  as may be  required,  and
following the receipt of such FCC approval, this Trust Agreement and The KXOA-FM
Trust created  hereby shall  terminate upon the first to occur of the following:
(i) the expiration of two


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years  from the date of this  Trust  Agreement;  or (ii) the  assignment  of the
Station  Assets as  contemplated  by Section  3(e) or Section 3(f) of this Trust
Agreement.

                  (b) Upon the termination of this Trust  Agreement  pursuant to
Section  5(a)(ii)  hereof and consistent  with the  requirements of the FCC, the
Trustee shall deliver to the assignee those Station Assets  contemplated  by the
assignment  transaction that has been approved by the FCC, and shall deliver all
other property held by the Trustee  pursuant to this Trust Agreement to American
or its  designee.  In the  case  of a sale  of all or  substantially  all of the
Station  Assets to an  unaffiliated  third party,  specifically  including  ECI,
pursuant to Section  3(e) or 3(f) of this Trust  Agreement,  the  Trustee  shall
receive the money,  securities,  rights or property which are distributed or are
distributable in respect of the Station Assets,  and, after paying (or reserving
for payment thereof) any expenses or liability  incurred  pursuant to this Trust
Agreement, shall distribute or cause the distribution of such money, securities,
rights or property to American or its designee.

         6.       Communications.

                  (a) The  Trustee  may  communicate  with and  provide  reports
(including specifically the financial reports provided for in Section 3(a)(i) to
American  concerning the implementation of The KXOA-FM Trust, but not concerning
the  management  and  operations  of the  Station  except as provided in Section
3(a)(i) above.

                  (b) The Trustee may engage in the communications  contemplated
by  Section  3(e)  hereof  to  facilitate  a sale of the  Station  Assets  to an
unaffiliated third party.

                  (c)  Neither  American  nor  any of its  officers,  directors,
employees,  shareholders  or  affiliates  shall  communicate  with  the  Trustee
regarding the operation or management of the Station.  American may  communicate
with the  Trustee as  provided  in  Section  3(e)  hereof,  and  concerning  the
mechanics of implementing any sale of the Station Assets.  Existing  programming
contracts  between  American or the  Station or any  affiliate  of American  for
programming  broadcast  by  the  Station  may  continue  in  force  until  their
termination,  or may be renewed if renewal on the same terms is  automatic  upon
notification.  Ministerial  written  communications  in connection with existing
contracts may continue.

                  (d) Any communications permitted by Section 6(a), 6(b) or 6(c)
shall be  evidenced  in  writing,  and  shall be  retained  by the  Trustee  for
inspection upon request by the FCC.

                  (e) All  notices  and other  communications  given  under this
Trust Agreement shall be deemed to have been duly given when delivered in person
or by overnight  express,  mailed by first-class,  registered or certified mail,
postage  prepaid,  or  transmitted  by facsimile and addressed to the parties as
follows:



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                           (i)  If to American:

                                American Radio Systems Corporation
                                116 Huntington Avenue
                                Boston, Massachusetts 02116
                                (617) 375-7500
                                Attn: Mr. Steven B. Dodge

                                with a copy, which shall not constitute notice,
                                to:

                                Sullivan & Worcester LLP
                                One Post Office Square
                                 Boston, Massachusetts 02109
                                (617) 338-2800
                                Attention: Norman A. Bikales

                                with a copy, which shall not constitute notice,
                                to:

                                Dow, Lohnes & Albertson, PLLC
                                1200 New Hampshire Avenue, N.W.
                                Suite 800
                                Washington, D.C. 20036
                                (202) 776-2000
                                Attn: John R. Feore, Jr.

                           (ii) If to the Trustee:

                                Richard E. Oppenheimer
                                c/o Signature Broadcasting
                                2201 Northland Drive
                                Suite C
                                Austin, Texas 78756
                                (512) 451-7966
                                with a copy, which shall not constitute notice,
                                to:

                                Rosenman & Colin
                                1300 19th Street, N.W.
                                Suite 200
                                Washington, D.C. 20036
                                (202) 463-4650
                                Attn:   Shelley Sadowsky



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or to such other address as any of them by written notice to the others may from
time to time  designate.  Each  notice  or other  communication  which  shall be
delivered,  mailed or transmitted in the manner  described above shall be deemed
sufficiently  received  for all  purposes at such time as it is delivered to the
addressee  (with any return receipt or deliver  receipt being deemed  conclusive
evidence  of such  delivery)  or at such  time as  delivery  is  refused  by the
addressee upon presentation, but in the case of a facsimile, only if a hard copy
is also sent by overnight courier.

         7.       Miscellaneous

                  (a) This Trust Agreement,  together with the February 24, 1997
Engagement and Assignment  Agreement,  constitutes the entire agreement  between
the parties  hereto with respect to the subject matter hereof and supersedes all
prior oral or other  written  agreements,  commitments  or  understandings  with
respect to the matters  provided for herein.  This Trust  Agreement shall not be
amended, altered or modified except by an instrument in writing duly executed by
each of the parties hereto.  Substantial  changes in this Trust Agreement may be
made only as required or approved by FCC order. A copy of any substantial change
shall  be filed  by the  Trustee  with the FCC  within  ten days  following  the
execution thereof,  with copies to the appropriate  divisions and bureaus of the
FCC.

                  (b) This Trust Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective  permitted  successors
and  permitted  assigns.  Subject to Section 4(g) hereof,  this Trust  Agreement
shall not be assignable by the Trustee.

                  (c) If any part of any  provision  of this Trust  Agreement or
any other  agreement,  document or writing  giving  pursuant to or in connection
with this Trust Agreement  shall be invalid or  unenforceable  under  applicable
law,  said part  shall be  ineffective  to the extent of such  invalidity  only,
without  in any way  affecting  the  remaining  part of  said  provision  or the
remaining provisions of this Trust Agreement.

                  (d) The headings of the sections of this Trust  Agreement  are
inserted for  convenience of reference only and do not form a part or affect the
meaning thereof.

                  (e) This Trust  Agreement,  the rights and  obligations of the
parties hereto, and any claims and disputes relating thereto,  shall be governed
by and  construed  in  accordance  with the laws of the State of  ________  (not
including the choice of law rules thereof).

                  (f) This  Trust  Agreement  may be  executed  in any number of
counterparts,  each of which shall be deemed to be an original, and all of which
together shall be deemed to be one and the same instrument.

                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>



         IN  WITNESS  WHEREOF,  the  Parties  hereto  have  executed  this Trust
Agreement or caused this Trust  Agreement to be duly executed on their behalf as
of the date and year first herein above set forth.

                                            AMERICAN RADIO SYSTEMS CORPORATION



                                            By: ______________________________


                                            AMERICAN RADIO SYSTEMS LICENSE CORP.


                                            By: ______________________________


                                            RICHARD E. OPPENHEIMER, TRUSTEE


                                            By: ______________________________


















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