SUBSIDIARY GUARANTY


                          Dated as of December 31, 1998

                                      From

                              CH ACQUISITIONS CORP.

                           ABC INTERNET SERVICES, INC.

                              ABC INVESTMENT CORP.

                          CLASSIC RADIO HOLDING CORP.,

                                       and

                         CLASSIC RADIO ACQUISITION CORP.


                                 as Guarantors,

                                   in favor of

                                   THE HOLDER,

                                as defined herein







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                                TABLE OF CONTENTS

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

Section 1.        Guaranty; Limitation of Liability .....................   1

Section 2.        Guaranty Absolute .....................................   2

Section 3.        Subordination .........................................   3

Section 4.        Waivers and Acknowledgments ...........................  11

Section 5.        Subrogation ...........................................  11

Section 6.        Payments Free and Clear of Taxes, Etc. ................  12

Section 7.        Representations and Warranties ........................  14

Section 8.        Covenants .............................................  14

Section 9.        Amendments, Etc. ......................................  14

Section 10.       Notices, Etc. .........................................  15

Section 11.       No Waiver; Remedies ...................................  15

Section 12.       Right of Setoff. ......................................  15

Section 13.       Indemnification .......................................  15

Section 14.       Continuing Guaranty; Assignments of the Note ..........  15

Section 15.       Security Agreement ....................................  16

Section 16.       Governing Law; Jurisdiction; Waiver of July Trial, Etc.  16

Section 17.       Counterparts ..........................................  17



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                                    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  9(b))  (such  Persons  so listed  and the  Additional
Guarantors being,  each, a "Guarantor",  and collectively,  the "Guarantors") in
favor of the Holder (as defined in the Note  referred to below (the Borrower and
the  Guarantors,  being,  each,  a "Loan  Party",  and  collectively  the  "Loan
Parties")).

     PRELIMINARY  STATEMENT.  Audio Book Club, Inc., a Florida  corporation (the
"Company"),  has entered into a 9% Convertible  Senior  Subordinated  Promissory
Note Due December 31, 2004,  dated the date hereof to Norton Herrick (such Note,
as it may hereafter be amended,  extended,  supplemented,  restated or otherwise
modified  from  time  to  time,  being  referred  to  herein  in as the  "Note";
capitalized  terms used and not  otherwise  defined  herein  having the meanings
ascribed to them in the Note and in the Senior  Credit  Agreement (as defined in
the Note). It is a condition  precedent to the purchase by Norton Herrick of the
Note, that the Guarantors shall have executed and delivered this Guaranty.

     NOW,  THEREFORE,  in  consideration  of the premises and in order to induce
Norton Herrick to purchase the Note, 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 Holder the punctual  payment when due, whether at
stated maturity, by acceleration or otherwise, of all Obligations of the Company
or any other Loan Party to the Holder now or hereafter  existing  under the Note
or this Guaranty or any Guaranty Supplement (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
reasonable  counsel fees and  expenses)  incurred by the Holder 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 Company or any other Loan
Party to the  Holder  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 Company.

     (b) Each  Guarantor,  and by its acceptance of this  Guaranty,  the Holder,
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  federal,  state  or  foreign  law  which  may be
applicable to this Guaranty. To effectuate the foregoing intention,  the Holder,
by its acceptance  hereof,  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



<PAGE>


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 Holder 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 Company or any other
Loan Party or whether  the Company 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 Company 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 Company or any of its Subsidiaries;

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

     (f) any failure of any Holder to  disclose to the Company 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 Holder (each
Guarantor  waiving  any  duty  on  the  part  of the  Holder  to  disclose  such
information); or


                                       2
<PAGE>

     (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  Holder  that might  otherwise  constitute  a
defense  available  to, or a discharge  of, the Company,  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  Holder  or any  other  Person  upon the
insolvency,  bankruptcy or reorganization of the Company or any other Loan Party
or otherwise, all as though such payment had not been made.

     Section 3. Subordination.

     3.1  Notwithstanding  any other  provision  contained  in the Note and this
Guaranty,  the Subordinated Debt and the obligations of any Guarantor  hereunder
and in respect of the  Subordinated  Debt are subordinate and junior in right of
payment to all Senior Debt to the extent provided in this Section 3.

     3.2  In  the  event  of:  (a)  any  insolvency,  bankruptcy,  receivership,
liquidation,   reorganization,   readjustment,   composition  or  other  similar
proceeding relating to the Company or any Guarantor;  (b) any proceeding for the
liquidation,  dissolution  or other  winding-up of the Company or any Guarantor,
voluntary or  involuntary,  whether or not  involving  insolvency  or bankruptcy
proceedings;  (c) any general assignment by the Company or any Guarantor for the
benefit of creditors;  or (d) any other  marshaling of the assets of the Company
or any  Guarantor;  all Senior Debt shall first be paid in full, in cash or Cash
Equivalents  (as defined in Section 8 of the Note and,  for all purposes of this
Section 3, as so defined), before any payment or distribution,  whether in cash,
securities  or other  property,  shall be made to the  Holder on  account of any
Subordinated  Debt or this  Guaranty.  Any payment or  distribution,  whether in
cash,  securities or other property (other than securities of the Company or any
Guarantor or any other  corporation  provided for by a plan of reorganization or
readjustment,  the  payment  of which is  subordinated,  at least to the  extent
provided in the Note and this  Section 3 with respect to  Subordinated  Debt and
this Guaranty,  to the payment of all Senior Debt at the time outstanding and to
any securities  issued in respect thereof under any such plan of  reorganization
or  readjustment,  but only if the rights of the  holders of the Senior Debt are
not impaired by such plan without their consent), which would otherwise (but for
this Section 3) be payable or  deliverable in respect of the  Subordinated  debt
and this Guaranty,  shall be paid or delivered directly to the holders of Senior
Debt in accordance with the priorities  then existing among such holders,  until
all Senior Debt shall have been paid in full, in cash or Cash Equivalents.

     3.3 If the Holder  does not file a proper  claim or proof of Debt  therefor
prior to 20 days before the  expiration of the time to file such claim or proof,
then the Senior Agent is hereby  authorized and empowered (but not obligated) as
the agent and  attorney-in-fact  for such  holder for the  specific  and limited
purpose  set forth in this  Section  3.3 to file  such  claim or proof for or on
behalf of such  holder;  provided,  however,  that the Senior  Agent shall have,
prior to taking any such  action,  given 15 days  prior  written  notice  (which
notice  may be given up to 60 days prior to the  


                                       3
<PAGE>

expiration  of the  time to  file  such  claim  or  proof)  to  such  holder  of
Subordinated  Debt that it intends  to file such  claim or proof of Debt.  In no
event may the Senior  Agent or any  holder of the Senior  Debt vote any claim on
behalf of any holder of the  Subordinated  Debt, and such agency and appointment
of attorney-in-fact shall not extend to any such right to vote any such claim.

     3.4 If (a) the  Company or any  Guarantor  shall  default in the payment or
prepayment of any principal of,  premium,  if any, or interest on, or commitment
fee or letter of  credit  fee or  Administrative  Agent fee or  indemnity  under
Section 2.10 or 2.12 or 11.4(c) (or comparable  sections  under any  replacement
Senior Debt) in respect of, any Senior Debt (a "Senior  Payment  Default")  when
the same  becomes  due and  payable,  whether at  maturity,  at a date fixed for
prepayment, by declaration of acceleration or otherwise, or shall fail to comply
with any  covenant  or  agreement  in respect of Senior  Debt which  covenant or
agreement default results in actual  acceleration of the maturity of such Senior
Debt  ("Covenant  Acceleration");  and (b) the Company  receives from the Senior
Agent written notice of the happening of such Senior Payment Default or Covenant
Acceleration,  stating that such notice is a payment blockage notice pursuant to
this Section 3.4; no direct or indirect payment (in cash, property or securities
or by set-off or otherwise) shall be made or agreed to be made on account of the
Guaranty, any Subordinated Debt, or as a sinking fund for any Subordinated Debt,
or in respect  of any  redemption,  retirement,  purchase,  prepayment  or other
acquisition or payment of any  Subordinated  Debt,  unless and until such Senior
Payment  Default shall have been cured or waived or otherwise  shall have ceased
to exist  or such  Covenant  Acceleration  shall  have  been  rescinded  and the
underlying  covenant  default  shall  have been  cured or  waived or shall  have
otherwise ceased to exist.

     The Company or any Guarantor shall give prompt written notice to the Holder
of its receipt of any such notice from the Senior Agent under this Section 3.4.

     3.5 If (a) any Significant  Nonpayment Default shall have occurred; and (b)
the Company and the Holder receive from the Senior Agent written notice (a "Stop
Payment  Notice")  of the  happening  of such  Significant  Nonpayment  Default,
stating that such notice is a payment blockage notice pursuant to Section 3.5 of
the Note; no direct or indirect  payment (in cash,  property or securities or by
set-off  or  otherwise)  shall be made or agreed to be made for or on account of
this  Guaranty  or  any  Subordinated  Debt,  or  as  a  sinking  fund  for  any
Subordinated  Debt,  or in respect of any  redemption,  retirement,  repurchase,
prepayment,  purchase or other acquisition or payment of any Subordinated  Debt,
for a period (each,  a "Payment  Blockage  Period")  commencing on the date such
Stop  Payment  Notice is  delivered to the Company and ending on the earliest to
occur of the  following:  (a) the time as of which each  Significant  Nonpayment
Default which is the subject of such Stop Payment  Notice shall have been waived
or cured (whether by amendment of any provisions of the Senior Credit  Agreement
or  otherwise),  (b) a number of days shall  have  elapsed  as is  necessary  to
prevent the total  number of days that a Stop  Payment  Notice (or Stop  Payment
Notices in the event that more than one Stop  Payment  Notice has been given) is
in effect during any  consecutive  365 day period from exceeding 180 days in the
aggregate, and (c) the date of the repayment in full in cash or Cash Equivalents
of the Senior Debt and the  termination  of any commitment to make further loans
or  advances  in respect of the Senior  Debt;  provided,  however,  that (i) the
Senior Agent shall not be permitted to issue a Stop Payment Notice more than six
times 


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<PAGE>

in the aggregate; (ii) only two Stop Payment Notices may be issued in any period
of 365 consecutive days; (iii) Payment Blockage Periods may not be in effect for
more than 180 days (whether or not such days are consecutive)  during any period
of 365 consecutive  days, and if any Payment Blockage Period is in effect on the
181st day in ay period of 365  consecutive  days,  such Payment  Blockage Period
will terminate  immediately;  and (iv) no Payment Blockage Period may be imposed
as a result of a Significant Nonpayment Default which served as the basis for or
was continuing  during any previous  Payment  Blockage  Period,  unless any such
Significant  Nonpayment  Default  shall have been  cured or waived or  otherwise
ceased to exist for a period of not less than 60 consecutive days after the date
that the previous Stop Payment Notice was given.

     3.6 If, at any time during which the Senior  Credit  Facility is in effect,
the Holder  elects to exercise  any  Remedies in respect of any Event of Default
(as such term is defined in the Note),  the Holder shall  deliver to the Company
and to the Senior Agent written notice (an "Enforcement  Notice") specifying the
Event or Events of Default which are the basis for the exercise of such Remedies
and stating that the Holder  intends to exercise  Remedies;  provided,  however,
that the failure to deliver  such  Enforcement  Notice to the Senior Agent shall
not affect the  validity of the  Enforcement  Notice as between the Holder,  the
Company and the Guarantors.

     3.7 Notwithstanding  anything contained in the Note or this Guaranty to the
contrary,  for so long as any  amount is  outstanding  under the  Senior  Credit
Facility   including  any  letter  of  credit   reimbursement   obligations   or
commitments,  the Holder  shall not  exercise  any  Remedies in respect  thereof
during  any  period (a  "Standstill  Period")  commencing  on the first date the
Holder,  but for the  provisions  of this Section 3, would have been entitled to
exercise any Remedies and ending upon the earliest of:

     (a) the date  which is 10  business  days after the  Enforcement  Notice is
delivered to the Company and the Senior Agent pursuant to Section 3.6; provided,
however,  that if any Payment  Blockage Period arising from the giving of a Stop
Payment  Notice is in effect on such  10th  business  day after the  Enforcement
Notice is so delivered,  this clause (a) shall be  ineffective to terminate such
Standstill Period;

     (b) in the event that a Payment  Blockage Period arising from the giving of
a Stop Payment  Notice is in effect on the date which is 10 business  days after
an Enforcement  Notice is delivered to the Company and the Senior Agent pursuant
to Section 3.6, the expiration of such Payment Blockage Period;

     (c) the date that any holder of any Senior Debt  commences  the exercise of
any Remedies in respect of such Senior Debt; and

     (d) the first date upon which any of the  Events of  Default  described  in
Section 7.1(f) and (g) of the Note shall have occurred and be continuing  beyond
any  period of grace  specified  therein;  and,  in such  event,  the  automatic
acceleration  of the Note  contemplated  in  respect  of such  Event of  Default
pursuant  to  Section  7.2(a)  of the  Note  shall  occur  immediately  upon the
termination of the Standstill Period.

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<PAGE>

     3.8 If (a) any payment or  distribution  shall be paid to or  collected  or
received by the Holder in contravention of any of the terms of this Section 3 or
Section 3 of the Note but whether or not any Stop Payment Notice or (pursuant to
Section 3.4) payment blockage notice shall theretofore have been given (i.e., if
paid,  collected  or received at a time when either such notice  could have been
given had the Senior Agent been aware of circumstances  giving rise to the right
to deliver any such  notice);  and (b) the Senior Agent shall have  notified the
Holder in writing, within 30 days after the date such payment or distribution is
made,  of the facts by reason of which such payment or  collection or receipt so
contravenes this Section 3 or constituted a Significant Nonpayment Default; then
such Holder will deliver such payment or  distribution,  to the extent necessary
to pay all such Senior Debt in full, in cash or Cash Equivalents,  to the Senior
Agent, on behalf of the holders of the Senior Debt, and, until so delivered, the
same shall be held in trust by the Holder as the property of the holders of such
Senior Debt.  If any amount is  delivered  to the Senior Agent  pursuant to this
Section  3.8,  whether or not such  amounts  have been applied to the payment of
Senior Debt, and the outstanding  Senior Debt shall  thereafter be paid in full,
in cash or Cash  Equivalents,  by the Company,  any Guarantor or otherwise other
than  pursuant to this  Section  3.8, the holders of Senior Debt shall return to
the Holder an amount  equal to the amount  delivered  to such  holders of Senior
Debt  pursuant to this  Section 3.8, so long as after the return of such amounts
the  Senior  Debt  shall  remain  indefeasibly  paid  in  full,  in cash or Cash
Equivalents.

     3.9  Except as  provided  in this  Section  3, the rights set forth in this
Section 3 of the holders of the Senior Debt as against the Holder  shall  remain
in full force and effect without regard to, and shall not be impaired by:

     (a) any act or failure to act on the part of the Company or the Guarantor;

     (b) any extension or indulgence in respect of or change in the time, manner
or place of any payment or  prepayment of the Senior Debt or any part thereof or
in respect of any other amount payable to any holder of Senior Debt,  including,
without limitation,  any increase in the Senior Debt resulting from extension of
additional  credit to the Company or any  subsidiary  thereof or  otherwise  and
permitted by Section 6.3(iii) or (iv) of the Note;

     (c) any amendment, modification,  restatement, refinancing or waiver of, or
addition or supplement to, or deletion from, or compromise,  release, consent or
other  action in respect  of,  any of the terms of any Senior  Debt or any other
agreement  which may be  relating to any Senior  Debt,  other than such as would
cause all or any portion of such Debt to fail to meet the  definition of "Senior
Debt;"

     (d) any exercise or non-exercise by any holder of Senior Debt of any right,
power,  privilege  or  remedy  under  or  in  respect  of  any  Senior  Debt  or
Subordinated Debt or any waiver of any such right, power, privilege or remedy or
any default in respect of any Senior Debt or the Subordinated  Debt, any dealing
with or action against or  application of proceeds from any collateral  security
therefor  or any receipt by any holder of Senior  Debt of any  security,  or any
failure by any holder of Senior Debt to perfect a security  interest  in, or any
release by any such Senior Debt of, any  


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<PAGE>

security for or guaranty of the payment of any Senior Debt of any manner of sale
or other  disposition of any assets of the Company or any subsidiary,  including
the Guarantor;

     (e) any merger or consolidation of the Company or any of its  subsidiaries,
including the Guarantor,  into or with any other  subsidiaries of the Company or
into or with any person,  or any  transfer of any or all of the  property of the
Company  or  any  of  its  subsidiaries  to any  other  person  or  any  change,
restructuring  or  termination  of the  corporate  structure or existence of the
Company or any of its subsidiaries;

     (f)  the  absence  of any  notice  to,  or  knowledge  by,  any  holder  of
Subordinated Debt of the existence or occurrence of any of the matters or events
set forth in the foregoing clauses (a) through (e).

     (g) any lack of validity or  enforceability  of any instrument or agreement
evidencing  or securing  any Senior Debt or any other  agreement  or  instrument
relating thereto; or

     (h) any other  circumstance  which  might  otherwise  constitute  a defense
available  to, or a discharge  of, the Company or the Guarantor or any holder of
Subordinated Debt.

     3.10 The Holder,  by its  acceptance of this  Guaranty,  and the Guarantors
hereby waive  promptness,  diligence,  notice of appearance and any other notice
with respect to any of the Senior Debt and these  provisions and any requirement
that any  holder of the  Senior  Debt  protect,  secure,  perfect  or insure any
security  interest or lien or any property  subject thereto or exhaust any right
to take any action  against the Company,  the  Guarantors or any other person or
entity or any collateral.

     3.11  Each  of the  Company  and  the  Guarantors  will  and  will  use its
reasonable  efforts  to  cause  the  Holder  to,  at the  Company's  and/or  the
Guarantors'  expense and at any time and from time to time, promptly execute and
deliver all further  instruments  and documents,  and take all further  actions,
that may be  necessary or  desirable,  or that any holder of any Senior Debt may
reasonably  request,  in order to  protect  any  right or  interest  granted  or
purported to be granted under this Section 3 or enable the holders of the Senior
Debt to exercise and enforce their rights and remedies under these provisions.

     3.12 The Holder,  by its  acceptance of this  Guaranty,  waives any and all
notices  of the  acceptance  of  the  provisions  of  this  Section  3 or of the
creation,  renewal,  extension or accrual,  now or at any time in the future, of
any Senior Debt.

     3.13 The  obligations  of the Holder under the provisions set forth in this
Section 3 shall continue to be effective, or be reinstated,  as the case may be,
as to any  payment  in  respect of any  Senior  Debt that is  rescinded  or must
otherwise be returned by the holder of such Senior Debt upon the  occurrence  or
as a result of any bankruptcy or judicial proceeding, all as though such payment
had not been made.


                                       7
<PAGE>

     3.14  Nothing  contained  in this  Section 3 shall  impair,  as between the
Company,  the  Guarantors  and the Holder,  the obligation of the Company or any
Guarantor,  as the case may be, to pay to the Holder the  principal  thereof and
interest thereon as and when the same shall become due and payable in accordance
with the terms  thereof and to comply with each and every  provision of the Note
and this Guaranty or prevent any holder of any Subordinated Debt from exercising
all rights,  powers and remedies otherwise  permitted by applicable law or under
the Note and this  Guaranty,  all  subject to the  rights of the  holders of the
Senior Debt  hereunder  including  rights to receive  cash,  securities or other
property otherwise payable or deliverable to the Holder.

     3.15 Upon the  payment in full of all  Senior  Debt,  the  Holder  shall be
subrogated  to all rights of any holder of Senior  Debt to receive  any  further
payments or  distributions  applicable to the Senior Debt until the Subordinated
Debt shall have been paid in full, and such payments or  distributions  received
by the  Holder by  reason  of such  subrogation,  of cash,  securities  or other
property which  otherwise  would be paid or distributed to the holders of Senior
Debt,  shall,  as between the Company,  the Guarantors and their creditors other
than the holders of Senior Debt, on the one hand,  and the Holder,  on the other
hand, be deemed to be a payment by the Company and the  Guarantors on account of
Senior  Debt  and not on  account  of  Subordinated  Debt.  Notwithstanding  the
foregoing  provisions  of this  Section  3.15  or any  other  provision  of this
Guaranty and the Note, the Holder, by its acceptance  hereof,  hereby waives any
and all exoneration and impairment  defenses that it may at any time have by law
or otherwise in respect of subrogation rights.

     3.16 The Holder, by its acceptance  hereof,  shall be deemed to acknowledge
and agree that the foregoing  subordination  provisions are, and are intended to
be, an  inducement  to and a  consideration  of each holder of any Senior  Debt,
whether such Senior Debt was created or acquired before or after the creation of
Subordinated  Debt,  to acquire and hold,  or to  continue to hold,  such Senior
Debt, and such holder of Senior Debt shall be deemed conclusively to have relied
on such subordination  provisions in acquiring and holding,  or in continuing to
hold,  such Senior Debt.  Each such holder of Senior Debt is intended to be, and
is, a third party  beneficiary of this Section 3. The Holder,  by its acceptance
of this Guaranty,  acknowledges and agrees that the provisions set forth in this
Section 3 shall be  enforceable  against the Holder by the holders of the Senior
Debt.  Notwithstanding  anything  contained in this  Guaranty or the Note to the
contrary,  none  of  the  provisions  of  this  Section  3  (including,  without
limitation,  this Section 3.16 and defined  terms used herein) may,  directly or
indirectly,  be  amended,  modified,  supplemented  or waived  without the prior
written  consent of the  Senior  Agent,  on behalf of the  holders of the Senior
Debt.

     3.17  Notwithstanding  the other  provisions  of this  Section 3.17 and the
Note,  no amendment  to or  refinancing  of the Senior Debt or any  agreement or
instrument  related  thereto shall be entitled to the benefits of this Section 3
without  the  consent  of the  Holder to the extent  that such  amendment  would
prohibit  directly  and  expressly  the Company or any  subsidiary  thereof from
making scheduled payments in respect of the Subordinated Debt or the Guaranty in
accordance with the terms of the Note and this Guaranty as in effect on the date
hereof  or as may be  amended  to the  extent  permitted  by the  Senior  Credit
Agreement;  provided  that no change of  financial  covenants or increase in the
restrictiveness of negative covenants or events of default under the Senior Debt


                                       8
<PAGE>

documents  (that do not by their terms refer to the Note or this Guaranty) shall
be deemed to constitute a prohibition  from making scheduled  payments,  even if
the ultimate  effect of any such change would cause the Company or the Guarantor
to be in default under the Senior Debt if such a scheduled payment were made.

     3.18 As used  in  this  Section  3 and  elsewhere  in  this  Guaranty,  the
following terms have the respective meanings set forth below:

     "Credit  Facility"  means  and  includes  a  credit  agreement  or  similar
agreement  pursuant  to which the  lender or  lenders  commit(s)  to permit  the
Company,  subject  to the  conditions  therein,  to  obtain  from  time  to time
thereunder  term or revolving  loans and/or  letters of credit and  periodically
repay the same.

     "Junior  Subordinated Debt" means any Debt of the Company or any subsidiary
which  is (a)  issued  on or after  the  Issue  Date of the  Note  and  which is
expressly  subordinated  in right of payment to any Debt of the Company,  or (b)
owing to any subsidiary or affiliate of the Company.

     "Remedies" means and includes, with respect to any Debt (including, without
limitation, the Senior Debt and the Subordinated Debt):

     (a) the acceleration of the maturity of any of such Debt;

     (b) the  exercise  of any put right or other  similar  right to require the
Company or any  subsidiary  to  repurchase  any of such Debt prior to the stated
maturity thereof;

     (c) the collection or commencement of proceedings against the Company,  any
subsidiary  thereof or any other  person  obligated on such Debt or any of their
respective property, to enforce or collect any of such Debt;

     (d)  taking   possession  of  or  foreclosing  upon  (whether  by  judicial
proceedings or otherwise) any Liens or other collateral  security for such Debt;
or causing a marshaling of any property of the Company or any subsidiary;

     (e) the making of a demand in respect of any Guaranty  given by the Company
or any subsidiary of the Company of such Debt; or

     (f)  commencing or joining in or causing the Company to commence or join in
or assist the Company in commencing, any proceeding of the nature referred to in
Section 7.1(f) or 7.1(g) of the Note; or

     (g)  exercising  any other  remedies with respect to such Debt or any claim
with respect thereto.


                                       9
<PAGE>

     "Senior Agent" means,  for so long as the Senior Credit  Agreement  remains
outstanding,  Fleet  National  Bank, as  administrative  agent in respect of the
Senior Credit Agreement,  and thereafter,  any one agent or lender in respect of
the Senior Credit Facility, or a representative of either, designated in writing
to the Holder by the Company as being the "Senior Agent".

     "Senior Credit  Agreement"  means the Credit Agreement dated as of the date
hereof among the Company,  Fleet National Bank as administrative agent (together
with its successors in such capacity) and the banks,  financial institutions and
other  institutional  lenders  from  time to time  named  therein,  as it may be
amended,  supplemented,  extended, renewed, refinanced,  restated or replaced in
whole or in part.

     "Senior Credit Facility" means and includes:

     (a) the Senior Credit Agreement; and

     (b) any Credit Facility (whether or not secured), which Credit Facility has
refinanced in whole or in part the Senior Debt governed by the terms of a Senior
Credit  Facility  which the Company has  designated  in writing to the Holder as
being the "Senior  Credit  Facility;"  provided,  however,  that, by making such
designation, the predecessor Senior Credit Facility shall cease to be the Senior
Credit Facility (but any Debt outstanding or incurred  thereunder shall continue
to be Senior Debt for so long as such Debt meets the definition thereof).

     "Senior  Debt"  means  and  includes  all   obligations,   liabilities  and
indebtedness  of the  Company  now  or  hereafter  existing,  whether  fixed  or
contingent,  and whether for principal or interest  (including  interest (at the
rate  specified in the  applicable  Senior Credit  Facility)  accruing after the
filing of a petition under the Bankruptcy Code,  whether or not allowed),  fees,
expenses, indemnification or otherwise (including letter of credit reimbursement
obligations whether or not any draw has occurred), in respect of:

     (a) the Senior Credit Facility; and

     (b) any other Debt of the Company  owing to the Senior  Agent or any lender
under the Senior Credit Facility  (whether or not such lender  continues to be a
lender  thereunder) with respect to any obligations  under Bank Hedge Agreements
(as  defined  in the Senior  Credit  Agreement)  related  to the  Senior  Credit
Agreement  that are or may become  owed by the Company  directly or  indirectly,
other than Debt incurred pursuant to a Senior Credit Facility.

     Notwithstanding the foregoing,  in no event shall "Senior Debt" include any
Junior Subordinated Debt.


                                       10
<PAGE>

     "Significant Nonpayment Default" means and includes:

     (a) an event of default under the Senior Credit  Facility in respect of the
failure of the Company to comply with any  material  covenant  or  agreement  in
respect of the Senior  Credit  Facility or  documents  executed or  delivered in
connection  therewith (it being understood that the provisions of Sections 2.14,
5.2, 5.5, 5.6, 5.7, 5.13 and 5.14,  Article 6 and Article 8 of the Senior Credit
Agreement,  as in effect on the date  hereof and any  comparable  provisions  in
effect after the date hereof,  are "material  covenants" for such purpose);  and
any event of default under  Sections  9.2,  9.5, 9.7 through 9.14  (inclusively)
under the Senior Credit  Agreement (or any comparable  provision in effect after
the date hereof); and

     (b) an event of default in respect of the Senior  Credit  Facility  arising
out of any Event of Default in respect of the Note.

     "Subordinated  Debt" means and includes all  obligations,  liabilities  and
indebtedness  of the  Company  now  or  hereafter  existing,  whether  fixed  or
contingent,  and whether for principal,  interest  (including  interest accruing
after the filing of a petition under the Federal  Bankruptcy Code, to the extent
allowed),  fees, expenses,  indemnification or otherwise, in respect of the Note
and all obligations, liabilities and indebtedness of the Guarantor(s) in respect
of the foregoing.

     Section 4. 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 Holder protect,  secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against the Company, any
Guarantor or any other Person or any collateral  securing the Obligations  under
any of the Loan Documents (the "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 4 are knowingly made in contemplation of such benefits.

     Section 5. Subrogation.  None of the Guarantors will exercise any rights it
may now or hereafter  acquire  against the Company or any other  guarantor  that
arise  from the  existence,  payment,  performance  or  enforcement  of any 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 Holder against the Company or any other  guarantor or any
Collateral, whether or not such claim, 


                                       11
<PAGE>

remedy  or right  arises in equity or under  contract,  statute  or common  law,
including,  without limitation, the right to take or receive from the Company or
any other  guarantor,  directly or  indirectly,  in cash or other property or by
setoff or in any other  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  indefeasibly  paid in
full in cash.  If any amount  shall be paid to a Guarantor  in  violation of the
preceding sentence at any time prior to the indefeasible payment in full in cash
of the Guaranteed Obligations and all other amounts payable under this Guaranty,
such  amount  shall be held in trust for the  benefit  of the  Holder  and shall
forthwith  be paid to the Holder 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 all of the Guaranteed  Obligations and all other
amounts payable under this Guaranty shall be indefeasibly  paid in full in cash,
the Holder 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 Gurantor of an interest in the Guaranteed  Obligations  resulting from such
payment by such Guarantor.

     Section 6. Payments Free and Clear of Taxes, Etc.

     (a) Any and all payments made by a Guarantor  hereunder  shall be made 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 Holder,  (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 Holder
(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 Holder 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  Holder  and  any  liability  (including,  without  limitation,   penalties,
additions  to tax,  interest  and  expenses)  arising  therefrom or with respect
thereto,  except with respect to the Holder,  for such a liability  arising from
the Holder's willful misconduct or gross negligence.  This indemnification shall
be made within  thirty (30) days from the date on which the Holder 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 Holder, at its address
referred to in Section 9.1 of the Note, the original  receipt of payment thereof
or a certified copy of such receipt.  In the case 

                                       12
<PAGE>

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 Holder,  at such  address,  an opinion of counsel
acceptable  to the Holder  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) If  applicable,  any Holder  claiming any  additional  amounts  payable
pursuant  to this  Section 6 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  Holder,  be
otherwise disadvantageous to such Holder.

     (f)  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 6 shall  survive the
payment in full of the  Guaranteed  Obligations  and all other  amounts  payable
under this Guaranty and the other Loan Documents.

     Section 7.  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 Holder
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 Company and the other Loan Parties.

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

     Section 8. Covenants.  Each Guarantor  hereby covenants and agrees that, so
long  as any  part of the  Guaranteed  Obligations  shall  remain  unpaid,  such
Guarantor will, unless the Holder shall otherwise consent in writing, perform or
observe all of the terms,  covenants and  agreements  that this Guaranty and the
other Loan Documents state that such Guarantor shall perform or observe.

     Section 9. 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 


                                       13
<PAGE>

be effective  unless the same shall be in writing and signed by the Holder,  and
then such waiver or consent  shall be effective  only in the specific  instance,
and for the specific purpose for which given.

     (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 10. 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
Holder,  at its address  specified in Section 9.1 of the Note.  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  11. No Waiver;  Remedies.  No failure on the part of the Holder 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 12. Indemnification. Without limitation on any other Obligations of
any Guarantor or the remedies of the Holder under this Guaranty,  each Guarantor
shall, to the fullest extent  permitted by law,  indemnify,  defend and save and
hold harmless the Holder 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 Holder's legal counsel)  suffered or
incurred by such Holder as a result of any failure of any Guaranteed Obligations
to be the  legal,  valid and  binding  obligations  of the  Company or any other
Guarantor  enforceable  against the Company or such other Guarantor (as the case
may be) in accordance with their terms.

     Section 13. Continuing Guaranty;  Assignments of the Note. This Guaranty is
a  continuing  guaranty  and shall (a) remain in full force and effect until the
indefeasible payment in full in cash of the Guaranteed Obligations and all other
amounts  payable under this Guaranty,  (b) be binding upon each  Guarantor,  its
successors and assigns and (c) inure to the benefit of and be enforceable by the
Holder and its respective successors,  transferees and assigns. Without limiting
the  generality of the foregoing  clause (c), the Holder may assign or otherwise
transfer all or any portion of its rights and obligations  under the Note to any
other Person,  and such other Person shall thereupon  become vested with all the
benefits  in  respect  thereof  granted  to  such  Holder  by this  Guaranty  or
otherwise,  subject to the  provisions  of the Senior  Credit  Agreement and the


                                       14
<PAGE>

Modification  Agreement  dated the date hereof  between  Fleet  National Bank as
Administrative Agent, Norton Herrick and the Company.

     Section 14.  Security  Agreement.  The obligations of Classic Radio Holding
Corp. and Classic Radio Acquisition Corp. under this Guaranty are secured by and
to the extent  set forth in a certain  Security  Agreement  dated as of the date
hereof among those Persons, the Company and Norton Herrick.

     Section 15. 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 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 HOLDER 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.


                                       15
<PAGE>

     (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  HOLDER IN THE  NEGOTIATION,  ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

     Section 17.  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]



                                       16
<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.


                                         CH ACQUISITIONS CORP.


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



                                         ABC INTERNET SERVICES, INC.


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



                                         ABC INVESTMENT CORP.


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



                                         CLASSIC RADIO HOLDING CORP.


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


<PAGE>


                                         CLASSIC RADIO ACQUISITION CORP.


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



                                         Accepted:

                                         /s/ NORTON HERRICK
                                         ----------------------------
                                         NORTON HERRICK





<PAGE>


                                    EXHIBIT A

                           FORM OF GUARANTY SUPPLEMENT


                                                           _________, _____


Mr. Norton Herrick
c/o The Herrick Company
2295 Corporate Boulevard, N.W.
Suite 222
P.O. Box 5010
Boca Raton, FL 33431

          9% Convertible Senior  Subordinated  Promissory Note Due December
          31, 2004, dated December __, 1998, from Audio Book Club, Inc.,
          a Delaware corporation (the "Company"), to Norton Herrick (the
          "Note")

Dear Sir:

     Reference is made to the above-defined Note and to the Guaranty dated as of
December __, 1998 from certain  subsidiaries  of the Company to the Holder under
the Note (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 Holder 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 Holder 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).


                                      A - 1
<PAGE>

     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 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  HOLDER OR ANY  OTHER  HOLDER  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  HOLDER  IN  THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


                                            Very truly yours,

                                            [NAME OF ADDITIONAL
                                            GUARANTOR]

                                            By:________________________________
                                            Title: ____________________________
                                            Address: __________________________



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