SUBSIDIARY GUARANTY


                          Dated as of December 31, 1998

                                      From


                           ABC INTERNET SERVICES, INC.

                              ABC INVESTMENT CORP.

                          CLASSIC RADIO HOLDING CORP.,

                        CLASSIC RADIO ACQUISITION CORP.,

                                       and

                              CH ACQUISITIONS CORP.

                                 as Guarantors,

                                   in favor of

                              FLEET NATIONAL BANK,

                             as Administrative Agent




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                                TABLE OF CONTENTS

Section                                                                     Page
-------                                                                     ----

Section 1.  Guaranty; Limitation of Liability                                 1

Section 2.  Guaranty Absolute                                                 2

Section 3.  Waivers and Acknowledgments                                       3

Section 4.  Subrogation                                                       3

Section 5.  Payments Free and Clear of Taxes, Etc.                            4

Section 6.  Representations and Warranties                                    6

Section 7.  Covenants                                                         7

Section 8.  Amendments, Etc.                                                  7

Section 9.  Notices, Etc.                                                     7

Section 10. No Waiver; Remedies                                               7

Section 11. Right of Setoff.                                                  7

Section 12. Indemnification                                                   8

Section 13. Continuing Guaranty; Assignments Under the Credit Agreement       8

Section 14. Governing Law; Jurisdiction; Waiver of July Trial, Etc.           8

Section 15. Counterparts                                                      9


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<PAGE>

                                    GUARANTY


     GUARANTY (this "Guaranty"),  dated as of December 31, 1998, made by each of
the Persons listed on the signature pages hereof, and the Additional  Guarantors
(as  defined  in  Section  8(b))  (such  Persons  so listed  and the  Additional
Guarantors being,  each, a "Guarantor",  and collectively,  the "Guarantors") in
favor of Fleet National Bank, as Administrative Agent under the Credit Agreement
referred  to below (the  "Administrative  Agent") for the benefit of the Secured
Parties (as defined in such Credit Agreement).

     PRELIMINARY  STATEMENT.  Audio Book Club, Inc., a Delaware corporation (the
"Borrower"), has entered into a Credit Agreement, dated as of November___,  1998
(said Credit Agreement, as it may hereafter be amended,  supplemented,  restated
or  otherwise  modified  from  time  to  time,  being  the  "Credit  Agreement";
capitalized  terms  used and not  otherwise  defined  herein  have the  meanings
ascribed  to  them  in  the  Credit  Agreement),   with  the  banks,   financial
institutions  and other  institutions  and  other  institutional  lenders  party
thereto and Fleet National Bank, as Initial Issuing Bank, as Swing Line Bank and
as the  Administrative  Agent.  It is a  condition  precedent  to the  making of
Advances  by the Lender  Parties  and the  issuance  of Letters of Credit by the
Issuing Bank under the Credit Agreement and to the entry by the Hedge Banks into
Bank Hedge Agreements with the Borrower,  from time to time, that the Guarantors
shall have executed and delivered this Guaranty.

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Lender  Parties to make  Advances  and Issuing  Bank to issue  Letters of Credit
under the  Credit  Agreement,  and the  Hedge  Banks to enter  into  Bank  Hedge
Agreements with the Borrower, from time to time, each Guarantor hereby agrees as
follows:

     Section 1. Guaranty; Limitation of Liability.

     (a) Each  Guarantor  hereby,  jointly and  severally,  unconditionally  and
irrevocably  guarantees  to the Secured  Parties the punctual  payment when due,
whether at stated maturity, by acceleration or otherwise,  of all Obligations of
the  Borrower  or any other Loan Party to the Secured  Parties now or  hereafter
existing  under the Loan  Documents,  whether  for  principal,  interest,  fees,
expenses or otherwise (such Obligations being the "Guaranteed Obligations"), and
agrees  to pay  any and all  expenses  (including  counsel  fees  and  expenses)
incurred by the Administrative Agent or any other Secured Party in enforcing any
rights under this  Guaranty.  Without  limiting the generality of the foregoing,
each  Guarantor's  liability shall extend to all amounts that constitute part of
the Guaranteed  Obligations  and would be owed by the Borrower or any other Loan
Party to the  Administrative  Agent or any other  Secured  Party  under the Loan
Documents but for the fact that they are  unenforceable  or not allowable due to
the existence of a bankruptcy,  reorganization or similar  proceeding  involving
the Borrower.

     (b)  Each  Guarantor,   and  by  its  acceptance  of  this  Guaranty,   the
Administrative  Agent and each other Secured Party,  hereby  confirms that it is
the intention of all such parties that this Guaranty not constitute a fraudulent
transfer  or  conveyance  for  purposes  of  any  Bankruptcy  Law,  the  Uniform
Fraudulent  Conveyance Act, the Uniform  Fraudulent  Transfer Act or any similar


<PAGE>

federal,  state or foreign  law which may be  applicable  to this  Guaranty.  To
effectuate the foregoing intention,  the Administrative Agent, the other Secured
Parties and the Guarantors hereby irrevocably agree that the Obligations of each
Guarantor  under this Guaranty  shall be limited to the maximum  amount as will,
after giving effect to such maximum  amount and all other  contingent  and fixed
liabilities  of such  Guarantor  that are  relevant  under such laws,  and after
giving effect to any collections  from,  rights to receive  contribution from or
payments  made  by or on  behalf  of  any  other  Guarantor  in  respect  of the
Obligations  of  such  other  Guarantor  under  this  Guaranty,  result  in  the
Obligations of such Guarantor under this Guaranty not  constituting a fraudulent
transfer or conveyance.  For purposes  hereof,  "Bankruptcy Law" means Title 11,
U.S. Code, or any similar federal or state law for the relief of debtors.

     Section 2. Guaranty Absolute. Each Guarantor guarantees that the Guaranteed
Obligations  will be paid  strictly  in  accordance  with the  terms of the Loan
Documents, regardless of any law, regulation or order now or hereafter in effect
in  any  jurisdiction  affecting  any  of  such  terms  or  the  rights  of  the
Administrative  Agent or any other  Secured  Party  with  respect  thereto.  The
Obligations  of each  Guarantor  under  this  Guaranty  are  independent  of the
Guaranteed  Obligations  or any other  Obligations of any other Loan Party under
the Loan  Documents,  and a  separate  action  or  actions  may be  brought  and
prosecuted  against any  Guarantor to enforce  this  Guaranty,  irrespective  of
whether any action is brought  against  the  Borrower or any other Loan Party or
whether  the  Borrower  or any other Loan Party is joined in any such  action or
actions.   The  liability  of  each  Guarantor  under  this  Guaranty  shall  be
irrevocable,  absolute and  unconditional,  irrespective  of, and each Guarantor
hereby  irrevocably  waives any defenses it may now or hereafter have in any way
relating to, any or all of the following:

     (a) any lack of  validity  or  enforceability  of any Loan  Document or any
agreement or instrument relating thereto;

     (b) any change in the time,  manner or place of payment of, or in any other
term of, all or any of the Guaranteed  Obligations  or any other  Obligations of
any other Loan Party under the Loan Documents,  or any amendment or waiver of or
any consent to departure from any Loan Document,  including, without limitation,
any  increase in the  Guaranteed  Obligations  resulting  from the  extension of
additional credit to the Borrower or any of its Subsidiaries or otherwise;

     (c) any taking, exchange,  release or non-perfection of any Collateral,  or
any taking,  release or amendment or waiver of or consent to departure  from any
other guaranty, for all or any of the Guaranteed Obligations;

     (d) any manner of application of Collateral, or proceeds thereof, to all or
any of the Guaranteed Obligations, or any manner of sale or other disposition of
any  Collateral  for  all  or any of the  Guaranteed  Obligations  or any  other
Obligations of any other Loan Party under the Loan Documents or any other assets
of the Borrower or any of its Subsidiaries;


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<PAGE>

     (e) any change,  restructuring or termination of the corporate structure or
existence of the Borrower or any of its Subsidiaries;

     (f) any  failure of any Secured  Party to  disclose to the  Borrower or any
Guarantor  any  information  relating to the  financial  condition,  operations,
properties  or  prospects  of any other Loan Party now or in the future known to
any Secured  Party (each  Guarantor  waiving any duty on the part of the Secured
Parties to disclose such information); or

     (g) any other circumstance (including,  without limitation,  any statute of
limitations)  or any  existence  of or  reliance  on any  representation  by the
Administrative  Agent or any other Secured Party that might otherwise constitute
a defense  available to, or a discharge of, the Borrower,  such Guarantor or any
other guarantor or surety.

This Guaranty shall  continue to be effective or be reinstated,  as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must  otherwise be refused by any Secured  Party or any other Person upon the
insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party
or otherwise, all as though such payment had not been made.

     Section 3. Waivers and Acknowledgments.

     (a)  Each  Guarantor  hereby  waives  promptness,   diligence,   notice  of
acceptance  and  any  other  notice  with  respect  to  any  of  the  Guaranteed
Obligations and this Guaranty and any requirement that the Administrative  Agent
or any other Secured Party  protect,  secure,  perfect or insure any Lien or any
property  subject  thereto or exhaust  any right or take any action  against the
Borrower, any Guarantor or any other Person or any Collateral.

     (b) Each  Guarantor  hereby waives any right to revoke this  Guaranty,  and
acknowledges  that this  Guaranty  is  continuing  in nature and  applies to all
Guaranteed Obligations, whether existing now or in the future.

     (c)  Each  Guarantor   acknowledges  that  it  will  receive  material  and
substantial  direct  and  indirect  benefits  from  the  financing  arrangements
contemplated  by the  Loan  Documents  and that the  waivers  set  forth in this
Section 3 are knowingly made in contemplation of such benefits.

     Section 4. Subrogation. Each Guarantor will not exercise any rights that it
may now or hereafter  acquire  against the Borrower or any other  guarantor that
arise  from  the  existence,   payment,   performance  or  enforcement  of  such
Guarantor's  obligations  under  this  Guaranty  or  any  other  Loan  Document,
including,   without  limitation,  any  right  of  subrogation,   reimbursement,
exoneration, contribution or indemnification and any right to participate in any
claim or remedy of the  Administrative  Agent or any other Secured Party against
the  Borrower  or any other  guarantor  or any  Collateral,  whether or not such
claim,  remedy or right  arises in equity or under  contract,  statute or common
law,  including,  without  limitation,  the  right to take or  receive  from the
Borrower  or any  other  guarantor,  directly  or  indirectly,  in cash or other
property or by setoff or in any other 



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<PAGE>

manner,  payment or security on account of such claim,  remedy or right,  unless
and until all of the Guaranteed  Obligations and all other amounts payable under
this Guaranty shall have been independently paid in full in cash, all Letters of
Credit  have  expired  or have  been  terminated  or  canceled,  all Bank  Hedge
Agreements  shall have  expired or  terminated  and the  Commitments  shall have
expired or  terminated.  If any amount shall be paid to a Guarantor in violation
of the preceding sentence at any time prior to the later of (i) the indefeasible
payment  in full in cash of the  Guaranteed  Obligations  and all other  amounts
payable under this Guaranty and (ii) the later of (x) the Termination  Date, (y)
the expiration,  termination or  cancellation or all Letters of Credit,  and (z)
the expiration or termination of all Bank Hedge Agreements, such amount shall be
held in trust for the benefit of the Administrative  Agent and the other Secured
Parties and shall forthwith be paid to the  Administrative  Agent to be credited
and applied to the Guaranteed  Obligations  and all other amounts  payable under
this Guaranty, whether matured or unmatured, in accordance with the terms of the
Loan  Documents,  or to be held as Collateral for any Guaranteed  Obligations or
other amounts payable under this Guaranty thereafter arising. If (i) a Guarantor
shall make payment to the Administrative Agent or any other Secured Party of all
or  any  part  of  the  Guaranteed  Obligations,  (ii)  all  of  the  Guaranteed
Obligations  and  all  other  amounts  payable  under  this  Guaranty  shall  be
indefeasibly  paid in full in cash and (iii) the  Termination  Date  shall  have
occurred, all Letters of Credit have expired or have been terminated or canceled
and  all  Bank  Hedge   Agreements   shall  have  expired  or  terminated,   the
Administrative  Agent and the  other  Secured  Parties  will  promptly,  at such
Guarantor's  request  and  expense,   execute  and  deliver  to  such  Guarantor
appropriate documents,  without recourse and without representation or warranty,
necessary  to evidence  the  transfer by  subrogation  to such  Guarantor  of an
interest  in the  Guaranteed  Obligations  resulting  from such  payment by such
Guarantor.

     Section 5. Payments Free and Clear of Taxes, Etc.

     (a) Any and all payments made by each Guarantor hereunder shall be made, in
accordance  with  Section  2.12 of the Credit  Agreement,  free and clear of and
without  deduction  for any and all present or future  Taxes.  If any  Guarantor
shall be  required  by law to deduct  any Taxes  from or in  respect  of any sum
payable  hereunder to the  Administrative  Agent or any other Secured Party, (i)
the sum payable  shall be increased as may be necessary so that after making all
required deductions  (including deductions applicable to additional sums payable
under this Section) the Administrative Agent or such other Secured Party (as the
case may be) receives an amount  equal to the sum it would have  received had no
such  deductions  been made,  (ii) such Guarantor shall make such deductions and
(iii) such Guarantor shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

     (b) In addition,  each Guarantor  agrees to pay any present or future Other
Taxes.

     (c) Each Guarantor will indemnify the  Administrative  Agent and each other
Secured  Party for the full amount of Taxes or Other Taxes  (including,  without
limitation,  any Taxes or Other  Taxes  imposed by any  jurisdiction  on amounts
payable under this Section)  imposed on or paid by the  Administrative  Agent or
such  other  Secured  Party (as the case may be) and any  liability  (including,
without limitation,  penalties, additions to tax, interest and expenses) arising
therefrom 


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<PAGE>

or with respect thereto,  except with respect to the Administrative Agent or any
Secured  Party,  as the  case  may be,  for such a  liability  arising  from the
Administrative  Agent's or such  Secured  Party's,  as the case may be,  willful
misconduct or gross negligence. This indemnification shall be made within thirty
(30) days from the date on which the Administrative  Agent or such other Secured
Party, as the case may be, makes written demand  specifying in reasonable detail
the basis therefor.

     (d) Within thirty (30) days after the date of any payment of Taxes by or on
behalf of a Guarantor,  such Guarantor will furnish to the Administrative Agent,
at its address referred to in Section 11.2 of the Credit Agreement, the original
receipt of payment  thereof or a certified copy of such receipt.  In the case of
any  payment  hereunder  by or on behalf of a  Guarantor  through  an account or
branch outside the United States or by or on behalf of such Guarantor by a payor
that is not a United States person,  if such Guarantor  determines that no Taxes
are payable in respect  thereof,  such Guarantor  shall furnish,  or shall cause
such payor to furnish, to the Administrative  Agent, at such address, an opinion
of counsel acceptable to the  Administrative  Agent stating that such payment is
exempt from Taxes.  For purposes of this  subsection (d) and subsection (e), the
terms  "United  States"  and  "United  States  person"  shall have the  meanings
specified in Section 7701 of the Internal Revenue Code.

     (e) Each Secured Party organized  under the laws of a jurisdiction  outside
the United States  shall,  on or prior to the date of its execution and delivery
of the Credit  Agreement in the case of each Initial  Lender or Initial  Issuing
Bank, as the case may be, and on the date of the  Assignment  and  Acceptance or
other agreement  pursuant to which it became a Secured Party in the case of each
other Secured  Party (but only so long  thereafter as such Secured Party remains
lawfully able to do so), provide each of the Administrative Agent and Guarantors
with  two  originals  of  Internal   Revenue  Service  Form  1001  or  4224,  as
appropriate,  or any successor or other form prescribed by the Internal  Revenue
Service,  certifying  that such Secured Party is exempt from or is entitled to a
reduced  rate of United  States  withholding  tax on  payments  under the Credit
Agreement or the Notes. If the form provided by a Secured Party at the time such
Secured Party first becomes a party to the Credit  Agreement  indicates a United
States interest withholding tax rate in excess of zero,  withholding tax at such
rate shall be considered excluded from Taxes unless and until such Secured Party
provides the appropriate  form certifying that a lesser rate applies,  whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided, however, that if at the date of the
Assignment and Acceptance  pursuant to which a Secured Party assignee  becomes a
party to the Credit  Agreement,  the  Secured  Party  assignor  was  entitled to
payments under  subsection (a) in respect of United States  withholding tax with
respect to interest  paid at such date,  then,  to such  extent,  the term Taxes
shall  include  (in  addition  to  withholding  taxes that may be imposed in the
future or other amounts otherwise includable in Taxes) United States withholding
tax, if any, applicable with respect to the Secured Party assignee on such date.
If any form or document  referred to in this  subsection  (e) and requested by a
Guarantor   pursuant  to  this   subsection   (e)  requires  the  disclosure  of
information,  other than  information  necessary  to compute the tax payable and
information required on the date hereof by Internal Revenue Service Form 1001 or
4224,  that the Secured  Party  reasonably  considers  to be  confidential,  the
Secured  Party  shall give  notice  thereof to such  Guarantor  and shall not be
obligated to include in such form or document such confidential information. 


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<PAGE>

     (f) For any  period  with  respect  to which a Secured  Party has failed to
provide any Guarantor,  following such Guarantor's  request therefor pursuant to
subsection  (e) above,  with the  appropriate  form  described in subsection (e)
(other than if such failure is due to a change in law  occurring  after the date
on which a form originally was required to be provided or if such form otherwise
is not required under  subsection (e)), such Secured Party shall not be entitled
to indemnification  under subsection (a) or (c) with respect to Taxes imposed by
the United States; provided, however, that should a Secured Party become subject
to Taxes  because  of its  failure to deliver a form  required  hereunder,  such
Guarantor  shall  take all such steps as such  Secured  Party  shall  reasonably
request to assist such Secured Party to recover such Taxes.

     (g) Any Secured Party claiming any additional  amounts payable  pursuant to
this Section 5 agrees to use best efforts  (consistent  with its internal policy
and  legal  and  regulatory  restrictions)  to change  the  jurisdiction  of its
Eurodollar  Lending  Office if the making of such a change  would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not,  in the  judgment  of such  Secured  Party,  be  otherwise
disadvantageous to such Secured Party.

     (h)  Without  prejudice  to the  survival  of any other  agreement  of each
Guarantor  hereunder  or under any  other  Loan  Document,  the  agreements  and
obligations  of each  Guarantor  contained in this  Section 5 shall  survive the
payment in full of the  Guaranteed  Obligations  and all other  amounts  payable
under this Guaranty and the other Loan Documents.

     Section 6.  Representations  and Warranties.  The Guarantors hereby jointly
and severally represent and warrant as follows:

     (a) There are no conditions precedent to the effectiveness of this Guaranty
that have not been satisfied or waived.

     (b)  Each  Guarantor  has,  independently  and  without  reliance  upon the
Administrative  Agent or any other Secured Party and based on such documents and
information  as it has  deemed  appropriate,  made its own credit  analysis  and
decision  to enter  into  this  Guaranty,  and each  Guarantor  has  established
adequate  means of obtaining  from any other Loan Parties on a continuing  basis
information  pertaining  to (and is now,  and on a  continuing  basis  will  be,
completely familiar with) the financial  condition,  operations,  properties and
prospects of the Borrower and the other Loan Parties.

     (c) Each of the representations and warranties applicable to the Guarantors
in the Credit Agreement is true and correct in all material respects on the date
hereof.

     Section 7. Covenants.  Each Guarantor  hereby covenants and agrees that, so
long as any part of the Guaranteed  Obligations shall remain unpaid,  any Letter
of Credit shall be outstanding,  any Bank Hedge Agreement shall not have expired
or  terminated  or any Lender Party shall have any  Commitment,  such  Guarantor
will,  unless the  Administrative  Agent and Required  Lenders  shall  otherwise
consent  in  writing,  perform  or  observe  all of  the  terms,  covenants  and


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<PAGE>

agreements  that this  Guaranty  and the other  Loan  Documents  state that such
Guarantor shall perform or observe.

     Section 8. Amendments,  Etc. (a) No amendment or waiver of any provision of
this Guaranty, and no consent to any departure by any Guarantor therefrom, shall
in any event be effective  unless the same shall be in writing and signed by the
Administrative Agent and Required Lenders, and then such waiver or consent shall
be effective  only in the specific  instance,  and for the specific  purpose for
which given;  provided,  however,  that no amendment,  waiver or consent  shall,
unless in writing and signed by all of the Lenders  (other than any Lender Party
which is, at such time, a  Defaulting  Lender),  (a) limit the  liability of any
Guarantor hereunder or (b) postpone any date fixed for payment hereunder.

     (b) Upon  the  execution  and  delivery  by any  Person  of a  supplemental
guaranty  in  substantially  the  form of  Exhibit  A hereto  (each a  "Guaranty
Supplement"),  such Person shall be referred to as an "Additional Guarantor" and
shall be and become a Guarantor for all purposes hereunder and each reference in
this  Guaranty  to a  "Guarantor"  shall  also mean and be a  reference  to such
Additional  Guarantor  and  each  reference  in any  other  Loan  Document  to a
"Guarantor" or "Subsidiary Guarantor" shall also mean and be a reference to such
Additional Guarantor.

     Section 9. Notices, Etc. All notices and other communications  provided for
hereunder  shall  be  in  writing  (including  telegraphic,  telecopy  or  telex
communication) and mailed, telegraphed,  telecopied, telexed or delivered to it,
if to a Guarantor,  addressed to it at the address  listed for such Guarantor on
the signature pages hereof (or in the applicable Guaranty Supplement), if to the
Administrative  Agent or any Lender Party,  at its address  specified in Section
11.2 of the Credit Agreement,  if to any Hedge Bank, at its address specified in
the Bank Hedge  Agreement to which it is a party,  or, as to any party,  at such
other address as shall be  designated by such party in a written  notice to each
other party.  All such notices and other  communications  shall,  when mailed by
certified mail, return receipt requested, telegraphed, telecopied or telexed, be
effective three (3) days after mailing,  upon delivery to the telegraph company,
upon  transmission  by  telecopier  or upon  confirmation  by telex  answerback,
respectively.

     Section  10.  No  Waiver;   Remedies.   No  failure  on  the  part  of  the
Administrative  Agent or any other  Secured  Party to exercise,  and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right hereunder  preclude any other or further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

     Section 11. Right of Setoff. Upon the occurrence and during the continuance
of any Event of Default,  each Lender Party and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all  deposits  (general  or  special,  time or
demand,  provisional  or final) at any time held and other  indebtedness  at any
time owing by such Lender  Party or such  Affiliate  to or for the credit or the
account  of any  Guarantor  against  any  and  all of the  Obligations  of  such
Guarantor now or hereafter  existing  under this  Guaranty,  whether or not such
Lender  Party shall have made any demand under this  Guaranty 


                                       7
<PAGE>

and  although  such  Obligations  may be  unmatured.  Each Lender  Party  agrees
promptly  to notify  such  Guarantor  after  any such  setoff  and  application;
provided,  however,  that the failure to give such  notice  shall not affect the
validity of such setoff and application. The rights of each Lender Party and its
Affiliates  under this  Section are in addition to the other rights and remedies
(including,  without limitation,  other rights of setoff) that such Lender Party
and its respective Affiliates has.

     Section 12. Indemnification. Without limitation on any other Obligations of
any Guarantor or the remedies of the Secured  Parties under this Guaranty,  each
Guarantor shall, to the fullest extent permitted by law,  indemnify,  defend and
save and hold  harmless  each Secured  Party from and against,  and shall pay on
demand, any and all losses,  liabilities,  damages,  costs, expenses and charges
(including the reasonable fees and  disbursements  of such Secured Party's legal
counsel)  suffered or incurred by such Secured  Party as a result of any failure
of any Guaranteed  Obligations to be the legal, valid and binding obligations of
the  Borrower or any other  Guarantor  enforceable  against the Borrower or such
other Guarantor (as the case may be) in accordance with their terms.

     Section 13.  Continuing  Guaranty;  Assignments Under the Credit Agreement.
This  Guaranty is a  continuing  guaranty and shall (a) remain in full force and
effect  until  the  later  of the  indefeasible  payment  in full in cash of the
Guaranteed Obligations and all other amounts payable under this Guaranty and the
later  of  (i)  the  Termination  Date,  (ii)  the  expiration,  termination  or
cancellation  of all Letters of Credit,  and (iii) the expiration or termination
of all Bank Hedge Agreements, (b) be binding upon each Guarantor, its successors
and  assigns  and  (c)  inure  to  the  benefit  of and  be  enforceable  by the
Administrative  Agent  and  the  other  Secured  Parties  and  their  respective
successors,  transferees  and assigns.  Without  limiting the  generality of the
foregoing clause (c), any Secured Party may assign or otherwise  transfer all or
any portion of its rights and obligations under the Credit Agreement (including,
without limitation,  all or any portion of its Commitment, the Advances owing to
it and the Note or Notes held by it) to any other Person,  and such other Person
shall  thereupon  become vested with all the benefits in respect thereof granted
to such Secured Party by this Guaranty or otherwise, in each case to the maximum
extent provided in Section 11.7 of the Credit Agreement.

     Section 14. Governing Law; Jurisdiction; Waiver of July Trial, Etc.

     (A) THIS GUARANTY  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW
PRINCIPLES).

     (B) EACH GUARANTOR  HEREBY  IRREVOCABLY AND  UNCONDITIONALLY  SUBMITS,  FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE  JURISDICTION OF ANY NEW YORK STATE
COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY,
AND ANY APPELLATE  COURT FROM ANY THEREOF,  IN ANY ACTION OR PROCEEDING  ARISING
OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE OTHER LOAN  DOCUMENTS TO WHICH
IT IS OR IS TO BE A PARTY,  OR FOR  RECOGNITION  OR ENFORCEMENT OF ANY JUDGMENT,
AND EACH GUARANTOR HEREBY 


                                       8
<PAGE>

IRREVOCABLY  AND  UNCONDITIONALLY  AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR  PROCEEDING  MAY BE HEARD AND  DETERMINED  IN ANY SUCH NEW YORK  STATE
COURT OR IN SUCH  FEDERAL  COURT  LOCATED  WITHIN  THE STATE OF NEW  YORK.  EACH
GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER  PROVIDED BY LAW.  NOTHING IN THIS GUARANTY SHALL AFFECT ANY
RIGHT THAT THE  ADMINISTRATIVE  AGENT OR ANY OTHER  SECURED  PARTY MAY OTHERWISE
HAVE TO BRING ANY ACTION OR  PROCEEDING  RELATING TO THIS GUARANTY OR ANY OF THE
OTHER  LOAN  DOCUMENTS  TO WHICH IT IS OR IS TO BE A PARTY IN THE  COURTS OF ANY
JURISDICTION.

     (C) EACH GUARANTOR  IRREVOCABLY AND UNCONDITIONALLY  WAIVES, TO THE FULLEST
EXTENT IT MAY LEGALLY AND  EFFECTIVELY  DO SO, ANY OBJECTION  THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING  ARISING
OUT OF, OR RELATING  TO, THIS  GUARANTY  OR ANY OF THE OTHER LOAN  DOCUMENTS  TO
WHICH IT IS OR IS TO BE A PARTY,  IN ANY NEW YORK STATE OR FEDERAL  COURT.  EACH
GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.

     (D) EACH GUARANTOR HEREBY  IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED ON CONTRACT,  TORT OR
OTHERWISE,  IN EQUITY OR AT LAW)  ARISING  OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS,  THE  TRANSACTIONS   CONTEMPLATED  THEREBY  OR  THE  ACTIONS  OF  THE
ADMINISTRATIVE   AGENT  OR  ANY  OTHER   SECURED   PARTY  IN  THE   NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

     Section 15.  Counterparts.  This Agreement may be executed in any number of
several  counterparts,  each of which  shall be deemed an  original,  but all of
which  together  shall  constitute  one and the  same  instrument.  Delivery  by
telecopier  of an executed  counterpart  of a signature  page to this  Agreement
shall be as effective  as delivery of a manually  executed  counterpart  to this
Agreement.


                            [SIGNATURE PAGE FOLLOWS]


                                       9
<PAGE>


     IN WITNESS  WHEREOF,  the  Guarantors  have caused this Guaranty to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.


                                         ABC INTERNET SERVICES, INC.


                                         By: /s/ Norton Herrick
                                            --------------------------------
                                         Title: Co-Chief Executive Officer
                                               -----------------------------
                                         Address: 20 Community Place
                                                  P.O. Box 2346
                                                  Morristown, New Jersey 07962


                                         ABC INVESTMENT CORP.


                                         By: /s/ John Levy
                                            --------------------------------
                                         Title: Executive Vice President
                                               -----------------------------
                                         Address: 20 Community Place
                                                  P.O. Box 2346
                                                  Morristown, New Jersey 07962


                                         CLASSIC RADIO HOLDING CORP.


                                         By: /s/ Norton Herrick
                                            --------------------------------
                                         Title: Co-Chief Executive Officer
                                               -----------------------------
                                         Address: 20 Community Place
                                                  P.O. Box 2346
                                                  Morristown, New Jersey 07962


                                         CLASSIC RADIO ACQUISITION CORP.


                                         By: /s/ Norton Herrick
                                            --------------------------------
                                         Title: Co-Chief Executive Officer
                                               -----------------------------
                                         Address: 20 Community Place
                                                  P.O. Box 2346
                                                  Morristown, New Jersey 07962


<PAGE>


                                         CH ACQUISITIONS CORP.


                                         By: /s/ Norton Herrick
                                            --------------------------------
                                         Title: Co-Chief Executive Officer
                                               -----------------------------
                                         Address: 20 Community Place
                                                  P.O. Box 2346
                                                  Morristown, New Jersey 07962



<PAGE>


Accepted on behalf of 
the Secured Parties:

FLEET NATIONAL BANK,
as Administrative Agent

By: /s/ Alex Sade
   ---------------------------
Title: Director
      ------------------------



<PAGE>


                                    EXHIBIT A

                           FORM OF GUARANTY SUPPLEMENT


                                                               ----------, -----


Fleet National Bank, as Administrative Agent
One Federal Street
Boston, Massachusetts 02110
Attention: Corporate Banking Group

          Credit Agreement, dated as of November ___, 1998,
          among Audio Book Club, Inc., a Delaware
          corporation (the "Borrower"), the Lenders party to
          the Credit Agreement, Fleet National Bank, as
          Initial Issuing Bank, as Swing Line Bank and as
          Administrative Agent and (the "Credit Agreement")

Ladies and Gentlemen:

     Reference is made to the above-defined Credit Agreement and to the Guaranty
referred to therein  (such  Guaranty,  as in effect on the date hereof and as it
may hereafter be amended, modified,  restated or supplemented from time to time,
(the  "Guaranty").  Capitalized terms used and not otherwise defined herein have
the meanings ascribed to them in the Guaranty.

     The  undersigned  hereby,   jointly  and  severally,   unconditionally  and
irrevocably  guarantees  to the Secured  Parties the punctual  payment when due,
whether  at  stated  maturity,  by  acceleration  or  otherwise,  of  all of the
Guaranteed  Obligations  and  agrees  to pay  any and  all  reasonable  expenses
(including  reasonable counsel fees and expenses) incurred by the Administrative
Agent or any other Secured Party on the terms set forth in the Guaranty as if it
were an original party thereto.  On and after the date hereof, each reference in
the  Guaranty  to  "Guarantor"  shall  also  mean  and  be a  reference  to  the
undersigned.

     The  undersigned  hereby  agrees to be bound as a  Guarantor  by all of the
terms and provisions of the Guaranty to the same extent as each other Guarantor.

     THIS GUARANTY  SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH,  THE LAWS OF THE STATE OF NEW YORK (WITHOUT  GIVING EFFECT TO ITS CONFLICT
OF LAWS PRINCIPLES).

     THE UNDERSIGNED HEREBY IRREVOCABLY AND UNCONDITIONALLY  SUBMITS, FOR ITSELF
AND ITS PROPERTY,  TO THE NONEXCLUSIVE  JURISDICTION OF ANY NEW YORK STATE COURT
OR FEDERAL COURT OF THE UNITED STATES OF 


                                       A - 1
<PAGE>

AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE  COURT FROM ANY THEREOF,  IN
ANY ACTION OR  PROCEEDING  ARISING OUT OF OR RELATING TO THE  GUARANTY OR ANY OF
THE OTHER LOAN DOCUMENTS TO WHICH IT IS OR IS TO BE A PARTY,  OR FOR RECOGNITION
OR ENFORCEMENT  OF ANY JUDGMENT,  AND THE  UNDERSIGNED  HEREBY  IRREVOCABLY  AND
UNCONDITIONALLY  AGREES  THAT  ALL  CLAIMS  IN  RESPECT  OF ANY SUCH  ACTION  OR
PROCEEDING  MAY BE HEARD AND  DETERMINED  IN ANY SUCH NEW YORK STATE COURT OR IN
SUCH FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. THE UNDERSIGNED  AGREES
THAT A FINAL  JUDGMENT IN ANY SUCH ACTION OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.  NOTHING IN THE GUARANTY SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE  AGENT OR ANY OTHER SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THE GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS
TO WHICH IT IS OR IS TO BE A PARTY IN THE COURTS OF ANY JURISDICTION.

     THE UNDERSIGNED  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES,  TO THE FULLEST
EXTENT IT MAY LEGALLY AND  EFFECTIVELY  DO SO, ANY OBJECTION  THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING  ARISING
OUT OF, OR RELATING TO, THE GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH
IT IS OR IS TO BE A  PARTY,  IN  ANY  NEW  YORK  STATE  OR  FEDERAL  COURT.  THE
UNDERSIGNED HEREBY  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE  DEFENSE  OF AN  INCONVENIENT  FORUM TO THE  MAINTENANCE  OF SUCH  ACTION OR
PROCEEDING IN ANY SUCH COURT.

     THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION,   PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED  ON  CONTRACT,  TORT  OR
OTHERWISE,  IN  EQUITY  OR AT  LAW)  ARISING  OUT OF  THE  LOAN  DOCUMENTS,  THE
TRANSACTIONS  CONTEMPLATED  THEREBY OR THE ACTIONS OF ANY  SECURED  PARTY IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


                                         Very truly yours,

                                         [NAME OF ADDITIONAL
                                         GUARANTOR]

                                         By:________________________________
                                         Title: ____________________________
                                         Address: __________________________
                                                  __________________________



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