RADIO ONE INC, S-1, 1999-10-25

RADIO ONE INC
S-1, 1999-10-25
RADIO BROADCASTING STATIONS

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<PAGE>

As filed with the Securities and Exchange Commission on October 25, 1999
Registration No. [333- ]

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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Radio One, Inc.
(Exact name of Registrant as specified in its charter)

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Delaware 52-1166660 4832
(State or other (I.R.S. Employer (Primary Standard
jurisdiction of Identification No.) Industry Classification
incorporation or Number)
organization)
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
Telephone: (301) 306-1111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

----------------

ALFRED C. LIGGINS, III
Chief Executive Officer and President
Radio One, Inc.
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
Telephone: (301) 306-1111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

With copies to:

RICHARD L. PERKAL, ESQ. ANTOINETTE COOK BUSH, ESQ.
Kirkland & Ellis STEPHEN W. HAMILTON, ESQ.
655 Fifteenth Street, N.W. Skadden, Arps, Slate, Meagher & Flom
Washington, D.C. 20005 LLP
Telephone: (202) 879-5000 1440 New York Avenue, N.W.
Washington, D.C. 20005
Telephone: (202) 371-7000

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Approximate date of commencement of the proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of each Class of to be offering price offering registration
Securities to be Registered registered(/1/) per share(2) price(/2/) fee
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<S> <C> <C> <C> <C>
Class A Common Stock, par value 5,000,000
$0.001 per share................ Shares $45.00 $225,000,000 $62,550
</TABLE>
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(1)Includes shares that the underwriters have the option to purchase from
the Company to cover over-allotments, if any.
(2) Estimated pursuant to Rule 457(f)(2) based on the average high and low sale
price per share of class A common stock on The Nasdaq Stock Market's
National Market on October 19, 1999.

----------------

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.

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- --------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER , 1999

[LOGO OF RADIO ONE]

Class A Common Stock

-----------

We are selling shares of class A common stock and the selling stockholders
are selling shares of class A common stock. We will not receive any proceeds
from shares sold by the selling stockholders.

Our class A common stock is traded on The Nasdaq National Market under the
symbol "ROIA." The last reported sale price for our class A common stock on The
Nasdaq National Market on , 1999, was $ per share.

The underwriters have an option to purchase a maximum of additional shares
to cover over-allotments of shares.

Investing in our class A common stock involves risks. See "Risk Factors" on
page .

<TABLE>
<CAPTION>
Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions Radio One Stockholders
-------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Per Share................... $ $ $ $
Total....................... $ $ $ $
</TABLE>

Delivery of the shares of class A common stock will be made on or about .

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Credit Suisse First Boston

The date of this prospectus is .
<PAGE>

[Map of Eastern U.S. with ROI radio station logos, call signs and frequencies.]
<PAGE>

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary.................. 1
Risk Factors........................ 7
Use of Proceeds..................... 12
Dividend Policy..................... 12
Price Range of Our Class A Common
Stock.............................. 13
Capitalization...................... 14
Recent and Pending Transactions..... 15
Unaudited Pro Forma Consolidated
Financial Information.............. 17
Selected Historical Consolidated
Financial Data..................... 28
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 30
Business............................ 40
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Management......................... 60
Certain Relationships and Related
Transactions...................... 65
Selling Stockholders............... 67
Principal Stockholders............. 68
Description of Capital Stock....... 70
Description of Indebtedness........ 72
Shares Eligible for Future Sale.... 74
Underwriting....................... 76
Notice to Canadian Residents....... 78
Legal Matters...................... 79
Experts............................ 79
Where You Can Find Additional
Information....................... 79
Index to Financial Statements...... F-1
</TABLE>

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You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.

Radio One's principal executive offices are located at 5900 Princess Garden
Parkway, 8th Floor, Lanham, MD 20706, and our telephone number is (301) 306-
1111.
<PAGE>

PROSPECTUS SUMMARY

This summary contains a general discussion of our business, this offering
and summary financial information. We encourage you to read the entire
prospectus for a more complete understanding of Radio One and this offering.
Except where otherwise noted, all share numbers and per share data in this
prospectus give effect to the capitalization transactions described in
"Capitalization." Unless otherwise indicated, all information in this
prospectus assumes that the underwriters' over-allotment option will not be
exercised.

RADIO ONE, INC.

Introduction

We were founded in 1980 and are the largest radio broadcasting company in
the United States primarily targeting African-Americans. After we complete our
acquisitions of four stations that we operate in Richmond, we will own 26 radio
stations. Twenty-five of these stations (eighteen FM and seven AM) are in nine
of the top 20 African-American radio markets: Washington, D.C., Baltimore,
Atlanta, Philadelphia, Detroit, Cleveland, St. Louis, Richmond and Boston. Our
strategy is to expand within our existing markets and into new markets that
have a significant African-American presence. We believe radio broadcasting
primarily targeting African-Americans has significant growth potential. We also
believe that we have a competitive advantage in the African-American market,
and the radio industry in general, due to our focus on formats primarily
targeting African-American audiences, our skill in programming and marketing
these formats, and our turnaround expertise.

The radio stations that we owned or managed as of June 30, 1999, grouped by
market, were ranked in the top three in their markets in combined audience and
revenue share among radio stations primarily targeting African-Americans. Due
to successful implementation of our business strategy, our net broadcast
revenue, broadcast cash flow and after-tax cash flow have grown significantly:

. Same station net broadcast revenue increased 30.6% from year-end 1997 to
year-end 1998 and 32.8% for the six months ended June 30, 1999, compared
to the same period in 1998.

. Same station broadcast cash flow increased 50.4% from year-end 1997 to
year-end 1998 and 39.6% for the six months ended June 30, 1999, compared
to the same period in 1998.

. After-tax cash flow increased 148.3% from year-end 1997 to year-end 1998
and 22.6% for the six months ended June 30, 1999, compared to the same
period in 1998.

Radio One is led by our Chairperson and co-founder, Catherine L. Hughes, and
her son, Alfred C. Liggins, III, our Chief Executive Officer and President, who
together have over 40 years of operating experience in radio broadcasting. Ms.
Hughes, Mr. Liggins and our strong management team have successfully
implemented a strategy of acquiring and turning around underperforming radio
stations. We believe that we are well positioned to apply our proven operating
strategy to our recently or soon to be acquired stations in Cleveland, St.
Louis, Richmond and Boston, and to other radio stations in existing and new
markets as attractive acquisition opportunities arise.

The African-American Market Opportunity

We believe that operating radio stations in large African-American markets,
with formats primarily targeting African-American audiences, has significant
growth potential for the following reasons:

. African-Americans are experiencing faster population growth than the
population as a whole.

. African-Americans are experiencing higher income growth than the
population as a whole.

. There is significant growth in advertising targeting the African-
American market.

1
<PAGE>

. We believe there is a growing influence of African-American culture on
American society.

. We believe that radio formats primarily targeting African-Americans are
becoming more popular with mainstream audiences.

. We can reach our target audience with fewer radio stations due to the
concentration of African-Americans in the top 40 African-American
markets.

. African-Americans exhibit stronger radio audience listenership and
loyalty than the population as a whole.

Station Portfolio

We operate in some of the largest African-American markets. We have also
acquired or agreed to acquire 13 radio stations since January 1, 1999. These
acquisitions diversify our net broadcast revenue, broadcast cash flow and asset
bases and increase the number of top 20 African-American markets in which we
operate from five to nine. The table below outlines our station operations and
summarizes more detailed information provided under "Business," except African-
American Market information, which is from BIA 1999, Third Edition.

Radio One and Our Markets

<TABLE>
<CAPTION>
Radio One Including Pending Acquisitions Market Data
------------------------------------------------ ---------------------------------------------
Number of African-American
Stations Market 1999 Entire Market 1997 MSA Population
--------- ---------------- --------------------- ----------------------
Ranking by
January- 1998 Annual Size of
Audience Spring 1999 June 1999 Radio African- African-
Share Revenue Audience Revenue Revenue American Total American
Market FM AM Rank Rank Share Share ($millions) Population (in millions) %
- ------ ---- ---- -------- ------- ----------- --------- ----------- ---------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Washington, DC.......... 2 2 1 1 10.1 10.3% $263.4 3 4.3 26.5%
Detroit................. 2 2 2 2 5.5 3.3 230.0 5 4.6 22.3
Philadelphia............ 1 -- 2 2 3.0 2.1 255.6 6 4.9 20.2
Atlanta................. 2 -- 2 3 6.8 4.9 257.5 7 3.7 26.0
Baltimore............... 2 2 1 1 18.7 22.1 110.1 10 2.5 27.6
St. Louis............... 1 -- n/a n/a n/a n/a 115.6 14 2.6 17.7
Cleveland............... 1 1 n/a n/a n/a n/a 98.7 17 2.1 19.2
Boston.................. 1 -- n/a n/a n/a n/a 253.9 18 4.3 7.1
Richmond................ 6 1 n/a n/a n/a n/a 46.4 19 0.9 30.1
---- ----
Total................. 18 8
==== ====
</TABLE>

Business Strategy

We focus primarily on making strategic acquisitions of underperforming radio
stations, improving the performance of these stations and operating them to
maximize profitability.

Acquisitions - Our primary acquisition strategy is to acquire and to turn
around underperforming radio stations principally in the top 40 African-
American markets. We consider acquisitions in existing markets where expanded
coverage is desirable and in new markets where we believe it is advantageous to
establish a presence. For strategic reasons, or as a result of an acquisition
of multiple stations in a market, we may also acquire and operate stations with
formats that primarily target non-African-American segments of the population.

2
<PAGE>

Turnarounds - Historically, we have entered a market by acquiring a station
or stations that have little or negative broadcast cash flow. Additional
stations we have acquired in existing markets have often been, in our opinion,
substantially underperforming. By implementing our operating strategy, we have
succeeded in increasing ratings, net broadcast revenue and broadcast cash flow
of all the FM stations we have owned and operated or managed for at least one
year. We have achieved these improvements while operating against much larger
competitors.

Operations - In order to maximize net broadcast revenue and broadcast cash
flow at our radio stations, we strive to achieve the largest audience share of
African-American listeners in each market, to convert these audience share
ratings to advertising revenue, and to control operating expenses.

3
<PAGE>

The Offering

<TABLE>
<S> <C>
Class A common stock
offered(/1/)................. 4,000,000 shares by Radio One
shares by the selling stockholders
shares of class A common stock

Common stock to be outstanding
after this
offering(/1/)(/2/)........... 16,034,397 shares of class A common stock
2,873,083 shares of class B common stock
3,195,063 shares of class C common stock
22,102,543 shares of common stock

Voting Rights................. Holders of class A common stock are entitled
to one vote per share and are entitled to elect
two independent directors. Holders of class B
common stock are entitled to ten votes per
share. Holders of class C common stock do
not have voting rights, except as required by
law.
Other Rights.................. Except as to voting and conversion rights,
each class of common stock has the same
rights.
Use of Proceeds............... We plan to use the net proceeds from this
offering:
.to fund pending and future acquisitions;
.to repay amounts under our bank credit
facility, which will increase debt capacity
for pending and future acquisitions;
.for continued business development
activities; and
.for general corporate purposes.
NASDAQ Symbol................. ROIA
</TABLE>
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(1) Excludes shares of class A common stock that may be issued to
cover over-allotments of shares.
(2) Excludes 207,204 shares of class A common stock issuable upon exercise of
stock options outstanding at an average exercise price of $24.00.

4
<PAGE>

Summary Historical and Pro Forma Consolidated Financial Data

The following table contains summary historical financial information
derived from the audited consolidated financial statements for the years ended
December 31, 1996, 1997 and 1998, and the unaudited financial statements for
the six months ended June 30, 1998 and 1999, of Radio One. The table also
contains summary unaudited pro forma financial information derived from the
unaudited pro forma financial information set forth under "Unaudited Pro Forma
Consolidated Financial Information." The summary unaudited pro forma
consolidated financial information does not purport to represent what our
results of operations or financial condition would actually have been had the
transactions described below occurred on the dates indicated or to project our
results of operations or financial condition for any future period or date. The
summary financial data set forth in the following table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Unaudited Pro Forma Consolidated Financial
Information," and the unaudited financial statements and the audited
consolidated financial statements of Radio One included elsewhere in this
prospectus.

. The pro forma amounts for the year ended December 31, 1998, and the six
months ended June 30, 1999, are adjusted to give effect to the following
transactions as if they had occurred as of January 1, 1998:

-- the acquisitions of:

. Bell Broadcasting Company;

. Allur-Detroit, Inc.;

. Radio One of Atlanta, Inc.;

. Dogwood Communications, Inc. (by Radio One of Atlanta, Inc.);

. WENZ-FM and WERE-AM in Cleveland;

. the assets of WFUN-FM in St. Louis (pro forma balance sheet only);

. WKJS-FM and WARV-FM in Richmond;

. WDYL-FM in Richmond; and

. the assets of WBOT-FM in Boston (pro forma balance sheet only);

-- the pending acquisitions of WJRV-FM, WCDX-FM, WPLZ-FM, and WGCV-AM in
Richmond;

-- the repayment of debt;

-- our initial public offering of class A common stock on May 5, 1999; and

-- this offering.

. The pro forma balance sheet data are adjusted to give effect to the
transactions described above as if they had occurred as of June 30, 1999
unless the transactions had actually occurred prior to that date.

5
<PAGE>

<TABLE>
<CAPTION>
Fiscal Year Ended December 31, Six Months Ended June 30,
---------------------------------------- -----------------------------
Historical Historical
---------------------------- -----------------
1998 Pro 1999 Pro
1996 1997 1998 Forma 1998 1999 Forma
--------- -------- -------- ---------- ------- -------- ----------
(audited) (audited) (audited) (unaudited) (unaudited) (unaudited)
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Net broadcast revenue... $23,702 $32,367 $46,109 $73,043 $19,528 $ 32,854 $ 40,385
Station operating
expenses............... 13,927 18,848 24,501 42,135 10,510 19,083 22,420
Corporate expenses...... 1,793 2,155 2,800 2,800 1,319 2,153 2,174
Depreciation and
amortization........... 4,262 5,828 8,445 20,910 3,632 7,475 10,209
------- ------- ------- ------- ------- -------- --------
Operating income...... 3,720 5,536 10,363 7,198 4,067 4,143 5,582
Interest expense........ 7,252 8,910 11,455 9,628 4,925 7,489 4,971
Other income (expense),
net.................... (77) 415 358 451 286 141 149
Income tax benefit
(expense).............. -- -- 1,575 500 -- (476) (1,200)
------- ------- ------- ------- ------- -------- --------
Income (loss) before
extraordinary item... $(3,609) $(2,959) $ 841 $(1,479) $ (572) $ (3,681) $ (440)
======= ======= ======= ======= ======= ======== ========
Loss applicable to
common stockholders
before extraordinary
item................... $(3,609) $(4,996) $(2,875) $(1,479) $(2,344) $ (5,157) $ (440)
======= ======= ======= ======= ======= ======== ========
Earnings per common
share:
Basic and diluted..... $ (0.38) $ (0.53) $ (0.31) $ (0.07) $ (0.25) $ (0.40) $ (0.02)
======= ======= ======= ======= ======= ======== ========
Weighted average common
shares outstanding:
Basic and diluted..... 9,392 9,392 9,392 22,102 9,392 12,739 22,102
Other Data:
Broadcast cash flow..... $ 9,775 $13,519 $21,608 $30,908 $ 9,018 $ 13,771 $ 17,965
Broadcast cash flow
margin................. 41.2% 41.8% 46.9% 42.3% 46.2% 41.9% 44.5%
EBITDA (before non-cash
compensation expense).. $ 7,982 $11,364 $18,808 $28,402 $ 7,699 $ 11,843 $ 16,016
After-tax cash flow..... 806 2,869 7,248 18,262 3,060 3,794 9,994
Cash interest expense... 4,815 4,413 7,192 5,986 3,104 5,207 2,993
Accreted preferred stock
dividends.............. -- 2,037 3,716 -- 1,772 1,476 --
Capital expenditures.... 252 2,035 2,236 4,534 1,103 2,119 3,414
Ratio of total debt to EBITDA (before non-cash
compensation expense).............................. 2.8x
Ratio of EBITDA (before non-cash compensation
expense) to interest expense....................... 2.9x 3.2x
Ratio of EBITDA (before non-cash compensation
expense) to cash interest expense.................. 4.7x 5.4x
Balance Sheet Data (at
period end):
Cash and cash equivalents.............................................. $ 5,018 $ 85,968
Intangible assets, net................................................. 200,181 271,261
Total assets........................................................... 243,776 398,926
Total debt (including current portion and deferred interest)........... 96,498 80,498
Total stockholders' equity ............................................ 122,930 294,080
</TABLE>

6
<PAGE>

RISK FACTORS

You should carefully consider the following factors and other information in
this prospectus before deciding to invest in shares of class A common stock of
Radio One.

Restrictions Imposed by Our Debt - The terms of our debt restrict us from
engaging in many activities and require us to satisfy various financial tests.

Our bank credit facility and the agreements governing our other outstanding
debt contain covenants that restrict, among other things, our ability to incur
additional debt, pay cash dividends, purchase our capital stock, make capital
expenditures, make investments or other restricted payments, swap or sell
assets, engage in transactions with related parties, secure non-senior debt
with our assets, or merge, consolidate or sell all or substantially all of our
assets.

Our bank credit facility also requires us to get our banks' consent before
we make acquisitions. This restriction may make it more difficult to pursue our
acquisition strategy. Our bank credit facility also requires us to maintain
specific financial ratios. Events beyond our control could affect our ability
to meet those financial ratios, and we cannot assure you that we will meet
them.

All of the loans under our bank credit facility are due on December 31,
2003. A breach of any of the covenants contained in our bank credit facility
could allow our lenders to declare all amounts outstanding under the bank
credit facility to be immediately due and payable. In addition, our banks could
proceed against the collateral granted to them to secure that indebtedness. If
the amounts outstanding under the bank credit facility are accelerated, we
cannot assure you that our assets will be sufficient to repay in full the money
owed to the banks or to our other debt holders.

Substantial Debt - Our substantial level of debt could limit our ability to
grow and compete.

As of June 30, 1999, we had outstanding total debt of $96.5 million
(including $16.0 million bearing interest at variable rates) and stockholders'
equity of $122.9 million.

Our substantial level of indebtedness could adversely affect us for various
reasons, including limiting our ability to:

. obtain additional financing for working capital, capital expenditures,
acquisitions, debt payments or other corporate purposes;

. have sufficient funds available for operations, future business
opportunities or other purposes;

. compete with competitors that have less debt than we do; and

. react to changing market conditions, changes in our industry and
economic downturns.

Additional Borrowings Available--In addition to our current level of
indebtedness, we have the ability to incur substantially more debt. This
additional debt could further exacerbate the risks described above.

Although the agreements governing our indebtedness place certain limitations
on the incurrence of additional indebtedness by us, under certain circumstances
we can incur substantial amounts of additional indebtedness. For example, we
may be able to borrow up to $100.0 million under our bank credit facility.
Additionally, the agreements governing our indebtedness would have permitted us
to incur up to approximately $160.0 million of additional debt as of June 30,
1999, after giving effect to the transactions described under "Unaudited Pro
Forma Consolidated Information," as if they had occurred on June 30, 1999,
unless the transactions had actually occurred prior to that date. If we incur
additional debt, the related risks discussed above could intensify. See
"Description of Indebtedness" for a more detailed discussion of the terms of
certain of our indebtedness.

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<PAGE>

History of Net Losses - If we have losses in the future, the market price of
our common stock and our ability to raise capital could be adversely affected.

We cannot be certain that we will sustain profitability. Failure to sustain
profitability may adversely affect the market price of our common stock, which
in turn may adversely affect our ability to raise additional equity capital and
to incur additional debt.

Since 1994, we have experienced net losses in three out of five years. The
primary reasons for these losses are significant charges for depreciation and
amortization relating to the acquisition of radio stations and interest charges
on our outstanding debt. If we acquire additional stations, these charges will
probably increase.

Dependence on Key Personnel - The loss of key personnel could disrupt the
management of our business.

Our business depends upon the continued efforts, abilities and expertise of
our executive officers and other key employees. We intend to enter into
employment agreements with several of our key employees, including Catherine L.
Hughes, Alfred C. Liggins, III, and other executive officers. We believe that
the unique combination of skills and experience possessed by these individuals
would be difficult to replace, and that the loss of any one of them could have
a material adverse effect on us. These adverse effects could include the
impairment of our ability to execute our acquisition and operating strategies
and a decline in our standing in the radio broadcast industry.

Competition - We compete for advertising revenue against radio stations and
other media, many of which have greater resources than we do.

Our stations compete for audiences and advertising revenue with other radio
stations and with other media such as television, newspapers, direct mail and
outdoor advertising. Audience ratings and advertising revenue are subject to
change and any adverse change in a market could adversely affect our net
broadcast revenue in that market. If a competing station converts to a format
similar to that of one of our stations, or if one of our competitors
strengthens its operations, our stations could suffer a reduction in ratings
and advertising revenue. Other radio companies which are larger and have more
resources may also enter markets in which we operate. Although we believe our
stations are well positioned to compete, we cannot assure you that our stations
will maintain or increase their current ratings or advertising revenue.

Risks of Acquisition Strategy - Our growth depends on successfully executing
our acquisition strategy.

We intend to grow by acquiring radio stations primarily in top 40 African-
American markets. We cannot assure you that our acquisition strategy will be
successful. Our acquisition strategy is subject to a number of risks,
including:

. Our pending acquisitions may not be consummated, and we may not
successfully identify and consummate future acquisitions;

. Acquired stations may not increase our broadcast cash flow or yield
other anticipated benefits;

. Required regulatory approvals may result in unanticipated delays in
completing acquisitions;

. We may have difficulty managing our rapid growth; and

. We may be required to raise additional financing and our ability to do
so is limited by the terms of our debt instruments.

Controlling Stockholders - Two common stockholders have a majority interest in
Radio One and have the power to control matters on which Radio One's common
stockholders may vote.

Upon completion of this offering, Catherine L. Hughes and her son, Alfred C.
Liggins, III, will collectively hold approximately 64% (63% if the underwriters
exercise their over-allotment option) of the

8
<PAGE>

outstanding voting power of Radio One's common stock. As a result, Ms. Hughes
and Mr. Liggins will control most decisions involving Radio One, including
transactions involving a change of control of Radio One, such as a sale or
merger. In addition, certain covenants in Radio One's debt instruments require
that Ms. Hughes and Mr. Liggins maintain specified ownership and voting
interests in Radio One, and prohibit other parties' voting interests from
exceeding specified amounts. Ms. Hughes and Mr. Liggins have agreed to vote
their shares together in elections to the board of directors.

Technology Changes, New Services and Evolving Standards - We must respond to
the rapid changes in technology, services and standards which characterize our
industry in order to remain competitive.

The radio broadcasting industry is subject to rapid technological change,
evolving industry standards and the emergence of new media technologies. We
cannot assure you that we will have the resources to acquire new technologies
or to introduce new services that could compete with these new technologies.
Several new media technologies are being developed, including the following:

. Audio programming by cable television systems, direct broadcast
satellite systems, Internet content providers and other digital audio
broadcast formats;

. Satellite digital audio radio service, which could result in the
introduction of several new satellite radio services with sound quality
equivalent to that of compact discs; and

. In-band on-channel digital radio, which could provide multi-channel,
multi-format digital radio services in the same bandwidth currently
occupied by traditional AM and FM radio services.

Importance of the Washington, D.C. and Baltimore Markets - A large portion of
our net broadcast revenue and broadcast cash flow comes from these markets.

Based upon the stations we owned or managed as of June 30, 1999, our radio
stations in Washington, D.C. and Baltimore collectively accounted for 63.5% and
77.1% of our net broadcast revenue and broadcast cash flow, respectively, for
the six-month period ended June 30, 1999, adjusted to include results of
stations acquired between January 1, 1999 and June 30, 1999. A significant
decline in net broadcast revenue or broadcast cash flow from our stations in
either of these markets could have a material adverse effect on our financial
position and results of operations.

Government Regulation - Our business depends on maintaining our licenses with
the FCC. We cannot assure you that we will be able to maintain these licenses.

Radio broadcasters depend upon maintaining radio broadcasting licenses
issued by the FCC. These licenses are ordinarily issued for a maximum term of
eight years and may be renewed. Our radio broadcasting licenses expire at
various times from October 1, 2003 to August 1, 2006. Although we may apply to
renew our FCC licenses, interested third parties may challenge our renewal
applications. In addition, if Radio One or any of our stockholders, officers,
or directors violates the FCC's rules and regulations or the Communications Act
of 1934, as amended, or is convicted of a felony, the FCC may commence a
proceeding to impose sanctions upon us. Examples of possible sanctions include
the imposition of fines; the revocation of our broadcast licenses; or the
renewal of one or more of our broadcasting licenses for a term of fewer than
eight years. If the FCC were to issue an order denying a license renewal
application or revoking a license, we would be required to cease operating the
radio station covered by the license only after we had exhausted administrative
and judicial review without success.

The radio broadcasting industry is subject to extensive and changing federal
regulation. Among other things, the Communications Act and FCC rules and
policies limit the number of broadcasting properties that any person or entity
may own (directly or by attribution) in any market and require FCC approval for
transfers of control and assignments of licenses. The filing of petitions or
complaints against Radio One or any FCC licensee from which

9
<PAGE>

we are acquiring a station could result in the FCC delaying the grant of, or
refusing to grant or imposing conditions on its consent to the assignment or
transfer of control of licenses. The Communications Act and FCC rules also
impose limitations on non-U.S. ownership and voting of the capital stock of
Radio One.

Antitrust Matters - We may have difficulty obtaining regulatory approval for
acquisitions in our existing markets and, potentially, new markets.

An important part of our growth strategy is the acquisition of additional
radio stations. After the passage of the Telecommunications Act of 1996, the
U.S. Department of Justice has become more aggressive in reviewing proposed
acquisitions of radio stations and radio station networks. The Justice
Department is particularly aggressive when the proposed buyer already owns one
or more radio stations in the market of the station it is seeking to buy.
Recently, the Justice Department has challenged a number of radio broadcasting
transactions. Some of those challenges ultimately resulted in consent decrees
requiring, among other things, divestitures of certain stations. In general,
the Justice Department has more closely scrutinized radio broadcasting
acquisitions that result in local market shares in excess of 40% of radio
advertising revenue. Similarly, the FCC has adopted procedures to review
proposed radio broadcasting transactions even if the proposed acquisition
otherwise complies with the FCC's ownership limitations. In particular, the FCC
may invite public comment on proposed radio transactions that the FCC believes,
based on its initial analysis, may present ownership concentration concerns in
a particular local radio market.

Shares of Common Stock Eligible for Future Sale - Future sales by holders of
restricted stock could depress the market price of the class A common stock.

Upon completion of this offering, we will have 16,034,397 shares of class A
common stock, 2,873,083 shares of class B common stock and 3,195,063 shares of
class C common stock issues and outstanding, assuming no exercise of the
underwriters' over-allotment option. Of these shares, the 4,000,000 shares of
class A common stock being sold in this offering (plus any shares issued upon
exercise of the underwriters' over-allotment option), the 7,150,000 shares of
class A common stock sold in our initial public offering in May 1999 and
approximately 2,293,000 shares of unrestricted class A common stock will be
freely transferable without restriction in the public market, except to the
extent these shares have been acquired by our affiliates, whose sale of such
shares is restricted by Rule 144 under the Securities Act. The remaining shares
of our common stock are "restricted" securities under Rule 144 which, among
other things, limits the number of such shares available for sale in the public
market. However, many of the restrictions of Rule 144 do not apply to persons
who are not our affiliates.

The market price of our class A common stock could decline as a result of
future sales of substantial amounts of class A common stock, or the perception
that such sales could occur. Furthermore, certain of our existing stockholders
have the right to require us to register their shares, which may facilitate
their sale of shares in the public market.

Year 2000 - Computer programs and microprocessors that have date sensitive
software may recognize a date using "00" as year 1900 rather than 2000, or not
recognize the date at all, which could result in major system failures or
miscalculations.

We rely, directly and indirectly, on information technology systems to
operate our radio stations, provide our radio stations with up-to-date news and
perform a variety of administrative services, including accounting, financial
reporting, advertiser spot scheduling, payroll and invoicing. We also use non-
information technology systems, such as microchips, for dating and other
automated functions. We are in the process of assessing and remediating
potential risks to our business related to the Year 2000 problem. Although we
believe that, as a result of these efforts, our critical systems are or will be
substantially Year 2000 ready, we cannot assure you that this will be the case.
One of our greatest potential Year 2000 risks may be that third parties with
whom we deal will fail to be Year 2000 ready. For example, if our programming
suppliers or key advertisers experience significant disruptions in their
businesses because of the Year 2000 problem, we may lose access to programming
and significant advertising revenue.

10
<PAGE>

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements are not historical facts, but
rather are based on our current expectations, estimates and projections about
Radio One's industry, our beliefs and assumptions. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates" and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and other factors, some of which are beyond our control,
are difficult to predict and could cause actual results to differ materially
from those expressed or forecasted in the forward-looking statements. These
risks and uncertainties are described in "Risk Factors" and elsewhere in this
prospectus. We caution you not to place undue reliance on these forward-looking
statements, which reflect our management's view only as of the date of this
prospectus. We are not obligated to update these statements or publicly release
the result of any revisions to them to reflect events or circumstances after
the date of this prospectus or to reflect the occurrence of unanticipated
events.

11
<PAGE>

USE OF PROCEEDS

The net proceeds from this offering to Radio One, after deducting
underwriting discounts and commissions and estimated offering expenses, based
on the public offering price of $ per share, are estimated to be
approximately $ million ($ million if the underwriters' over-allotment
option is exercised in full).

We expect to use approximately $69.0 million of the net proceeds from this
offering to fund the currently pending acquisition of radio stations in
Richmond and to repay amounts borrowed under our bank credit facility.

We expect to use a substantial portion of the remaining net proceeds of
this offering to acquire radio broadcasting assets and businesses. Depending
on the nature of any such acquisitions, we could apply all, or substantially
all, of the net proceeds of this offering to such acquisitions. As part of our
ongoing business development activities, we expect that we will continue to
consider acquisition opportunities. In this regard, we are currently
evaluating certain acquisition opportunities. We cannot assure, however, that
we will identify suitable acquisition candidates or that we will consummate
any acquisition. We may also use remaining net proceeds for continued business
development activities and general corporate purposes.

The actual amount of net proceeds we spend on a particular use will depend
on many factors, including our future revenue growth, additional financing
sources, if any, and the amount of cash generated by our operations. Many of
these factors are beyond our control. We reserve the right to allocate
proceeds to different uses if, in management's view, the needs of the business
so require. Until we use the net proceeds of this offering as described above,
we intend to invest the net proceeds in short-term investment-grade marketable
securities.

Radio One will not receive any proceeds from class A common stock sold by
the selling stockholders.

DIVIDEND POLICY

Since becoming a public company in May 1999, we have not declared any
dividends on our common stock. We intend to retain future earnings for use in
our business and do not anticipate declaring or paying any cash or stock
dividends on shares of our common stock in the foreseeable future. In
addition, any determination to declare and pay dividends will be made by our
board of directors in light of our earnings, financial position, capital
requirements, the bank credit facility, and the 12% notes indenture, and such
other factors as the board of directors deems relevant. See "Description of
Indebtedness."

12
<PAGE>

PRICE RANGE OF OUR CLASS A COMMON STOCK

Our class A common stock is traded on The Nasdaq Stock Market's National
Market under the symbol "ROIA." The table below shows, for the quarters
indicated, the reported high and low bid quotes for our class A common stock on
the Nasdaq Stock Market's National Market.

<TABLE>
<CAPTION>
High Low
------ ------
<S> <C> <C>
Fiscal Year 1999
Second Quarter (beginning May 6)......................... $47.00 $28.00
Third Quarter............................................ 46.50 39.63
Fourth Quarter (through October 21)...................... 50.13 41.50
</TABLE>

The initial public offering of our class A common stock was priced on May 5,
1999 at a price of $24.00 per share. The last reported sale price for our class
A common stock on The Nasdaq Stock Market's National Market on ,
1999, was $ .

13
<PAGE>

CAPITALIZATION

The table below sets forth our capitalization as of June 30, 1999, on an
actual basis and on a pro forma basis giving effect to the transactions
identified below.

. The acquisitions of:

-- Radio One of Atlanta, Inc. ("ROA");
-- Dogwood Communications, Inc. ("Dogwood") by ROA;
-- WENZ-FM and WERE-AM in Cleveland;
-- the assets of WFUN-FM in St. Louis;
-- WDYL-FM in Richmond ("Richmond I");
-- WKJS-FM and WARV-FM in Richmond ("Richmond II");
-- the assets of WBOT-FM in Boston; and
-- WJRV-FM, WCDX-FM, WPLZ-FM and WGCV-AM in Richmond ("Richmond III").

. the repayment of debt; and

. this offering.

The information in this table should be read in conjunction with "Use of
Proceeds," "Unaudited Pro Forma Consolidated Financial Information,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements included elsewhere in
this prospectus.

<TABLE>
<CAPTION>
As of June 30,
1999
-------------------
Actual Pro Forma
-------- ---------
(unaudited)
(in thousands
except
share data)
<S> <C> <C>
Cash and cash equivalents.............................. $ 5,018 $ 85,968
======== ========
Long-term debt (including current portion):
Bank credit facility................................. $ 16,000 $ --
12% senior subordinated notes due May 15, 2004....... 80,436 80,436
Other long-term debt................................. 62 62
-------- --------
Total debt......................................... 96,498 80,498
-------- --------
Stockholders' equity (deficit):
Class A common stock, $0.001 par value, 30,000,000
shares authorized, 12,034,397 shares and 16,034,397
shares issued and outstanding, respectively......... 12 16
Class B common stock, $0.001 par value, 30,000,000
shares authorized, 2,873,083 shares issued and
outstanding......................................... 3 3
Class C common stock, $0.001 par value, 30,000,000
shares authorized, 3,195,063 shares issued and
outstanding......................................... 3 3
Additional paid-in capital........................... 152,933 324,079
Accumulated deficit.................................. (30,021) (30,021)
-------- --------
Total stockholders' equity ........................ 122,930 294,080
-------- --------
Total capitalization............................. $219,428 $374,578
======== ========
</TABLE>

14
<PAGE>

RECENT AND PENDING TRANSACTIONS

We have acquired or agreed to acquire 13 radio stations since January 1,
1999. These acquisitions diversify our net broadcast revenue, broadcast cash
flow and asset bases and increase the number of top 20 African-American markets
in which we operate from five to nine.

The table below sets forth information regarding each of the recently
completed or pending acquisitions as of October 25, 1999.

<TABLE>
<CAPTION>
Approximate
No. of Call Purchase Price Date
Stations Letters (in millions) Completed
-------- ------- -------------- ---------
<S> <C> <C> <C> <C>
Completed Transactions
Atlanta (ROA and Dogwood)...... 2 WHTA-FM (/1/) 3/99
WAMJ-FM
Cleveland...................... 2 WENZ-FM $20.0 4/99
WERE-AM
St. Louis...................... 1 WFUN-FM 13.6 6/99
Richmond I..................... 1 WDYL-FM 4.6 7/99
Richmond II.................... 2 WKJS-FM 12.0 7/99
WARV-FM
Boston......................... 1 WBOT-FM 10.0 10/99
--- -----
Subtotal..................... 9 60.2(/2/)
Pending Transaction
Richmond III................... 4 WJRV-FM 34.0 --
WCDX-FM
WPLZ-FM
WGCV-AM
--- -----
Total.......................... 13 $94.2(/2/)
=== =====
</TABLE>

- --------
(/1/) Radio One issued approximately 3.3 million shares of our common stock and
assumed approximately $16.3 million of debt in this transaction.
(/2/) Excludes ROA and Dogwood.

Completed Transactions

Atlanta--Radio One of Atlanta and Dogwood Communications Acquisitions

On March 30, 1999, Radio One acquired ROA, an affiliate of Radio One, for
approximately 3.3 million shares of Radio One common stock. Radio One also
assumed and retired approximately $16.3 million of indebtedness of ROA and
Dogwood. At the time, ROA owned approximately 33% of Dogwood. On March 30,
1999, ROA acquired the remaining approximate 67% of Dogwood for $3.6 million.
Founded in 1995, ROA owns and operates WHTA-FM. Dogwood owns WAMJ-FM which,
prior to ROA's acquisition of 100% of Dogwood, ROA operated under a local
marketing agreement ("LMA"). Upon the completion of these acquisitions, ROA
became a wholly owned subsidiary of Radio One, and Dogwood became a wholly
owned subsidiary of ROA. See "Certain Relationships and Related Transactions."

Cleveland--WENZ-FM and WERE-AM Acquisition

On April 30, 1999, Radio One acquired WENZ-FM and WERE-AM, both of which are
licensed to Cleveland, Ohio, for approximately $20.0 million in cash.

15
<PAGE>

St. Louis--WFUN-FM Acquisition

On June 4, 1999, Radio One acquired the assets of WFUN-FM, licensed to
Bethalto, Illinois, for approximately $13.6 million in cash. We are in the
process of moving WFUN-FM to a broadcast tower site closer to downtown St.
Louis and upgrading its signal from 6 kW to 25 kW, and we expect to reformat
the station.

Richmond I and II--WDYL-FM Acquisition and WKJS-FM and WARV-FM Acquisition

On July 1, 1999, Radio One acquired WKJS-FM, licensed to Crewe, Virginia,
and WARV-FM, licensed to Petersburg, Virginia, for approximately $12.0 million
in cash, subject to purchase price adjustments.

On July 15, 1999, Radio One acquired WDYL-FM, licensed to Chester, Virginia,
for approximately $4.6 million in cash.

Boston--WBOT-FM Acquisition

On October 1, 1999, Radio One acquired the assets of WBOT-FM, licensed to
Brockton, Massachusetts, for approximately $10.0 million in cash. WBOT-FM is
temporarily off the air while we change its format from Country to Urban.

Pending Transaction

Richmond III--WJRV-FM, WCDX-FM, WPLZ-FM and WGCV-AM Acquisitions

Pursuant to an asset purchase agreement dated May 6, 1999, Radio One has
agreed to acquire WCDX-FM, licensed to Mechanicsville, Virginia; WPLZ-FM,
licensed to Petersburg, Virginia; WJRV-FM, licensed to Richmond, Virginia; and
WGCV-AM, licensed to Petersburg, Virginia, for approximately $34.0 million in
cash. We have been operating WCDX-FM, WPLZ-FM and WJRV-FM under a time
brokerage agreement since June 1, 1999, and we expect to complete the
acquisition no later than the second half of 2000.

16
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated financial statements for the
year ended December 31, 1998, and the six months ended June 30, 1999 (the "Pro
Forma Consolidated Financial Statements"), are based on the historical
Consolidated Financial Statements of Radio One included elsewhere in this
prospectus.

The pro forma amounts for the year ended December 31, 1998 and the six
months ended June 30, 1999, are adjusted to give effect to the following
transactions as if they had occurred as of January 1, 1998:

-- the acquisitions of:

. Bell Broadcasting;

. Allur-Detroit;

. ROA;

. Dogwood by ROA;

. WENZ-FM and WERE-AM in Cleveland

. the assets of WFUN-FM in St. Louis (pro forma balance sheet only);

. WDYL-FM in Richmond;

. WKJS-FM and WARV-FM in Richmond; and

. the assets of WBOT-FM in Boston (pro forma balance sheet only);

-- the pending acquisition of WJRV-FM, WCDX-FM, WPLZ-FM and WGCV-AM in
Richmond;

-- the repayment of debt;

-- our initial public offering of class A common stock on May 5, 1999; and

-- this offering.

The pro forma balance sheet data are adjusted to give effect to the
transactions described above as if they had occurred as of June 30, 1999 unless
the transaction had actually occurred prior to that date.

These transactions are described in the accompanying notes to the Pro Forma
Consolidated Financial Statements. The pro forma data are based upon available
information and certain assumptions that management believes are reasonable.
The Pro Forma Consolidated Financial Statements do not purport to represent
what Radio One's results of operations or financial condition would actually
have been had these transactions occurred on the dates indicated or to project
Radio One's results of operations or financial condition for any future period
or date. The Pro Forma Consolidated Financial Statements should be read in
conjunction with the Consolidated Financial Statements of Radio One and the
historical consolidated financial statements of ROA, Bell Broadcasting, Allur-
Detroit, Richmond II and Richmond III included elsewhere in this prospectus,
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

The pending acquisition of the operations of the four stations in Richmond
will be accounted for using the purchase method of accounting. After an
acquisition, the total consideration of such acquisition will be allocated to
the tangible and intangible assets acquired and liabilities assumed, if any,
based upon their respective estimated fair values. The allocation of the
aggregate total consideration included in the Pro Forma Consolidated Financial
Statements is preliminary as we believe further refinement is impractical at
this time. However, we do not expect that the final allocation of the total
consideration will materially differ from the preliminary allocations.

17
<PAGE>

Unaudited Pro Forma Consolidated Statement of Operations and Other Data

<TABLE>
<CAPTION>
Year Ended December 31, 1998
-----------------------------------------------------------------------------------------------
(in thousands)
Pro Forma
Completed Pro Forma Pending for Completed Pro Forma
Transactions for Completed Transaction and Pending Offering as
Historical(a) Adjustments(b) Transactions Adjustments(c) Transactions Adjustments Adjusted
------------- -------------- ------------- -------------- ------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations:
Net broadcast revenue... $46,109 $19,476 $65,585 $7,458 $73,043 $ -- $73,043
Station operating
expenses............... 24,501 12,966 37,467 4,668 42,135 -- 42,135
Corporate expenses...... 2,800 -- 2,800 -- 2,800 -- 2,800
Depreciation and
amortization........... 8,445 9,753 18,198 2,712 20,910 -- 20,910
------- ------- ------- ------ ------- ------ -------
Operating income....... 10,363 (3,243) 7,120 78 7,198 7,198
Interest expense........ 11,455 -- 11,455 -- 11,455 (1,827)(d) 9,628
Other income (expense),
net.................... 358 93 451 -- 451 451
Income tax benefit
(expense).............. 1,575 (370) 1,205 (31) 1,174 (674)(e) 500
------- ------- ------- ------ ------- ------ -------
Net income (loss)...... $ 841 $(3,520) $(2,679) $ 47 $(2,632) $1,653 $(1,479)
======= ======= ======= ====== ======= ====== =======
Net loss applicable to
common stockholders.... $(2,875) $(2,679) $(2,632) $(1,479)
======= ======= ======= =======
Earnings per common
share:
Basic and diluted...... $ (.31) $ (.07)
Weighted average common
shares outstanding:
Basic and diluted...... 9,392 22,102
Other Data:
Broadcast cash flow(f).. $21,608 $30,908
Broadcast cash flow
margin(g).............. 46.9% 42.3%
EBITDA (before non-cash
compensation
expense)(f)............ $18,808 $28,402
After-tax cash flow(f).. 7,248 18,262
Cash interest
expense(h)............. 7,192 5,986
Capital expenditures.... 2,236 4,534
Ratio of total debt to EBITDA (before non-cash compensation expense)......................................... 2.8x
Ratio of EBITDA (before non-cash compensation expense) to interest expense................................... 2.9x
Ratio of EBITDA (before non-cash compensation expense) to cash interest expense.............................. 4.7x
</TABLE>

18
<PAGE>

Footnotes for the Unaudited Pro Forma Consolidated Statement of Operations and
Other Data for the Year Ended December 31, 1998

(a) See the consolidated financial statements included elsewhere in this
prospectus.

(b) The table below gives effect to the acquisitions completed during the
period from January 1, 1998 through October 25, 1999 as if they had
occurred on January 1, 1998:

<TABLE>
<CAPTION>
Bell
Broadcasting Allur-Detroit ROA Cleveland Richmond I Richmond II
Historical(/1/) Historical(/2/) Historical(/3/) Historical(/4/) Historical(/4/) Historical(/5/)
--------------- --------------- --------------- --------------- --------------- ----------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Statement of
Operations:
Net broadcast
revenue.......... $2,025 $ 2,854 $10,140 $3,295 $400 $1,062
Station operating
expenses......... 1,423 3,239 5,529 1,979 368 1,002
Corporate
expenses......... 663 336 667 -- 14 15
Depreciation and
amortization..... 63 194 896 811 4 416
------ ------- ------- ------ ---- ------
Operating income
(loss)......... (124) (915) 3,048 505 14 (371)
Interest expense.. 52 383 2,007 600 -- 500
Other income
(expense), net... (28) (50) 7 101 -- 21
Income tax benefit
(expense)........ (14) -- (499) (2) (6) --
------ ------- ------- ------ ---- ------
Net income
(loss)......... $ (218) $(1,348) $ 549 $ 4 $ 8 $(850)
====== ======= ======= ====== ==== ======
<CAPTION>
Pro Forma
Adjustments(/6/) Total
------------------- --------
<S> <C> <C>
Statement of
Operations:
Net broadcast
revenue.......... $ (300)(/7/) $19,476
Station operating
expenses......... (574)(/8/) 12,966
Corporate
expenses......... (1,695)(/9/) --
Depreciation and
amortization..... 7,369 (/10/) 9,753
------------------- --------
Operating income
(loss)......... (5,400) (3,243)
Interest expense.. (3,542)(/11/) --
Other income
(expense), net... 42 (/12/) 93
Income tax benefit
(expense)........ 151 (/13/) (370)
------------------- --------
Net income
(loss)......... $(1,665) $(3,520)
=================== ========
</TABLE>
- --------
(/1/) See the unaudited financial statements of Bell Broadcasting for the six
months ended June 30, 1998, included elsewhere in this prospectus, which
is the period during 1998 that Bell Broadcasting was not owned by Radio
One.
(/2/) Derived from the unaudited financial statements of Allur-Detroit for the
period from January 1, 1998 to December 28, 1998, which is the period
during 1998 that the entity was not owned by Radio One.
(/3/) See the consolidated financial statements of ROA included elsewhere in
the prospectus.
(/4/) The column represents the historical results of operations of the
stations to be acquired for the year ended December 31, 1998. As these
stations to be acquired did not prepare stand-alone financial
statements, these financial statements were carved out from a larger
entity and include the direct revenue and expenses charged to the
stations and an allocation of those expenses which benefited the
stations but were not directly charged to the stations. As these results
of operations include allocated expenses, these financial statements do
not represent what the results from operations would have been if the
stations operated on a stand-alone basis or what they would have been if
they were owned by Radio One.
(/5/) The column represents the historical results of operations for the year
ended December 31, 1998 that were obtained from carveout audited
financial statements. See the financial statements included elsewhere in
this prospectus.
(/6/) Historical financial statements and pro forma adjustments related to the
St. Louis and Boston acquisitions have not been included in this pro
forma income statement, because Radio One has determined that these
acquisitions are a purchase of assets. Income statement activity would
not be relevant, because Radio One has taken the current stations off
the air and will reformat them.
(/7/) To reflect the elimination of the management fee paid by ROA to Radio
One for administrative services provided by Radio One.
(/8/) To record compensation expense of $105 for a manager and a general
manager Radio One will need to hire to manage the Detroit market,
eliminate bonuses of $115 paid by Allur-Detroit to employees because of
the sale, and eliminate the salary, bonus and benefits of $564 paid to
the previous Allur-Detroit general manager who was not retained by Radio
One.
(/9/) To eliminate corporate expenses which Radio One does not expect to incur
going forward which consist primarily of compensation of $617 to
officers and former owners of Bell Broadcasting who were not retained by
Radio One, the management fee of $300 paid by ROA to Radio One,
charitable contributions and management fees of $336 paid by the former
owners of Allur-Detroit that would not have been distributed if the
station had been owned by Radio One and other corporate management fees.
(/10/) To record the additional depreciation and amortization expense that
would have been recognized if the Bell Broadcasting, Allur-Detroit, 20%
of Dogwood, ROA Cleveland, Richmond I and Richmond II acquisitions had
occurred as of January 1, 1998.
(/11/) To eliminate interest expense of the acquisitions assuming Radio One
would use proceeds from this offering and the May 5, 1999 offering to
fund the acquisitions and retire certain outstanding debt.
(/12/) To eliminate tax penalties incurred by Bell Broadcasting that are not
expected to be incurred by Radio One on a going-forward basis.
(/13/) To record additional tax benefit related to additional loss as a result
of the acquisitions.

19
<PAGE>

<TABLE>
<CAPTION>
Richmond III Pro Forma
Historical(/1/) Adjustments Total
--------------- ----------- ------
(in thousands)
<S> <C> <C> <C>
Statement of Operations:
Net broadcast revenue................ $7,458 $ -- $7,458
Station operating expenses........... 4,668 -- 4,668
Corporate expenses................... 413 (413)(/2/) --
Depreciation and amortization........ 648 2,064 (/3/) 2,712
------ ------- ------
Operating income .................. 1,729 (1,651) 78
Income tax expense................... -- 31 (/4/) 31
------ ------- ------
Net income ........................ $1,729 $(1,682) $ 47
====== ======= ======
</TABLE>
- --------
(/1/) The column represents the historical results of operations for the year
ended December 31, 1998, that were carved out audited financial
statements. See the financial statements included elsewhere in this
prospectus.
(/2/) To eliminate corporate management fees which would not be incurred by
Radio One.
(/3/) To record additional amortization of $2,064 for intangibles related to
the excess purchase price of $32,767 over 15 years, less the amortization
previously recorded by the acquired company.
(/4/) To record additional tax provision related to additional income as a
result of the acquisition.

(d) To record the decrease in interest expense assuming Radio One uses the
proceeds of this offering and the May 5, 1999 offering to retire certain
outstanding debt.

(e) To reflect the tax effect for pro forma income.

(f) Broadcast cash flow consists of operating income before depreciation,
amortization, local marketing agreement fees and corporate expenses.
EBITDA (before non-cash compensation expense) consists of operating
income before depreciation, amortization, non-cash compensation expense
and local marketing agreement fees. After-tax cash flow consists of
income before income tax benefit (expense) and extraordinary items, minus
net gain on sale of assets (net of tax) and the current income tax
provision, plus depreciation and amortization expense and non-cash
compensation expense. Although broadcast cash flow, EBITDA (before non-
cash compensation expense), and after-tax cash flow are not measures of
performance or liquidity calculated in accordance with GAAP, we believe
that these measures are useful to an investor in evaluating Radio One
because these measures are widely used in the broadcast industry as a
measure of a radio broadcasting company's performance. Nevertheless,
broadcast cash flow, EBITDA (before non-cash compensation expense) and
after-tax cash flow should not be considered in isolation from or as a
substitute for net income, cash flows from operating activities and other
income or cash flow statement data prepared in accordance with GAAP, or
as a measure of profitability or liquidity. Moreover, because broadcast
cash flow, EBITDA (before non-cash compensation expense) and after-tax
cash flow are not measures calculated in accordance with GAAP, these
performance measures are not necessarily comparable to similarly titled
measures employed by other companies.

(g) Broadcast cash flow margin is defined as broadcast cash flow divided by
net broadcast revenue.

(h) Cash interest expense is calculated as interest expense less non-cash
interest, including the accretion of principal, the amortization of
discounts on debt and the amortization of deferred financing costs, for
the indicated period.

20
<PAGE>

Unaudited Pro Forma Consolidated Statement of Operations and Other Data

<TABLE>
<CAPTION>
Six Months Ended June 30, 1999
--------------------------------------------------------------------------------------------
Pro Forma
Pro Forma for
Completed for Pending Completed Pro
Transactions Completed Transaction and Pending Offerings Forma as
Historical(a) Adjustments(b) Transactions Adjustments(c) Transactions Adjustments Adjusted
------------- -------------- ------------ -------------- ------------ ----------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations:
Net broadcast revenue... $32,854 $4,967 $37,821 $2,564 $40,385 -- $40,385
Station operating
expenses............... 19,083 2,742 21,825 595 22,420 -- 22,420
Corporate expenses...... 2,153 21 2,174 -- 2,174 -- 2,174
Depreciation and
amortization........... 7,475 1,561 9,036 1,173 10,209 -- 10,209
------- ------ ------- ------ ------- ------ -------
Operating income....... 4,143 643 4,786 796 5,582 5,582
Interest expense........ 7,489 -- 7,489 (233) 7,256 (2,285)(d) 4,971
Other income, net....... 141 8 149 -- 149 149
Income tax expense...... 476 500 976 224 1,200 -- 1,200
------- ------ ------- ------ ------- ------ -------
Net income (loss)...... $(3,681) $ 151 $(3,530) $ 805 $(2,725) $2,285 $ (440)
======= ====== ======= ====== ======= ====== =======
Net loss applicable to
common stockholders.... $(5,157) $(5,006) $(2,725) $ (440)
======= ======= ======= =======
Earnings per common
share:
Basic and diluted...... $ (0.40) $ (0.02)
Weighted average common
shares outstanding:
Basic and diluted...... 12,739 22,102
Other Data:
Broadcast cash
flow(e)............... $13,771 $17,965
Broadcast cash flow
margin(f)............. 41.9% 44.5%
EBITDA (before non-cash
compensation
expense)(e)........... $11,843 $16,016
After-tax cash
flow(e)............... 3,794 9,994
Cash interest
expense(g)............ 5,207 2,993
Capital expenditures... 2,119 3,414
Ratio of EBITDA (before non-cash compensation expense) to interest expense................................ 3.2x
Ratio of EBITDA (before non-cash compensation expense) to cash interest expense........................... 5.4x
</TABLE>

21
<PAGE>

Footnotes for the Unaudited Pro Forma Consolidated Statement of Operations and
Other Data for the Six Months Ended June 30, 1999

(a) See the consolidated financial statements included elsewhere in this
prospectus.

(b) The table below gives effect to the acquisitions completed during the
period from January 1, 1999 through October 25, 1999 as if they had
occurred on January 1, 1998:

<TABLE>
<CAPTION>
ROA Cleveland Richmond I Richmond II Pro Forma
Historical(/1/) Historical(/2/) Historical(/2/) Historical(/3/) Adjustments(/4/) Total
--------------- --------------- --------------- --------------- ---------------- ------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations:
Net broadcast revenue... $2,447 $977 $198 $1,420 $ (75)(/5/) $4,967
Station operating
expenses............... 1,388 513 182 659 -- 2,742
Corporate expenses...... 96 -- 6 8 (89)(/6/) 21
Depreciation and
amortization........... 202 137 8 182 1,032 (/7/) 1,561
------ ---- ---- ------ ------ ------
Operating income
(loss)............... 761 327 2 571 (1,018) 643
Interest expense,
including extraordinary
item................... 491 -- -- 231 (722)(/8/) --
Other income, net....... -- -- -- 8 -- 8
Income tax expense...... 100 -- 6 -- 394 (/9/) 500
------ ---- ---- ------ ------ ------
Net income (loss)..... $ 170 $327 $ (4) $ 348 $ (690) $ 151
====== ==== ==== ====== ====== ======
</TABLE>
- --------
(/1/) See the consolidated financial statements of ROA included elsewhere in
the prospectus.
(/2/) The column represents the historical results of operations of the
stations to be acquired for the six months ended June 30, 1999. As these
stations to be acquired did not prepare stand-alone financial statements,
these financial statements were carved out from a larger entity and
include the direct revenue and expenses charged to the stations and an
allocation of those expenses which benefited the stations but were not
directly charged to the stations. As these results of operations include
allocated expenses, these financial statements do not represent what the
results from operations would have been if the stations operated on a
stand-alone basis or what they would have been if they were owned by
Radio One.
(/3/) The column represents the historical results of operations for the six
months ended June 30, 1999 that were obtained from carveout unaudited
financial statements. See the financial statements included elsewhere in
this prospectus.
(/4/) Historical financial statements and pro forma adjustments related to the
St. Louis and Boston acquisitions have not been included in this pro
forma income statement, because Radio One has determined that these
acquisitions are purchases of assets. Income statement activity would not
be relevant, because Radio One has taken the current stations off the
air, and will reformat the stations.
(/5/) To reflect the elimination of the management fee paid by ROA to Radio One
for administrative services provided by Radio One.
(/6/) To eliminate corporate expenses which Radio One does not expect to incur
going forward which consist primarily of corporate management fees.
(/7/) To record the additional depreciation and amortization expense that would
have been recognized if the ROA, Cleveland and Richmond I and II
acquisitions had occurred.
(/8/) To eliminate interest expense of the acquisitions assuming Radio One uses
the proceeds from this offering and the May 5, 1999 offering to fund the
acquisitions and retire certain outstanding debt.
(/9/) To record additional tax expense related to additional income as a result
of the acquisitions.

22
<PAGE>

<TABLE>
<CAPTION>
Richmond III Pro Forma
Historical(/1/) Adjustments Total
--------------- ----------- ------
(in thousands)
<S> <C> <C> <C>
Statement of Operations:
Net broadcast revenue................. $2,564 $ -- $2,564
Station operating expenses............ 595 -- 595
Corporate expenses.................... 206 (206)(/2/) --
Depreciation and amortization......... 161 1,012 (/3/) 1,173
------ ----- ------
Operating income ................... 1,602 (806) 796
Interest expense...................... 82 (315)(/4/) (233)
Income tax expense.................... -- 224 (/5/) 224
------ ----- ------
Net income.......................... $1,520 $(715) $ 805
====== ===== ======
</TABLE>
- --------
(/1/) The column represents the historical results of operations for the period
ended May 31, 1999 that were obtained from carveout unaudited financial
statements, as Radio entered into an LMA with Richmond III on June 1,
1999.
(/2/) To eliminate corporate management fees which would not be incurred by
Radio One.
(/3/) To record additional amortization of $1,012 for intangibles related to
the excess purchase price of $32,790 over 15 years, less the amortization
previously recorded by the acquired company.
(/4/) To eliminate the LMA fee paid by Radio One to Richmond III and to
eliminate interest expense of the Richmond III acquisition assuming Radio
One uses the proceeds from this offering and the May 5, 1999 offering to
fund the acquisition and retire the outstanding debt.
(/5/) To record additional tax expense related to additional income as a result
of the acquisition.

(d) To record the decrease in interest expense assuming Radio One uses the
proceeds of this offering and the May 5, 1999 offering to retire
outstanding debt.

(e) Broadcast cash flow consists of operating income before depreciation,
amortization, local marketing agreement fees and corporate expenses.
EBITDA (before non-cash compensation expense) consists of operating
income before depreciation, amortization, non-cash compensation expense
and local marketing agreement fees. After-tax cash flow consists of
income before income tax benefit (expense) and extraordinary items, minus
net gain on sale of assets (net of tax) and the current income tax
provision, plus depreciation and amortization expense and non-cash
compensation expense. Although broadcast cash flow, EBITDA (before non-
cash compensation expense), and after-tax cash flow are not measures of
performance or liquidity calculated in accordance with GAAP, we believe
that these measures are useful to an investor in evaluating Radio One
because these measures are widely used in the broadcast industry as a
measure of a radio broadcasting company's performance. Nevertheless,
broadcast cash flow, EBITDA(before non-cash compensation expense) and
after-tax cash flow should not be considered in isolation from or as a
substitute for net income, cash flows from operating activities and other
income or cash flow statement data prepared in accordance with GAAP, or
as a measure of profitability or liquidity. Moreover, because broadcast
cash flow, EBITDA (before non-cash compensation expense) and after-tax

23
<PAGE>

cash flow are not measures calculated in accordance with GAAP, these
performance measures are not necessarily comparable to similarly titled
measures employed by other companies.

(f) Broadcast cash flow margin is defined as broadcast cash flow divided by
net broadcast revenue.

(g) Cash interest expense is calculated as interest expense less non-cash
interest, including the accretion of principal, the amortization of
discounts on debt and the amortization of deferred financing costs, for the
indicated period.

24
<PAGE>

Unaudited Pro Forma Consolidated Balance Sheet

<TABLE>
<CAPTION>
As of June 30, 1999
-----------------------------------------------------------------------------------------------------
Pro Forma for
Completed Pro Forma for Pending Completed
Transactions Completed Transaction and Pending Offering Pro Forma
Historical (a) Adjustments (b) Transactions Adjustments (c) Transactions Adjustments as Adjusted
-------------- --------------- ------------- --------------- ------------- ----------- -----------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents........ $ 5,018 $(40,200) $(35,182) $(34,000) $(69,182) $155,150(d) $ 85,968
Trade accounts
receivable, net.... 16,879 835 17,714 -- 17,714 -- 17,714
Prepaid expenses
and other.......... 766 10 776 18 794 -- 794
Deferred taxes...... 826 -- 826 -- 826 -- 826
-------- -------- -------- -------- -------- -------- --------
Total current
assets........... 23,489 (39,355) (15,866) (33,982) (49,848) 155,150 105,302
Property and
equipment, net...... 15,349 1,065 16,414 1,192 17,606 -- 17,606
Intangible assets,
net................. 200,181 38,290 238,471 32,790 271,261 -- 271,261
Other assets......... 4,757 -- 4,757 -- 4,757 -- 4,757
-------- -------- -------- -------- -------- -------- --------
Total assets...... $243,776 $ -- $243,776 $ -- $243,776 $155,150 $398,926
======== ======== ======== ======== ======== ======== ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
and accrued
expenses........... $ 9,405 $ -- $ 9,405 $ -- $ 9,405 $ -- $ 9,405
-------- -------- -------- -------- -------- -------- --------
Total current
liabilities...... 9,405 -- 9,405 -- 9,405 -- 9,405
Bank credit
facility............ 16,000 -- 16,000 -- 16,000 (16,000)(e) --
12% notes due 2004... 80,436 -- 80,436 -- 80,436 -- 80,436
Other long-term
debt................ 62 -- 62 -- 62 -- 62
Deferred tax
liability........... 14,943 -- 14,943 -- 14,943 -- 14,943
-------- -------- -------- -------- -------- -------- --------
Total
liabilities...... 120,846 -- 120,846 -- 120,846 (16,000) 104,846
-------- -------- -------- -------- -------- -------- --------
Stockholders' equity
(deficit):
Class A common
stock.............. 12 -- 12 -- 12 4 (f) 16
Class B common
stock.............. 3 -- 3 -- 3 -- 3
Class C common
stock.............. 3 -- 3 -- 3 -- 3
Additional paid in
capital............ 152,933 -- 152,933 -- 152,933 171,146 (f) 324,079
Accumulated
deficit............ (30,021) -- (30,021) -- (30,021) -- (30,021)
-------- -------- -------- -------- -------- -------- --------
Total
stockholders'
equity........... 122,930 -- 122,930 -- 122,930 171,150 294,080
-------- -------- -------- -------- -------- -------- --------
Total liabilities
and stockholders'
equity........... $243,776 $ -- $243,776 $ -- $243,776 $155,150 $398,926
======== ======== ======== ======== ======== ======== ========
</TABLE>

25
<PAGE>

Footnotes for the Unaudited Pro Forma Consolidated Balance Sheet as of June 30,
1999

(a) See the Consolidated Financial Statements included elsewhere in this
prospectus.

(b) The table below gives effect to the acquisitions completed between July 1,
1999 and October 25, 1999 as if they were completed on June 30, 1999.

<TABLE>
<CAPTION>
As of June 30, 1999
------------------------------------------------------------------------------------------
Richmond I Richmond II St. Louis Boston Acquisitional
Historical(/1/) Historical(/2/) Historical(/3/) Historical(/3/) Adjustments Total
--------------- --------------- --------------- --------------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash
equivalents.......... $-- $ 87 $-- $-- $(40,287)(/4/) $(40,200)
Trade accounts
receivable, net...... 62 773 -- -- -- 835
Prepaid expenses and
other................ -- 10 -- -- -- 10
---- ------ ---- ---- -------- --------
Total current
assets............. 62 870 -- -- (40,287) (39,355)
Property and equipment,
net.................... 24 1,041 -- -- -- 1,065
Intangible assets, net.. -- 3,282 -- -- 35,008 (/5/) 38,290
---- ------ ---- ---- -------- --------
Total assets........ $ 86 $5,193 $-- $-- $ (5,279) $ --
==== ====== ==== ==== ======== ========
LIABILITIES AND STATION
EQUITY
Current Liabilities:
Accounts payable and
accrued expenses..... $-- $ 102 $-- $-- $ (102)(/6/) $ --
Current portion of
long-term debt....... -- 16 -- -- (16)(/6/) --
---- ------ ---- ---- -------- --------
Total current
liabilities........ -- 118 -- -- (118)(/6/) --
Long-term debt and
deferred interest...... -- 5,054 -- -- (5,054)(/6/) --
---- ------ ---- ---- -------- --------
Total liabilities... -- 5,172 -- -- (5,172) --
Station equity ......... 86 21 -- -- (107)(/7/) --
---- ------ ---- ---- -------- --------
Total liabilities
and station
equity............. $ 86 $5,193 $-- $-- $ (5,279) $ --
==== ====== ==== ==== ======== ========
</TABLE>
- --------
(/1/) The column represents the historical balance sheet of the stations
acquired. As the stations acquired did not prepare stand-alone financial
statements, these financial statements were carved out from a larger
entity and include the assets and liabilities of the stations to be
acquired.
(/2/) See Financial Statements included elsewhere in this prospectus.
(/3/) Historical financial statements related to the St. Louis and Boston
acquisitions have not been included in this pro forma balance sheet
because Radio One has determined that these acquisitions are a purchase
of the license only.
(/4/) To reflect the cash paid by Radio One of $40,200 for the Richmond I and
II, St. Louis and Boston acquisitions and to reflect cash not assumed
from the acquired companies.
(/5/) To record intangible assets booked as a result of the acquisitions,
calculated as follows:

<TABLE>
<CAPTION>
Net Tangible
Purchase Assets Intangibles
Price Acquired Acquired
-------- -------- -----------
<S> <C> <C> <C>
Total............................................ $40,200 $1,910 $38,290
Less: Intangibles recorded on historical books... 3,282
-------
Pro forma adjustment............................. $35,008
=======
</TABLE>
(/6/) To eliminate accounts payable, accrued expenses and debt that will not be
assumed by Radio One.
(/7/) To eliminate the station equity from the entities acquired.

26
<PAGE>

(c) The table below gives effect to the pending acquisition as of October 25,
1999 as if it had occurred on June 30, 1999.

<TABLE>
<CAPTION>
Richmond III Acquisition
Historical(/1/) Adjustments Total
--------------- ----------- --------
(in thousands)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents........... $ 36 $(34,036)(/2/) $(34,000)
Trade accounts receivable, net...... 1,247 (1,247)(/3/) --
Prepaid expenses and other.......... 18 -- 18
------ -------- --------
Total current assets.............. 1,301 (35,283) (33,982)
Property and equipment, net.......... 1,192 -- 1,192
Intangible assets, net............... 4,257 28,533 (/4/) 32,790
------ -------- --------
Total assets...................... $6,750 $ (6,750) $ --
====== ======== ========
LIABILITIES AND STATION EQUITY
Current Liabilities:
Accounts payable and accrued
expenses........................... $ 300 $ (300)(/5/) $ --
Current portion of long-term debt... -- -- --
------ -------- --------
Total current liabilities......... 300 (300) --
Station equity ...................... 6,450 (6,450)(/6/) --
------ -------- --------
Total liabilities and station
equity (deficit)................. $6,750 $ (6,750) $ --
====== ======== ========
</TABLE>
- --------
(/1/) This column represents the historical balance sheet of Richmond III as of
June 1, 1999, the date Radio One entered into an LMA with Richmond III.
Richmond III had no broadcast operations during the month of June 1999.
All broadcast revenues, expenses, and assets, except for the station's
FCC licenses, are recorded in the financial statements of Radio One
subsequent to June 1, 1999.
(/2/) To reflect the cash paid by Radio One of $34,000 for the Richmond III
acquisition and to reflect cash not assumed from the acquired company.
(/3/) To eliminate the trade accounts receivable not purchased in the Richmond
III acquisition.
(/4/) To record intangible assets booked as a result of the acquisition,
calculated as follows:

<TABLE>
<CAPTION>
Net Tangible
Purchase Assets Intangibles
Price Acquired Acquired
-------- ------------ -----------
<S> <C> <C> <C>
Total....................................... $34,000 $1,210 $32,790
Less: Intangibles recorded on historical
books...................................... 4,257
-------
Pro forma adjustment........................ $28,533
=======
</TABLE>
(/5/) To eliminate accounts payable and accrued expenses that will not be
assumed by Radio One.
(/6/) To eliminate the station equity from the entity acquired.

(d) To reflect the net proceeds of this offering assuming the sale of
4,000,000 shares of class A common stock at a public offering price of
$45.00 per share less underwriting discounts, commissions and offering
expenses of $8,850, and retirement of borrowings under the bank credit
facility.

(e) To reflect the retirement of debt with the proceeds from this offering.

(f) To reflect the net proceeds of this offering assuming the sale of
4,000,000 shares of class A common stock at a public offering price of
$45.00 per share, less underwriting discounts, commissions and offering
costs of $8,850 for this offering.

27
<PAGE>

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table contains selected historical consolidated financial data
with respect to Radio One. The selected historical consolidated financial data
have been derived from the Consolidated Financial Statements of Radio One for
each of the fiscal years for the five year period ended December 31, 1998,
which have been audited by Arthur Andersen LLP, independent public accountants.
The selected historical consolidated financial data for the six months ended
June 30, 1998, and 1999 have been derived from the unaudited consolidated
financial statements included elsewhere in this prospectus. The selected
historical consolidated financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements of Radio One included
elsewhere in this prospectus.

The following table includes information regarding broadcast cash flow,
EBITDA, and after-tax cash flow. Broadcast cash flow consists of operating
income before depreciation, amortization, local marketing agreement fees and
corporate expenses. EBITDA consists of operating income before depreciation,
amortization, and local marketing agreement fees. After-tax cash flow consists
of income before income tax benefit (expense) and extraordinary items, minus
net gain on sale of assets (net of tax) and the current income tax provision,
plus depreciation and amortization expense. Although broadcast cash flow,
EBITDA, and after-tax cash flow are not measures of performance or liquidity
calculated in accordance with GAAP, we believe that these measures are useful
to an investor in evaluating Radio One because these measures are widely used
in the broadcast industry as a measure of a radio broadcasting company's
performance. Nevertheless, broadcast cash flow, EBITDA and after-tax cash flow
should not be considered in isolation from or as a substitute for net income,
cash flows from operating activities and other income or cash flow statement
data prepared in accordance with GAAP, or as a measure of profitability or
liquidity. Moreover, because broadcast cash flow, EBITDA and after-tax cash
flow are not measures calculated in accordance with GAAP, these performance
measures are not necessarily comparable to similarly titled measures employed
by other companies.

28
<PAGE>

<TABLE>
<CAPTION>
Six Months Ended
Fiscal Year Ended December 31,(/1/) June 30,(/1/)
-------------------------------------- ------------------
Dec. 25,
1994 1995 1996 1997 1998 1998 1999
-------- -------- -------- -------- -------- -------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations:
Net broadcast revenue....... $15,541 $ 21,455 $ 23,702 $ 32,367 $ 46,109 $ 19,528 $ 32,854
Station operating expenses.. 8,506 11,736 13,927 18,848 24,501 10,510 19,083
Corporate expenses.......... 1,128 1,995 1,793 2,155 2,800 1,319 2,153
Depreciation and
amortization............... 2,027 3,912 4,262 5,828 8,445 3,632 7,475
------- -------- -------- -------- -------- -------- --------
Operating income........... 3,880 3,812 3,720 5,536 10,363 4,067 4,143
Interest expense(/2/)....... 2,665 5,289 7,252 8,910 11,455 4,925 7,489
Other income (expense),
net........................ 38 89 (77) 415 358 286 141
Income tax benefit
(expense)(/3/)............. (30) -- -- -- 1,575 -- (476)
------- -------- -------- -------- -------- -------- --------
Income (loss) before
extraordinary item........ 1,223 (1,388) (3,609) (2,959) 841 (572) (3,681)
Extraordinary loss.......... -- 468 -- 1,985 -- -- --
------- -------- -------- -------- -------- -------- --------
Net income (loss).......... $ 1,223 $ (1,856) $ (3,609) $ (4,944) $ 841 $ (572) $ (3,681)
======= ======== ======== ======== ======== ======== ========
Net income (loss) applicable
to common stockholders..... $ 1,223 $ (1,856) $ (3,609) $ (6,981) $ (2,875) $ (2,344) $ (5,157)
======= ======== ======== ======== ======== ======== ========
Earnings per common share:
Basic and diluted......... $ 0.16 $ (0.22) $ (0.38) $ (0.74) $ (0.31) $ (0.25) $ (0.40)
Weighted average common
shares
outstanding:
Basic and diluted......... $ 7,435 $ 8,413 $ 9,392 $ 9,392 $ 9,392 $ 9,392 $ 12,739
Other Data:
Broadcast cash flow......... $ 7,035 $ 9,719 $ 9,775 $ 13,519 $ 21,608 $ 9,018 $ 13,771
Broadcast cash flow
margin(/4/)................ 45.3% 45.3% 41.2% 41.8% 46.9% 46.2% 41.9%
EBITDA (before non-cash
compensation).............. 5,907 7,724 7,982 11,364 18,808 7,699 11,843
After-tax cash flow......... 2,763 2,524 806 2,869 7,248 3,060 3,794
Cash interest expense(/5/).. 2,356 5,103 4,815 4,413 7,192 3,104 5,207
Accreted preferred stock
dividends.................. -- -- -- 2,037 3,716 1,772 1,476
Capital expenditures........ 639 224 252 2,035 2,236 1,103 2,119
Balance Sheet Data (at
period end):
Cash and cash equivalents... $ 1,417 $ 2,703 $ 1,708 $ 8,500 $ 4,455 $ 3,431 $ 5,018
Intangible assets, net...... 11,705 43,455 39,358 54,942 127,639 89,236 200,181
Total assets................ 20,566 55,894 51,777 79,225 153,856 110,876 243,776
Total debt (including
current portion
and deferred interest)..... 23,049 64,585 64,939 74,954 131,739 105,821 96,498
Preferred stock............. -- -- -- 22,968 26,684 24,741 --
Total stockholders'
(deficit) equity........... (4,367) (11,394) (15,003) (21,984) (24,859) (24,328) $122,930
</TABLE>
- --------
(/1/) Year-to-year comparisons are significantly affected by Radio One's
acquisition of various radio stations during the periods covered. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations." Prior to the fiscal year ended December 31, 1996, Radio
One's accounting reporting period was based on a fifty-two/fifty-three
week period ending on the last Sunday of the calendar year. During 1996,
we changed our fiscal year end to December 31.
(/2/) Interest expense includes non-cash interest, such as the accretion of
principal, the amortization of discounts on debt and the amortization of
deferred financing costs.
(/3/) From January 1, 1996 to May 19, 1997, Radio One elected to be treated as
an S corporation for U.S. federal and state income tax purposes and,
therefore, generally was not subject to income tax at the corporate level
during that period.
(/4/) Broadcast cash flow margin is defined as broadcast cash flow divided by
net broadcast revenue.
(/5/) Cash interest expense is calculated as interest expense less non-cash
interest, including the accretion of principal, the amortization of
discounts on debt and the amortization of deferred financing costs, for
the indicated period.

29
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with "Selected
Historical Consolidated Financial Data" and the Financial Statements and the
notes thereto included elsewhere in this prospectus.

Introduction

The net broadcast revenue of Radio One is derived from local and national
advertisers and, to a much lesser extent, ticket and other revenue related to
special events sponsored by Radio One throughout the year. Our significant
broadcast expenses are employee salaries and commissions, programming expenses,
advertising and promotion expenses, rental of premises for studios and rental
of transmission tower space and music license royalty fees. We strive to
control these expenses by centralizing certain functions such as finance,
accounting, legal, human resources and management information systems and the
overall programming management function, as well as using our multiple
stations, market presence and purchasing power to negotiate favorable rates
with certain vendors and national representative selling agencies. Depreciation
and amortization of costs associated with the acquisition of the stations and
interest carrying charges are significant factors in determining Radio One's
overall profitability.

Radio One's net broadcast revenue is affected primarily by the advertising
rates our radio stations are able to charge as well as the overall demand for
radio advertising time in a market. Advertising rates are based primarily on
(1) a radio station's audience share in the demographic groups targeted by
advertisers, as measured principally by quarterly reports developed by
Arbitron, (2) the number of radio stations in the market competing for the same
demographic groups, and (3) the supply of and demand for radio advertising
time. Advertising rates are generally highest during morning and afternoon
commuting hours. In 1998, approximately 67.4% of Radio One's revenue was
generated from local advertising and 30.3% was generated from national spot
advertising. The balance of 1998 revenue was generated primarily from network
advertising, tower rental income and ticket and other revenue related to Radio
One sponsored events.

The performance of an individual radio station or group of radio stations in
a particular market is customarily measured by its ability to generate net
broadcast revenue and broadcast cash flow, although broadcast cash flow is not
a measure utilized under GAAP. Broadcast cash flow should not be considered in
isolation from, nor as a substitute for, operating income, net income, cash
flow, or other consolidated income or cash flow statement data computed in
accordance with GAAP, nor as a measure of Radio One's profitability or
liquidity. Despite its limitations, broadcast cash flow is widely used in the
broadcasting industry as a measure of a company's operating performance because
it provides a meaningful measure of comparative radio station performance,
without regard to items such as depreciation and amortization, which can vary
depending upon accounting methods and the book value of assets, particularly in
the case of acquisitions, and corporate expenses.

Radio One's operating results in any period may be affected by advertising
and promotion expenses that do not produce commensurate net broadcast revenue
in the period in which such expenses are incurred. We generally incur
advertising and promotion expenses in order to increase listenership and
Arbitron ratings. Increased advertising revenue may wholly or partially lag
behind the incurrence of such advertising and promotion expenses because
Arbitron only reports complete ratings information on a quarterly basis.

In the broadcasting industry, radio stations often utilize trade or barter
agreements to reduce expenses by exchanging advertising time for goods or
services. In order to maximize cash revenue from our spot inventory, we
minimize the use of trade agreements and have reduced trade revenue to
approximately 1.2% of our gross revenue in 1998, down from approximately 4.2%
in 1996.

Radio One calculates same station growth over a particular period by
comparing performance of stations owned or operated under an LMA during the
current period with the performance of the same stations for the

30
<PAGE>

corresponding period in the prior year. However, no station will be included in
such a comparison unless it has been owned or operated under an LMA for at
least one month of every quarter included in each of the current and
corresponding prior-year periods.

From January 1, 1996, through June 30, 1999, Radio One acquired 11 radio
stations. On May 19, 1997, Radio One acquired WPHI-FM, in Philadelphia, for
approximately $20.0 million, after having operated the station under an LMA
since February 8, 1997. On March 16, 1998, Radio One, through an Unrestricted
Subsidiary, acquired BHI, owner and operator of WYCB-AM, in Washington, D.C.,
for approximately $3.8 million. On June 30, 1998, Radio One acquired Bell
Broadcasting, owner and operator of WDTJ-FM and WCHB-AM in Detroit, and WJZZ-AM
in Kingsley, Michigan, for approximately $34.2 million. On December 28, 1998,
Radio One acquired Allur-Detroit, owner and operator of WDMK-FM, in Detroit,
for approximately $26.5 million. On March 30, 1999, Radio One acquired its
affiliate, ROA, for approximately 3.3 million shares of Radio One common stock,
and ROA acquired the 67% of Dogwood it did not own for approximately $3.6
million. On April 30, 1999, Radio One acquired WENZ-FM and WERE-AM for
approximately $20.0 million. On June 4, 1999, Radio One acquired the assets of
WFUN-FM for approximately $13.6 million.

The consolidated financial statements of Radio One for fiscal years 1996,
1997 and 1998 included elsewhere in this prospectus set forth the results of
operations of: WPHI-FM for approximately 11 months of fiscal year 1997,
including the LMA period, and for fiscal year 1998; WYCB-AM from March 16,
1998, through the end of fiscal year 1998; Bell Broadcasting from July 1, 1998,
through the end of fiscal year 1998; and Allur-Detroit from December 29, 1998,
through the end of fiscal year 1998. The consolidated financial statements of
Radio One for the six months ended June 30, 1999, included elsewhere in this
prospectus set forth the results of operations of: ROA and Dogwood from March
30, 1999, through June 30, 1999; WENZ-FM and WERE-AM from April 30, 1999
through June 30, 1999; and WFUN-FM from June 4, 1999, through June 30, 1999.
The discussion below concerning results of operations reflects the operations
of radio stations Radio One owned and/or managed during the periods presented.
As a result of the acquisition of WPHI-FM in May 1997, WYCB-AM in March 1998,
Bell Broadcasting in June 1998, Allur-Detroit in December 1998, ROA and Dogwood
in March 1999, WENZ-FM and WERE-AM in April 1999, and WFUN-FM in June 1999,
Radio One's historical financial data prior to such times are not directly
comparable to Radio One's historical financial data for subsequent periods.
Additionally, due to recent acquisition activity, our pro forma results for
fiscal year 1998 and the six months ended June 30, 1999, differ materially from
our actual results for the same periods. For the year ended December 31, 1998,
pro forma for completed transactions, net broadcast revenue and broadcast cash
flow were approximately $65.6 million and $28.1 million, respectively, compared
to actual net broadcast revenue and broadcast cash flow of $46.1 million and
$21.6 million, respectively. For the six months ended June 30, 1999, pro forma
for completed transactions, net broadcast revenue and broadcast cash flow were
approximately $37.8 million and $16.0 million, respectively, compared to actual
net broadcast revenue and broadcast cash flow of $32.8 million and $13.7
million, respectively.

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<PAGE>

Results of Operations

The following table summarizes Radio One's historical consolidated results
of operations.

<TABLE>
<CAPTION>
Three Months Six Months
Year Ended December 31, Ended June 30, Ended June 30,
------------------------- ---------------- ----------------
1996 1997 1998 1998 1999 1998 1999
------- ------- ------- ------- ------- ------- -------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations:
Net broadcast revenue... $23,702 $32,367 $46,109 $11,505 $21,037 $19,528 $32,854
Station operating
expenses............... 13,927 18,848 24,501 5,446 11,467 10,510 19,083
Corporate expenses...... 1,793 2,155 2,800 678 1,070 1,319 1,928
Stock-based
compensation........... -- -- -- -- -- -- 225
Depreciation and
amortization........... 4,262 5,828 8,445 1,859 4,347 3,632 7,475
------- ------- ------- ------- ------- ------- -------
Operating income....... 3,720 5,536 10,363 3,522 4,153 4,067 4,143
Interest expense........ 7,252 8,910 11,455 2,547 3,752 4,925 7,489
Other income (expense),
net.................... (77) 415 358 156 78 286 141
------- ------- ------- ------- ------- ------- -------
Income (loss) before
benefit for income
taxes and extraordinary
item................... (3,609) (2,959) (734) 1,131 479 (572) (3,205)
------- ------- ------- ------- ------- ------- -------
Income tax benefit
(expense).............. -- -- 1,575 -- (225) -- (476)
Income (loss) before
extraordinary item.... (3,609) (2,959) 841 1,131 254 (572) (3,681)
------- ------- ------- ------- ------- ------- -------
Extraordinary loss...... -- 1,985 -- -- -- -- --
------- ------- ------- ------- ------- ------- -------
Net income (loss).... $(3,609) $(4,944) $ 841 $ 1,131 $ 254 $ (572) $(3,681)
======= ======= ======= ======= ======= ======= =======
Broadcast cash flow..... $ 9,775 $13,519 $21,608 $ 6,059 $ 9,570 $ 9,018 $13,771
Broadcast cash flow
margin................. 41.2% 41.8% 46.9% 52.7% 45.5% 46.2% 41.9%
EBITDA.................. $ 7,982 $11,364 $18,808 $ 5,381 $ 8,500 $ 7,699 $11,843
After-tax cash flow..... 806 2,869 7,248 2,990 4,601 3,060 3,794
</TABLE>

Three Months and Six Months Ended June 30, 1999, Compared to Three Months and
Six Months Ended June 30, 1998

Net Broadcast Revenue. Net broadcast revenue increased to approximately
$21.0 million for the quarter ended June 30, 1999 from approximately $11.5
million for the quarter ended June 30, 1998 or 82.6%. Net broadcast revenue
increased to approximately $32.9 million for the six months ended June 30, 1999
from approximately $19.5 million for the six months ended June 30, 1998 or
68.7%. This increase in net broadcast revenue was the result of continuing
broadcast revenue growth in our Washington, Baltimore and Philadelphia markets
as we benefitted from historical ratings increases at certain of our radio
stations, improved power ratios at these stations as well as industry growth in
each of these markets. Additional revenue gains were derived from our recent
acquisitions in Detroit and Cleveland and from the radio stations being
operated under a time brokerage agreement in Richmond, as well as the March,
1999 acquisition of our former affiliate, Radio One of Atlanta, Inc.

Station Operating Expenses. Station operating expenses excluding
depreciation and amortization increased to approximately $11.5 million for the
quarter ended June 30, 1999 from approximately $5.4 million for the quarter
ended June 30, 1998 or 113.0%. Approximately $2.9 million of the increase was
attributable to stations acquired or operated under a time brokerage agreement
since June 30, 1998. Station operating expenses excluding depreciation and
amortization increased to approximately $19.1 million for the six months ended
June 30, 1999 from approximately $10.5 million for the six months ended June
30, 1998 or 81.9%. Approximately $4.3 million of the increase was attributable
to stations acquired or operated under a time brokerage agreement since June
30, 1998. On a same station basis, station operating expenses increased 62.8%
to approximately $8.6 million and 70.9% to approximately $14.8 million for the
quarter and six months ended June 30, 1999, respectively. These increases were
the result of significant increases in revenue, higher spending on marketing
and promotions, additional costs associated with higher ratings and the overall
growth of our business.

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<PAGE>

Corporate Expenses. Corporate expenses excluding stock-based compensation
increased to approximately $1.1 million from approximately $0.7 million for the
quarter ended June 30, 1999 or 57.1%. Corporate expenses excluding stock-based
compensation increased to approximately $1.9 million from approximately $1.3
million for the six months ended June 30, 1999 or 46.2%. These increases were
due primarily to growth in our corporate staff consistent with our overall
expansion as well as increases in the compensation of certain executives and
other costs associated with operating as a public company.

Depreciation and Amortization. Depreciation and amortization increased to
approximately $4.3 million from approximately $1.9 million for the quarter
ended June 30, 1999 or 126.3%. Depreciation and amortization increased to
approximately $7.5 million from approximately $3.6 million for the six months
ended June 30, 1999 or 108.3%. These increases were due to our asset growth as
well as our acquisitions during 1998 and 1999.

Operating Income. Operating income increased to approximately $4.2 million
for the quarter ended June 30, 1999 from approximately $3.5 million for the
quarter ended June 30, 1998. Operating income was flat at approximately $4.1
million for each of the six month periods ended June 30, 1999 and June 30,
1998. This increase for the quarter and flatness for the six month period were
attributable to higher depreciation and amortization expenses associated with
our several acquisitions made within the last year offset by higher revenue as
described above.

Interest Expense. Interest expense increased to approximately $3.8 million
for the quarter ended June 30, 1999 from approximately $2.5 million for the
quarter ended June 30, 1998 or 52.0%. Interest expense increased to
approximately $7.5 million for the six months ended June 30, 1999 from
approximately $4.9 million for the six months ended June 30, 1998 or 53.1%.
These increases relate primarily to interest incurred on borrowings under our
bank credit facility to help fund the several acquisitions made by us within
the past year.

Other Income. Other income decreased to $78,000 for the quarter ended June
30, 1999 from $156,000 for the quarter ended June 30, 1998 or 50.0%. Other
income decreased to $141,000 for the six months ended June 30, 1999 from
$286,000 for the six months ended June 30, 1998 or 50.1%. These decreases were
primarily attributable to lower interest income due to lower average cash
balances as we partially used our free cash balances to help fund acquisitions
made during the quarter as well as to help reduce our outstanding balance on
our senior bank credit facility, which stood at $16.0 million at June 30, 1999
as compared to approximately $49.4 million at June 30, 1998.

Income (loss) before Benefit from Income Taxes. Income before benefit for
income taxes decreased to approximately $0.5 million for the quarter ended June
30, 1999 from approximately $1.1 million for the quarter ended June 30, 1998 or
54.5%. Loss before benefit for income taxes increased to approximately $3.2
million for the six months ended June 30, 1999 from approximately $0.6 million
for the six months ended June 30, 1998 or 433.3%. This decrease in income for
the quarter and increase in the loss for the six month period were primarily
due to higher interest and depreciation and amortization expenses as described
above, partially offset by higher revenue.

Net Income (Loss). Net income decreased to approximately $0.3 million for
the quarter ended June 30, 1999 from approximately $1.1 million for the quarter
ended June 30, 1998 or 72.7%. Net loss increased to approximately $3.7 million
for the six months ended June 30, 1999 from approximately $0.6 million for the
six months ended June 30, 1998 or 516.7%. This decrease in income for the
quarter and increase in the loss for the six month period was due to the
factors described above as well as a tax provision for each of the second
quarter and first six month periods of 1999 associated with an estimate of our
effective tax rate for all of 1999. In 1998, we used our remaining net
operating losses and did not incur a tax liability during the first six months
of 1998.

Broadcast Cash Flow. Broadcast cash flow increased to approximately $9.6
million for the quarter ended June 30, 1999 from approximately $6.1 million for
the quarter ended June 30, 1998 or 57.4%. Broadcast cash

33
<PAGE>

flow increased to approximately $13.8 million for the six months ended June 30,
1999 from approximately $9.0 million for the six months ended June 30, 1998 or
53.3%. These increases were attributable to the increases in broadcast revenue
partially offset by higher operating expenses as described above.

EBITDA. EBITDA, excluding stock-based compensation expense, increased to
approximately $8.5 million for the quarter ended June 30, 1999 from
approximately $5.4 million for the quarter ended June 30, 1998 or 57.4%.
EBITDA, excluding stock-based compensation expense, increased to approximately
$11.8 million for the six months ended June 30, 1999 from approximately $7.7
million for the six months ended June 30, 1998 or 53.2%. These increases were
attributable to the increase in broadcast revenue partially offset by higher
operating expenses and higher corporate expenses partially associated with the
costs of operating as a public company.

After-Tax Cash Flow. After-tax cash flow increased to approximately $4.6
million for the quarter ended June 30, 1999 from approximately $3.0 million for
the quarter ended June 30, 1998, or 53.3%. After-tax cash flow increased to
approximately $3.8 million for the six months ended June 30, 1999 from
approximately $3.1 million for the six months ended June 30, 1998, or 22.6%.
These increases were attributable to the increase in operating income partially
offset by higher interest charges associated with the financings of various
acquisitions as well as the provision for income taxes for 1999, as described
above.

Fiscal Year Ended December 31, 1998 Compared to Fiscal Year Ended December 31,
1997

Net Broadcast Revenue. Net broadcast revenue increased to approximately
$46.1 million for the fiscal year ended December 31, 1998, from approximately
$32.4 million for the fiscal year ended December 31, 1997, or 42.3%.
Approximately $3.8 million of the increase was attributable to stations
acquired during 1998. On a same station basis, net revenue for the period
increased approximately 30.6% to approximately $42.3 million in 1998 from
approximately $32.4 million in 1997. This increase was the result of continuing
broadcast revenue growth in Radio One's Washington, D.C., Baltimore, and
Philadelphia markets as we benefitted from ratings increases at certain of our
radio stations, improved power ratios at these stations and radio market
growth.

Station Operating Expenses. Station operating expenses excluding
depreciation and amortization increased to approximately $24.5 million for the
fiscal year ended December 31, 1998, from approximately $18.8 million for the
fiscal year ended December 31, 1997, or 30.3%. Approximately $2.5 million of
the increase was attributable to stations acquired during 1998. On a same
station basis, station operating expenses for the period increased
approximately 17.0% to approximately $22.0 million in 1998 from approximately
$18.8 million in 1997. This increase was primarily related to increases in
sales commissions and license fees due to significant revenue growth, as well
as additional programming costs related to ratings gains at some of our larger
radio stations.

Corporate Expenses. Corporate expenses increased to approximately $2.8
million for the fiscal year ended December 31, 1998, from approximately $2.2
million for the fiscal year ended December 31, 1997, or 27.3%. This increase
was due primarily to growth in the corporate staff consistent with our overall
expansion, annual costs associated with the 12% notes due 2004 and costs
associated with our public reporting requirements.

Depreciation and Amortization. Depreciation and amortization increased to
approximately $8.4 million for the fiscal year ended December 31, 1998, from
approximately $5.8 million for the fiscal year ended December 31, 1997, or
44.8%. This increase was due primarily to our asset growth as well as our
acquisitions in 1998.

Operating Income. Operating income increased to approximately $10.4 million
for the fiscal year ended December 31, 1998, from approximately $5.5 million
for the fiscal year ended December 31, 1997, or 89.1%. This increase was
attributable to the increases in broadcast revenues partially offset by higher
operating expenses and higher depreciation and amortization expenses as
described above.

34
<PAGE>

Interest Expense. Interest expense increased to approximately $11.5 million
for the fiscal year ended December 31, 1998, from approximately $8.9 million
for the fiscal year ended December 31, 1997, or 29.2%. This increase was
primarily due to the 12% notes offering, the retirement of our approximately
$45.6 million bank credit facility and borrowings under our bank credit
facility associated with the Bell Broadcasting acquisition.

Other Income. Other income decreased to $358,000 for the fiscal year ended
December 31, 1998, from $415,000 for the fiscal year ended December 31, 1997,
or 13.7%. This decrease was primarily attributable to lower interest income due
to lower cash balances as we used a portion of our cash balances to help fund
the Bell Broadcasting acquisition.

Loss before Benefit from Income Taxes. Loss before benefit from income taxes
decreased to $734,000 for the fiscal year ended December 31, 1998, from
approximately $3.0 million for the fiscal year ended December 31, 1997, or
75.5%. This decrease was due to higher operating income partially offset by
higher interest expense and lower other income. The income tax benefit of
approximately $1.6 million for the year ended December 31, 1998, was the result
of reversing our valuation allowance recorded in prior years related to our net
operating loss carryforward and other deferred tax assets, offset by an income
tax provision of $483,000 as we had net income for tax reporting purposes as a
result of non-deductible amortization expense for income tax purposes. Certain
intangible assets acquired as a result of the Bell Broadcasting acquisition
maintained their old income tax basis because the Bell Broadcasting acquisition
was a stock purchase.

Net Income (Loss). Net income increased to $841,000 for the fiscal year
ended December 31, 1998, from a net loss of approximately $4.9 million for the
fiscal year ended December 31, 1997. The increase was due to higher operating
income and an income tax benefit, partially offset by higher interest expense
as described above and an approximate $2.0 million extraordinary loss related
to the refinancing of debt.

Broadcast Cash Flow. Broadcast cash flow increased to approximately $21.6
million for the fiscal year ended December 31, 1998, from approximately $13.5
million for the fiscal year ended December 31, 1997, or 60.0%. Approximately
$1.3 million of the increase was attributable to stations acquired during 1998.
On a same station basis, broadcast cash flow for the period increased
approximately 50.4% to approximately $20.3 million in 1998 from approximately
$13.5 million in 1997. This increase was attributable to the increase in net
broadcast revenue partially offset by higher station operating expenses as
described above.

Our broadcast cash flow margin increased to approximately 46.9% for the
fiscal year ended December 31, 1998, from 41.8% for the fiscal year ended
December 31, 1997. On a same station basis, broadcast cash flow margin for the
period increased to approximately 48.0% in 1998 from approximately 41.8% in
1997. This increase was the result of strong revenue gains in our more mature
markets partially offset by slower expense growth in those markets. The lower
actual broadcast cash flow margin versus that reported on a same station basis
for 1998 was the result of our recent entrance into the Detroit market where we
acquired underperforming stations with profit margins lower than those of many
of the radio stations we own in markets in which we have operated for a longer
period of time.

EBITDA. EBITDA increased to approximately $18.8 million for the fiscal year
ended December 31, 1998, from approximately $11.4 million for the fiscal year
ended December 31, 1997, or 64.9%. This increase was attributable to the
increase in net broadcast revenue partially offset by higher station operating
and corporate expenses as described above.

After-Tax Cash Flow. After-tax cash flow increased to approximately $7.2
million for the fiscal year ended December 31, 1998, from approximately $2.9
million for the fiscal year ended December 31, 1997, or 148.3%. This increase
was attributable to higher net income and depreciation and amortization as
described above.

35
<PAGE>

Fiscal Year Ended December 31, 1997 Compared to Fiscal Year Ended December 31,
1996

Net Broadcast Revenue. Net broadcast revenue increased to approximately
$32.4 million for the fiscal year ended December 31, 1997, from approximately
$23.7 million for the fiscal year ended December 31, 1996, or 36.7%.
Approximately $2.6 million of the increase was attributable to the station
acquired during 1997. On a same station basis, net revenue for the period
increased approximately 25.7% to approximately $29.8 million in 1997 from
approximately $23.7 million in 1996. This increase was primarily the result of
significant net broadcast revenue growth in our Washington, D.C. and Baltimore
markets as we benefitted from ratings increases at our larger radio stations as
well as radio market growth.

Station Operating Expenses. Station operating expenses excluding
depreciation and amortization increased to approximately $18.8 million for the
fiscal year ended December 31, 1997, from approximately $13.9 million for the
fiscal year ended December 31, 1996, or 35.3%. Approximately $2.4 million of
the increase was attributable to stations acquired during 1997. On a same
station basis, station operating expenses for the period increased
approximately 18.0% to approximately $16.4 million in 1997 from approximately
$13.9 million in 1996. This increase was due to higher sales, programming and
administrative costs associated with the significant net broadcast revenue
growth and ratings gains at our radio stations.

Corporate Expenses. Corporate expenses increased to approximately $2.2
million for the fiscal year ended December 31, 1997, from approximately $1.8
million for the fiscal year ended December 31, 1996, or 22.2%. This increase
was due primarily to growth in the corporate staff consistent with our overall
expansion, annual costs associated with the 12% notes due 2004 and the costs
associated with our public reporting requirements.

Depreciation and Amortization. Depreciation and amortization increased to
approximately $5.8 million for the fiscal year ended December 31, 1997, from
approximately $4.3 million for the fiscal year ended December 31, 1996, or
34.9%. This increase was due primarily to our acquisition of WPHI-FM (formerly
WDRE-FM) in 1997.

Operating Income. Operating income increased to approximately $5.5 million
for the fiscal year ended December 31, 1997, from approximately $3.7 million
for the fiscal year ended December 31, 1996, or 48.6%. This increase was
attributable to the increases in net broadcast revenue partially offset by
higher operating expenses, higher depreciation and amortization expenses and
start-up losses incurred earlier in 1997 related to the acquisition of WPHI-FM.

Interest Expense. Interest expense increased to approximately $8.9 million
for the fiscal year ended December 31, 1997, from approximately $7.3 million
for the fiscal year ended December 31, 1996, or 21.9%. This increase related
primarily to the 12% notes offering and the associated retirement of our $45.6
million bank credit facility at that time.

Other Income (Loss). Other income increased to approximately $415,000 for
the fiscal year ended December 31, 1997, from a loss of approximately $77,000
for the fiscal year ended December 31, 1996. This increase was primarily
attributable to higher interest income due to higher cash balances associated
with our cash flow growth and capital raised in the 12% notes offering.

Loss before Benefit for Income Taxes. Loss before provision for income taxes
and extraordinary item decreased to approximately $3.0 million for the fiscal
year ended December 31, 1997, from approximately $3.6 million for the fiscal
year ended December 31, 1996, or 16.7%. The decrease was due to higher
operating and other income partially offset by higher interest expense
associated with the 12% notes offering.

Net Loss. Net loss increased to approximately $4.9 million for the fiscal
year ended December 31, 1997, from approximately $3.6 million for the fiscal
year ended December 31, 1996, or 36.1%. This increase was due to a loss of
approximately $2.0 million on the early retirement of the indebtedness under a
former bank credit facility with the proceeds from the 12% notes offering, as
well as the exchange of our 15% subordinated promissory notes due 2004 for
preferred stock.

36
<PAGE>

Broadcast Cash Flow. Broadcast cash flow increased to approximately $13.5
million for the fiscal year ended December 31, 1997, from approximately $9.8
million for the fiscal year ended December 31, 1996, or 37.8%. Approximately
$0.2 million of the increase was attributable to stations acquired during 1997.
On a same station basis, broadcast cash flow for the period increased
approximately 35.7% to approximately $13.3 million in 1997 from approximately
$9.8 million in 1996. This increase was attributable to the increases in net
broadcast revenue partially offset by higher station operating expenses.

Our broadcast cash flow margin increased to approximately 41.8% for the
fiscal year ended December 31, 1997 from 41.2% for the fiscal year ended
December 31, 1996. On a same station basis, broadcast cash flow margin for the
period increased to approximately 44.6% in 1997 from approximately 41.2% in
1996. This increase was the result of strong revenue gains in our more mature
markets partially offset by slower expense growth in those markets. The lower
actual broadcast cash flow margin versus that reported on a same station basis
for 1997 is the result of our entry into the Philadelphia market where we
acquired an underperforming station with profit margins lower than those of
many of the radio stations we own in markets in which we have operated for a
longer period of time.

EBITDA. EBITDA increased to approximately $11.4 million for the fiscal year
ended December 31, 1997, from approximately $8.0 million for the fiscal year
ended December 31, 1996, or 42.5%. This increase was attributable to the
increase in net broadcast revenue partially offset by higher operating and
corporate expenses.

After-Tax Cash Flow. After-tax cash flow increased to approximately $2.9
million for the fiscal year ended December 31, 1997, from approximately
$806,000 for the fiscal year ended December 31, 1996, or 259.8%. This increase
was attributable to higher net income and depreciation and amortization as
described above.

Liquidity and Capital Resources

Our primary source of liquidity is cash provided by operations and, to the
extent necessary, undrawn commitments available under the bank credit facility.
Our ability to borrow in excess of the commitments set forth in the credit
agreement is limited by the terms of the indenture. Additionally, such terms
place restrictions on Radio One with respect to the sale of assets, liens,
investments, dividends, debt repayments, capital expenditures, transactions
with affiliates, consolidation and mergers, and the issuance of equity
interests among other things.

We have used a significant portion of our capital resources to consummate
acquisitions. These acquisitions were or will be funded from (1) the bank
credit facility, (2) the proceeds of this offering, and (3) internally
generated cash flow. A portion of the net proceeds from this offering will be
used to repay our outstanding indebtedness under the bank credit facility. See
"Use of Proceeds."

Our capital structure consists of our outstanding long-term debt and
stockholders' equity. The stockholders' equity consists of common stock,
additional paid-in capital and accumulated deficit. Our balance of cash and
cash equivalents was approximately $4.5 million as of December 31, 1998. Our
balance of cash and cash equivalents was approximately $5.0 million as of June
30, 1999. This increase resulted primarily from stronger cash flows from
operating activities as well as our initial public offering on May 6, 1999 from
which we raised approximately $119.0 million, partially offset by the repayment
of debt and preferred stock with the proceeds from the initial public offering.
At June 30, 1999 approximately $84.0 million remained available (based on
various covenant restrictions) to be drawn down from our bank credit facility
which was increased to a $100.0 million facility in February 1999. In general,
our primary source of liquidity is cash provided by operations and, to the
extent necessary, on undrawn commitments available under our bank credit
facility.

Net cash flow from operating activities increased to approximately $6.0
million for the six months ended June 30, 1999 from approximately $4.3 million
for the six months ended June 30, 1998 or 39.5%. This increase

37
<PAGE>

was primarily due to a higher net loss due to higher interest charges
associated with higher average levels of debt outstanding, higher depreciation
and amortization charges associated with the various acquisitions made by us in
the past year and a higher provision for income taxes as compared to the first
half of 1998. Non-cash expenses of depreciation and amortization increased to
approximately $9.7 million for the six months ended June 30, 1999 from
approximately $5.4 million for the six months ended June 30, 1998 or 79.6% due
to various acquisitions made by us within the past year.

Net cash flow used in investing activities increased to approximately $42.0
million for the six months ended June 30, 1999 compared to approximately $33.6
million for the six months ended June 30, 1998 or 25.0%. During the six months
ended June 30, 1999 we, through our Radio One of Atlanta, Inc. subsidiary
(which we acquired on March 30, 1999) acquired the remaining stock in Dogwood
Communications, Inc. which we did not already own, for approximately $3.6
million, acquired radio stations WENZ-FM and WERE-AM in Cleveland, Ohio for
approximately $20 million, acquired radio station WFUN-FM in St. Louis,
Missouri for approximately $13.6 million, entered into a time brokerage
agreement to operate radio stations located in Richmond, Virginia and made a
$1.0 million investment in PNE Media, LLC. We also made escrow deposits on
anticipated acquisitions of additional radio stations in Richmond, Virginia and
Boston, Massachusetts. Also during the six months ended June 30, 1999 we made
purchases of capital equipment totaling approximately $2.1 million.

Net cash flow from financing activities was approximately $36.6 million for
the six months ended June 30, 1999. During the six months ended June 30, 1999,
we completed our initial public offering of common stock and raised net
proceeds of approximately $119.0 million which was used to partially repay
outstanding balances on our bank credit facility and to repay all of our
outstanding Senior Cumulative Redeemable Preferred Stock. Additionally, we
increased the size of our bank credit facility to $100.0 million. During the
six months ended June 30, 1999, we partially used this bank credit facility to
acquire our former affiliate, Radio One of Atlanta, Inc. which, in turn,
acquired the remaining stock of Dogwood Communications, Inc. that we did not
already own. We also acquired radio stations located in Cleveland, Ohio and St.
Louis, Missouri. Net cash flow from financing activities was approximately
$24.3 million for the six months ended June 30, 1998. During the six months
ended June 30, 1998, we aquired, through an unrestricted subsidiary, the
capital stock of Broadcast Holdings, Inc., the owner and operator of radio
station WYCB-AM, for approximately $3.8 million in a note, and we used our bank
credit facility to acquire Bell Broadcasting Company, an owner and operator of
radio stations in Detroit and Kingsley, Michigan, for approximately $34
million.

As a result of the aforementioned, cash and cash equivalents increased by
approximately $0.6 million during the six months ended June 30, 1999 compared
to an approximate $5.1 million decrease during the six months ended June 30,
1998.

We continuously review, and are currently reviewing, opportunities to
acquire additional radio stations, primarily in the top 40 African-American
markets. We anticipate that any future radio station acquisitions would be
financed through funds generated from operations, equity financings, permitted
debt financings, debt financings through Unrestricted Subsidiaries or a
combination of these sources. However, there can be no assurance that financing
from any of these sources, if available, will be available on favorable terms.

Management believes that, based on current levels of operations and
anticipated internal growth, cash flow from operations together with other
available sources of funds will be adequate for the foreseeable future to make
required payments of interest on Radio One's indebtedness, to fund anticipated
capital expenditures and working capital requirements and to enable us to
comply with the terms of our debt agreements. Our ability to meet our debt
service obligations and reduce our total debt, and our ability to refinance the
12% notes due 2004, at or prior to their scheduled maturity date in 2004, will
depend upon our future performance which, in turn, will be subject to general
economic conditions and to financial, business and other factors, including
factors beyond our control. For 1999, we anticipate maintenance capital
expenditures to be between $1.0 million and $2.0 million and total capital
expenditures to be between $4.0 million and $6.0 million. During 1997, Radio
One converted from a S corporation to a C corporation.

38
<PAGE>

Impact of Inflation

We believe that inflation has not had a material impact on our results of
operations for each of our fiscal years in the three-year period ended December
31, 1998 or for the six months ended June 30, 1999. However, there can be no
assurance that future inflation would not have an adverse impact on our
operating results and financial condition.

Seasonality

Seasonal net broadcast revenue fluctuations are common in the radio
broadcasting industry and are due primarily to fluctuations in advertising
expenditures by local and national advertisers. Radio One's first fiscal
quarter generally produces the lowest net broadcast revenue for the year.

Year 2000 Compliance

Radio One has commenced a process to ensure Year 2000 compliance of all
hardware, software, and ancillary equipment that are date dependent. This
process involves four phases:

Phase I-- Inventory and Data Collection. This phase involves an
identification of all systems that are date dependent. This phase
was completed during the first quarter of 1998.

Phase II-- Compliance Identification. This phase involves Radio One
identifying and beginning to replace critical systems that cannot
be updated or certified as compliant. We commenced this phase in
the first quarter of 1999 and completed the substantial majority of
this phase before the end of the second quarter of 1999. To date,
we have verified that our accounting, payroll, and local wide area
network hardware and software systems are substantially compliant.
In addition, we have determined that most of our personal computers
and PC applications are compliant. We are currently reviewing our
security systems and other miscellaneous systems.

Phase III--Test, Fix, and Verify. This phase involves testing all systems that
are date dependent and upgrading all non-compliant systems. We
expect to complete this phase during the fourth quarter of 1999.

Phase IV-- Final Testing, New Item Compliance. This phase involves a review of
failed systems for compliance and re-testing as necessary. We
expect to complete this phase by the end of the fourth quarter of
1999.

To date, we have no knowledge that any of our major systems are not Year
2000 ready or will not be Year 2000 ready by the end of 1999. We have not
incurred significant expenditures and believe we will achieve substantial Year
2000 readiness without the need to acquire significant new hardware, software
or systems. As part of our expansion over the past two years, we have
undertaken significant build-outs, upgrades and expansions to our radio station
studios, business offices and technology infrastructure. These enhancement
efforts are continuing in all of the markets in which we have recently acquired
radio stations and will expand into the new markets in which we will be
acquiring radio stations. We believe that most, if not all, of the new
equipment installed in conjunction with these recent build-outs is Year 2000
compliant. Based upon our experience to date, we estimate the remaining costs
to achieve Year 2000 readiness will be approximately $100,000, independent of
the costs associated with the previously-mentioned expansions which are being
undertaken in the normal course of our business development. All costs directly
related to preparing for Year 2000 readiness will be expensed as incurred. We
are not aware of any Year 2000 problems that would have a material effect on
our operations. We are also not aware of any non-compliance by our suppliers
that is likely to have material impact on our business. Nevertheless, we cannot
assure you that our critical systems, or the critical systems of our suppliers,
will be Year 2000 ready.

We do not intend to develop any contingency plans to address possible
failures by us or our vendors related to Year 2000 compliance. We do not
believe that such contingency plans are required because we believe that we and
our significant vendors will be Year 2000 compliant before January 2000.

39
<PAGE>

BUSINESS

Radio One was founded in 1980 and is the largest radio broadcasting company
in the United States primarily targeting African-Americans. After we complete
our acquisitions of four stations that we operate in Richmond, we will own 26
radio stations. Twenty-five of these stations (eighteen FM and seven AM) are in
nine of the top 20 African-American radio markets: Washington, D.C., Baltimore,
Atlanta, Philadelphia, Detroit, Cleveland, St. Louis, Richmond and Boston. Our
strategy is to expand within our existing markets and into new markets that
have a significant African-American presence. We believe radio broadcasting
primarily targeting African-Americans has significant growth potential. We also
believe that we have a competitive advantage in the African-American market and
the radio industry in general, due to our primary focus on urban formats, our
skill in programming and marketing these formats, and our turnaround expertise.

The radio station clusters that we owned or managed as of June 30, 1999,
were ranked in the top three in their markets in combined audience and revenue
share among radio stations primarily targeting African-Americans. Our net
broadcast revenue, broadcast cash flow and after-tax cash flow have grown
significantly:

. Same station net broadcast revenue increased 30.6% from year-end 1997 to
year-end 1998 and 32.8% for the six months ended June 30, 1999, compared
to the same period in 1998.

. Same station broadcast cash flow increased 50.4% from year-end 1997 to
year-end 1998 and 39.6% for the six months ended June 30, 1999, compared
to the same period in 1998.

. After-tax cash flow increased 148.3% from year-end 1997 to year-end 1998
and 22.6% for the six months ended June 30, 1999, compared to the same
period in 1988.

The African-American Market Opportunity

We believe that operating urban formatted radio stations primarily targeting
African-Americans has significant growth potential for the following reasons:

. Rapid African-American Population Growth. From 1980 to 1995, the
African-American population increased from approximately 26.7 million to
33.1 million, a 24.0% increase, compared to a 16.0% increase in the
population as a whole. Furthermore, the African-American population is
expected to exceed 40 million by 2010, a 21.2% increase from 1995,
compared to an expected increase of 13.3% for the population as a whole.
(Source: 1998 U.S. Census Bureau Current Population Report)

. Higher African-American Income Growth. According to the U.S. Census
Bureau, from 1980 to 1995, the rate of increase in median family
household income in 1995 adjusted dollars for African-Americans was
approximately 10.7% compared to 4.3% for the population as a whole.
African-American buying power is estimated to reach $533 billion in
1999, up 73.0% from 1990 compared to a 57.0% increase for all Americans,
and to account for 8.2% of total buying power in 1999, compared to 7.4%
in 1990. (Source: "African-American Buying Power by Place of Residence:
1990-1999," Dr. Jeffrey M. Humphreys). In addition, the African-American
consumer tends to have a different consumption profile than non-African-
Americans. For example, 31% of African-Americans purchased a TV, VCR or
stereo in the past year compared to 25% of average U.S. households.
African-Americans' higher than average rate of consumption is a powerful
reason for U.S. retailers to increase targeted advertising spending
toward this consumer group. (Source: Pricewaterhouse Coopers, LLP 1998
Study)

40
<PAGE>

. Growth in Advertising Targeting the African-American Market. We believe
that large corporate advertisers are becoming more focused on reaching
minority consumers in the United States. The African-American and
Hispanic communities are viewed as an emerging growth market within the
mature domestic market. A 1997 study estimated that major national
advertisers spent $881 million on advertising targeting African-American
consumers, up from $463 million in 1985. (Source: Target Market News
(Chicago, IL-1997)). For example, Ford Motor Company reportedly plans to
increase its spending targeting African-Americans and Hispanics by 20%
in the 1998-99 model year. (Source: Ad Week Midwest September 28, 1998).
We believe Ford is one example of many large corporations currently
expanding their commitment to ethnic advertising.

. Growing Influence of African-American Culture. We believe that there is
an ongoing "urbanization" of many facets of American society as
evidenced by the influence of African-American culture in the areas of
music (for example, hip-hop and rap music), film, fashion, sports and
urban-oriented television shows and networks. We believe that companies
as disparate as the News Corporation's Fox(R) television network, the
sporting goods manufacturer Nike(R), the fast food chain McDonald's(R),
and prominent fashion designers have embraced this urbanization trend in
their products as well as their advertising messages.

. Growing Popularity of Radio Formats Primarily Targeting African-
Americans. We believe that urban programming has been expanded to target
a more diverse urban listener base and has become more popular with
listeners and advertisers over the past ten years. The number of urban
radio stations has increased from 294 in 1990 to an estimated 371 in
1998, or 26%, and is expected to increase an additional 10% to 409 by
2002. In Fall 1997, urban formats were one of the top three formats in
nine of the top ten radio markets nationwide and the top format in five
of these markets. (Source: INTEREP, Research Division, 1998 Regional
Differences in Media Usage Study).

. Concentrated Presence of African-Americans in Urban Markets. In 1997,
approximately 61.8% of the African-American population was located in
the top 40 African-American markets. Relative to radio broadcasters
targeting a broader audience, we believe we can cover the various
segments of our target market with fewer programming formats and
therefore fewer radio stations than the maximum of eight allowed by the
FCC. (Source: BIA 1999, Third Edition).

. Strong African-American Listenership and Loyalty. In 1996, African-
Americans in the ten largest markets listened to radio broadcasts an
average of 27.0 hours per week. (Source: INTEREP Research Division, 1998
Urban Radio Study). This compares to 22.0 hours per week for all
Americans. (Source: Forbes, June 1, 1998). In addition, we believe that
African-American radio listeners exhibit greater loyalty to radio
stations that target the African-American community because those radio
stations become a valuable source of entertainment and information
responsive to the community's interests and lifestyles.

Acquisition Strategy

Our primary acquisition strategy is to acquire and turn around
underperforming radio stations principally in the top 40 African-American
markets. We consider acquisitions in existing markets where expanded coverage
is desirable and in new markets where we believe it is advantageous to
establish a presence. In analyzing potential acquisition candidates, we
generally consider:

. the price and terms of the purchase;

. whether the radio station has a signal adequate to reach a large
percentage of the African-American community in a market;

. whether we can increase ratings and net broadcast revenue of the radio
station;

. whether we can reformat or improve the radio station's programming in
order to serve profitably the African-American community;

. whether the radio station affords us the opportunity to introduce
complementary formats in a market where we already maintain a presence;
and

41
<PAGE>

. the number of competitive radio stations in the market.

For strategic reasons, or as a result of a station cluster purchase, we may
also acquire and operate stations with formats that target non-African-American
segments of the population.

Turnaround Expertise

Historically, we have entered a market by acquiring a station or stations
that have little or negative broadcast cash flow. Additional stations we have
acquired in existing markets have often been, in our opinion, substantially
underperforming. By implementing our operating strategies, we have succeeded in
increasing ratings, net broadcast revenue and broadcast cash flow of all the FM
stations we have owned or managed for at least one year. We have achieved these
improvements while operating against much larger competitors. Some of these
successful turnarounds are described below by market:

. Washington, D.C. In 1995, we acquired WKYS-FM for approximately $34.0
million. At the time, WKYS-FM was ranked number 12 by Arbitron in the
12-plus age demographic. Over a two-year period, we repositioned WKYS-
FM, improved its programming and enhanced the station's community
involvement and image. For the Arbitron Survey four book averages ending
with the Spring 1999 Arbitron Survey, the station was ranked number one
in the 18-34 age demographic (with a 10.3 share) and number three in the
12-plus age demographic (with a 5.4 share).

In 1987, we acquired WMMJ-FM for approximately $7.5 million. At the
time, WMMJ-FM was being programmed in a general market Adult
Contemporary format, and had a 1.2 share of the 12-plus age demographic.
After extensive research we changed the station's format, making WMMJ-FM
the first FM radio station on the East Coast to introduce an Urban Adult
Contemporary programming format. For the Arbitron Survey four book
averages ending with the Spring 1999 Arbitron Survey, the station was
tied for the fifth rank in the 25-54 age demographic (with a 4.9 share)
and was ranked number eight in the 12-plus age demographic (with a 4.2
share).

. Baltimore. In 1993, we acquired WERQ-FM and WOLB-AM for approximately
$9.0 million. At the time, these stations had mediocre ratings. We
converted WERQ-FM's programming to a more focused Young Urban
Contemporary format and began aggressively marketing the station. WERQ-
FM is now Baltimore's dominant station, ranked number one in the 12-
plus, 18-34 and 25-54 age demographics for the Arbitron Survey four book
averages ending with the Spring 1999 Arbitron Survey, a position it
first achieved in the Spring 1997 Arbitron Survey.

In 1992, we acquired WWIN-FM and its sister station, WWIN-AM, for
approximately $4.7 million. At the time, WWIN-FM was a distant second in
ratings to its in-format direct competitor, WXYV-FM. We repositioned
WWIN-FM towards the 25-54 age demographic, and for the Arbitron Survey
four book averages ending with the Spring 1999 Arbitron Survey, the
station was ranked number two in that age demographic (with a 7.5 share)
behind only Radio One's WERQ-FM.

. Atlanta. In 1995, ROA, then an affiliate of Radio One, acquired WHTA-FM,
a Class A radio station located approximately 40 miles from Atlanta, for
approximately $4.5 million. Prior to that acquisition, the previous
owners, together with our management, upgraded and moved the station
approximately 20 miles closer to Atlanta. The result was the
introduction of a new, Young Urban Contemporary radio station in the
Atlanta market. The station's ratings increased quickly, to an
approximate 5.0 share in the 12-plus age demographic. For the Arbitron
Survey four book averages ending with the Spring 1999 Arbitron Survey,
the station was ranked number four in the 18-34 age demographic (with an
8.2 share).

. Philadelphia. In May 1997, we acquired WPHI-FM for approximately $20.0
million. At the time the station was being programmed in a Modern Rock
format and had a 2.7 share in the 12 plus age demographic. We changed
the station's format to Young Urban Contemporary and, for the Arbitron
Survey four book averages ending with the Spring 1999 Arbitron Survey,
the station was ranked number 14 in the 12-plus age demographic (with a
3.1 share) and number five in the 18-34 age demographic (with a 5.8
share).

42
<PAGE>

Top 40 African-American Radio Markets in the United States

In the table below, boxes and bold text indicate markets where we currently
own radio stations. Population estimates are for 1997 and are based upon BIA
Investing in Radio Market Report ("BIA 1999 Third Edition").

<TABLE>
<CAPTION>
African-Americans
as a Percentage of
African American the Overall
Population in the Population in the
Rank Market Market Market
---- -------------------------------- ----------------- -------------------
(in thousands)
<C> <S> <C> <C>
1. New York, NY 3,589 21.3%
2. Chicago, IL 1,670 19.6
3. Washington, DC 1,131 26.5
- --------------------------------------------------------------------------------
4. Los Angeles, CA 1,120 9.1
5. Detroit, MI 1,032 22.3
- --------------------------------------------------------------------------------
6. Philadelphia, PA 987 20.2
- --------------------------------------------------------------------------------
7. Atlanta, GA 957 26.0
- --------------------------------------------------------------------------------
8. Houston/Galveston, TX 795 18.3
9. Miami/Ft. Lauderdale/Hollywood, FL 713 19.7
10. Baltimore, MD 686 27.6
- --------------------------------------------------------------------------------
11. Dallas/Ft. Worth, TX 659 14.2
12. San Francisco, CA 594 8.9
13. Memphis, TN 491 42.0
14. St. Louis, MO 455 17.7
- --------------------------------------------------------------------------------
15. Norfolk/Virginia Beach/Newport
News, VA 455 30.2
16. New Orleans, LA 443 35.0
17. Cleveland, OH 408 19.2
- --------------------------------------------------------------------------------
18. Boston, MA 309 7.1
- --------------------------------------------------------------------------------
19. Richmond, VA 284 30.1
- --------------------------------------------------------------------------------
20. Charlotte/Gastonia/Rock Hill, NC 280 20.5
21. Birmingham, AL 267 27.4
22. Milwaukee/Racine, WI 261 15.5
23. Raleigh/Durham, NC 256 24.1
24. Jacksonville, FL 241 22.6
25. Tampa/St. Petersburg/Clearwater, FL 239 10.5
26. Kansas City, MO 229 13.5
27. Greensboro/Winston Salem/High Point, NC 228 19.6
28. Cincinnati, OH 224 11.6
29. Nassau/Suffolk Counties (NY) 224 8.4
30. Pittsburgh, PA 198 8.4
31. Indianapolis, IN 196 14.2
32. Orlando, FL 191 14.6
33. Columbus, OH 190 13.0
34. Jackson, MS 186 43.3
35. Nashville, TN 181 15.8
36. Baton Rouge, LA 181 31.5
37. San Diego, CA 174 6.3
38. Seattle/Tacoma, WA 174 5.1
39. Greenville/Spartanburg, SC 155 17.8
40. Augusta, GA 153 33.1
</TABLE>

43
<PAGE>

Operating Strategy

In order to maximize net broadcast revenue and broadcast cash flow at our
radio stations, we strive to achieve the largest audience share of African-
American listeners in each market, convert these audience share ratings to
advertising revenue, and control operating expenses. The success of our
strategy relies on the following:

. market research, targeted programming and marketing;

. strong management and performance-based incentives;

. strategic sales efforts;

. radio station clustering, programming segmentation and sales bundling;

. advertising partnerships and special events; and

. significant community involvement.

Market Research, Targeted Programming and Marketing

Radio One uses market research to tailor the programming, marketing and
promotions of our radio stations to maximize audience share. To achieve these
goals, we use market research to identify unserved or underserved markets or
segments of the African-American community in current and new markets and to
determine whether to acquire a new radio station or reprogram one of our
existing radio stations to target those markets or segments.

We also seek to reinforce our targeted programming by creating a distinct
and marketable identity for each of our radio stations. To achieve this
objective, in addition to our significant community involvement discussed
below, we employ and promote distinct, high-profile on-air personalities at
many of our radio stations, many of whom have strong ties to the African-
American community.

Strong Management and Performance-based Incentives

Radio One focuses on hiring highly motivated and talented individuals in
each functional area of the organization who can effectively help us implement
our growth and operating strategies. Radio One's management team is comprised
of a diverse group of individuals who bring expertise to their respective
functional areas. We seek to hire and promote individuals with significant
potential, the ability to operate with high levels of autonomy and the
appropriate team-orientation that will enable them to pursue their careers
within the organization.

To enhance the quality of our management in the areas of sales and
programming, general managers, sales managers and program directors have
significant portions of their compensation tied to the achievement of certain
performance goals. General managers' compensation is based partially on
achieving broadcast cash flow benchmarks which create an incentive for
management to focus on both sales growth and expense control. Additionally,
sales managers and sales personnel have incentive packages based on sales
goals, and program directors and on-air talent have incentive packages focused
on maximizing overall ratings as well as ratings in specific target segments.

Strategic Sales Efforts

Radio One has assembled an effective, highly trained sales staff responsible
for converting audience share into revenue. We operate with a focused, sales-
oriented culture which rewards aggressive selling efforts through a generous
commission and bonus compensation structure. We hire and deploy large teams of
sales professionals for each of our stations or station clusters, and we
provide these teams with the resources necessary to compete effectively in the
markets in which we operate. We utilize various sales strategies to sell and
market our stations as stand-alones, in combination with other stations within
a given market and across markets, where appropriate.

44
<PAGE>

Radio Station Clustering, Programming Segmentation and Sales Bundling

Radio One strives to build clusters of radio stations in our markets, with
each radio station targeting different demographic segments of the African-
American population. This clustering and programming segmentation strategy
allows us to achieve greater penetration into each segment of our target
market. We are then able to offer advertisers multiple audiences and to bundle
the radio stations for advertising sales purposes when advantageous.

We believe there are several potential benefits that result from operating
multiple radio stations in the same market. First, each additional radio
station in a market provides us with a larger percentage of the prime
advertising time available for sale within that market. Second, the more
stations we program, the greater the market share we can achieve in our target
demographic groups through the use of segmented programming. Third, we are
often able to consolidate sales, promotional, technical support and corporate
functions to produce substantial cost savings. Finally, the purchase of
additional radio stations in an existing market allows us to take advantage of
our market expertise and existing relationships with advertisers.

Advertising Partnerships and Special Events

We believe that in order to create advertising loyalty, Radio One must
strive to be the recognized expert in marketing to the African-American
consumer in the markets in which we operate. We believe that Radio One has
achieved this recognition by focusing on serving the African-American consumer
and by creating innovative advertising campaigns and promotional tie-ins with
our advertising clients and sponsoring numerous entertainment events each year.
We sponsor the Stone Soul Picnic, an all-day free outdoor concert which
showcases advertisers, local merchants and other organizations to over 100,000
people in each of Washington, D.C. and Baltimore. We also sponsor The People's
Expo every March in Washington, D.C. and Baltimore, which provides
entertainment, shopping and educational seminars to Radio One's listeners and
others from the communities we serve. In these events, advertisers buy signage,
booth space and broadcast promotions to sell a variety of goods and services to
African-American consumers. As we expand our presence in our existing markets
and into new markets, we plan to increase the number of events and the number
of markets in which we host these major events.

Significant Community Involvement

We believe our active involvement and significant relationships in the
African-American community provides a competitive advantage in targeting
African-American audiences. In this way, we believe our proactive involvement
in the African-American community in each of our markets significantly improves
the marketability of our radio broadcast time to advertisers who are targeting
such communities.

We believe that a radio station's image should reflect the lifestyle and
viewpoints of the target demographic group it serves. Due to our fundamental
understanding of the African-American community, we believe we are able to
identify music and musical styles, as well as political and social trends and
issues, early in their evolution. This understanding is then integrated into
all aspects of our operations and enables us to create enhanced awareness and
name recognition in the marketplace. In addition, we believe our multi-level
approach to community involvement leads to increased effectiveness in
developing and updating our programming formats. We believe our enhanced
awareness and more effective programming formats lead to greater listenership
and higher ratings over the long-term.

We have a history of sponsoring events that demonstrate our commitment to
the African-American community, including:

. heightening the awareness of diseases which disproportionately impact
African-Americans, such as sickle-cell anemia and leukemia, and holding
fundraisers to benefit the search for their cure;

. developing contests specifically designed to assist African-American
single mothers with day care expenses;

45
<PAGE>

. fundraising for the many African-American churches throughout the
country that have been the target of arsonists; and

. organizing seminars designed to educate African-Americans on personal
issues such as buying a home, starting a business, developing a credit
history, financial planning and health care.

Management Stock Option Plan

On March 10, 1999, we adopted the 1999 Stock Option and Restricted Stock
Grant Plan designed to provide incentives relating to equity ownership to
present and future executive, managerial, and other key employees of Radio One
and our subsidiaries. The option plan affords us latitude in tailoring
incentive compensation for the retention of key personnel, to support corporate
and business objectives, and to anticipate and respond to a changing business
environment and competitive compensation practices. For more information see
"Management--Stock Option Plan."

Our Station Portfolio

After giving effect to our pending acquisitions, we will have acquired 17
radio stations since June 30, 1998. We believe that most of these stations are
underdeveloped and offer the opportunity for substantial growth in revenue and
broadcast cash flow. The eleven stations which we owned or managed prior to
June 30, 1998, operated at a broadcast cash flow margin of 47.4% for the six
months ended June 30, 1999, compared to a broadcast cash flow margin for the
same period of 2.4% for the 10 stations that we did not previously manage and
which we have acquired or commenced operating during the 12 months beginning
June 30, 1998.

46
<PAGE>

The following table sets forth selected information about our portfolio of
radio stations, giving effect to our pending acquisitions. Market population
data and revenue rank data are from BIA 1999 Third Edition. Audience share and
audience rank data are based on Arbitron Survey four book averages ending with
the Spring 1999 Arbitron Survey. Except as noted, revenue share and revenue
rank data for the Washington, D.C., Baltimore and Detroit markets are based on
the Radio Revenue Reports of Hungerford for the six-month period ending June
30, 1999. For the Philadelphia, Atlanta, Cleveland and Richmond markets, the
revenue share and revenue rank data are from revenue reports for the six-month
period ending June 30, 1999, as prepared by Miller, Kaplan, Arase & Co.,
Certified Public Accountants. As used in this table, "n/a" means not applicable
or not available and "t" means tied with one or more radio stations.
<TABLE>
<CAPTION>

Four Book Average Four Book Average January-
----------------- ----------------- June 1999
June 1999 Audience Audience Audience Audience Radio One
Market Rank Target Share in Rank in Share in Rank in Market
------------------ Age 12+ 12+ Target Target Revenue
Metro Radio Year Demo- Demo- Demo- Demo- Demo- ---------------
Market(/1/) Population Revenue Acquired Format graphic graphic graphic graphic graphic Share Rank
----------- ---------- ------- -------- ----------- ------- -------- -------- -------- -------- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Washington, DC 9 6
WKYS-FM 1995 Urban 18-34 5.4 3 10.3 1 5.0% 10
WMMJ-FM 1987 Urban AC 25-54 4.2 8 4.9 5 (t) 4.1% 14
WYCB-AM 1998 Gospel 35-64 0.9 22 (t) 1.0 21 (t) 0.5% n/a(/2/)
WOL-AM 1980 Urban Talk 35-64 0.8 25 (t) 1.0 21 (t) 0.5% 21
Baltimore 20 20
WERQ-FM 1993 Urban 18-34 9.6 1 17.1 1 12.8% n/a(/3/)
WWIN-FM 1992 Urban AC 25-54 5.8 4 7.5 2 8.0% n/a(/3/)
WWIN-AM 1993 Gospel 35-64 1.0 16 (t) 1.1 15 0.3% n/a(/3/)
WOLB-AM 1992 Urban Talk 35-64 0.7 18 (t) 0.8 17 (t) 0.2% n/a(/3/)
Philadelphia 5 9
WPHI-FM 1997 Urban 18-34 3.1 14 5.8 5 2.1% 16
Detroit 6 11
WDTJ-FM 1998 Urban 18-34 3.6 11 (t) 6.0 4 2.6% 15
WDMK-FM 1998 Urban AC 25-54 1.3 22 (t) 1.6 19 (t) 0.7% 19
WCHB-AM 1998 Urban Talk 35-64 0.2 31 0.3 30 (t) 0.1% n/a(/2/)
Atlanta 12 7
WHTA-FM 1999 Urban 18-34 4.6 9 (t) 8.2 4 3.4% 12
WAMJ-FM 1999 Urban AC 25-54 2.3 15 (t) 3.0 13 (t) 1.5% 13
Cleveland 24 23
WENZ-FM 1999 Urban 18-34 2.6 14 5.1 8 2.0% 14
WERE-AM 1999 News/Talk 35-64 0.5 19 0.5 19 0.9% 17
Richmond 57 47
WCDX-FM (pending) Urban 18-34 9.0 2 14.8 1 11.6% 3
WKJS-FM 1999 Urban AC 25-54 5.9 6 7.8 4 7.3% 8
WPLZ-FM (pending) R&B 35-64 4.3 11 4.4 9 2.9% 11
WARV-FM 1999 Country 25-54 3.2 12 2.3 12 n/a(/2/) n/a(/2/)
WJRV-FM (pending) Country 25-54 1.5 15 (t) 1.5 14 1.8% 13
WGCV-AM (pending) Gospel 35-64 1.2 17 (t) 1.5 15 (t) n/a(/2/) n/a(/2/)
Oldies
WDYL-FM 1999 Modern Rock 25-54 0.7 20 (t) 0.7 19 (t) n/a(/2/) n/a(/2/)
St. Louis 19 19
WFUN-FM 1999 Urban 12-54 n/a n/a n/a n/a n/a(/2/) n/a(/2/)
Boston 8 10
WBOT-FM 1999 Urban 18-34 n/a n/a n/a n/a n/a(/2/) n/a(/2/)
</TABLE>
- --------
(1) WJZZ-AM in Kingsley, MI is not currently broadcasting and is not included
in the table.
(2) WYCB-AM, WCHB-AM, WARV-FM, WGCV-AM and WDYL-FM do not report revenues to
Hungerford or Miller Kaplan. Revenue shares for WYCB-AM and WCHB-AM
represent those stations' net broadcast revenue as a percentage of the
market radio revenue reported by Hungerford in their respective markets for
the six-month period ending June 30, 1999, as adjusted for WYCB-AM and
WCHB-AM revenue, as appropriate.
(3) The revenues of WERQ-FM and WOLB-AM are reported jointly to Hungerford, as
are the revenues of WWIN-FM and WWIN-AM. The revenue share percentages for
these stations reflect the proportional contribution by each station to the
joint share reported by Hungerford.

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<PAGE>

Advertising Revenue

Substantially all of our net broadcast revenue is generated from the sale of
local and national advertising for broadcast on our radio stations. Additional
net broadcast revenue is generated from network compensation payments and other
miscellaneous transactions. Local sales are made by the sales staffs located in
our markets. National sales are made by firms specializing in radio advertising
sales on the national level, in exchange for a commission from Radio One that
is based on a percentage of our net broadcast revenue from the advertising
obtained. Approximately 68.9% of our net broadcast revenue for the six-month
period ended June 30, 1999, was generated from the sale of local advertising
and 27.0% from sales to national advertisers. The balance of net broadcast
revenue is derived from network advertising, tower rental income and ticket and
other revenue related to special events hosted by Radio One.

We believe that advertisers can reach the African-American community more
cost effectively through radio broadcasting than through newspapers or
television. Advertising rates charged by radio stations are based primarily on:

. a radio station's audience share within the demographic groups targeted
by the advertisers,

. the number of radio stations in the market competing for the same
demographic groups, and

. the supply and demand for radio advertising time.

Advertising rates are generally highest during the morning and afternoon
commuting hours.

A radio station's listenership is reflected in ratings surveys that estimate
the number of listeners tuned to a radio station and the time they spend
listening to that radio station. Each radio station's ratings are used by its
advertisers to consider advertising with the radio station, and are used by us
to chart audience growth, set advertising rates and adjust programming.

Strategic Diversification

We will continue to evaluate potential radio acquisitions in African-
American markets. We are also exploring opportunities in other forms of media
to apply our expertise in marketing to African-Americans. Such opportunities
could include outdoor advertising in urban environments, an urban-oriented
Internet strategy, an urban-oriented radio network, music production,
publishing and other related businesses.

We recently entered into an exclusive programming agreement with XM
Satellite Radio, Inc. to provide African-American talk and music programming to
be broadcast on XM Satellite's digital audio radio service, which is expected
to be available in 2001.

We have also invested, together with most publicly-traded radio companies,
in a recent private placement for USA Digital Radio, Inc., a leading developer
of in-band on-channel digital audio broadcast technology. This technology could
enable radio broadcasters to convert from analog to digital broadcasting within
the existing frequency allocation of their AM and FM stations. In conjunction
with this investment, Alfred C. Liggins, III, the Chief Executive Officer and
President of Radio One, became a board member of USA Digital Radio, Inc.

Additionally, we have recently invested in PNE Media Holdings, LLC, a
privately-held outdoor advertising company with a presence in several of the
markets in which we own radio stations.

We also recently made an investment of cash and advertising time in aka.com,
LLC, an aggregator of web sites devoted to hip hop culture. In conjunction with
this investment, our Chief Financial Officer, Scott R. Royster, became a
director of aka.com, LLC.

Properties and Facilities

The types of properties required to support each of our radio stations
include offices, studios and transmitter/antenna sites. We typically lease our
studio and office space with lease terms that are five to ten years. A
station's studios are generally housed with its offices in downtown or business
districts. We generally

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consider our facilities to be suitable and of adequate size for our current and
intended purposes. We lease a majority of our main transmitter/antenna sites
and when negotiating a lease for such sites we try to obtain a lengthy lease
term with options to renew. In general, we do not anticipate difficulties in
renewing facility or transmitter/antenna site leases or in leasing additional
space or sites if required.

We own substantially all of our other equipment, consisting principally of
transmitting antennae, transmitters, studio equipment and general office
equipment. The towers, antennae and other transmission equipment used by our
stations are generally in good condition, although opportunities to upgrade
facilities are continuously reviewed. Substantially all of the property that we
own secures our borrowings under our credit facility.

Competition

The radio broadcasting industry is highly competitive. Radio One's stations
compete for audiences and advertising revenue with other radio stations and
with other media such as television, newspapers, direct mail and outdoor
advertising. Audience ratings and advertising revenue are subject to change and
any adverse change in a market could adversely affect our net broadcast revenue
in that market. If a competing station converts to a format similar to that of
one of our stations, or if one of our competitors strengthens its operations,
our stations could suffer a reduction in ratings and advertising revenue. Other
radio companies which are larger and have more resources may also enter markets
where we operate. Although we believe our stations are well positioned to
compete, we cannot assure you that our stations will maintain or increase their
current ratings or advertising revenue.

The radio broadcasting industry is also subject to rapid technological
change, evolving industry standards and the emergence of new media
technologies. Several new media technologies are being developed, including the
following:

. audio programming by cable television systems, direct broadcast
satellite systems, Internet content providers and other digital audio
broadcast formats;

. satellite digital audio radio service, which could result in the
introduction of several new satellite radio services with sound quality
equivalent to that of compact discs; and

. in-band on-channel digital radio, which could provide multi-channel,
multi-format digital radio services in the same band width currently
occupied by traditional AM and FM radio services.

We recently entered into a programming agreement with a satellite digital
audio radio service and have also invested in a developer of digital audio
broadcast technology. However, we cannot assure you that these arrangements
will be successful or enable us to adapt effectively to these new media
technologies. We also cannot assure you that we will continue to have the
resources to acquire other new technologies or to introduce new services that
could compete with other new technologies.

Antitrust

An important part of our growth strategy is the acquisition of additional
radio stations. After the passage of the Telecommunications Act of 1996, the
Justice Department has become more aggressive in reviewing proposed
acquisitions of radio stations and radio station networks. The Justice
Department is particularly aggressive when the proposed buyer already owns one
or more radio stations in the market of the station it is seeking to buy.
Recently, the Justice Department has challenged a number of radio broadcasting
transactions. Some of those challenges ultimately resulted in consent decrees
requiring, among other things, divestitures of certain stations. In general,
the Justice Department has more closely scrutinized radio broadcasting
acquisitions that result in local market shares in excess of 40% of radio
advertising revenue. Similarly, the FCC staff has adopted procedures to review
proposed radio broadcasting transactions even if the proposed acquisition
otherwise complies with the FCC's ownership limitations. In particular, the FCC
may invite public comment on

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<PAGE>

proposed radio transactions that the FCC believes, based on its initial
analysis, may present ownership concentration concerns in a particular local
radio market.

Federal Regulation of Radio Broadcasting

The radio broadcasting industry is subject to extensive and changing
regulation by the FCC of programming, technical operations, employment and
other business practices. The FCC regulates radio broadcast stations pursuant
to the Communications Act. The Communications Act permits the operation of
radio broadcast stations only in accordance with a license issued by the FCC
upon a finding that the grant of a license would serve the public interest,
convenience and necessity. The Communications Act provides for the FCC to
exercise its licensing authority to provide a fair, efficient and equitable
distribution of broadcast service throughout the United States. Among other
things, the FCC:

. assigns frequency bands for radio broadcasting;

. determines the particular frequencies, locations and operating power of
radio broadcast stations;

. issues, renews, revokes and modifies radio broadcast station licenses;

. establishes technical requirements for certain transmitting equipment
used by radio broadcast stations;

. adopts and implements regulations and policies that directly or
indirectly affect the ownership, operation, program content and
employment and business practices of radio broadcast stations; and

. has the power to impose penalties, including monetary forfeitures, for
violations of its rules and the Communications Act.

The Communications Act prohibits the assignment of an FCC license, or other
transfer of control of an FCC licensee, without the prior approval of the FCC.
In determining whether to grant requests for consents to assignments or
transfers, and in determining whether to grant or renew a radio broadcast
license, the FCC considers a number of factors pertaining to the licensee (and
any proposed licensee), including restrictions on foreign ownership, compliance
with FCC media ownership limits and other FCC rules, licensee "character" and
compliance with the Anti-Drug Abuse Act of 1988.

The following is a brief summary of certain provisions of the Communications
Act and specific FCC rules and policies. This summary does not purport to be
complete and is qualified in its entirety by the text of the Communications
Act, the FCC's rules and regulations, and the rulings of the FCC. You should
refer to the Communications Act and these FCC rules and rulings for further
information concerning the nature and extent of federal regulation of radio
broadcast stations.

A licensee's failure to observe the requirements of the Communications Act
or FCC rules and policies may result in the imposition of various sanctions,
including admonishment, fines, the grant of renewal terms of less than eight
years, the grant of a license with conditions or, for particularly egregious
violations, the denial of a license renewal application, the revocation of an
FCC license or the denial of FCC consent to acquire additional broadcast
properties.

Congress and the FCC have had under consideration or reconsideration, and
may in the future consider and adopt, new laws, regulations and policies
regarding a wide variety of matters that could, directly or indirectly, affect
the operation, ownership and profitability of Radio One's radio stations,
result in the loss of audience share and advertising revenue for our radio
broadcast stations or affect our ability to acquire additional radio broadcast
stations or finance such acquisitions. Such matters may include:

. changes to the license authorization and renewal process;

. proposals to impose spectrum use or other fees on FCC licensees;

. auction of new broadcast licenses;

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<PAGE>

. changes to the FCC's equal employment opportunity regulations and other
matters relating to involvement of minorities and women in the
broadcasting industry;

. proposals to change rules relating to political broadcasting including
proposals to grant free air time to candidates, and other changes
regarding program content;

. proposals to restrict or prohibit the advertising of beer, wine and
other alcoholic beverages;

. technical and frequency allocation matters, including creation of a new
low power radio broadcast service;

. the implementation of digital audio broadcasting on both a satellite and
terrestrial basis;

. changes in broadcast cross-interest, multiple ownership, foreign
ownership, cross-ownership and ownership attribution policies;

. proposals to allow telephone companies to deliver audio and video
programming to homes in their service areas; and

. proposals to alter provisions of the tax laws affecting broadcast
operations and acquisitions.

We cannot predict what changes, if any, might be adopted, nor can we predict
what other matters might be considered in the future, nor can we judge in
advance what impact, if any, the implementation of any particular proposals or
changes might have on our business.

FCC Licenses

The Communications Act provides that a broadcast station license may be
granted to any applicant if the public interest, convenience and necessity will
be served thereby, subject to certain limitations. In making licensing
determinations, the FCC considers an applicant's legal, technical, financial
and other qualifications. The FCC grants radio broadcast station licenses for
specific periods of time and, upon application, may renew them for additional
terms. Under the Communications Act, radio broadcast station licenses may be
granted for a maximum term of eight years.

Generally, the FCC renews radio broadcast licenses without a hearing upon a
finding that:

. the radio station has served the public interest, convenience and
necessity;

. there have been no serious violations by the licensee of the
Communications Act or FCC rules and regulations; and

. there have been no other violations by the licensee of the
Communications Act or FCC rules and regulations which, taken together,
indicate a pattern of abuse.

After considering these factors, the FCC may grant the license renewal
application with or without conditions, including renewal for a term less than
the maximum otherwise permitted, or hold an evidentiary hearing.

In addition, the Communications Act authorizes the filing of petitions to
deny a license renewal application during specific periods of time after a
renewal application has been filed. Interested parties, including members of
the public, may use such petitions to raise issues concerning a renewal
applicant's qualifications. If a substantial and material question of fact
concerning a renewal application is raised by the FCC or other interested
parties, or if for any reason the FCC cannot determine that grant of the
renewal application would serve the public interest, convenience and necessity,
the FCC will hold an evidentiary hearing on the application. If as a result of
an evidentiary hearing the FCC determines that the licensee has failed to meet
the requirements specified above and that no mitigating factors justify the
imposition of a lesser sanction, then the FCC may deny a license renewal
application. Only after a license renewal application is denied will the FCC
accept and consider competing applications for the vacated frequency. Also,
during certain

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<PAGE>

periods when a renewal application is pending, the transferability of the
applicant's license may be restricted. Historically, our licenses have been
renewed without any conditions or sanctions imposed. However, there can be no
assurance that the licenses of each of our stations will be renewed or will be
renewed without conditions or sanctions.

The FCC classifies each AM and FM radio station. An AM radio station
operates on either a clear channel, regional channel or local channel. A clear
channel is one on which AM radio stations are assigned to serve wide areas,
particularly at night. Clear channel AM radio stations are classified as
either: (1) Class A radio stations, which operate unlimited time and are
designed to render primary and secondary service over an extended area, or (2)
Class B radio stations, which operate unlimited time and are designed to render
service only over a primary service area. Class D radio stations, which operate
either daytime, or unlimited time with low nighttime power, may operate on the
same frequencies as clear channel radio stations. A regional channel is one on
which Class B and Class D AM radio stations may operate and serve primarily a
principal center of population and the rural areas contiguous to it. A local
channel is one on which AM radio stations operate unlimited time and serve
primarily a community and the suburban and rural areas immediately contiguous
to it. A Class C AM radio station operates on a local channel and is designed
to render service only over a primary service area that may be reduced as a
consequence of interference.

The minimum and maximum facilities requirements for an FM radio station are
determined by its class. Possible FM class designations depend upon the
geographic zone in which the transmitter of the FM radio station is located. In
general, commercial FM radio stations are classified as follows, in order of
increasing power and antenna height: Class A, B1, C3, B, C2, C1 or C radio
stations. The FCC has proposed to divide Class C stations into two subclasses
based on antenna height. Stations not meeting the minimum height requirement
within a three-year transition period would be downgraded automatically to the
new Class C0 category.

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The following table sets forth information with respect to each of our radio
stations, including the additional radio stations we have agreed to purchase in
Richmond. A broadcast station's market may be different from its community of
license. "ERP" refers to the effective radiated power of an FM radio station.
"HAAT" refers to the antenna height above average terrain of an FM radio
station. "AI" refers to the above insulator measurement of an AM radio station.
The coverage of an AM radio station is chiefly a function of the power of the
radio station's transmitter, less dissipative power losses and any directional
antenna adjustments. For FM radio stations, signal coverage area is chiefly a
function of the ERP of the radio station's antenna and the HAAT of the radio
station's antenna. The height of an AM radio station's antenna is measured by
reference to AI and the height of an FM radio station's antenna is measured by
reference to HAAT.

<TABLE>
<CAPTION>
ERP (FM) Expiration
Station Power HAAT (FM) Date of
Call Year of FCC (AM) in AI (AM) in Operating FCC
Market Letters Acquisition Class Kilowatts Meters Frequency License
- -------------- ------- ----------- ----- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Washington, DC WOL-AM 1980 C 1.0 52.1 1450 kHz 10/01/2003
WMMJ-FM 1987 A 2.9 146.0 102.3 MHz 10/01/2003
WKYS-FM 1995 B 24.0 215.0 93.9 MHz 10/01/2003
WYCB-AM 1998 C 1.0 50.9 1340 kHz 10/01/2003
Baltimore WWIN-AM 1992 C 1.0 61.0 1400 kHz 10/01/2003
WWIN-FM 1992 A 3.0 91.0 95.9 MHz 10/01/2003
WOLB-AM 1993 D 1.0 85.4 1010 kHz 10/01/2003
WERQ-FM 1993 B 37.0 174.0 92.3 MHz 10/01/2003
Atlanta WHTA-FM 1999 C3 7.9 175.0 97.5 MHz 04/01/2004
WAMJ-FM 1999 C3 25.0 98.0 107.5 MHz 04/01/2004
Philadelphia WPHI-FM 1997 A 0.3(/1/) 305.0 103.9 MHz 08/01/2006
Detroit WDTJ-FM 1998 B 20.0 221.0 105.9 MHz 10/01/2004
WCHB-AM 1998 B 25.0 49.4 1200 kHz 10/01/2004
WJZZ-AM 1998 D 50.0(/2/) 59.7 1210 kHz 10/01/2004
WDMK-FM 1998 B 50.0 152.0 102.7 MHz 10/01/2004
St. Louis WFUN-FM 1999 A 6.0(/3/) 100.0 95.5 MHz 12/01/2003
Cleveland WERE-AM 1999 B 5.0 128.0 1300 kHz 10/01/2004
WENZ-FM 1999 B 16.0 272.0 107.9 MHz 10/01/2004
Richmond WDYL-FM 1999 A 6.0 100.0 101.1 MHz 10/01/2003
WKJS-FM 1999 C1 100.0 299.0 104.7 MHz 10/01/2003
WARV-FM 1999 A 4.7 113.0 100.3 MHz 10/01/2003
WCDX-FM (pending) B1 4.5 235.0 92.1 MHz 10/01/2003
WPLZ-FM (pending) A 6.0 100.0 99.3 MHz 10/01/2003
WJRV-FM (pending) A 2.3 162.0 105.7 MHz 10/01/2003
WGCV-AM (pending) C 1.0 122.0 1240 kHz 10/01/2003
Boston WBOT-FM 1999 A(/4/) 2.7 150.0 97.7 MHZ 04/01/2006
</TABLE>
- --------
(/1/) WPHI-FM operates with facilities equivalent to 3 kW at 100 meters.
(/2/) WJZZ-AM ceased broadcast operations on October 12, 1999.
(/3/) WFUN-FM is authorized to upgrade to a Class C3 facility. WFUN-FM ceased
broadcast operations on June 4, 1999.
(/4/) WBOT-FM ceased broadcast operations on October 1, 1999.

Ownership Matters. The Communications Act requires prior approval of the FCC
for the assignment of a broadcast license or the transfer of control of a
corporation or other entity holding a license. In determining whether to
approve an assignment of a radio broadcast license or a transfer of control of
a broadcast licensee, the FCC considers, among other things:

. the financial and legal qualifications of the prospective assignee or
transferee, including compliance with FCC restrictions on non-U.S.
citizen or entity ownership and control;

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<PAGE>

. compliance with FCC rules limiting the common ownership of certain
"attributable" interests in broadcast and newspaper properties;

. the history of compliance with FCC operating rules; and

. the "character" qualifications of the transferee or assignee and the
individuals or entities holding "attributable" interests in them.

To obtain the FCC's prior consent to assign or transfer a broadcast license,
appropriate applications must be filed with the FCC. If the application to
assign or transfer the license involves a substantial change in ownership or
control of the licensee, for example, the transfer or acquisition of more than
50% of the voting stock, the application must be placed on public notice for a
period of 30 days during which petitions to deny the application may be filed
by interested parties, including members of the public. Informal objections may
be filed any time until the FCC acts upon the application. If an assignment
application does not involve new parties, or if a transfer of control
application does not involve a "substantial change" in ownership or control, it
is a pro forma application, which is not subject to the public notice and 30-
day petition to deny procedure. The pro forma application is nevertheless
subject to informal objections that may be filed any time until the FCC acts on
the application. If the FCC grants an assignment or transfer application,
interested parties have 30 days from public notice of the grant to seek
reconsideration of that grant. The FCC usually has an additional ten days to
set aside such grant on its own motion. When ruling on an assignment or
transfer application, the FCC is prohibited from considering whether the public
interest might be served by an assignment or transfer to any party other than
the assignee or transferee specified in the application.

Under the Communications Act, a broadcast license may not be granted to or
held by any corporation that has more than 20% of its capital stock owned or
voted by non-U.S. citizens or entities or their representatives, by foreign
governments or their representatives, or by non-U.S. corporations. Furthermore,
the Communications Act provides that no FCC broadcast license may be granted to
or held by any corporation directly or indirectly controlled by any other
corporation of which more than 25% of its capital stock is owned of record or
voted by non-U.S. citizens or entities or their representatives, or foreign
governments or their representatives or by non-U.S. corporations, if the FCC
finds the public interest will be served by the refusal or revocation of such
license. These restrictions apply in modified form to other forms of business
organizations, including partnerships and limited liability companies. Thus,
the licenses for Radio One's stations could be revoked if more than 25% of
Radio One's outstanding capital stock is issued to or for the benefit of non-
U.S. citizens.

The FCC generally applies its other broadcast ownership limits to
"attributable" interests held by an individual, corporation, partnership or
other association or entity, including limited liability companies. In the case
of a corporation holding broadcast licenses, the interests of officers,
directors and those who, directly or indirectly have the right to vote five
percent or more of the stock of a licensee corporation are generally deemed
attributable interests, as are positions as an officer or director of a
corporate parent of a broadcast licensee. The FCC treats all partnership
interests as attributable, except for those limited partnership interests that
under FCC policies are considered "insulated" from "material involvement" in
the management or operation of the media-related activities of the partnership.
The FCC currently treats limited liability companies like limited partnerships
for purposes of attribution. Stock interests held by insurance companies,
mutual funds, bank trust departments and certain other passive investors that
hold stock for investment purposes only become attributable with the ownership
of 10% or more of the voting stock of the corporation holding broadcast
licenses. Effective as of November 16, 1999, however, stock interests of
passive investors will be attributable only if the interest exceeds 20% of the
voting stock of the corporation holding broadcast licenses.

To assess whether a voting stock interest in a direct or an indirect parent
corporation of a broadcast licensee is attributable, the FCC uses a
"multiplier" analysis in which non-controlling voting stock interests are
deemed proportionally reduced at each non-controlling link in a multi-
corporation ownership chain. A time

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<PAGE>

brokerage agreement with another radio station in the same market creates an
attributable interest in the brokered radio station as well for purposes of the
FCC's local radio station ownership rules, if the agreement affects more than
15% of the brokered radio station's weekly broadcast hours.

Debt instruments, non-voting stock, options and warrants for voting stock
that have not yet been exercised, insulated limited partnership interests where
the limited partner is not "materially involved" in the media-related
activities of the partnership, and minority voting stock interests in
corporations where there is a single holder of more than 50% of the outstanding
voting stock whose vote is sufficient to affirmatively direct the affairs of
the corporation, generally do not subject their holders to attribution.

However, the FCC recently adopted a new rule, known as the equity-debt-plus
or EDP rule that causes certain creditors or investors to be attributable
owners of a station, regardless of whether there is a single majority
shareholder or other applicable exception to the FCC's attribution rules. Under
this new rule, which becomes effective November 16, 1999, a major programming
supplier or a same-market media entity will be an attributable owner of a
station if the supplier or same-market media entity holds debt or equity, or
both, in the station that is greater than 33% of the value of the station's
total debt plus equity. For purposes of the EDP rule, equity includes all
stock, whether voting or nonvoting, and equity held by insulated limited
partners in limited partnerships. Debt includes all liabilities, whether long-
term or short-term. A major programming supplier includes any programming
supplier that provides more than 15% of the station's weekly programming hours.
A same-market media entity includes any holder of an attributable interest in a
media company, including broadcast stations, cable television and newspapers,
located in the same market as the station, but only if the holder's interest is
attributable under an FCC attribution rule other than the EDP rule. The FCC's
rules also specify other exceptions to these general principles for
attribution.

Communications Act and FCC rules generally restrict ownership, operation or
control of, or the common holding of attributable interests in:

. radio broadcast stations above certain limits servicing the same local
market;

. radio broadcast stations and television broadcast stations servicing the
same local market; and

. a radio broadcast station and a daily newspaper serving the same local
market.

These rules include specific signal contour overlap standards to determine
compliance, and the FCC defined market will not necessarily be the same market
used by Arbitron, Neilsen or other surveys, or for purposes of the HSR Act.
Under these "cross-ownership" rules, we, absent waivers, would not be permitted
to own a radio broadcast station and acquire an attributable interest in any
daily newspaper in the same market where we then owned any radio broadcast
station. Our stockholders, officers or directors, absent a waiver, may not hold
an attributable interest in a daily newspaper in those same markets.

The FCC's existing rules provide for the liberal grant of waiver of the rule
prohibiting common ownership of radio and television stations in the same
geographic market in the top 25 television markets if certain conditions are
satisfied. As of November 16, 1999, the FCC's newly revised radio/television
cross-ownership rule becomes effective. Under the revised radio/television
cross-ownership rule, a single owner may own up to two television stations,
consistent with the FCC's rules on common ownership of television stations,
together with one radio station in all markets. In addition, an owner will be
permitted to own additional radio stations, not to exceed the local ownership
limits for the market, as follows:

. In markets where 20 media voices will remain, an owner may own an
additional five radio stations, or, if the owner only has one television
station, an additional six radio stations; and

. In markets where 10 media voices will remain, an owner may own an
additional three radio stations.

A "media voice" includes each independently-owned and operating full power
television and radio station and each daily newspaper that has a circulation
exceeding 5% of the households in the market, plus one voice for all cable
television systems operating in the market.

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Although current FCC nationwide radio broadcast ownership rules allow one
entity to own, control or hold attributable interests in an unlimited number of
FM radio stations and AM radio stations nationwide, the Communications Act and
the FCC's rules limit the number of radio broadcast stations in local markets
in which a single entity may own an attributable interest as follows:

. In a radio market with 45 or more commercial radio stations, a party may
own, operate or control up to eight commercial radio stations, not more
than five of which are in the same service (AM or FM).

. In a radio market with between 30 and 44 (inclusive) commercial radio
stations, a party may own, operate or control up to seven commercial
radio stations, not more than four of which are in the same service (AM
or FM).

. In a radio market with between 15 and 29 (inclusive) commercial radio
stations, a party may own, operate or control up to six commercial radio
stations, not more than four of which are in the same service (AM or
FM).

. In a radio market with 14 or fewer commercial radio stations, a party
may own, operate or control up to five commercial radio stations, not
more than three of which are in the same service (AM or FM), except that
a party may not own, operate, or control more than 50 percent of the
radio stations in such market.

The FCC staff has notified the public of its intention to review
transactions that comply with these numerical ownership limits but that might
involve undue concentration of market share.

Under its "cross-interest" policy, the FCC has considered "meaningful"
relationships among competing media outlets that serve "substantially the same
area" even if the FCC's ownership rules do not specifically prohibit the
relationship. Under this policy the FCC has considered whether to prohibit one
party from holding an attributable interest and a substantial non-attributable
interest (including non-voting stock, limited partnership and limited liability
company interests) in a media outlet in the same market, or from entering into
a joint venture or having common key employees with competitors. The FCC,
however, has determined that the recently adopted EDP rule addresses many of
the competitive concerns previously encompassed by its "cross-interest" policy.
As a result, effective November 16, 1999, the FCC has eliminated its "cross-
interest" policy. Nevertheless, the FCC has retained discretion to review
individual cases that present unusual cross-interest relationships on a case-
by-case basis.

Because of these multiple and cross-ownership rules, if a stockholder,
officer or director of Radio One holds an "attributable" interest in Radio One,
such stockholder, officer or director may violate the FCC's rules if such
person or entity also holds or acquires an attributable interest in other
television, radio stations or daily newspapers, depending on their number and
location. If an attributable stockholder, officer or director of Radio One
violates any of these ownership rules, we may be unable to obtain from the FCC
one or more authorizations needed to conduct our radio station business and may
be unable to obtain FCC consents for certain future acquisitions. As of
September 30, 1999, no single stockholder held more than 50% of the total
voting power of our common stock.

Programming and Operations. The Communications Act requires broadcasters to
serve the "public interest." Since the late 1980s, the FCC has relaxed or
eliminated many of the more formalized procedures it developed to promote the
broadcast of certain types of programming responsive to the needs of a radio
station's community of license. Nevertheless, a broadcast licensee continues to
be required to present programming in response to community problems, needs and
interests and to maintain certain records demonstrating its responsiveness. The
FCC will consider complaints from listeners about a broadcast station's
programming when it evaluates the licensee's renewal application, but
listeners' complaints also may be filed and considered at any time. Stations
also must pay regulatory and application fees, and follow various FCC rules
that regulate, among other things, political advertising, the broadcast of
obscene or indecent programming, sponsorship identification, the broadcast of
contests and lotteries and technical operation.

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<PAGE>

The FCC has always required that licensees not discriminate in hiring
practices, develop and implement programs designed to promote equal employment
opportunities and submit reports to the FCC on these matters annually and in
connection with each license renewal application. The FCC's employment rules,
as they related to outreach efforts for recruitment of minorities, however,
were struck down as unconstitutional by the U.S. Court of Appeals for the D.C.
Circuit. The FCC has proposed revising the rules to adopt outreach efforts that
are constitutional.

The FCC rules also prohibit a broadcast licensee from simulcasting more than
25% of its programming on another radio station in the same broadcast service
(that is, AM/AM or FM/FM). The simulcasting restriction applies if the licensee
owns both radio broadcast stations or owns one and programs the other through a
local marketing agreement, provided that the contours of the radio stations
overlap in a certain manner.

From time to time, complaints may be filed against Radio One's radio
stations alleging violations of these or other rules. In addition, the FCC
recently has proposed to establish a system of random audits to ensure and
verify licensee compliance with FCC rules and regulations. Failure to observe
these or other rules and policies can result in the imposition of various
sanctions, including fines or conditions, the grant of "short" (less than the
maximum eight year) renewal terms or, for particularly egregious violations,
the denial of a license renewal application or the revocation of a license.

Local Marketing Agreements. Often radio stations enter into LMAs or time
brokerage agreements. These agreements take various forms. Separately owned and
licensed radio stations may agree to function cooperatively in programming,
advertising sales and other matters, subject to compliance with the antitrust
laws and the FCC's rules and policies, including the requirement that the
licensee of each radio station maintain independent control over the
programming and other operations of its own radio station. One type of time
brokerage agreement is a programming agreement between two separately owned
radio stations that serve a common service area whereby the licensee of one
radio station programs substantial portions of the broadcast day of the other
licensee's radio station, subject to ultimate control by the radio station
licensee, and sells advertising time during these program segments. The FCC has
held that such agreements do not violate the Communications Act as long as the
licensee of the radio broadcast station that is being substantially programmed
by another entity (1) remains ultimately responsible for, and maintains control
over, the operation of its radio station, and (2) otherwise ensures the radio
station's compliance with applicable FCC rules and policies.

A radio broadcast station that brokers time on another radio broadcast
station or enters into a time brokerage agreement with a radio broadcast
station in the same market will be considered to have an attributable ownership
interest in the brokered radio station for purposes of the FCC's local
ownership rules if the time brokerage arrangement covers more than 15% of the
brokered station's weekly broadcast hours. As a result, a radio broadcast
station may not enter into a time brokerage agreement that allows it to program
more than 15% of the broadcast time, on a weekly basis, of another local radio
broadcast station that it could not own under the FCC's local multiple
ownership rules. Effective November 16, 1999, the FCC has revised this rule so
that the attribution for radio time brokerage agreements will apply for all of
the FCC's multiple ownership rules applicable to radio stations (daily
newspaper/radio cross-ownership and radio/television cross-ownership) and not
only the local radio ownership rules. Also, as described above, FCC rules
prohibit a radio broadcast station from simulcasting more than 25% of its
programming on another radio broadcast station in the same broadcast service
(that is, AM/AM or FM/FM) where the two radio stations serve substantially the
same geographic area, whether the licensee owns both radio stations or owns one
radio station and programs the other through a time brokerage agreement. Thus
far, the FCC has not considered what relevance, if any, a time brokerage
agreement may have upon its evaluation of a licensee's performance at renewal
time.

Joint Sales Agreements. Over the past few years, a number of radio stations
have entered into cooperative arrangements commonly known as joint sales
agreements or JSAs. While these agreements may take varying forms, under the
typical JSA, a station licensee obtains, for a fee, the right to sell
substantially all

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of the commercial advertising on a separately-owned and licensed station in the
same market. The typical JSA also customarily involves the provision by the
selling party of certain sales, accounting and services to the station whose
advertising is being sold. The typical JSA is distinct from a local marketing
agreement in that a JSA normally does not involve programming.

The FCC has determined that issues of joint advertising sales should be left
to enforcement by antitrust authorities, and therefore does not generally
regulate joint sales practices between stations. Currently, stations for which
another licensee sells time under a JSA are not deemed by the FCC to be an
attributable interest of that licensee.

RF Radiation. In 1985, the FCC adopted rules based on a 1982 American
National Standards Institute ("ANSI") standard regarding human exposure to
levels of radio frequency ("RF") radiation. These rules require applicants for
renewal of broadcast licenses or modification of existing licenses to inform
the FCC at the time of filing such applications whether an existing broadcast
facility would expose people to RF radiation in excess of certain limits. In
1992, ANSI adopted a new standard for RF exposure that, in some respects, was
more restrictive in the amount of environmental RF exposure permitted. The FCC
has since adopted more restrictive radiation limits which became effective
October 15, 1997, and which are based in part on the revised ANSI standard.

Digital Audio Radio Service. The FCC allocated spectrum to a new technology,
digital audio radio service ("DARS"), to deliver satellite-based audio
programming to a national or regional audience and issued regulations for a
DARS service in early 1997. DARS may provide a medium for the delivery by
satellite or terrestrial means of multiple new audio programming formats with
compact disc quality sound to local and national audiences. The nationwide
reach of satellite DARS could allow niche programming aimed at diverse
communities that Radio One is targeting. It is not known at this time whether
this technology also may be used in the future by existing radio broadcast
stations either on existing or alternate broadcasting frequencies. Two
companies that hold licenses for authority to offer multiple channels of
digital, satellite-delivered S-Band aural services could compete with
conventional terrestrial radio broadcasting. The licensees will be permitted to
sell advertising and lease channels in these media. The FCC's rules require
that these licensees launch and begin operating at least one space station by
2001 and be fully operational by 2003.

The FCC has established a new Wireless Communications Service ("WCS") in the
2305-2320 and 2345-2360 MHz bands (the "WCS Spectrum") and awarded licenses.
Licensees are generally permitted to provide any fixed, mobile, radio location
services, or digital satellite radio service using the WCS Spectrum.
Implementation of DARS would provide an additional audio programming service
that could compete with Radio One's radio stations for listeners, but the
effect upon Radio One cannot be predicted.

These satellite radio services use technology that may permit higher sound
quality than is possible with conventional AM and FM terrestrial radio
broadcasting.

Low Power Radio Broadcast Service. The FCC recently adopted a Notice of
Proposed Rulemaking seeking public comment on a proposal to establish two
classes of a low power radio service both of which would operate in the
existing FM radio band: a primary class with a maximum operating power of 1 kW
and a secondary class with a maximum power of 100 watts. These proposed low
power radio stations would have limited service areas of 8.8 miles and 3.5
miles, respectively. The FCC also has sought public comment on the advisability
of establishing a very low power secondary "microbroadcasting" service with a
maximum power limit of one to ten watts. These "microradio" stations would have
a service radius of only one to two miles. The service would target "niche
markets" and be possibly supported by advertising revenue. Existing licensees,
like Radio One, could be prohibited from owning or having a relationship with
these new stations. Implementation of a low power radio service or
microbroadcasting would provide an additional audio programming service that
could compete with Radio One's radio stations for listeners, but the effect
upon Radio One cannot be predicted.

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<PAGE>

Subsidiaries and Related Entities

Radio One has title to most of the assets used in the operations of our
radio stations. The FCC licenses for the radio stations in all cases are or
will be held by direct or indirect wholly-owned subsidiaries of Radio One. In
the case of all of the Baltimore stations, three of the Washington, D.C.
stations, the Philadelphia station, the St. Louis station, the Cleveland
stations and the Richmond stations, the FCC licenses are or will be held by
Radio One Licenses, Inc., a Delaware corporation and a wholly-owned Restricted
Subsidiary of Radio One. Radio One Licenses, Inc. holds no other material
assets. WYCB Acquisition Corporation, a Delaware corporation and a wholly-owned
Unrestricted Subsidiary, holds title to all of the outstanding capital stock of
BHI, a District of Columbia corporation and an Unrestricted Subsidiary. The FCC
licenses for WYCB-AM are held by BHI which also holds the assets used in the
operation of that station. Bell Broadcasting, a Michigan corporation and a
wholly-owned Restricted Subsidiary, holds the assets used in the operation of
WCHB-AM, WDTJ-FM and WJZZ-AM. Bell Broadcasting holds title to all of the
outstanding capital stock of Radio One of Detroit, Inc., a Delaware corporation
and a Restricted Subsidiary. The FCC licenses for WCHB-AM, WDTJ-FM and WJZZ-AM
are held by Radio One of Detroit, Inc. Radio One of Detroit, Inc. holds no
other material assets.

Allur-Detroit, a Delaware corporation and a wholly-owned Restricted
Subsidiary, holds the assets used in the operation of station WDMK-FM. Allur-
Detroit holds title to all of the outstanding capital stock of Allur Licenses,
Inc., a Delaware corporation and a Restricted Subsidiary. The FCC licenses for
WDMK-FM are held by Allur Licenses, Inc. Allur Licenses, Inc. holds no other
material assets.

ROA, a Delaware corporation and a wholly-owned Restricted Subsidiary, holds
the assets used in the operation of station WHTA-FM and some assets used in the
operation of station WAMJ-FM. ROA holds title to all of the outstanding capital
stock of ROA Licenses, Inc., a Delaware corporation and a Restricted
Subsidiary. The FCC licenses for WHTA-FM are held by ROA Licenses, Inc. ROA
Licenses, Inc. holds no other material assets. Dogwood, a Delaware corporation
and a wholly-owned Restricted Subsidiary, owns some of the assets used in the
operation of station WAMJ-FM and all of the outstanding capital stock of
Dogwood Licenses, Inc., a Delaware corporation and a Restricted Subsidiary. The
FCC licenses for WAMJ-FM are held by Dogwood Licenses, Inc. Dogwood Licenses,
Inc., holds no other material assets.

Employees

As of September 30, 1999, we employed approximately 600 people. Our
employees are not unionized. We have not experienced any work stoppages and
believe relations with our employees are satisfactory. Each radio station has
its own on-air personalities and clerical staff. However, in an effort to
control broadcast and corporate expenses, we centralize certain radio station
functions by market location. For example, in each of our markets we employ one
General Manager who is responsible for all of our radio stations located in
such market and our Vice President of Programming oversees programming for all
of our urban-oriented FM radio stations.

Legal Proceedings

We are involved from time to time in various routine legal and
administrative proceedings and threatened legal and administrative proceedings
incidental to the ordinary course of our business. We believe the resolution of
such matters will not have a material adverse effect on our business, financial
condition or results of operations.

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MANAGEMENT

Directors, Executive Officers and Other Significant Personnel

The names, ages and positions of the directors, executive officers and other
significant personnel of Radio One are set forth in the table below. All
directors serve for the term for which they are elected or until their
successors are duly elected and qualified or until death, retirement,
resignation or removal.

<TABLE>
<CAPTION>
Age as of
Name 9/30/99 Position
---- --------- --------
<C> <C> <S>
Chairperson of the Board of Directors and
Catherine L. Hughes..... 52 Secretary
Chief Executive Officer, President,
Alfred C. Liggins, III.. 34 Treasurer, and Director
Executive Vice President and Chief
Scott R. Royster........ 35 Financial Officer
Mary Catherine Sneed.... 48 Chief Operating Officer
Linda J. Eckard......... 42 General Counsel and Assistant Secretary
Steve Hegwood........... 38 Vice President of Programming
Leslie J. Hartmann...... 37 Corporate Controller
Terry L. Jones.......... 52 Director
Brian W. McNeill........ 43 Director
Larry D. Marcus......... 50 Director
</TABLE>

Ms. Hughes has been Chairperson of the board of directors and Secretary of
Radio One since 1980, and was Chief Executive Officer of Radio One from 1980 to
1997. She was one of the founders of Radio One's predecessor company in 1980.
Since 1980, Ms. Hughes has worked in various capacities for Radio One including
President, General Manager, General Sales Manager and talk show host. She began
her career in radio as General Sales Manager of WHUR-FM, the Howard University-
owned, urban-contemporary radio station. Ms. Hughes is also the mother of Mr.
Liggins, Radio One's Chief Executive Officer, President, Treasurer and
director.

Mr. Liggins has been Chief Executive Officer since 1997, and President,
Treasurer and a director of Radio One since 1989. Mr. Liggins joined Radio One
in 1985 as an Account Manager at WOL-AM. In 1987, he was promoted to General
Sales Manager and promoted again in 1988 to General Manager overseeing Radio
One's Washington, D.C. operations. After becoming President, Mr. Liggins
engineered Radio One's expansion into other markets. Mr. Liggins is a graduate
of the Wharton School of Business/Executive M.B.A. Program. Mr. Liggins is the
son of Ms. Hughes, Radio One's Chairperson and Secretary.

Mr. Royster has been Executive Vice President of Radio One since 1997 and
Chief Financial Officer of Radio One since 1996. Prior to joining Radio One, he
served as an independent consultant to Radio One. From 1995 to 1996, Mr.
Royster was a principal at TSG Capital Group, LLC, a private equity investment
firm located in Stamford, Connecticut, which has been an investor in Radio One
since 1987. Mr. Royster has also served as an associate and later a principal
at Capital Resource Partners from 1992 to 1995, a private capital investment
firm in Boston, Massachusetts. Mr. Royster is a graduate of Duke University and
Harvard Business School.

Ms. Sneed has been Radio One's Chief Operating Officer since January 1998
and General Manager of ROA since 1995. Prior to joining Radio One, she held
various positions with Summit Broadcasting including Executive Vice President
of the Radio Division, and Vice President of Operations from 1992 to 1995.
Ms. Sneed is a graduate of Auburn University.

Ms. Eckard has been General Counsel of Radio One since January 1998 and
Assistant Secretary of Radio One since April 1999. Prior to joining Radio One
as General Counsel, Ms. Eckard represented Radio One as outside counsel from
July 1995 until assuming her current position. Ms. Eckard was a partner in the
Washington, D.C. office of Davis Wright Tremaine LLP, from August 1997 to
December 1997. Her practice focused on transactions and FCC regulatory matters.
Prior to joining Davis Wright Tremaine LLP, Ms. Eckard

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was a shareholder of Roberts & Eckard, P.C., a firm that she co-founded in
April 1992. Ms. Eckard is a graduate of Gettysburg College, the National Law
Center at George Washington University and the University of Glasgow. Ms.
Eckard is admitted to the District of Columbia Bar and the Bar of the United
States Supreme Court.

Mr. Hegwood has been the Vice President of Programming for Radio One and
Program Director of WKYS-FM since 1995. From 1990 to 1995, Mr. Hegwood was
Program Director of WJLB-FM in Detroit, Michigan.

Ms. Hartmann has been Controller of Radio One since 1997. Prior to joining
Radio One, she served as Vice President and Market Controller for Bonneville
International Corporation in Phoenix, Arizona from 1991 to 1997. Ms. Hartmann
is a graduate of the University of California and has an M.B.A. degree from the
University of Phoenix.

Mr. Jones has been a director of Radio One since 1995. Since 1990, Mr. Jones
has been President of Syndicated Communications, Inc. ("Syncom I"), a
communications venture capital investment company, and its wholly owned
subsidiary, Syncom. He joined Syncom I in 1978 as a Vice President. Mr. Jones
serves in various capacities, including director, president, general partner
and vice president, for various other entities affiliated with Syncom I. He
also serves on the board of directors of the National Association of Investment
Companies, Delta Capital Corporation, Sun Delta Capital Access Center and the
Southern African Enterprise Development Fund. Mr. Jones earned his B.S. degree
from Trinity College, his M.S. from George Washington University and his M.B.A.
from Harvard Business School.

Mr. McNeill has been a director of Radio One since 1995. Since 1986, Mr.
McNeill has been a General Partner of Burr, Egan, Deleage & Co., a major
private equity firm which specializes in investments in the communications and
technology industries. He has served as a director in many private radio and
television broadcasting companies such as Tichenor Media Systems, OmniAmerica
Group, Panache Broadcasting and Shockley Communications. From 1979 to 1986, he
worked at the Bank of Boston where he started and managed that institution's
broadcast lending group. Mr. McNeill is a graduate of Holy Cross College and
earned an M.B.A. from the Amos Tuck School at Dartmouth College.

Mr. Marcus became a director of Radio One in April 1999. Mr. Marcus is
currently President of Peak Media L.L.C., which is the sole management member
of Peak Media Holdings L.L.C., the owner of a television station in Johnstown,
Pennsylvania, and the operator under a time brokerage agreement of a television
station in Altoona, Pennsylvania. He is also an officer and director of Better
Communications, Inc., a general partner of the owner of two television stations
in Indiana. In 1989, Mr. Marcus became the Chief Financial Officer of River
City Broadcasting, licensee of ten television stations and thirty-four radio
stations located in medium to large markets. River City Broadcasting was sold
to Sinclair Broadcasting in 1996. Mr. Marcus is also a director of Citation
Computer Systems, Inc., a publicly traded NASDAQ company. Mr. Marcus is a
graduate of City College of New York.

Committees of the Board of Directors

The board of directors has formed an Audit Committee and a Compensation
Committee whose members are Mr. Jones and Mr. McNeill, neither of whom is an
employee of Radio One.

Compensation of Directors and Executive Officers

Compensation of Directors

Our non-officer directors are reimbursed for all out-of-pocket expenses
related to meetings attended. In addition, Mr. Marcus receives an annual
stipend of $24,000. Our other non-officer directors receive no additional
compensation for their services as directors. Our officers who serve as
directors do not receive compensation for their services as directors other
than the compensation they receive as officers of Radio One.

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Compensation of Executive Officers

The following information relates to compensation of our Chief Executive
Officer and each of our most highly compensated executive officers (the "Named
Executives") for the fiscal years ended December 31, 1998, 1997 and 1996 (as
applicable):

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation
------------------------- All Other
Name and Principal Positions Year Salary Bonus Compensation
- ---------------------------- ---- -------- -------- ------------
<S> <C> <C> <C> <C>
Catherine L. Hughes.................... 1998 $225,000 $100,000 $ 3,232
Chairperson of the Board of Directors
and Secretary 1997 193,269 50,000 3,050
1996 150,000 31,447 18,321
Alfred C. Liggins, III................. 1998 225,000 100,000 3,567
Chief Executive Officer, President,
Treasurer and Director 1997 193,269 50,000 3,125
1996 150,000 -- 19,486
Scott R. Royster....................... 1998 165,000 50,000 n/a
Executive Vice President and Chief
Financial Officer 1997 148,077 25,000 n/a
1996 55,577(1) -- n/a
Mary Catherine Sneed................... 1998 200,000 50,000 n/a
Chief Operating Officer
Linda J. Eckard........................ 1998 150,000 25,000 n/a
General Counsel
</TABLE>
- --------
(1) Mr. Royster provided consulting services for Radio One in July 1996 and
joined Radio One as an employee in August 1996. Disclosed compensation
represents consulting fees received by Mr. Royster and the portion of his
$125,000 annual salary paid during 1996.

Employment Agreements

Ms. Catherine L. Hughes Employment Agreement. We anticipate entering into a
three-year employment agreement with Ms. Hughes pursuant to which Ms. Hughes
will continue to serve as Radio One's Chairperson of the board of directors.
Ms. Hughes will receive an annual base salary of $250,000 effective January 1,
1999, subject to an annual increase of not less than 5%, and an annual cash
bonus at the discretion of the board of directors. We could incur severance
obligations under the expected terms of the employment agreement in the event
that Ms. Hughes's employment is terminated.

Mr. Alfred C. Liggins, III Employment Agreement. We anticipate entering into
a three-year employment agreement with Mr. Liggins pursuant to which Mr.
Liggins will continue to serve as Radio One's Chief Executive Officer and
President. Mr. Liggins will receive an annual base salary of $300,000 effective
January 1, 1999, subject to an annual increase of not less than 5%, and an
annual cash bonus at the discretion of the board of directors. Radio One could
incur severance obligations under the expected terms of the employment
agreement in the event that Mr. Liggins's employment is terminated.

Mr. Scott R. Royster Employment Agreement. We are party to a three-year
employment agreement with Mr. Royster pursuant to which Mr. Royster serves as
our Chief Financial Officer and Executive Vice President. Under the terms of
the employment agreement Mr. Royster receives an annual base salary of $200,000
effective January 1, 1999, subject to an annual increase of not less than 5%,
and an annual cash bonus at the discretion of the board of directors. Pursuant
to the employment agreement, Mr. Royster also received a one-time cash bonus of
$60,000 upon completion of our initial public offering in May 1999. Mr. Royster
has also received a one-time restricted stock award of 51,194 shares of our
class C common stock and an option to purchase 18,646 shares of our class A
common stock at an exercise price of $24.00 per share (subject to certain
adjustments). Twenty-five percent of the stock granted pursuant to the stock
award vested on the date of grant;

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<PAGE>

the remaining stock will vest in equal increments every month beginning
February 28, 1999 and ending December 31, 2001. The options will vest in equal
monthly increments during the term of the employment agreement beginning May
31, 1999. We could incur severance obligations under the expected terms of the
employment agreement in the event that Mr. Royster's employment is terminated.

Ms. Mary Catherine Sneed Employment Agreement. We are party to an employment
agreement with Ms. Sneed pursuant to which she was hired to serve as Radio
One's Chief Operating Officer. The employment agreement provides that Ms. Sneed
will receive an annual base salary of $220,000 and an annual cash bonus of up
to $50,000, contingent upon the satisfaction of certain performance criteria.
We could incur certain severance obligations under the employment agreement in
the event that Ms. Sneed's employment is terminated. If, during the term of the
employment agreement, we terminate Ms. Sneed's employment without just cause or
following a change of control of Radio One, Ms. Sneed will continue to receive
her base salary for a period of twelve months, during the first six months of
which she will be subject to certain non-compete restrictions.

Ms. Linda J. Eckard Employment Agreement. We anticipate entering into an
employment agreement with Ms. Eckard pursuant to which Ms. Eckard will continue
to serve as our General Counsel. Under the expected terms of the employment
agreement, Ms. Eckard will receive an annual base salary of $175,000 effective
January 1, 1999, subject to an annual increase of not less than 5%, an annual
cash bonus at the discretion of the board of directors. Ms. Eckard received a
one-time cash bonus of $40,000 upon completion of our initial public offering
in May 1999. Ms. Eckard also received an option to purchase 31,077 shares of
our class A common stock at an exercise price of $24.00 per share (subject to
certain adjustments). We could incur severance obligations under the expected
terms of the employment agreement in the event that Ms. Eckard's employment is
terminated.

401(k) Plan

We adopted a defined contribution 401(k) savings and retirement plan
effective August 1, 1994. Employees are eligible to participate after
completing 90 days of service and attaining age 21. Participants may contribute
up to 15% of their gross compensation subject to certain limitations.

Stock Option Plan

On March 10, 1999, we adopted an option plan designed to provide incentives
relating to equity ownership to present and future executive, managerial and
other key employees, directors and consultants of Radio One and our
subsidiaries as may be selected in the sole discretion of the board of
directors. The option plan provides for the granting to participants of stock
options and restricted stock grants as the Compensation Committee of the board
of directors, or such other committee of the board of directors as the board of
directors may designate (the "Committee") deems to be consistent with the
purposes of the option plan. An aggregate of 1,408,100 shares of common stock
have been reserved for issuance under the option plan. The option plan affords
Radio One latitude in tailoring incentive compensation for the retention of key
personnel, to support corporate and business objectives, and to anticipate and
respond to a changing business environment and competitive compensation
practices. As of September 30, 1999, we have granted options to purchase
207,204 shares of class A common stock having a weighted average exercise price
of $24.00 per share.

The Committee has exclusive discretion to select the participants, to
determine the type, size and terms of each award, to modify the terms of
awards, to determine when awards will be granted and paid, and to make all
other determinations which it deems necessary or desirable in the
interpretation and administration of the option plan. The option plan
terminates ten years from the date that the option plan was approved and
adopted by the stockholders of Radio One. Generally, a participant's rights and
interest under the option plan are not transferable except by will or by the
laws of descent and distribution.

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<PAGE>

Options, which include non-qualified stock options and incentive stock
options, are rights to purchase a specified number of shares of common stock at
a price fixed by the Committee. The option price may be less than, equal to or
greater than the fair market value of the underlying shares of common stock,
but in no event will the exercise price of an incentive stock option be less
than the fair market value on the date of grant. Options will expire not later
than ten years after the date on which they are granted. Options will become
exercisable at such times and in such installments as the Committee shall
determine. Upon termination of a participant's employment with Radio One,
options that are not exercisable will be forfeited immediately and Options that
are exercisable will be forfeited on the ninetieth day following such
termination unless exercised by the participant. Payment of the option price
must be made in full at the time of exercise in such form (including, but not
limited to, cash or common stock of Radio One) as the Committee may determine.

Grants are awards of restricted common stock at no cost to participants and
are generally subject to vesting provisions as determined by the Committee.
Upon termination of a participant's employment with Radio One, grants that are
not vested will be forfeited immediately.

In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of Radio One, the
Committee will make any adjustments it deems appropriate in the number and kind
of shares reserved for issuance upon the exercise of options and vesting of
grants under the option plan and in the exercise price of outstanding options.

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<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mableton Option

Mr. Liggins, the Chief Executive Officer and President of Radio One, has a
right, which he obtained in 1995, (the "Mableton Option") to acquire an
interest in a construction permit for an FM radio station licensed to Mableton,
Georgia (the "Mableton Station") which is in the Atlanta MSA. Mr. Liggins and
the principals of Syncom, Herbert P. Wilkins, Terry L. Jones and Duane
McKnight, have reached an agreement to provide initial funding to satisfy the
requirements of the Mableton Option. Syncom has provided this funding, a
portion of which will be reimbursed to Syncom by Mr. Liggins. Terry L. Jones is
also a member of Radio One's board of directors. Mr. Liggins has also proposed
that Radio One, most likely through ROA, enter into an LMA with respect to the
Mableton Station, or otherwise participate in the operations and financing of
the Mableton Station. Any such arrangement will be on terms at least as
favorable to Radio One as any such transaction with an unaffiliated third
party.

Office Lease

We lease office space located at 100 St. Paul Street, Baltimore, Maryland
from Chalrep Limited Partnership, a limited partnership controlled by Ms.
Hughes and Mr. Liggins. The annual rent for the office space is $152,400. We
believe that the terms of this lease are not materially different than if the
agreement were with an unaffiliated third party.

Music One, Inc.

Ms. Hughes and Mr. Liggins own a music company called Music One, Inc. We
sometimes engage in promoting the recorded music product of Music One, Inc. We
estimate that the dollar value of such promotion is nominal.

Allur-Detroit

Allur-Detroit leases the transmitter site for WDMK-FM from American
Signalling Corporation for approximately $72,000 per year. American Signalling
Corporation is a wholly-owned subsidiary of Syncom Venture Partners. We believe
that the terms of this lease are not materially different than if the agreement
were with an unaffiliated third party.

XM Satellite, Inc.

Radio One and XM Satellite Radio, Inc. have entered into a Programming
Partner Agreement whereby we will provide programming to XM Satellite Radio,
Inc. for distribution over satellite-delivered channels. Worldspace, Inc. held
20% of the stock of XM Satellite Radio, Inc. Syncom Venture Partners owns
approximately 1.25% of the stock of Worldspace, Inc. Terry L. Jones, a director
of Radio One, is also a director of Worldspace, Inc.

Radio One of Atlanta, Inc.

On March 30, 1999, we acquired all of the outstanding capital stock of ROA.
ROA's stockholders included Alta Subordinated Debt Partners III, L.P. ("Alta"),
Syncom Venture Partners, and Alfred C. Liggins, III. Mr. Brian W. McNeill, a
general partner of Alta, is also a member of Radio One's board of directors.
Alta is one of the selling stockholders and will hold approximately % of the
class A common stock after completion of the offering. Terry L. Jones, a
general partner of the general partner of Syncom Venture Partners, is also a
member of Radio One's board of directors and is the President of Syncom and
Syncom I. Syncom will hold approximately % of the class A common stock after
completion of this offering.

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<PAGE>

Radio One issued approximately 3.3 million shares of common stock in
exchange for the outstanding capital stock of ROA. Alta, Syncom Venture
Partners and Mr. Liggins received a majority of such shares in exchange for
their shares in ROA. In connection with this transaction, Mr. Liggins was paid
a fee of approximately $1.2 million for arranging the acquisition. Also, as
part of this transaction, Radio One assumed and retired debt and accrued
interest of approximately $16.3 million of ROA and Dogwood. Of this amount,
approximately $12.0 million was paid to Allied Capital Corporation,
approximately $1.3 million was paid to Syncom Venture Partners, and
approximately $2.0 million was paid to Alta.

The board of directors authorized the formation of an ad-hoc committee to
oversee the valuation of ROA. The ad-hoc committee members were Catherine L.
Hughes of Radio One, Sanford Anstey of BancBoston Investments, Inc. and Dean
Pickerell of Medallion Capital, Inc. (formerly Capital Dimensions Venture Fund,
Inc.). The committee was comprised of members of the board of directors of, and
investors in, Radio One that did not have an interest in ROA.

The ad-hoc committee recommended approval of the acquisition of ROA based
upon its determination that the acquisition was fair to Radio One and its
stockholders.

Executive Officers' Loans

We have extended an unsecured loan to Mr. Liggins in the amount of $380,000,
which bears interest at an annual rate of 5.56% and is evidenced by a demand
promissory note. As of September 30, 1999, the aggregate outstanding principal
and interest amount on this loan was $405,798. The purpose of the loan was to
repay a loan that Mr. Liggins obtained from NationsBank, Texas, N.A. in 1997 to
purchase an additional interest in Radio One.

ROA has extended an unsecured loan to Mary Catherine Sneed, Chief Operating
Officer of Radio One, in the original amount of $262,539, which bears interest
at an annual rate of 5.56% and is evidenced by two demand promissory notes. As
of September 30, 1999, the aggregate outstanding principal and interest amount
on this loan was $270,514. The purpose of this loan was to pay Ms. Sneed's tax
liability with respect to incentive stock grants of ROA stock received by Ms.
Sneed.

We have extended an unsecured loan to Mr. Royster in the amount of $87,564,
which bears interest at an annual rate of 5.56% and is evidenced by a demand
promissory note. As of September 30, 1999, the aggregate outstanding principal
and interest on this loan was $88,787. The purpose of this loan was to pay
Mr. Royster's tax liability with respect to the restricted stock grant that we
made to Mr. Royster.

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<PAGE>

SELLING STOCKHOLDERS

The following table sets forth with respect to each of the selling
stockholders (1) the number of shares of class A common stock held by that
selling stockholder prior to the offering, (2) the number of shares of class A
common stock to be sold by that selling stockholder in the offering, (3) the
amount of class A common stock that the selling stockholder will hold after
completion of the offering, and (4) the percentage of the outstanding class A
common stock that the selling stockholder will hold after completion of the
offering, without giving effect to the exercise of the underwriters' over-
allotment option.

<TABLE>
<CAPTION>
Number of
Shares of
Number of Class A
Shares of Common
Number of Shares Class A Stock Held
of Class A Common After Percentage of Class A
Common Stock Stock to be Completion Common Stock Held
Name of Selling Held Prior to Sold in the of the After Completion of
Stockholder the Offering Offering Offering the Offering
- --------------- ---------------- ----------- ---------- ---------------------
<S> <C> <C> <C> <C>
BancBoston Investments, 437,833
Inc. ..................

Alta Subordinated Debt 491,618
Partners III, L.P......

Fulcrum Venture Capital 273,420
Corporation............
-------
Total
</TABLE>

67
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of October 22, 1999 and after giving effect
to this offering, but without giving effect to the exercise of the
underwriters' over-allotment option, by: (1) each person (or group of
affiliated persons) known by us to be the beneficial owner of more than five
percent of any class of common stock; (2) each Named Executive; (3) each of
our directors; (4) the selling stockholders; (5) all of our directors and
officers as a group. The number of shares of each class of common stock
excludes the shares of any other class of common stock issuable upon
conversion of that class of common stock. Unless otherwise indicated in the
footnotes below, each stockholder possesses sole voting and investment power
with respect to the shares listed. Information with respect to the beneficial
ownership of shares has been provided by the stockholders.

<TABLE>
<CAPTION>
Percent Percent
of Total of Total
Economic Voting
Common Stock Interest Power
-------------------------------------------------------- -------- --------
Class A Class B Class C
------------------ ------------------ ------------------
Number Percent Number Percent Number Percent
Name of Beneficial Owner of Shares of Class of Shares of Class of Shares of Class
- ------------------------ --------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Catherine L.
Hughes(/1/)............ 1,000 0.006% 851,536 29.6% 1,704,740 53.4% 11.6% 19.0%
c/o Radio One
5900 Princess Garden
Parkway
8th Floor
Lanham, Maryland 20706
Alfred C. Liggins,
III(/1/)............... 38,036 0.2 2,010,308 70.0 1,419,646 44.4 15.7 45.0
c/o Radio One
5900 Princess Garden
Parkway
8th Floor
Lanham, Maryland 20706
Scott R. Royster(/2/)... 5,627 0.04 -- -- 49,191 1.5 0.2 0.01
c/o Radio One
5900 Princess Garden
Parkway
8th Floor
Lanham, Maryland 20706
Linda J. Eckard(/3/).... 8,769 0.1 -- -- -- -- 0.04 0.02
c/o Radio One
5900 Princess Garden
Parkway
8th Floor
Lanham, Maryland 20706
Mary Catherine Sneed.... 230,922 1.4 -- -- -- -- 1.0 0.5
c/o Radio One
5900 Princess Garden
Parkway,
8th Floor,
Lanham, Maryland 20706
Terry L. Jones(/4/)..... 1,185,079 7.4 -- -- -- -- 5.4 2.6
c/o Syncom Capital
Corporation
8401 Colesville Road
Suite 300
Silver Spring, MD 20910
Brian W. McNeill(/5/)... 968,898 6.0 -- -- -- -- 4.4 2.2
c/o Burr, Egan, Deleage
& Co.
One Post Office Square,
Boston, MA 02109
Larry D. Marcus......... 2,500 0.02 -- -- -- -- 0.01 0.01
248 Gay Avenue
Clayton, MO 63105
Alta Subordinated Debt
Partners III, L.P...... 954,681 6.0 -- -- -- -- 4.3 2.1
c/o Burr, Egan, Deleage
& Co.
One Post Office Square
Boston, MA 02109
BancBoston Investments,
Inc.................... 437,910 2.7 -- -- -- -- 2.0 1.0
100 Federal Street
32nd Floor
Boston, MA 02110
Fulcrum Venture Capital
Corporation............ 273,420 1.7 -- -- -- -- 1.2 0.6
300 Corporate Point
Suite 380
Culver City, CA 90230
Syncom Capital
Corporation............ 1,026,861 6.4 -- -- -- -- 4.6 2.3
8401 Colesville Road
Suite 300
Silver Spring, MD 20910
Syndicated
Communications Venture
Partners............... 157,318 1.0 -- -- -- -- 0.7 0.4
8401 Colesville Road
Suite 300
Silver Spring, MD 20910
All Directors and Named
Executives as a group
(8 persons)............ 2,435,831 15.2 2,861,844 99.6 3,173,577 99.3 38.33 69.4
</TABLE>

68
<PAGE>

- --------
(/1/) Ms. Hughes and Mr. Liggins may be deemed to share beneficial ownership of
shares of capital stock owned by each other by virtue of the fact that
Ms. Hughes is Mr. Liggins' mother. Each of Ms. Hughes and Mr. Liggins
disclaims such beneficial ownership. The shares of class B common stock
are subject to a voting agreement between Ms. Hughes and Mr. Liggins with
respect to the election of Radio One's directors.
(/2/) Includes 4,662 shares of class A common stock obtainable upon the
exercise of stock options exercisable within 60 days of October 22, 1999.
(/3/) Includes 7,769 shares of class A common stock obtainable upon the
exercise of stock options exercisable within 60 days of October 22, 1999.
(/4/) Includes 1,026,861 shares of class A common stock held by Syncom Capital
Corporation, 157,318 shares of class A common stock held by Wilkins &
Jones LP, and 300 shares of class A common stock held by each of Mr.
Jones' daughters. Mr. Jones is the President of Syncom and may be deemed
to share beneficial ownership of shares of class A common stock held by
Syncom by virtue of his affiliation with Syncom. Mr. Jones disclaims
beneficial ownership in such shares. Mr. Jones is a general partner of
Wilkins & Jones LP and may be deemed to share beneficial ownership of
class A common stock held by Wilkins & Jones LP by virtue of his
affiliation with Wilkins & Jones LP. Mr. Jones disclaims beneficial
ownership of such shares.
(/5/) Includes 14,217 shares of class A common stock held by Mr. McNeill and
954,681 shares of class A common stock held by Alta. Mr. McNeill is a
general partner of Alta and Mr. McNeill may be deemed to share beneficial
ownership of shares of class A common stock and existing preferred stock
held by Alta by virtue of his affiliation with Alta. Mr. McNeill
disclaims any beneficial ownership of such shares.

69
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock gives effect to the
consummation of the transactions contemplated under "Capitalization," which
will occur prior to or simultaneously with the proposed sale of 4,000,000
shares of class A common stock by Radio One in this offering. Our capital stock
consists of (1) 90,000,000 authorized shares of common stock, $0.001 par value
per share, which consists of (a) 30,000,000 shares of class A common stock, of
which 16,034,397 shares are outstanding ( shares assuming the underwriters
overallotment option is exercised), (b) 30,000,000 shares of class B common
stock, of which 2,873,083 shares are outstanding, and (c) 30,000,000 shares of
class C common stock, of which 3,195,063 shares are outstanding, and (2)
290,000 authorized shares of preferred stock, par value $0.01 per share, which
consists of 140,000 shares of series A preferred stock, none of which is
outstanding and 150,000 shares of series B preferred stock, none of which is
outstanding. The following is summary of the material provisions of our
certificate of incorporation, which is filed as an exhibit to the Registration
Statement of which this prospectus is a part.

Class A Common Stock

The holders of class A common stock are entitled to one vote for each share
held on all matters voted upon by stockholders, including the election of
directors and any proposed amendment to the certificate of incorporation. The
holders of class A common stock are entitled to vote as a class to elect two
independent directors to the board of directors. The holders of class A common
stock will be entitled to such dividends as may be declared at the discretion
of the board of directors out of funds legally available for that purpose. The
holders of class A common stock will be entitled to share ratably with all
other classes of common stock in the net assets of Radio One upon liquidation
after payment or provision for all liabilities. All shares of class A common
stock may be converted at any time into a like number of shares of class C
common stock at the option of the holder of such shares. All shares of class A
common stock issued pursuant to the offering will be fully paid and non-
assessable.

Class B Common Stock

The holders of class B common stock are entitled to the same rights,
privileges, benefits and notices as the holders of class A common stock, except
that the holders of class B common stock will be entitled to ten votes per
share. All shares of class B common stock may be converted at any time into a
like number of shares of class A common stock at the option of the holder of
such shares. Catherine L. Hughes and Alfred C. Liggins, III may transfer shares
of class B common stock held by them only to "Class B Permitted Transferees,"
and Class B Permitted Transferees may transfer shares of class B common stock
only to other Class B Permitted Transferees. If any shares of class B common
stock are transferred to any person or entity other than a Class B Permitted
Transferee, such shares will automatically be converted into a like number of
shares of class A common stock. "Class B Permitted Transferees" include Ms.
Hughes, Mr. Liggins, their respective estates, spouses, former spouses, parents
or grandparents or lineal descendants thereof, and certain trusts and other
entities for the benefit of, or beneficially owned by, such persons. Ms. Hughes
and Mr. Liggins have agreed to vote their shares of common stock to elect each
other and other mutually agreeable nominees to the board of directors. See
"Risk Factors--Controlling Stockholders."

Class C Common Stock

The holders of class C common stock are entitled to the same rights,
privileges, benefits and notices as the holders of class A common stock and
class B common stock, except that the holders of class C common stock will be
entitled to no votes per share. All shares of class C common stock may be
converted at any time into a like number of shares of class A common stock at
the option of the holder of such shares, except that Class B Permitted
Transferees may convert shares of class C common stock into shares of class A
common stock, or otherwise acquire shares of class A common stock, only in
connection with:

. a merger or consolidation of Radio One with or into, or other
acquisition of, another entity pursuant to which the Class B Permitted
Transferees are to receive shares of class A common stock in exchange
for their interest in such entity;

70
<PAGE>

. the transfer of such shares of class A common stock to a person or
entity other than a Class B Permitted Transferee; or

. a registered public offering of such shares of class A common stock.

Foreign Ownership

Radio One's certificate of incorporation restricts the ownership, voting and
transfer of our capital stock, including the class A common stock, in
accordance with the Communications Act and the rules of the FCC, which prohibit
the issuance of more than 25% of our outstanding capital stock (or more than
25% of the voting rights such stock represents) to or for the account of aliens
(as defined by the FCC) or corporations otherwise subject to domination or
control by aliens. Our certificate of incorporation prohibits any transfer of
our capital stock that would cause a violation of this prohibition. In
addition, the certificate of incorporation authorizes the board of directors to
take action to enforce these prohibitions, including restricting the transfer
of shares of capital stock to aliens and placing a legend restricting foreign
ownership on the certificates representing the class A common stock.

Registration Rights

The holders of substantially all of the shares of class A common stock
outstanding prior to our initial public offering, other than Mr. Liggins, are
parties to registration rights agreements with us. These agreements, which
relate to approximately 3.3 million shares of class A common stock, provide
incidental or "piggyback" registration rights that allow such holders, under
certain circumstances, to include their shares of class A common stock in
registration statements initiated by Radio One or other stockholders. Under
these agreements, the holders of class A common stock may require us to
register their shares under the Securities Act for offer and sale to the public
(including by way of an underwritten public offering) on up to four occasions.
These agreements also permit demand registrations on Form S-3 registration
statements provided that we are eligible to register our capital stock on Form
S-3. All such registration rights are subject to conditions and limitations,
including the right of the underwriters of an offering to limit the number of
shares to be included in a registration. The holders of these registration
rights have waived their "piggyback" registration rights with respect to the
offering.

Limitations on Directors' and Officers' Liability

Radio One's certificate of incorporation limits the liability of directors
to the maximum extent permitted by Delaware law, which specifies that a
director of a company adopting such a provision will not be personally liable
for monetary damages for breach of fiduciary duty as a director, except for the
liability (1) for any breach of the director's duty of loyalty to Radio One or
its stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided in
Section 174 of the Delaware General Corporation Law; or (4) for any transaction
from which the director derived an improper personal benefit.

Radio One's certificate of incorporation provides for mandatory
indemnification of directors and officers and authorizes indemnification for
employees and agents in such manner, under such circumstances and to the
fullest extent permitted by the Delaware General Corporation Law, which
generally authorizes indemnification as to all expenses incurred or imposed as
a result of actions, suits or proceedings if the indemnified parties act in
good faith and in a manner they reasonably believe to be in or not opposed to
the best interests of Radio One. We believe these provisions are necessary or
useful to attract and retain qualified persons as directors. Radio One
maintains directors and officers insurance for the benefit of its directors and
officers.

There is no pending litigation or proceeding involving a director or officer
as to which indemnification is being sought.

71
<PAGE>

Transfer Agent and Registrar

American Stock Transfer & Trust Company is our transfer agent and registrar.

DESCRIPTION OF INDEBTEDNESS

Bank Credit Facility

On February 26, 1999, we entered into an amended and restated credit
agreement providing for a bank credit facility under which we may borrow up to
$100 million on a revolving basis from a group of banking institutions. Draw
downs under the bank credit facility are currently available, subject to
compliance with provisions of the credit agreement, including but not limited
to the financial covenants. Specifically, borrowings under the bank credit
facility may be entirely of Eurodollar Loans, Alternate Base Rate ("ABR") Loans
or a combination thereof. The bank credit facility will be fully available
until a maturity date of December 31, 2003. No commitment reductions under the
bank credit facility will occur until the final maturity date, provided that
Radio One does not acquire or issue additional indebtedness or Disqualified
Stock (as such term is defined in the credit agreement).

The bank credit facility terminates on December 31, 2003, at which time any
outstanding principal together with all accrued and unpaid interest thereon
would become due and payable. All amounts under the bank credit facility are
guaranteed by each of Radio One's direct and indirect subsidiaries other than
WYCB Acquisition Corporation and Broadcast Holdings, Inc.

The bank credit facility is secured by a perfected first priority secured
interest in: (1) substantially all of the tangible and intangible assets of
Radio One and our direct and indirect subsidiaries including, without
limitation, any and all FCC licenses to the maximum extent permitted by law and
(2) all of the common stock of Radio One and our direct and indirect
subsidiaries, including all warrants or options and other similar securities to
purchase such securities. Radio One also granted a security interest in all
money (including interest), instruments and securities at any time held or
acquired in connection with a cash collateral account established pursuant to
the credit agreement, together with all proceeds thereof.

The interest rates on the borrowings under the bank credit facility are
based on the ratio of total debt to EBITDA, with a maximum margin above ABR of
1.625% with respect to ABR Loans, and a maximum margin above Eurodollar rate
2.625% with respect to Eurodollar Loans. Interest on Eurodollar Loans is based
on a 360-day period for actual days elapsed, and interest on ABR Loans is based
on a 365-day period for actual days elapsed. In addition, Radio One will pay a
commitment fee equal to an amount based on the average daily amount of the
available commitment computed at a rate per year tied to a leverage ratio in
effect for the fiscal quarter preceding the date of payment of such fee. The
commitment fee is fully earned and non-refundable and is payable quarterly in
arrears on the last business day of each March, June, September and December
and on the maturity date.

The credit agreement contains customary and appropriate affirmative and
negative covenants including, but not limited to, financing covenants and other
covenants including limitations on other indebtedness, liens, investments,
guarantees, restricted payments (dividends, redemptions and payments on
subordinated debt), prepayment or repurchase of other indebtedness, mergers and
acquisitions, sales of assets, capital expenditures, losses, transactions with
affiliates and other provisions customary and appropriate for financing of this
type, including mutually agreed upon exceptions and baskets. The financial
covenants include:

. a maximum ratio of total debt to EBITDA of 7.0x;

. a maximum ratio of senior debt to EBITDA of 3.75x;

. a minimum interest coverage ratio; and

. a minimum fixed charge coverage ratio.

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<PAGE>

The credit agreement contains the following customary events of default:

. failure to make payments when due;

. defaults under any other agreements or instruments of indebtedness;

. noncompliance with covenants;

. breaches of representations and warranties;

. voluntary or involuntary bankruptcy or liquidation proceedings;

. entrance of judgments;

. impairment of security interests in collateral; and

. changes of control.

12% Notes Due 2004

On May 15, 1997, we entered into an approximate $85.0 million aggregate
principal amount offering (the "12% notes offering") of our 12% Senior
Subordinated Notes (the "12% notes due 2004"). The 12% notes offering has an
aggregate initial accreted value of approximately $75.0 million, as of Maturity
Date May 15, 2004.

The 12% notes due 2004 were issued pursuant to an indenture, dated as of May
15, 1997 among Radio One, Radio One Licenses, Inc. and United States Trust
Company of New York (the "12% notes indenture"). The 12% notes due 2004 are
generally unsecured obligations of Radio One and are subordinated in rights of
payment to all Senior Indebtedness (as defined in the 12% notes indenture). All
of our Restricted Subsidiaries are Subsidiary Guarantors of the 12% notes due
2004.

The 12% notes due 2004 were issued at a substantial discount from their
principal amount. The issue price to investors per note was $877.42, which
represents a yield to maturity on the 12% notes due 2004 of 12.0% calculated
from May 19, 1997 (computed on a semi-annual bond equivalent basis).

Cash interest on the 12% notes due 2004 accrues at a rate of 7.0% per annum
on the principal amount of the 12% notes due 2004 through and including May 15,
2000, and at a rate of 12.0% per annum on the principal amount of the 12% notes
due 2004 after such date. Cash interest on the 12% notes due 2004 is currently
payable semi-annually on May 15 and November 15 of each year.

The 12% notes due 2004 are redeemable at any time and from time to time at
the option of Radio One, in whole or in part, on or after May 15, 2001 at the
redemption prices set forth in the 12% notes due 2004, plus accrued and unpaid
interest to the date of redemption. In addition, on or prior to May 15, 2000,
Radio One may redeem, at our option, up to 25.0% of the aggregate original
principal amount of the 12% notes due 2004 with the net proceeds of one or more
Public Equity Offerings at 112% of the Accreted Value thereof, together with
accrued and unpaid interest, if any, to the date of redemption, as long as at
least approximately $64.1 million of the aggregate principal amount of the 12%
notes due 2004 remains outstanding after each such redemption. Upon a Change of
Control (as defined in the 12% notes indenture), we must commence an offer to
repurchase the 12% notes due 2004 at 101% of the Accreted Value thereof, plus
accrued and unpaid interest, if any, to the date of repurchase.

The 12% notes indenture contains certain restrictive covenants with respect
to Radio One and our Restricted Subsidiaries, including limitations on: (a) the
sale of assets, including the equity interests of our Restricted Subsidiaries,
(b) asset swaps, (c) the payment of Restricted Payments (as defined in the 12%
notes indenture), (d) the incurrence of indebtedness and issuance of preferred
stock by us or our Restricted Subsidiaries, (e) the issuance of Equity
Interests (as defined in the 12% notes indenture) by a Restricted Subsidiary,
(f) the payment of dividends on our capital stock and the purchase, redemption
or retirement of our

73
<PAGE>

capital stock or subordinated indebtedness, (g) certain transactions with
affiliates, (h) the incurrence of senior subordinated debt and (i) certain
consolidations and mergers. The 12% notes indenture also prohibits certain
restrictions on distributions from Restricted Subsidiaries. All of these
limitations and prohibitions, however, are subject to a number of important
qualifications.

The 12% notes indenture includes various events of default customary for
such type of agreements, such as failure to pay principal and interest when due
on the 12% notes due 2004, cross defaults on other indebtedness and certain
events of bankruptcy, insolvency and reorganization.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have 16,034,397 shares of class A
common stock, 2,873,084 shares of class B common stock and 3,195,064 shares of
class C common stock issues and outstanding, assuming no exercise of the
underwriters' over-allotment option. Of these shares, the shares of class
A common stock being sold in this offering (plus any shares issued upon
exercise of the underwriters' over-allotment option), the 7,150,000 shares of
class A common stock sold in our initial public offering in May 1999 and
approximately 2,293,000 shares of unrestricted class A common stock will be
freely transferable without restriction in the public market, except to the
extent these shares have been acquired by our affiliates, whose sale of such
shares is restricted by Rule 144 under the Securities Act. The remaining shares
of our common stock are "restricted" securities under Rule 144 which, among
other things, limits the number of such shares available for sale in the public
market. However, many of the restrictions of Rule 144 do not apply to persons
who are not our affiliates.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated) who has beneficially owned shares
of common stock that have been outstanding and not held by any "affiliate" of
Radio One for a period of one year is entitled to sell within any three-month
period a number of shares that does not exceed the greater of one percent of
the then outstanding shares of class A common stock (approximately 221,000
shares immediately after completion of this offering assuming no exercise of
the underwriters' over-allotment option) or the average weekly reported trading
volume of the class A common stock during the four calendar weeks preceding the
date on which notice of such sale is given, provided certain manner of sale and
notice requirements and requirements as to the availability of current public
information are satisfied (such information requirements have been satisfied by
Radio One's filing of reports under the Securities Exchange Act of 1934, as
amended since August 1997). Affiliates of Radio One must comply with the
restrictions and requirements of Rule 144, other than the two-year holding
period requirement, in order to sell shares of common stock that are not
"restricted securities" (such as shares acquired by affiliates in this
offering). Under Rule 144(k), a person who is not deemed an "affiliate" of
Radio One at any time during the three months preceding a sale by him, and who
has beneficially owned shares of common stock that were not acquired from Radio
One or an "affiliate" of Radio One within the previous two years, would be
entitled to sell such shares without regard to volume limitations, manner of
sale provisions,

74
<PAGE>

notification requirements or the availability of current public information
concerning Radio One. As defined in Rule 144, an "affiliate" of an issuer is a
person that directly or indirectly through the use of one or more
intermediaries controls, or is controlled by, or is under common control with,
such issuer.

Radio One, Catherine L. Hughes, Alfred C. Liggins, III, the selling
stockholders and certain other holders of common stock of Radio One have
entered into contractual "lock-up" agreements providing that they will not
offer, sell, contract to sell or grant any option to purchase or otherwise
dispose of the shares of common stock owned by them or that could be purchased
by them through the exercise of options to purchase common stock of Radio One
for a period of 90 days after the date of this prospectus without the prior
written consent of Credit Suisse First Boston Corporation on behalf of the
underwriters.

Radio One has on file with the SEC an effective Registration Statement under
the Securities Act covering shares of class A common stock reserved for
issuance under Radio One's option plan. Such Registration Statement covers
approximately 1.4 million shares. Shares registered under such Registration
Statement will be, subject to Rule 144 volume limitations applicable to
affiliates, available for sale in the open market, unless such shares are
subject to vesting restrictions or the lock-up agreements described above.

75
<PAGE>

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting
agreement, dated, 1999, we and the selling stockholders have agreed to sell
to the underwriters named below, for whom Credit Suisse First Boston
Corporation, and are acting as representatives, the following respective
number of shares of class A common stock:

<TABLE>
<CAPTION>
Number
Underwriter of Shares
----------- ---------
<S> <C>
Credit Suisse First Boston Corporation.............................
---
Total............................................................
===
</TABLE>

The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of class A common stock in the offering if any are
purchased other than those shares covered by the over-allotment option
described below. The underwriting agreement also provides that if an
underwriter defaults, the purchase commitments of non-defaulting underwriters
may be increased or the offering of class A common stock may be terminated.

We have granted to the underwriters a 30-day option to purchase up to
additional shares from us at the public offering price less the underwriting
discounts and commissions. The option may be exercised only to cover any over-
allotments of class A common stock.

The underwriters propose to offer the shares of class A common stock
initially at the public offering price on the cover page of this prospectus,
and to selling group members at that price less a concession of $ per share.
The underwriters and selling group members may allow a discount of $ per
share on sales to other broker/dealers. After the initial public offering, the
public offering price and concession and discount to broker/dealers may be
changed by the representatives.

The following table summarizes the compensation and estimated expenses we
and the selling stockholders will pay.

<TABLE>
<CAPTION>
Per Share Total
------------------- --------------------
Without With Without
Over- Over- Over- With Over-
allotment allotment allotment allotment
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Underwriting Discounts and
Commissions paid by us .....
Expenses payable by us......
Underwriting Discounts and
Commissions paid by selling
stockholders ...............
</TABLE>

The offering is being made in compliance with the requirements of Rule
2710(c)(8) of the National Association of Securities Dealers, Inc. Conduct
Rules.

76
<PAGE>

We are currently in compliance in all material respects with the terms of
our credit agreement with lenders including Credit Suisse First Boston, New
York branch, an affiliate of Credit Suisse First Boston Corporation. The
decision of Credit Suisse First Boston Corporation to distribute the class A
common stock was made in accordance with its customary procedures. Credit
Suisse First Boston Corporation will not receive any benefit from this offering
other than its respective portion of the underwriting discounts as set forth on
the cover page of this prospectus.

Radio One, Catherine L. Hughes, Alfred C. Liggins, III, the selling
stockholders and certain other holders of Common Stock of Radio One have agreed
that they will not offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, or file with the SEC a registration statement under
the Securities Act relating to, any additional shares of class A common stock
or securities convertible into or exchangeable or exercisable for any of our
class A common stock, or publicly disclose the intention to make an offer,
sale, pledge, disposition or filing, without the prior written consent of
Credit Suisse First Boston Corporation for a period of 90 days after the date
of this prospectus, except, in our case, issuances pursuant to the exercise of
employee stock options outstanding on the date hereof.

We and the selling stockholders have agreed to indemnify the underwriters
against certain liabilities under the Securities Act, or contribute to payments
which the underwriters may be required to make in that respect.

Credit Suisse First Boston Corporation has provided customary financial
advisory services to Radio One, for which it has received customary
compensation and indemnification, and in the future may provide such services.

The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, penalty bids and passive market making in
accordance with Regulation M under the Securities Exchange Act of 1934, as
amended.

. Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.

. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

. Syndicate covering transactions involve purchases of the class A common
stock in the open market after the distribution has been completed in
order to cover syndicate short positions.

. Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the class A common stock originally sold by
such syndicate member are purchased in a syndicate covering transaction
to cover syndicate short positions.

. In passive market making, market makers in the class A common stock who
are underwriters or prospective underwriters may, subject to
limitations, make bids for or purchases of the class A common stock
until the time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the class A common stock to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on The Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

77
<PAGE>

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the class A common stock in Canada is being made only on
a private placement basis exempt from the requirement that we and the selling
stockholders prepare and file a prospectus with the securities regulatory
authorities in each province where trades of the class A common stock are
effected. Accordingly, any resale of the class A common stock in Canada must be
made in accordance with applicable securities laws which will vary depending on
the relevant jurisdiction, and which may require resales to be made in
accordance with available statutory exemptions or pursuant to a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the class A
common stock.

Representations of Purchasers

Each purchaser of the class A common stock in Canada who receives a purchase
confirmation will be deemed to represent to us, the selling stockholders and
the dealer from whom such purchase confirmation is received that (1) such
purchaser is entitled under applicable provincial securities laws to purchase
such class A common stock without the benefit of a prospectus qualified under
such securities laws, (2) where required by law, that such purchaser is
purchasing as principal and not as agent, and (3) such purchaser has reviewed
the text above under "Resale Restrictions."

Rights of Action (Ontario Purchasers)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

Enforcement of Legal Rights

All of the issuer's directors and officers as well as the experts named
herein and the selling stockholders may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.

Notice to British Columbia Residents

A purchaser of the class A common stock to whom the Securities Act (British
Columbia) applies is advised that such purchaser is required to file with the
British Columbia Securities Commission a report within ten days of the sale of
any class A common stock acquired by such purchaser pursuant to this offering.
Such report must be in the form attached to British Columbia Securities
Commission Blanket Order BOR #95/17, a copy of which may be obtained from Radio
One. Only one report must be filed in respect of the class A common stock
acquired on the same date and under the same prospectus exemption.

Taxation and Eligibility for Investment

Canadian purchasers of the class A common stock should consult their own
legal and tax advisors with respect to the tax consequences of an investment in
the class A common stock in their particular circumstances and with respect to
the eligibility of the class A common stock for investment by the purchaser
under relevant Canadian legislation.

78
<PAGE>

LEGAL MATTERS

Kirkland & Ellis will pass upon the legality of the common stock offered by
this prospectus and other matters specified in the underwriting agreement for
Radio One. Davis Wright Tremaine LLP will pass upon legal matters regarding FCC
issues for Radio One. Skadden, Arps, Slate, Meagher & Flom LLP will pass upon
matters specified in the underwriting agreement for the underwriters.

EXPERTS

The audited consolidated financial statements of Radio One, Inc. and
subsidiaries as of December 31, 1997 and 1998, and for each of the years in the
three-year period ended December 31, 1998, included in the prospectus and
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto and are
included herein in reliance upon the authority of said firm as experts in
giving said report.

The audited consolidated financial statements of Radio One of Atlanta, Inc.
and subsidiary as of December 31, 1997 and 1998, and for each of the years in
the three-year period ended December 31, 1998, included in the prospectus and
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto and are
included herein in reliance upon the authority of said firm as experts in
giving said report.

The audited financial statements of Bell Broadcasting Company as of December
31, 1997 and for each of the years in the two-year period ended December 31,
1997, included in the prospectus and registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto and are included herein in reliance upon the
authority of said firm as experts in giving said report.

The audited financial statements of Allur-Detroit, Inc., as of December 31,
1997, and for the year then ended, included in the prospectus and registration
statement have been audited by Mitchell & Titus, LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said report.

The audited financial statements of the Richmond Operations of Sinclair
Telecable, Inc. as of December 31, 1997 and 1998, and for each of the years in
the two-year period ended December 31, 1998, included in the prospectus and
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto and are
included herein in reliance upon the authority of said firm as experts in
giving said report.

The audited financial statements of stations WKJS-FM and WARV-FM of FM 100,
Inc. as of December 31, 1998, and for the year then ended, included in the
prospectus and registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in giving said report.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, and, in accordance therewith, file reports, proxy
statements and other information with the SEC. Such reports, proxy statements
and other information may be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's regional offices located at the Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661 and Seven World
Trade Center, 13th Floor, New York, NY 10048. Copies of such material can be
obtained from the Public Reference Section of the SEC upon payment of certain
fees prescribed by the SEC. The SEC's Web site contains reports,

79
<PAGE>

proxy and information statements and other information regarding registrants
that file electronically with the SEC. The address of that site is
http://www.sec.gov.

We have filed a registration statement on Form S-1 with the SEC under the
Securities Act of 1933, as amended in respect of the class A common stock
offered pursuant to this prospectus. This prospectus, which is a part of the
registration statement, omits certain information contained in the registration
statement as permitted by the SEC's rules and regulations. For further
information with respect to Radio One and the class A common stock offered
hereby, please reference the registration statement, including its exhibits.
Statements in this prospectus concerning the contents of any contract or other
document filed with the SEC as an exhibit to the registration statement are
summaries of the material provisions of those documents and we recommend that
you also refer to those exhibits in evaluating Radio One. Copies of the
registration statement, including all related exhibits and schedules, may be
inspected without charge at the public reference facilities maintained by the
SEC, or obtained at prescribed rates from the Public Reference Section of the
SEC at the address set forth above.

80
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Radio One, Inc. and Subsidiaries
Report of Independent Public Accountants................................. F-2
Consolidated Balance Sheets as of December 31, 1997 and 1998 and June 30,
1999 (unaudited)........................................................ F-3
Consolidated Statements of Operations for the years ended December 31,
1996, 1997, and 1998 and the six months ended June 30, 1998 and 1999
(unaudited)............................................................. F-4
Consolidated Statements of Changes in Stockholders' Deficit for the years
ended December 31, 1996, 1997, and 1998, and the six months ended June
30, 1999 (unaudited).................................................... F-5
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1997, and 1998 and the six months ended June 30, 1998 and 1999
(unaudited)............................................................. F-6
Notes to Consolidated Financial Statements............................... F-7
Radio One of Atlanta, Inc.
Report of Independent Public Accountants................................. F-17
Consolidated Balance Sheets as of December 31, 1997 and 1998 and March
31, 1999 (unaudited).................................................... F-18
Consolidated Statements of Operations for the years ended December 31,
1996, 1997, and 1998 and the three months ended March 31, 1998 and 1999
(unaudited)............................................................. F-19
Consolidated Statements of Changes in Stockholders' Equity for the years
ended December 31, 1996, 1997, and 1998 and the three months ended March
31, 1999 (unaudited).................................................... F-20
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1997, and 1998 and the three months ended March 31, 1998 and 1999
(unaudited)............................................................. F-21
Notes to Consolidated Financial Statements............................... F-22
Bell Broadcasting Company
Report of Independent Public Accountants................................. F-29
Balance Sheets as of December 31, 1997, and June 30, 1998 (unaudited).... F-30
Statements of Operations for the years ended December 31, 1996 and 1997,
and the six months ended June 30, 1997 and 1998 (unaudited)............. F-31
Statements of Changes in Stockholders' Equity for the years ended
December 31, 1996, and 1997, and the six months ended June 30, 1998
(unaudited)............................................................. F-32
Statements of Cash Flows for the years ended December 31, 1996, and 1997,
and the six months ended June 30, 1997 and 1998 (unaudited)............. F-33
Notes to Financial Statements............................................ F-34
Allur-Detroit, Inc.
Report of Independent Public Accountants................................. F-39
Balance Sheets as of December 31, 1997, and September 30, 1998
(unaudited)............................................................. F-40
Statements of Operations for the year ended December 31, 1997, and the
nine months ended September 30, 1997 and 1998 (unaudited)............... F-41
Statements of Changes in Stockholders' Equity for the year ended December
31, 1997, and the nine months ended September 30, 1998 (unaudited)...... F-42
Statements of Cash Flows for the years ended December 31, 1997, and the
nine months ended September 30, 1997 and 1998 (unaudited)............... F-43
Notes to Financial Statements............................................ F-44
Richmond Operations of Sinclair Telecable, Inc.
Report of Independent Public Accountants................................. F-49
Combined Balance Sheets as of December 31, 1997 and 1998 and March 31,
1999 (unaudited)........................................................ F-50
Combined Statements of Operations and Changes in Station Equity for the
years ended December 31, 1997 and 1998 and the three months ended March
31, 1998 and 1999 (unaudited)........................................... F-51
Combined Statements of Cash Flows for the years ended December 31, 1997
and 1998 and the three months ended March 31, 1998 and 1999
(unaudited)............................................................. F-52
Notes to Combined Financial Statements................................... F-53
Stations WKJS-FM and WSOJ-FM of FM 100, Inc.
Report of Independent Public Accountants................................. F-57
Combined Balance Sheet as of December 31, 1998 and June 30, 1999
(unaudited)............................................................. F-58
Combined Statement of Operations and Changes in Station (Deficit) Equity
for the year ended December 31, 1998 and the six months ended June 30,
1998 and 1999 (unaudited)............................................... F-59
Combined Statement of Cash Flows for the year ended December 31, 1998 and
the six months ended June 30, 1998 and 1999 (unaudited)................. F-60
Notes to Financial Statements............................................ F-61
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Radio One, Inc.:

We have audited the accompanying consolidated balance sheets of Radio One,
Inc. (a Delaware corporation) and subsidiaries (the Company) as of December 31,
1997 and 1998, and the related consolidated statements of operations, changes
in stockholders' deficit and cash flows for each of the years in the three-year
period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Radio One,
Inc. and subsidiaries as of December 31, 1997 and 1998 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.

/s/ Arthur Andersen LLP

Baltimore, Maryland,
May 6, 1999

F-2
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
As of December 31, 1997 and 1998 and June 30, 1999

<TABLE>
<CAPTION>
June 30,
1997 1998 1999
------------ ------------ ------------
(unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.......... $ 8,500,000 $ 4,455,000 $ 5,018,000
Trade accounts receivable, net of
allowance for doubtful accounts of
$904,000, $1,243,000 and
$1,977,000, respectively.......... 8,722,000 12,026,000 16,879,000
Prepaid expenses and other......... 315,000 334,000 766,000
Deferred taxes..................... -- 826,000 826,000
------------ ------------ ------------
Total current assets............. 17,537,000 17,641,000 23,489,000
PROPERTY AND EQUIPMENT, net.......... 4,432,000 6,717,000 15,349,000
INTANGIBLE ASSETS, net............... 54,942,000 127,639,000 200,181,000
OTHER ASSETS......................... 2,314,000 1,859,000 4,757,000
------------ ------------ ------------
Total assets..................... $ 79,225,000 $153,856,000 $243,776,000
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES:
Accounts payable................... $ 258,000 $ 1,190,000 $ 3,353,000
Accrued expenses................... 3,029,000 3,708,000 6,052,000
Income taxes payable............... -- 143,000 --
------------ ------------ ------------
Total current liabilities........ 3,287,000 5,041,000 9,405,000
LONG-TERM DEBT AND DEFERRED INTEREST,
net of current portion.............. 74,954,000 131,739,000 96,498,000
DEFERRED TAX LIABILITY............... -- 15,251,000 14,943,000
------------ ------------ ------------
Total liabilities................ 78,241,000 152,031,000 120,846,000
------------ ------------ ------------
COMMITMENTS AND CONTINGENCIES
SENIOR CUMULATIVE REDEEMABLE
PREFERRED STOCK:
Series A, $.01 par value, 140,000
shares authorized,
84,843 shares issued and
outstanding....................... 9,310,000 10,816,000 --
Series B, $.01 par value, 150,000
shares authorized,
124,467 shares issued and
outstanding....................... 13,658,000 15,868,000 --
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock--class A, $.001 par
value, 30,000,000 shares
authorized, 33,719 shares issued
and outstanding................... -- -- 12,000
Common stock--class B, $.001 par
value, 30,000,000 shares
authorized, and 1,560,969 shares
issued and outstanding............ 2,000 2,000 3,000
Common stock--class C, $.001 par
value, 30,000,000 shares
authorized, 3,120,915 shares
issued and outstanding............ 3,000 3,000 3,000
Additional paid-in capital......... -- -- 152,933,000
Accumulated deficit................ (21,989,000) (24,864,000) (30,021,000)
------------ ------------ ------------
Total stockholders' equity
(deficit)....................... (21,984,000) (24,859,000) 122,930,000
------------ ------------ ------------
Total liabilities and
stockholders' equity (deficit).. $ 79,225,000 $153,856,000 $243,776,000
============ ============ ============
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-3
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996, 1997 and 1998
and for the Six Months Ended June 30, 1998 and 1999

<TABLE>
<CAPTION>
December 31, June 30,
---------------------------------------- ------------------------
1996 1997 1998 1998 1999
------------ ------------ ------------ ----------- -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
REVENUE:
Broadcast revenue,
including barter
revenue of
$1,122,000,
$1,010,000 and
$644,000,
respectively......... $ 27,027,000 $ 36,955,000 $ 52,696,000 $22,328,000 $37,473,000
Less: Agency
commissions.......... 3,325,000 4,588,000 6,587,000 2,800,000 4,619,000
------------ ------------ ------------ ----------- -----------
Net broadcast
revenue............ 23,702,000 32,367,000 46,109,000 19,528,000 32,854,000
------------ ------------ ------------ ----------- -----------
OPERATING EXPENSES:
Program and
technical............ 4,157,000 5,934,000 8,015,000 3,503,000 5,877,000
Selling, general and
administrative....... 9,770,000 12,914,000 16,486,000 7,007,000 13,206,000
Corporate expenses.... 1,793,000 2,155,000 2,800,000 1,319,000 1,928,000
Stock based
compensation......... -- -- -- -- 225,000
Depreciation and
amortization......... 4,262,000 5,828,000 8,445,000 3,632,000 7,475,000
------------ ------------ ------------ ----------- -----------
Total operating
expenses........... 19,982,000 26,831,000 35,746,000 15,461,000 28,711,000
------------ ------------ ------------ ----------- -----------
Operating income.... 3,720,000 5,536,000 10,363,000 4,067,000 4,143,000
INTEREST EXPENSE,
including amortization
of deferred financing
costs.................. 7,252,000 8,910,000 11,455,000 4,925,000 7,489,000
OTHER (EXPENSE) INCOME,
net.................... (77,000) 415,000 358,000 286,000 141,000
------------ ------------ ------------ ----------- -----------
Loss before benefit
from income
taxes and
extraordinary item... (3,609,000) (2,959,000) (734,000) (572,000) (3,205,000)
BENEFIT (PROVISION) FROM
INCOME TAXES........... -- -- 1,575,000 -- (476,000)
------------ ------------ ------------ ----------- -----------
(Loss) income before
extraordinary item... (3,609,000) (2,959,000) 841,000 (572,000) (3,681,000)
EXTRAORDINARY ITEM:
Loss on early
retirement of debt... -- 1,985,000 -- -- --
------------ ------------ ------------ ----------- -----------
Net (loss) income... $ (3,609,000) $ (4,944,000) $ 841,000 $ (572,000) $(3,681,000)
============ ============ ============ =========== ===========
NET LOSS APPLICABLE TO
COMMON STOCKHOLDERS.... $ (3,609,000) $ (6,981,000) $ (2,875,000) $(2,344,000) $(5,157,000)
============ ============ ============ =========== ===========
BASIC AND DILUTED
EARNINGS PER COMMON
SHARE:
Loss before
extraordinary item... $ (.38) $ (.53) $ (.31) $ (.25) $ (.40)
============ ============ ============ =========== ===========
Net loss.............. $ (.38) $ (.74) $ (.31) $ (.25) $ (.40)
============ ============ ============ =========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING:
Basic and diluted..... 9,392,000 9,392,000 9,392,000 9,393,000 12,739,000
============ ============ ============ =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-4
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Years Ended December 31, 1996, 1997 and 1998
and the Six Months Ended June 30, 1999

<TABLE>
<CAPTION>
Common Common Common Additional Total
Stock Stock Stock Paid-In Accumulated Stockholders'
Class A Class B Class C Capital Deficit Deficit
------- ------- ------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, as of December
31, 1995............... $ -- $2,000 $3,000 $ 1,158,000 $(12,557,000) $(11,394,000)
Net loss.............. -- -- -- -- (3,609,000) (3,609,000)
------- ------ ------ ------------ ------------ ------------
BALANCE, as of December
31, 1996............... -- 2,000 3,000 1,158,000 (16,166,000) (15,003,000)
Net loss.............. -- -- -- -- (4,944,000) (4,944,000)
Effect of conversion
to C corporation..... -- -- -- (1,158,000) 1,158,000 --
Preferred stock
dividends............ -- -- -- -- (2,037,000) (2,037,000)
------- ------ ------ ------------ ------------ ------------
BALANCE, as of December
31, 1997............... -- 2,000 3,000 -- (21,989,000) (21,984,000)
Net income............ -- -- -- -- 841,000 841,000
Preferred stock
dividends............ -- -- -- -- (3,716,000) (3,716,000)
------- ------ ------ ------------ ------------ ------------
BALANCE, as of December
31, 1998............... -- 2,000 3,000 -- (24,864,000) (24,859,000)
Net loss.............. -- -- -- -- (3,681,000) (3,681,000)
Preferred stock
dividends earned..... -- -- -- -- (1,476,000) (1,476,000)
Issuance of stock for
acquisition.......... 2,000 1,000 -- 34,191,000 -- 34,194,000
Stock issued to an
employee............. -- -- -- 225,000 -- 225,000
Conversion of
warrants............. 5,000 -- -- (5,000) -- --
Issuance of common
stock................ 5,000 -- -- 118,522,000 -- 118,527,000
------- ------ ------ ------------ ------------ ------------
BALANCE, as of June 30,
1999 (unaudited)....... $12,000 $3,000 $3,000 $152,933,000 $(30,021,000) $122,930,000
======= ====== ====== ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-5
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996, 1997 and 1998
and for the Six Months Ended June 30, 1998 and 1999

<TABLE>
<CAPTION>
December 31, June 30,
--------------------------------------- ------------------------
1996 1997 1998 1998 1999
----------- ------------ ------------ ----------- -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (loss) income..... $(3,609,000) $ (4,944,000) $ 841,000 $ (572,000) $(3,681,000)
Adjustments to
reconcile net (loss)
income to net cash
from operating
activities:
Depreciation and
amortization......... 4,262,000 5,828,000 8,445,000 3,632,000 7,475,000
Amortization of debt
financing costs,
unamortized
discount and deferred
interest............. 3,005,000 3,270,000 4,110,000 1,804,000 2,180,000
Loss on disposals..... 153,000 -- -- -- --
Loss on extinguishment
of debt.............. -- 1,985,000 -- -- --
Deferred income taxes
and reduction in
valuation
reserve on deferred
taxes................ -- -- (2,038,000) -- --
Noncash compensation
to officer........... -- -- -- -- 225,000
Effect of change in
operating assets and
liabilities--
Trade accounts
receivable.......... (656,000) (2,302,000) (1,933,000) (1,319,000) (3,160,000)
Prepaid expenses and
other............... 114,000 (198,000) (4,000) 166,000 (159,000)
Other assets......... (71,000) (147,000) (1,391,000) (442,000) (98,000)
Accounts payable..... (818,000) (131,000) 830,000 223,000 2,059,000
Accrued expenses..... 234,000 1,576,000 296,000 804,000 1,143,000
Income tax payable... -- -- 143,000 --
----------- ------------ ------------ ----------- -----------
Net cash flows from
operating
activities......... 2,614,000 4,937,000 9,299,000 4,296,000 5,984,000
----------- ------------ ------------ ----------- -----------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of property
and equipment........ (252,000) (2,035,000) (2,236,000) (1,103,000) (2,119,000)
Proceeds from disposal
of property and
equipment............ -- -- 150,000 (32,529,000) --
Purchase of
Investments.......... -- -- -- (1,000,000)
Deposits and payments
for station
purchases............ (1,000,000) (21,164,000) (59,085,000) -- (38,911,000)
----------- ------------ ------------ ----------- -----------
Net cash flows from
investing
activities......... (1,252,000) (23,199,000) (61,171,000) (33,632,000) (42,030,000)
----------- ------------ ------------ ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Repayment of debt..... (2,408,000) (45,599,000) (485,000) (453,000) (69,476,000)
Proceeds from new
debt................. 51,000 72,750,000 49,350,000 25,350,000 16,000,000
Deferred debt
financing costs...... -- (2,148,000) (1,038,000) (630,000) (282,000)
Repayment of Senior
Cumulative Redeemable
Preferred Stock...... -- -- -- -- (28,160,000)
Proceeds from issuance
of common stock, net
of issuance costs.... -- -- -- -- 118,527,000
Financed equipment
purchases............ -- 51,000 -- -- --
----------- ------------ ------------ ----------- -----------
Net cash flows from
financing
activities......... (2,357,000) 25,054,000 47,827,000 24,267,000 36,609,000
----------- ------------ ------------ ----------- -----------
(DECREASE) INCREASE IN
CASH AND CASH
EQUIVALENTS........... (995,000) 6,792,000 (4,045,000) (5,069,000) 563,000
CASH AND CASH
EQUIVALENTS, beginning
of year............... 2,703,000 1,708,000 8,500,000 8,500,000 4,455,000
----------- ------------ ------------ ----------- -----------
CASH AND CASH
EQUIVALENTS, end of
year.................. $ 1,708,000 $ 8,500,000 $ 4,455,000 $ 3,431,000 $ 5,018,000
=========== ============ ============ =========== ===========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW
INFORMATION:
Cash paid for--
Interest.............. $ 4,815,000 $ 4,413,000 $ 7,192,000 $ 3,104,000 $ 5,207,000
=========== ============ ============ =========== ===========
Income taxes.......... $ 50,000 $ -- $ 338,000 $ -- $ 312,000
=========== ============ ============ =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-6
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1997 and 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization and Business

Radio One, Inc. (a Delaware corporation referred to as Radio One) and its
subsidiaries, Radio One Licenses, Inc. and WYCB Acquisition Corporation
(Delaware corporations), Broadcast Holdings, Inc. (a Washington, D.C.
corporation), Bell Broadcasting Company (a Michigan corporation), Radio One of
Detroit, Inc., Allur-Detroit, Inc. and Allur Licenses, Inc. (Delaware
corporations) (collectively referred to as the Company) were organized to
acquire, operate and maintain radio broadcasting stations. The Company owns and
operates radio stations in Washington, D.C.; Baltimore, Maryland; Philadelphia,
Pennsylvania; Detroit, Michigan; and Kingsley, Michigan markets. The Company is
highly leveraged, which requires substantial semi-annual and other periodic
interest payments and may impair the Company's ability to obtain additional
working capital financing. The Company's operating results are significantly
affected by its share of the audience in markets where it has stations.

Radio One intends to offer Common A shares to the public in an initial
public offering (IPO). The proceeds of the IPO will be used to repay certain
outstanding debt, to finance pending and future acquisitions, to redeem all of
the Senior Cumulative Redeemable Preferred Stock and for other general
corporate purposes.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of
Radio One, Inc. and its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. The
accompanying consolidated financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

Interim Financial Statements (unaudited)

The interim consolidated financial statements included herein for Radio One,
Inc. and subsidiaries have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. In management's opinion, the interim financial data presented
herein include all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation. Certain information and
footnote disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. Results for interim periods are
not necessarily indicative of results to be expected for the full year.

Subsequent to year end, the Company completed the acquisition of Radio One
of Atlanta, Inc. for approximately 3.3 million shares of its stock and the
assumption of debt (see Note 6). The Company also consummated certain of the
acquisitions addressed in Note 8 and acquired the assets of a station in Boston
for approximately $10 million.

Acquisitions

On December 28, 1998, Radio One purchased all of the outstanding stock of
Allur-Detroit, Inc. (Allur), which owned one radio station in Detroit,
Michigan, for approximately $26.5 million. Radio One financed this acquisition
through a combination of cash and $24.0 million borrowed under the Company's
line of credit. The acquisition of Allur resulted in the recording of
approximately $31.7 million of intangible assets (including the recording of a
deferred tax liability for the difference in book and tax basis in the assets
acquired from the Allur purchase price being in excess of the net book value of
Allur).

F-7
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1996, 1997 and 1998

On June 30, 1998, Radio One purchased all of the outstanding stock of Bell
Broadcasting Company (Bell), which owned three radio stations in Michigan, for
approximately $34.2 million. Radio One financed this acquisition through a
combination of cash and approximately $25.4 million borrowed under the
Company's line of credit. The acquisition of Bell resulted in the recording of
approximately $42.5 million of intangible assets (including the recording of a
deferred tax liability for the difference in book and tax basis in the assets
acquired from the Bell purchase price being in excess of the net book value of
Bell).

On March 16, 1998, WYCB Acquisition Corporation, an unrestricted subsidiary
of Radio One, acquired all the stock of Broadcast Holdings, Inc. for
$3,750,000. The acquisition was financed with a promissory note for $3,750,000
at 13%, due 2001, which pays quarterly cash interest payments at an annual rate
of 10% through 2001, with the remaining interest being added to the principal.

On February 8, 1997, under a local marketing agreement with the former
owners of WDRE-FM licensed to Jenkintown, Pennsylvania, Radio One began to
provide programming to and selling advertising for WDRE-FM. On May 19, 1997,
Radio One acquired the broadcast assets of WDRE-FM for approximately
$16,000,000. In connection with the purchase, Radio One entered into a three-
year noncompete agreement totaling $4,000,000 with the former owners. Radio One
financed this purchase with a portion of the proceeds from the issuance of
approximately $85,500,000 of 12% Senior Subordinated Notes due 2004. Following
this acquisition, Radio One converted the call letters of the radio station
from WDRE-FM to WPHI-FM.

The unaudited pro forma summary consolidated results of operations for the
years ended December 31, 1996, 1997 and 1998, assuming the acquisitions of
WPHI-FM, WYCB-AM, Bell Broadcasting and Allur-Detroit had occurred in the
beginning of the fiscal years, are as follows:

<TABLE>
<CAPTION>
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Net broadcast revenue............. $33,021,000 $39,475,000 $50,988,000
Operating expenses, excluding
depreciation and amortization.... 23,650,000 27,077,000 31,435,000
Depreciation and amortization..... 12,742,000 12,165,000 12,115,000
Interest expense.................. 14,301,000 14,295,000 15,114,000
Other (expense) income, net....... 16,000 666,000 322,000
(Benefit) provision for income
taxes............................ (7,979,000) (6,360,000) (4,064,000)
Extraordinary loss................ -- 1,985,000 --
----------- ----------- -----------
Net loss........................ $(9,677,000) $(9,021,000) $(3,290,000)
=========== =========== ===========
</TABLE>

On November 23, 1998, Radio One signed an agreement to purchase the assets
of a radio station located in the St. Louis area, for approximately $13.6
million. Radio One made a deposit of approximately $700,000 towards the
purchase price. This deposit is included in other assets in the accompanying
consolidated balance sheet as of December 31, 1998.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and money market accounts at
various commercial banks. All cash equivalents have original maturities of 90
days or less. For cash and cash equivalents, cost approximates market value.

F-8
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1996, 1997 and 1998

Property and Equipment

Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Company's
property and equipment as of December 31, 1997 and 1998, are as follows:

<TABLE>
<CAPTION>
Period of
1997 1998 Depreciation
---------- ----------- -------------
<S> <C> <C> <C>
PROPERTY AND EQUIPMENT:
Land................................. $ 117,000 $ 590,000 --
Building and improvements............ 148,000 248,000 31 years
Transmitter towers................... 2,146,000 2,282,000 7 or 15 years
Equipment............................ 3,651,000 5,609,000 5 to 7 years
Leasehold improvements............... 1,757,000 2,577,000 Life of Lease
---------- -----------
7,819,000 11,306,000
Less: Accumulated depreciation....... 3,387,000 4,589,000
---------- -----------
Property and equipment, net........ $4,432,000 $ 6,717,000
========== ===========
</TABLE>

Depreciation expenses for the fiscal years ended December 31, 1996, 1997 and
1998, were $706,000, $746,000 and $1,202,000, respectively.

Revenue Recognition

In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.

Barter Arrangements

The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred
barter revenue. The deferred barter costs are expensed or capitalized as they
are used, consumed or received. Deferred barter revenue is recognized as the
related advertising is aired.

Financial Instruments

Financial instruments as of December 31, 1997 and 1998, consist of cash and
cash equivalents, trade accounts receivable, accounts payable, accrued
expenses, long-term debt and preferred stock, all of which the carrying amounts
approximate fair value except for the Senior Subordinated Notes as of December
31, 1998, which have a fair value of approximately $84.5 million, as compared
to a carrying value of $78.5 million. The Company has estimated the fair value
of the debt, based on its estimate of what rate it could have issued that debt
as of December 31, 1998.

Comprehensive Income

The Company has adopted SFAS, No. 130, "Reporting Comprehensive Income" and
has determined that the Company does not have any comprehensive income
adjustments for the periods presented.

F-9
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1996, 1997 and 1998

Segment Reporting

The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" as of December 31, 1998, and has determined
that the Company has only one segment, radio broadcasting. The Company came to
this conclusion because the Company has one product or service, has the same
type of customer and operating strategy in each market, operates in one
regulatory environment, has only one management group that manages the entire
Company and provides information on the Company's results as one segment to the
key decision-maker to make decisions. All of the Company's revenue is derived
from the eastern half of the United States.

Earnings Available for Common Stockholders

The Company has certain senior cumulative redeemable preferred stock
outstanding which pays dividends at 15% per annum (see Note 3). The Company
accretes dividends on this preferred stock, which is payable when the preferred
stock is redeemed. The earnings available for common stockholders for the years
ended December 31, 1997 and 1998, is the net loss or income for each of the
years, less the accreted dividend of $2,037,000 and $3,716,000 during 1997 and
1998, respectively on the preferred stock.

Earnings Per Share

Earnings per share are based on the weighted average number of common and
diluted common equivalent shares for stock options and warrants outstanding
during the period the calculation is made, divided into the earnings available
for common stockholders. Diluted common equivalent shares consist of shares
issuable upon the exercise of stock options and warrants, using the treasury
stock method at the estimated IPO price. All warrants outstanding to acquire
common stock as of December 31, 1996, 1997 and 1998, will be exercised
concurrent with the closing of the IPO and have been reflected in the
calculation of earnings per share as if the stock granted from the exercise was
outstanding for all periods presented. The Company also issued stock to an
employee subsequent to year-end at a price below market value. The stock issued
has been reflected in the earnings per share calculation as if it was
outstanding for all periods presented (see Note 8). The weighted average shares
outstanding is calculated as follows:

<TABLE>
<CAPTION>
December 31,
-----------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Common stock outstanding..................... 4,716,000 4,716,000 4,716,000
Common stock issued from exercise of
warrants.................................... 4,625,000 4,625,000 4,625,000
Stock issued subsequent to year end.......... 51,000 51,000 51,000
--------- --------- ---------
Weighted average shares outstanding for both
basic and diluted earnings per share........ 9,392,000 9,392,000 9,392,000
========= ========= =========
</TABLE>

The Company effected a 34,061 for one stock split, effective May 6, 1999, in
conjunction with the planned IPO. All share data included in the accompanying
consolidated financial statements and notes thereto are as if the stock split
had occurred prior to the periods presented.

Also, effective February 25, 1999, the Company converted certain class A
common stock held by the principal stockholders to class B common stock which
will have ten votes per share, as compared to class A common stock which has
one vote per share, and certain of their class A common stock to class C common
stock. Class C common stock will have no voting rights except as required by
Delaware law. All share data included in the accompanying consolidated
financial statements and notes thereto are as if the stock conversion had
occurred prior to the periods presented.

F-10
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1996, 1997 and 1998

2. INTANGIBLE ASSETS:

Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1997 and 1998, are as follows:

<TABLE>
<CAPTION>
Period of
1997 1998 Amortization
----------- ------------ ------------
<S> <C> <C> <C>
FCC broadcast license................ $56,179,000 $103,792,000 7-15 Years
Goodwill............................. 7,609,000 39,272,000 15 Years
Debt financing....................... 2,147,000 3,186,000 Life of Debt
Favorable transmitter site and other
intangibles......................... 1,922,000 1,924,000 6-17 Years
Noncompete agreement................. 4,900,000 4,000,000 3 Years
----------- ------------
Total.............................. 72,757,000 152,174,000
Less: Accumulated amortization..... 17,815,000 24,535,000
----------- ------------
Net intangible assets.............. $54,942,000 $127,639,000
=========== ============
</TABLE>

Amortization expense for the fiscal years ended December 31, 1996, 1997 and
1998, was $3,556,000, $5,082,000 and $7,243,000, respectively. The amortization
of the deferred financing cost was charged to interest expense.

3. DEBT AND SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK:

As of December 31, 1997 and 1998, the Company's outstanding debt is as
follows:

<TABLE>
<CAPTION>
1997 1998
----------- ------------
<S> <C> <C>
Senior subordinated notes (net of $10,640,000 and
$7,020,000 unamortized discounts, respectively)... $74,838,000 $ 78,458,000
Line of credit..................................... -- 49,350,000
WYCB note payable and deferred interest............ -- 3,841,000
Other notes payable................................ 35,000 23,000
Capital lease obligations.......................... 81,000 67,000
----------- ------------
Total, noncurrent................................ $74,954,000 $131,739,000
=========== ============
</TABLE>

Senior Subordinated Notes

To finance the WPHI-FM acquisition (as discussed in Note 1) and to refinance
certain other debt, Radio One issued approximately $85,500,000 of 12% Senior
Subordinated notes due 2004. The notes were sold at a discount, with the net
proceeds to Radio One of approximately $72,750,000. The notes pay cash interest
at 7% per annum through May 15, 2000, and at 12% thereafter. In connection with
this debt offering, Radio One retired approximately $45,600,000 of debt
outstanding under a NationsBank credit agreement with the proceeds from the
offering. Radio One also exchanged approximately $20,900,000 of 15% Senior
Cumulative Redeemable Preferred Stock which must be redeemed by May 2005, for
an equal amount of Radio One's then outstanding subordinated notes and accrued
interest.

The 12% notes due 2004 are redeemable at any time and from time to time at
the option of the Company, in whole or in part, on or after May 15, 2001 at the
redemption prices set forth in the 12% notes due 2004, plus accrued and unpaid
interest to the date of redemption. In addition, on or prior to May 15, 2000,
the Company may redeem, at its option, up to 25% of the aggregate original
principal amount of the 12% notes due 2004 with the net proceeds of one or more
Public Equity Offerings at 112% of the Accreted Value thereof, together with
accrued and unpaid interest, if any, to the date of redemption, as long as at
least approximately $64.1 million of the aggregate principal amount of the 12%
notes due 2004 remains outstanding after each

F-11
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1996, 1997 and 1998

such redemption. Upon a Change of Control (as defined in the indenture), the
Company must commence an offer to repurchase the 12% notes due 2004 at 101% of
the Accreted Value thereof, plus accrued and unpaid interest, if any, to the
date of repurchase.

Lines of Credit

To finance the Bell Broadcasting and Allur-Detroit Acquisitions during 1998,
Radio One borrowed $49,350,000 from Credit Suisse First Boston, New York
Branch, and other financial institutions which is to mature on December 31,
2003. This credit agreement bears interest at the Eurodollar rate plus an
applicable margin. The average interest rate for the year ended December 31,
1998, was 7.58%. This credit agreement is secured by the property of the
Company (other than Unrestricted Subsidiaries), and interest and proceeds of
real estate and Key Man life insurance policies. During 1998, the month-end
weighted average and the highest month-end balances were $28,779,000 and
$49,350,000, respectively. Subsequent to December 31, 1998, the Company
increased its availability under the line of credit.

As of December 31, 1997, Radio One had a $7,500,000 outstanding line of
credit with NationBank. The interest rate was a base rate plus 1.375%. Radio
One's collateral for this line of credit consisted of liens and security
interest in all common and voting securities convertible or exchangeable into
common stock of the Company and substantially all of its assets (other than
WYCB Acquisition). This line of credit was not drawn on as of December 31,
1997. NationsBank was a participating financial institution in the line of
credit above, and this line of credit agreement was terminated when the Company
entered into the line of credit agreement with Credit Suisse First Boston and
one other financial institution, as discussed above.

During 1995, through a revolving credit agreement (the NationsBank Credit
Agreement) with NationsBank of Texas, N.A. and the other lenders who were
parties, Radio One borrowed $53,000,000 which was to mature on March 31, 2002.
The NationsBank Credit Agreement was refinanced on May 19, 1997, as part of the
Senior Subordinated Notes financing discussed above. The NationsBank Credit
Agreement bore interest at the LIBOR 30-day rate, plus an applicable margin.
The average interest rate for the years ending December 31, 1996 and 1997, was
8.25% and 9.28%, respectively. The credit agreement was secured by all property
of the Company (other than unrestricted subsidiaries) and interest and proceeds
of real estate and Key Man life insurance policies.

Senior Cumulative Redeemable Preferred Stock

On May 19, 1997, concurrent with the debt issuance, all of the holders of
Radio One Subordinated Promissory Notes converted all of their existing
subordinated notes consisting of approximately $17,000,000, together with any
and all accrued interest thereon of approximately $3,900,000 and outstanding
warrants, for shares of Senior Cumulative Redeemable Preferred Stock, which
must be redeemed in May 2005, and stock warrants to purchase 147.04 shares of
common stock. The Senior Cumulative Redeemable Preferred Stock can be redeemed
at 100% of its liquidation value, which is the principal and accreted
dividends. The dividends on each share accrues on a daily basis at a rate of
15% per annum. Preferred stock dividends of approximately $2,037,000 and
$3,716,000 were accrued during the years ended December 31, 1997 and 1998,
respectively. If Radio One does not redeem all of the issued and outstanding
preferred shares on the mandatory redemption date or upon the occurrence of an
event of noncompliance, the holders may elect to have the Dividend Rate
increase to 18% per annum. In the event Radio One does not meet any required
performance target relating exclusively to the operation of WPHI-FM, the
Dividend Rate for each preferred share shall be increased to 17% per annum.

Other Notes Payable

During 1996, Radio One entered into two notes totaling $51,000 with
NationsBank to purchase vehicles. These notes bear interest at 8.74% and 8.49%,
require monthly principal and interest payments of $789 and $471 and mature on
April 30, 2000, and December 2, 2000.

F-12
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1996, 1997 and 1998

Refinancing of Debt

During 1997, Radio One retired $45,600,000 of outstanding debt. Associated
with the retirement of the debt, Radio One incurred certain early prepayment
penalties and legal fees, and had to write-off certain deferred financing costs
associated with the debt retired. These costs amounted to $1,985,000 and were
recorded as an extraordinary item in the accompanying statements of operations.

4. COMMITMENTS AND CONTINGENCIES:

Leases

Radio One has various operating leases for office space, studio space,
broadcast towers and transmitter facilities which expire on various dates
between May 1999 through October 15, 2003. One of these leases is for office
and studio space in Baltimore, Maryland, and is with a partnership in which two
of the partners are stockholders of the Company (see Note 6).

The following is a schedule of the future minimum rental payments required
under the operating leases that have an initial or remaining noncancelable
lease term in excess of one year as of December 31, 1998.

<TABLE>
<CAPTION>
Year
----
<S> <C>
1999........................................................ $1,007,000
2000........................................................ 1,055,000
2001........................................................ 1,075,000
2002........................................................ 838,000
2003........................................................ 830,000
Thereafter.................................................. 4,578,000
</TABLE>

Total rent expense for the years ended December 31, 1996, 1997 and 1998, was
$777,000, $809,000 and $888,000, respectively.

FCC Broadcast Licenses

Each of the Company's radio stations operates pursuant to one or more
licenses issued by the Federal Communications Commission (FCC) that have a
maximum term of eight years prior to renewal. The Company's radio operating
licenses expire at various times from October 1, 2003, to August 1, 2006.
Although the Company may apply to renew its FCC licenses, third parties may
challenge the Company's renewal applications. The Company is not aware of any
facts or circumstances that would prevent the Company from having its current
licenses renewed.

Litigation

The Company has been named as a defendant in several legal actions occurring
in the ordinary course of business. It is management's opinion, after
consultation with its legal counsel, the outcome of these claims will not have
a material adverse effect on the Company's financial position or results of
operations.

5. INCOME TAXES:

Effective January 1, 1996, Radio One elected to be treated as an S
Corporation under Subchapter S of the Internal Revenue Code. As an S
Corporation, the stockholders separately account for their pro-rata share of
Radio One's income, deductions, losses and credits. Effective May 19, 1997, the
Company's S Corporation status was terminated.

F-13
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1996, 1997 and 1998

In connection with the conversion to a C corporation, in accordance with SEC
Staff Accounting Bulletin 4.B, Radio One transferred the amount of the
undistributed losses up to the amount of additional paid-in capital at the date
of conversion to additional paid-in capital.

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). Under SFAS 109, deferred income taxes reflect the impact of temporary
differences between the assets and liabilities recognized for financial
reporting purposes and amounts recognized for tax purposes. Deferred taxes are
based on tax laws as currently enacted.

During 1998, the Company acquired the stock of three companies. Associated
with these stock purchases, the Company allocated the purchase price to the
related assets acquired, with the excess purchase price allocated to goodwill.
In a stock purchase, for income tax purposes, the underlying assets of the
acquired companies retain their historical tax basis. Accordingly, the Company
recorded a deferred tax liability of approximately $16,863,000 related to the
difference between the book and tax basis for all of the assets acquired
(excluding goodwill). The result of recording this deferred tax liability is
reflected as additional goodwill of $16,863,000 related to these acquisitions.

A reconciliation of the statutory federal income taxes to the recorded
income tax provision for the years ended December 31, 1996, 1997 and 1998, is
as follows:

<TABLE>
<CAPTION>
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Statutory tax (@ 35% rate).......... $(1,263,000) $(1,730,000) $ (257,000)
Effect of state taxes, net of
federal............................ (217,000) (245,000) (29,000)
Establishment of S corporation loss
to its stockholders................ 1,480,000 984,000 --
Effect of net deferred tax asset in
conversion to
C corporation...................... -- (1,067,000) --
Nondeductible goodwill.............. -- -- 769,000
Valuation reserve................... -- 2,058,000 (2,058,000)
----------- ----------- -----------
Benefit for income taxes.......... $ -- $ -- $(1,575,000)
=========== =========== ===========
</TABLE>

The components of the provision for income taxes for the years ended
December 31, 1997 and 1998, are as follows:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Current.......................................... $ -- $ 463,000
Deferred......................................... (991,000) 20,000
Establishment of net deferred tax asset in
conversion to C corporation..................... (1,067,000) --
Valuation reserve................................ 2,058,000 (2,058,000)
----------- -----------
Benefit for income taxes....................... $ -- $(1,575,000)
=========== ===========
</TABLE>

F-14
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1996, 1997 and 1998

Deferred income taxes reflect the net tax effect of temporary differences
between the financial statement and tax basis of assets and liabilities. The
significant components of the Company's deferred tax assets and liabilities as
of December 31, 1997 and 1998, are as follows:

<TABLE>
<CAPTION>
1997 1998
----------- ------------
<S> <C> <C>
Deferred tax assets--
FCC and other intangibles amortization.......... $ 246,000 $ 1,152,000
Reserve for bad debts........................... 353,000 473,000
NOL carryforward................................ 1,746,000 400,000
Accruals........................................ -- 268,000
Barter activity................................. -- 85,000
Interest expense................................ -- 479,000
Other........................................... 2,000 20,000
----------- ------------
Total deferred tax assets..................... 2,347,000 2,877,000
----------- ------------
Deferred tax liabilities--
FCC license..................................... -- (16,525,000)
Depreciation.................................... (279,000) (539,000)
Other........................................... (10,000) (238,000)
----------- ------------
Total deferred tax liabilities................ (289,000) (17,302,000)
----------- ------------
Net deferred tax asset (liability)................ 2,058,000 (14,425,000)
Less: Valuation reserve........................... (2,058,000) --
----------- ------------
Net deferred taxes included in the accompanying
consolidated balance sheets...................... $ -- $(14,425,000)
=========== ============
</TABLE>

A 100% valuation reserve was applied against the net deferred tax asset as
of December 31, 1997, as its realization was not more likely than not to be
realized. During the year ended December 31, 1998, this valuation allowance was
reversed as the deferred tax assets were likely to be realized.

During 1998, the Company utilized its entire NOL carryforward, but acquired
an approximate $1,200,000 net operating loss from the purchase of Allur-
Detroit, Inc. This net operating loss acquired can only be utilized as Allur-
Detroit, Inc. has taxable income.

6. RELATED PARTY TRANSACTIONS:

Radio One leases office space for $8,000 per month from a partnership in
which two of the partners are stockholders of Radio One (Note 4). Total rent
paid to the stockholders for fiscal years 1996, 1997 and 1998, was $96,000,
$96,000 and $96,000, respectively. Radio One also has a net receivable as of
December 31, 1997 and 1998, of approximately $68,000 and $4,000, respectively,
due from Radio One of Atlanta, Inc. (ROA), of which an executive officer and
stockholder of Radio One is a major stockholder of ROA. Effective January 1,
1998 Radio One charged ROA a management fee of $300,000 per year, and prior to
January 1, 1998, the fee was $100,000 per year.

The stockholders of Radio One of Atlanta, Inc. have agreed in principle to
sell their shares of Radio One of Atlanta, Inc. to the Company in exchange for
shares of the Company's Common Stock.

As of December 31, 1998, the Company has a loan outstanding of $380,000, and
accrued interest of $7,000 from an officer. The loan is due May 2003 and bears
interest at 5.6%.

F-15
<PAGE>

RADIO ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1996, 1997 and 1998

7. PROFIT SHARING:

Radio One has a 401(k) profit sharing plan for its employees. Radio One can
contribute to the plan at the discretion of its board of directors. Radio One
made no contribution to the plan during fiscal year 1996, 1997 or 1998.

8. SUBSEQUENT EVENTS:

In January 1999, the Company granted shares of common stock of the Company
to an officer of the Company. These shares will vest over three years. The
Company recognized compensation expense of approximately $200,000 during 1999,
which is the difference between the fair value of the stock on the grant date
and the exercise price of stock.

On February 26, 1999, Radio One signed an asset purchase agreement for the
broadcasting assets of two radio stations located in Richmond, Virginia, for
approximately $12,000,000. The Company expects to complete this transaction
during the second quarter of 1999.

On February 10, 1999, Radio One signed an agreement to purchase the assets
of a radio station located in the Richmond, Virginia, area for approximately
$4,600,000. Radio One made a deposit of $200,000 related to this purchase.

In February 1999, Radio One signed a letter of intent to purchase the
broadcasting assets of two radio stations located in Cleveland, Ohio, for
approximately $20,000,000. The Company expects to complete this transaction
during the first half of 1999.

In March 1999, Radio One signed a letter of intent to purchase the
broadcasting assets of four radio stations located in Richmond, Virginia for
approximately $34,000,000. The Company expects to complete this transaction
during the first half of 1999.

In March 1999, the Company adopted a stock option and grant plan which
provides for the issuance of qualified and nonqualified stock options and
grants to full-time key employees. The Plan allows the issuance of common stock
at the discretion of the Company's board of directors. There are no options
currently outstanding under this plan. In May 1999, the Company granted 213,395
options to certain employees.

During 1999, the Company made a $1,000,000 investment in PNE Media Holdings,
LLC, a privately-held outdoor advertising company.

F-16
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Radio One of Atlanta, Inc.:

We have audited the accompanying consolidated balance sheets of Radio One of
Atlanta, Inc. (a Delaware corporation) and subsidiary as of December 31, 1997
and 1998, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Radio One
of Atlanta, Inc. and subsidiary as of December 31, 1997 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1998, in conformity with generally
accepted accounting principles.

/s/ Arthur Andersen LLP

Baltimore, Maryland,
February 19, 1999

F-17
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
As of December 31, 1997 and 1998, and March 31, 1999

<TABLE>
<CAPTION>
December 31,
------------------------ March 31,
1997 1998 1999
----------- ----------- -----------
(unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............. $ 1,117,000 $ 1,711,000 $ 2,133,000
Trade accounts receivable, net of
allowance for doubtful accounts of
$112,000 and $312,000 as of December
31, 1997 and 1998, respectively...... 1,259,000 2,479,000 1,694,000
Prepaid expenses and other............ 59,000 82,000 937,000
Due from Mableton..................... 77,000 120,000 --
Income tax receivable................. -- 164,000 --
----------- ----------- -----------
Total current assets................ 2,512,000 4,556,000 4,764,000
PROPERTY AND EQUIPMENT, net............. 585,000 1,758,000 2,097,000
INTANGIBLE ASSETS, net.................. 10,994,000 10,867,000 11,187,000
OTHER ASSETS............................ 112,000 40,000 52,000
DEFERRED TAXES.......................... -- 60,000 117,000
----------- ----------- -----------
Total assets........................ $14,203,000 $17,281,000 $18,217,000
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable...................... $ 108,000 $ 276,000 $ 339,000
Accrued expenses...................... 782,000 909,000 1,168,000
Current portion of long-term debt..... 568,000 327,000 269,000
Due to affiliate...................... 68,000 4,000 304,000
----------- ----------- -----------
Total current liabilities........... 1,526,000 1,516,000 2,080,000
LONG-TERM DEBT AND DEFERRED INTEREST,
net of current portion................. 13,398,000 15,525,000 15,727,000
----------- ----------- -----------
Total liabilities................... 14,924,000 17,041,000 17,807,000
----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $1 par value, 14,670
shares authorized, 10,000 shares
issued and outstanding............... 10,000 10,000 10,000
Additional paid-in capital............ 978,000 1,390,000 1,390,000
Accumulated deficit................... (1,709,000) (1,160,000) (990,000)
----------- ----------- -----------
Total stockholders' (deficit)
equity............................. (721,000) 240,000 410,000
----------- ----------- -----------
Total liabilities and stockholders'
equity............................. $14,203,000 $17,281,000 $18,217,000
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-18
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996, 1997 and 1998
And for the Three Months Ended March 31, 1999

<TABLE>
<CAPTION>
December 31, March 31,
----------------------------------- ----------------------
1996 1997 1998 1998 1999
---------- ---------- ----------- ---------- ----------
(unaudited)
<S> <C> <C> <C> <C> <C>
REVENUE:
Broadcast revenue,
including barter
revenue of $112,000,
$86,000 and $51,000,
respectively......... $4,257,000 $6,525,000 $11,577,000 $1,684,000 $2,803,000
Less: Agency
commissions.......... 497,000 794,000 1,437,000 195,000 356,000
---------- ---------- ----------- ---------- ----------
Net broadcast
revenue............ 3,760,000 5,731,000 10,140,000 1,489,000 2,447,000
---------- ---------- ----------- ---------- ----------
OPERATING EXPENSES:
Program and
technical............ 1,017,000 1,432,000 1,418,000 303,000 478,000
Selling, general and
administrative....... 1,426,000 1,994,000 4,111,000 673,000 910,000
Corporate expenses.... 241,000 637,000 667,000 80,000 96,000
Depreciation and
amortization......... 429,000 577,000 896,000 129,000 202,000
---------- ---------- ----------- ---------- ----------
Total operating
expenses........... 3,113,000 4,640,000 7,092,000 1,185,000 1,686,000
---------- ---------- ----------- ---------- ----------
Operating income.... 647,000 1,091,000 3,048,000 304,000 761,000
INTEREST EXPENSE,
including amortization
of deferred financing
costs.................. 839,000 1,663,000 2,007,000 471,000 491,000
OTHER EXPENSES (INCOME),
net.................... -- 111,000 (7,000) (9,000) --
---------- ---------- ----------- ---------- ----------
(Loss) income before
provision for
income taxes....... (192,000) (683,000) 1,048,000 (158,000) 270,000
PROVISION (BENEFIT) FOR
INCOME TAXES........... -- -- 499,000 (74,000) 100,000
---------- ---------- ----------- ---------- ----------
Net (loss) income... $ (192,000) $ (683,000) $ 549,000 $ (84,000) $ 170,000
========== ========== =========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-19
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1996, 1997 and 1998
And for the Three Months Ended March 31, 1999

<TABLE>
<CAPTION>
Total
Additional Stockholders'
Common Paid-In Accumulated (Deficit)
Stock Capital Deficit Equity
------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995....... $ -- $ -- $ (834,000) $ (834,000)
Net loss....................... -- -- (192,000) (192,000)
------- ---------- ----------- -----------
BALANCE, December 31, 1996....... -- -- (1,026,000) (1,026,000)
Net loss....................... -- -- (683,000) (683,000)
Issuance of stock options below
market........................ -- 264,000 -- 264,000
Tax benefit of issuance of
stock options below market.... -- 106,000 -- 106,000
Allocation for stock issued in
conjunction with debt......... -- 608,000 -- 608,000
Issuance of common stock....... 10,000 -- -- 10,000
------- ---------- ----------- -----------
BALANCE, December 31, 1997....... 10,000 978,000 (1,709,000) (721,000)
Net income..................... -- -- 549,000 549,000
Issuance of stock options below
market........................ -- 294,000 -- 294,000
Tax benefit of issuance of
stock options below market.... -- 118,000 -- 118,000
------- ---------- ----------- -----------
BALANCE, December 31, 1998....... 10,000 1,390,000 (1,160,000) 240,000
Net income..................... -- -- 170,000 170,000
------- ---------- ----------- -----------
BALANCE, March 31, 1999
(unaudited)..................... $10,000 $1,390,000 $ (990,000) $ 410,000
======= ========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-20
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996, 1997 and 1998
And for the Three Months Ended March 31, 1998 and 1999

<TABLE>
<CAPTION>
December 31, March 31,
--------------------------------- ----------------------
1996 1997 1998 1998 1999
--------- ---------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss).... $(192,000) $ (683,000) $ 549,000 $ (84,000) $ 170,000
Adjustments to
reconcile net income
(loss) to net cash
from operating
activities:
Depreciation and
amortization...... 429,000 577,000 896,000 129,000 202,000
Amortization of
debt financing
costs and
unamortized
discount.......... 399,000 172,000 630,000 276,000 424,000
Compensation
expense from stock
options granted... -- 264,000 294,000 -- --
Loss on disposals.. -- 157,000 -- -- --
Deferred tax
liability......... -- -- 58,000 -- (57,000)
Effect of change in
operating assets
and liabilities--
Trade accounts
receivable...... (774,000) (243,000) (1,220,000) 322,000 785,000
Prepaid expenses
and other....... (16,000) (4,000) (23,000) (35,000) (855,000)
Due from
Mableton........ -- (77,000) (43,000) -- 120,000
Income tax
receivable...... -- -- (164,000) -- 164,000
Other assets..... -- (112,000) 72,000 -- (12,000)
Accounts
payable......... (22,000) 97,000 168,000 -- 63,000
Accrued
expenses........ 423,000 386,000 127,000 (419,000) 259,000
Due to
affiliate....... (19,000) (10,000) (64,000) 25,000 300,000
--------- ---------- ---------- ---------- ----------
Net cash flows
from operating
activities.... 228,000 524,000 1,280,000 214,000 1,563,000
--------- ---------- ---------- ---------- ----------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of property
and equipment....... (235,000) (385,000) (1,242,000) (179,000) (421,000)
Acquisition of
Dogwood............. -- (6,792,000) -- --
Acquisition of
intangibles......... -- -- (678,000) (100,000) (440,000)
--------- ---------- ---------- ---------- ----------
Net cash flows
from investing
activities.... (235,000) (7,177,000) (1,920,000) (279,000) (861,000)
--------- ---------- ---------- ---------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from debt
issuance............ -- 7,577,000 2,000,000 -- --
Repayment of debt.... -- -- (744,000) (198,000) (280,000)
Deferred debt
financing costs..... -- (60,000) (22,000) -- --
Issuance of common
stock............... -- 10,000 -- -- --
--------- ---------- ---------- ---------- ----------
Net cash flows
from financing
activities.... -- 7,527,000 1,234,000 (198,000) (280,000)
--------- ---------- ---------- ---------- ----------
(DECREASE) INCREASE IN
CASH AND
CASH EQUIVALENTS...... (7,000) 874,000 594,000 (263,000) 422,000
CASH AND CASH
EQUIVALENTS, beginning
of period............. 250,000 243,000 1,117,000 1,117,000 1,711,000
--------- ---------- ---------- ---------- ----------
CASH AND CASH
EQUIVALENTS, end of
period................ $ 243,000 $1,117,000 $1,711,000 $ 854,000 $2,133,000
========= ========== ========== ========== ==========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW
INFORMATION:
Cash paid for
interest............ $ 441,000 $1,305,000 $1,616,000 $ 400,000 $ 400,000
========= ========== ========== ========== ==========
Income taxes paid.... $ -- $ -- $ 499,000 $ -- $ 100,000
========= ========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-21
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization and Business

Radio One of Atlanta, Inc. (the Company) owns and operates a radio station
serving the Atlanta, Georgia, market, and its subsidiary, Dogwood
Communications, Inc. (Dogwood) owns a radio station serving the Atlanta,
Georgia market. The Company started operations in June, 1995. The Company is
highly leveraged, which requires substantial interest payments and may impair
the Company's ability to obtain additional financing. The Company's operating
results are significantly affected by its market share in the Atlanta, Georgia
market.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of
the Company and its subsidiary, Dogwood (see Note 2). All significant
intercompany accounts and transactions have been eliminated in consolidation.
The accompanying consolidated financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Property and Equipment

<TABLE>
<CAPTION>
December 31,
------------------- Period of
1997 1998 Depreciation
-------- ---------- -------------
<S> <C> <C> <C>
PROPERTY AND EQUIPMENT:
Transmitter towers....................... $335,000 $ 493,000 7 Years
Equipment................................ 364,000 967,000 5 to 7 Years
Leasehold improvements................... 14,000 14,000 Life of Lease
Furniture and fixtures................... -- 185,000 5 to 7 Years
Construction in progress................. -- 296,000
-------- ----------
713,000 1,955,000
Less: Accumulated depreciation........... 128,000 197,000
-------- ----------
Property and equipment, net............ $585,000 $1,758,000
======== ==========
</TABLE>

Depreciation expense for the fiscal years ended December 31, 1996, 1997 and
1998, was $38,000, $64,000 and $69,000, respectively.

F-22
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Organizational Costs

As of December 31, 1998, Dogwood had $24,000 of unamortized organization
costs. In April 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
98-5 (the "SOP") regarding financial reporting on the costs of start-up
activities. Under the SOP, organizational costs are considered start-up costs
and, commencing with fiscal years beginning after December 15, 1998, entities
are required to expense such costs as they are incurred. The Company decided to
expense the unamortized organizational costs as of December 31, 1998.

Revenue Recognition

In accordance with industry practice, revenue for commercial broadcasting
advertisements is recognized when the commercial is broadcast.

Barter Arrangements

Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts
are recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.

The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred
barter revenue. The deferred barter costs are expensed or capitalized as they
are used or received. Deferred barter revenue is recognized as the related
advertising is aired.

Financial Instruments

Financial instruments as of December 31, 1997 and 1998, consist of cash and
cash equivalents, trade accounts receivable, accounts payable, accrued
expenses, and long-term debt, all of which the carrying amounts approximate
fair value.

Reclassifications

Certain reclassifications have been made to the 1997 financial statements in
order to conform with the 1998 presentation.

Comprehensive Income

The Company has adopted SFAS, No. 130, "Reporting Comprehensive Income." The
Company does not have any comprehensive income adjustments.

Segment Reporting

The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" as of December 31, 1998, and has determined
the Company has only one segment, radio broadcasting.

F-23
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Interim Financial Statements (unaudited)

The interim consolidated financial statements included herein for the
Company have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. In management's
opinion, the interim financial data presented herein include all adjustments
(which include only normal recurring adjustments) necessary for a fair
presentation. Certain information and footnote disclosures normally included in
the financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. Results for interim periods are not necessarily indicative of
results to be expected for the full year.

On March 30, 1999, Radio One, Inc. acquired the Company for approximately
3.3 million shares of Radio One's common stock and the assumption of
indebtedness of the Company and Dogwood. Also, on March 30, 1999, the Company
acquired the remaining approximate 67% of Dogwood for $3.6 million. Upon the
completion of these acquisitions, the Company became a wholly owned subsidiary
of Radio One, and Dogwood became a wholly owned subsidiary of the Company. (See
Notes 2 and 8)

2. DOGWOOD COMMUNICATIONS, INC.:

In April 1997, the Company's founder and stockholder transferred his 33 1/3%
ownership interest in Dogwood to the Company in return for the Company assuming
responsibility for certain liabilities of Dogwood. Concurrent with the transfer
of ownership, the Company contributed approximately $6 million to Dogwood to
retire Dogwood's outstanding debt. This stockholder also assigned to the
Company his option to purchase the portion of Dogwood owned by others. The
Company exercised the option to purchase up to 80% of Dogwood during 1998, for
$100,000. The Company intends to exercise its option to purchase the remaining
20% for $3.5 million during 1999.

The Company owns 33 1/3% of Dogwood, it has the ability to acquire an
additional 46 2/3% for $100,000, it has 45 1/2% of the voting control of
Dogwood, and it programs the station owned by Dogwood through a local marketing
agreement (LMA). During the years ended December 31, 1997 and 1998, Dogwood's
primary activity was an LMA of the station to the Company (the station went on
the air on December 16, 1997). As the Company controls Dogwood's operations,
Dogwood has been consolidated with the Company in the accompanying financial
statements.

3. INTANGIBLE ASSETS:

Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1997 and 1998, are as follows:

<TABLE>
<CAPTION>
December 31,
----------------------- Period of
1997 1998 Amortization
----------- ----------- ------------
<S> <C> <C> <C>
Debt financing costs.................... $ 313,000 $ 335,000 Life of debt
FCC broadcast license and other......... 11,602,000 12,280,000 15 Years
Organizational costs.................... 203,000 -- 5 Years
----------- -----------
Total................................. 12,118,000 12,615,000
Less: Accumulated amortization.......... 1,124,000 1,748,000
----------- -----------
Net intangible assets................. $10,994,000 $10,867,000
=========== ===========
</TABLE>

Amortization expense for the years ended December 31, 1996, 1997 and 1998,
was $391,000, $513,000 and $827,000, respectively. The amortization of the debt
financing costs was charged to interest expense.

F-24
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

4. LONG-TERM DEBT:

The Company is obligated under a long-term senior note and various
subordinated notes payable as follows:

<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1998
----------- -----------
<S> <C> <C>
Allied Investment Corporation and its affiliates
(senior)........................................... $10,000,000 $12,000,000
Alta Subordinated Debt Partners III, L.P. (net of
$508,000 and $360,000 of unamortized discount
allocated to stock issuance)....................... 1,069,000 1,217,000
Syncom Capital Corporation (subordinate)............ 1,000,000 1,000,000
Shareholder (subordinate)........................... 1,000,000 960,000
Design Media, Inc. (subordinate).................... 235,000 --
Accrued interest on senior and subordinated notes... 662,000 675,000
----------- -----------
Total............................................. 13,966,000 15,852,000
Less: Current portion of long-term debt............. 568,000 327,000
----------- -----------
Total............................................. $13,398,000 $15,525,000
=========== ===========
</TABLE>

Allied Investment Corporation Debt

The start-up of the Company was partially financed through a $4,000,000
long-term debt agreement with Allied Investment Corporation and certain of its
affiliates (collectively Allied). The loan bore interest at 14%. Terms of the
note required only partial interest payments until January 1, 1997.

In April 1997, the Company renegotiated the prior Allied debt. In connection
with that renegotiation, Allied amended and restated the prior Allied debt to
provide the Company and Dogwood (see Note 2) to become co-borrowers with
respect to the $4,000,000 debt and to jointly borrow an additional $6,000,000.
In connection with this amended and restated loan, new senior secured
debentures totaling $10,000,000 were issued jointly by the Company and Dogwood,
whereby the Company will carry the debt on its books and Dogwood will act as
the guarantor. The agreements have an interest rate that ranges from 12.5% to
13.5% and matures on March 1, 2001. Interest only payments are due monthly
until May 1, 1999. Subsequent to that date, monthly principal and interest
payments are due. Also, as part of the renegotiation, the Company signed notes
for interest that had accrued but was unpaid as of December 31, 1996, on the
prior Allied debt.

In September 1998, the Company borrowed an additional $2,000,000 from
Allied. This debt has an interest rate ranging from 12.5% to 13.5%, and
principal and interest payments are due monthly until the debt matures on March
1, 2001.

In April 1997, the Company also amended and restated its Security Agreement
with Allied which grants them a security interest in all of the Company's
collateral, which includes all tangible and intangible property, all the issued
and outstanding stock of the Company, and the Company's rights and interest in
Dogwood.

The prior Allied debt was issued with detachable warrants that granted
Allied the right to acquire an equity interest in the Company. The warrants
have an aggregate exercise price of $100 per share. During 1997, the warrants
were exercised and the Company issued Allied 1,430 shares of common stock.

Subordinated Notes

In April 1997, the Company also entered into a $1,577,000 Senior Secured
Subordinated Promissory Note with Alta Subordinated Debt Partners III, L.P. The
note has an interest rate of 11%, and the unpaid principal

F-25
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

and accrued interest on the note is due on April 1, 2001. The Company also
issued 1,500 shares of common stock in connection with the note. The Company
allocated the proceeds between debt and additional paid-in capital, based on
the pro-rata value of the debt and the common stock. As such, $969,000 was
assigned to the debt and $608,000 was assigned to the value of the common
stock. The value assigned to the common stock was recorded as an increase in
additional paid-in capital. The value assigned to the debt was less than the
face value, and such discount will be amortized over the life of the related
debt using the effective interest method.

The Syndicated Communications Venture Partners II, L.P. (Syncom) debt bears
an interest rate of 11% on the original principal balance of $1,000,000. In
April 1997, the Company amended the subordinated note with Syncom. Under the
new terms of the agreement, interest accrues and is added to the principal
balance, except that beginning with the period of June 20, 1998, the Company is
required to make $18,958 monthly payments. Unpaid principal and accrued
interest is due April 1, 2001.

During 1995, the Syncom note was issued with detachable stock warrants
allowing Syncom to purchase 2,400 shares of the Company for a purchase price of
$100. During 1997, the warrants were exercised and the Company issued Syncom
2,400 shares of common stock.

This note is also secured by a security agreement for the property and
equipment of the Company.

The Company has a note payable to its shareholder of $1,000,000, which bears
interest at 8%. Interest only payments were made monthly until July 1, 1998. At
that time, monthly principal and interest payments of $12,133 began. Unpaid
principal is due June 20, 2002.

The Design Media, Inc.'s note of $235,000 bore interest at 8%. Interest only
payments were made monthly until July 1, 1998. During 1998, the note was repaid
in full.

The aggregate maturities of debt as of December 31, 1998, are as follows:

<TABLE>
<CAPTION>
Year Total
---- -----------
<S> <C>
1999........................................................... $ 327,000
2000........................................................... 1,620,000
2001........................................................... 13,175,000
2002........................................................... 730,000
-----------
Total........................................................ $15,852,000
===========
</TABLE>

5. LEASES:

The Company leases office space which expires in October 2004 and broadcast
towers which expire through December 2009.

The following is a schedule of the future minimum rental payments required
under the operating leases that have an initial or remaining noncancellable
lease term in excess of one year as of December 31, 1998:

<TABLE>
<CAPTION>
Year
----
<S> <C>
1999.............................................................. $170,000
2000.............................................................. 163,000
2001.............................................................. 164,000
2002.............................................................. 170,000
2003.............................................................. 170,000
Thereafter........................................................ 259,000
</TABLE>

F-26
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Total rent expense for the years ending December 31, 1996, 1997 and 1998,
was $54,000, $57,000 and $93,000, respectively.

6. STOCK OPTION PLAN:

During 1997, the Company granted stock options to an officer of the Company
for up to 700 shares of the Company's common stock for $1.00 each. Of the 700
shares, 400 shares vested immediately and were exercised during 1997. The
officer was granted the remaining options after certain performance results
were achieved during 1998. These options granted in 1998 vested immediately. As
the options to acquire 400 shares and 300 shares granted and vested during 1997
and 1998, respectively, were significantly below their estimated fair market
value, the Company recognized compensation expense of $264,000 and $294,000
during 1997 and 1998, respectively. Compensation expense represented the
difference between the estimated fair market value of the stock and the
exercise price. The Company also recognized an income tax benefit of $106,000
and $118,000 during 1997 and 1998, respectively, related to the options, which
has been recorded as additional paid-in capital.

7. INCOME TAXES:

Effective March 31, 1997, the Company converted from an S corporation to a C
corporation. At the date of conversion, the Company had no additional paid-in
capital to convert to retained earnings.

A reconciliation of the statutory federal income taxes to the recorded
income tax provision for the years ended December 31, 1996, 1997 and 1998, is
as follows:

<TABLE>
<CAPTION>
1996 1997 1998
-------- --------- --------
<S> <C> <C> <C>
Statutory tax (@ 35% rate)................... $(67,000) $(239,000) $367,000
Effect of state taxes, net of federal........ (9,000) (32,000) 42,000
Nondeductible amortization................... -- -- 154,000
Effect of losses while an S corporation...... 76,000 264,000 --
Establish benefit for deferred taxes at C
corporation
Conversion.................................. -- (57,000) --
Valuation reserve............................ -- 64,000 (64,000)
-------- --------- --------
Provision for income taxes................. $ -- $ -- $499,000
======== ========= ========
</TABLE>

The components of the provision for income taxes for the years ended
December 31, 1997 and 1998, are as follows:

<TABLE>
<CAPTION>
1997 1998
-------- --------
<S> <C> <C>
Current................................................ $ -- $335,000
Deferred............................................... (64,000) 228,000
Valuation reserve...................................... 64,000 (64,000)
-------- --------
Provision for income taxes........................... $ -- $499,000
======== ========
</TABLE>

F-27
<PAGE>

RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
1997 1998
-------- --------
<S> <C> <C>
Deferred tax assets--
Reserve for bad debts................................ $ 44,000 $118,000
NOL carryforward..................................... 79,000 --
-------- --------
Total deferred tax assets.......................... 123,000 118,000
Deferred tax liabilities--
Depreciation and amortization........................ (59,000) (58,000)
-------- --------
Net deferred tax asset................................. 64,000 60,000
Less: Valuation reserve................................ (64,000) --
-------- --------
Net deferred taxes included in the accompanying
consolidated balance sheets........................... $ -- $ 60,000
======== ========
</TABLE>

A 100% valuation reserve was applied against the net deferred tax asset as
of December 31, 1997, as its realization was not more likely than not to be
realized. During 1998, this valuation allowance was reversed as the deferred
tax assets would likely be realized. During 1998, the Company utilized its
entire net operating loss carryforward.

8. RELATED PARTY TRANSACTIONS:

The Company is affiliated with Radio One, Inc., as a stockholder of the
Company is also a stockholder of Radio One, Inc. The Company has a due to
affiliate of $68,000 and $4,000 as of December 31, 1997 and 1998, respectively,
for expenses paid by Radio One, Inc. on behalf of the Company and for
administrative services. During the years ended December 31, 1996, 1997 and
1998, the Company incurred expenses of $100,000, $100,000 and $300,000,
respectively, for administrative services which Radio One, Inc. performed for
the Company.

The Company has $77,000 and $120,000 recorded as a receivable from Mableton
Investment Group (Mableton) as of December 31, 1997 and 1998, respectively.
These balances represent costs incurred by the Company for research and
feasibility studies on behalf of a new radio station to be owned by Mableton, a
company owned by a stockholder of the Company.

The stockholders of the Company agreed in principle to sell their shares of
the Company to Radio One, Inc. in exchange for shares of Radio One, Inc.'s
common stock. A stockholder of the Company will receive a $1.2 million fee
related to this acquisition.

Subsequent to year end, the Company made a $263,000 unsecured loan to an
employee. The loan bears interest at 5.56% and is payable on demand.

9. PROFIT SHARING:

The Company's employees participate in a 401K profit sharing plan sponsored
by Radio One, Inc., an affiliate of the Company (see Note 8). The Company's
contribution is at the direction of its board of directors. The Company made no
contributions to the plan during fiscal years 1996, 1997 or 1998.

F-28
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Radio One, Inc.:

We have audited the accompanying balance sheet of Bell Broadcasting Company
(a Michigan Corporation) (the Company) as of December 31, 1997, and the related
statements of operations, changes in stockholders' equity and cash flows for
the years ended December 31, 1996 and 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Bell Broadcasting Company
as of December 31, 1997, and the results of its operations and its cash flows
for the years ended December 31, 1996 and 1997, in conformity with generally
accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Baltimore, Maryland,
August 28, 1998

F-29
<PAGE>

BELL BROADCASTING COMPANY

BALANCE SHEETS
As of December 31, 1997 and June 30, 1998

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash................................................ $ 226,000 $ 186,000
Trade accounts receivable, net of allowance for
doubtful accounts of $28,000 and $69,000,
respectively....................................... 951,000 918,000
Current portion of notes receivable................. 13,000 14,000
Prepaid expenses and other.......................... 34,000 6,000
---------- ----------
Total current assets.............................. 1,224,000 1,124,000
PROPERTY AND EQUIPMENT, net........................... 859,000 1,139,000
NOTES RECEIVABLE, net of current portion.............. 491,000 184,000
OTHER ASSETS.......................................... 38,000 20,000
---------- ----------
Total assets...................................... $2,612,000 $2,467,000
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.................................... $ 251,000 $ 92,000
Accrued expenses.................................... 198,000 61,000
Current portion of long-term debt................... 149,000 --
---------- ----------
Total current liabilities......................... 598,000 153,000
LONG-TERM DEBT, net of current portion................ 592,000 --
---------- ----------
Total liabilities................................. 1,190,000 153,000
---------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock--Class A, $2.00 par value, 800 shares
authorized, issued and outstanding................. 2,000 2,000
Common stock--Class B, $2.00 par value, 24,000
shares authorized,
20,071 and 20,071 shares issued and outstanding,
respectively....................................... 40,000 40,000
Additional paid-in capital.......................... 198,000 1,308,000
Retained earnings................................... 1,182,000 964,000
---------- ----------
Total stockholders' equity........................ 1,422,000 2,314,000
---------- ----------
Total liabilities and stockholders' equity........ $2,612,000 $2,467,000
========== ==========
</TABLE>

The accompanying notes are an integral part of these balance sheets.

F-30
<PAGE>

BELL BROADCASTING COMPANY

STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996 and 1997
and the Six Months Ended June 30, 1997 and 1998

<TABLE>
<CAPTION>
Six Months Ended
Year Ended December 31, June 30,
------------------------ ------------------------
1996 1997 1997 1998
----------- ----------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUE:
Broadcast revenue, including
barter revenue of $121,000,
$151,000, $14,000 and
$73,000, respectively...... $ 3,917,000 $ 4,571,000 $1,916,000 $2,326,000
Less: Agency commissions.... 537,000 537,000 229,000 301,000
----------- ----------- ---------- ----------
Net broadcast revenue..... 3,380,000 4,034,000 1,687,000 2,025,000
----------- ----------- ---------- ----------
OPERATING EXPENSES:
Programming and technical... 1,154,000 1,335,000 723,000 675,000
Selling, general and
administrative............. 1,520,000 1,544,000 715,000 748,000
Corporate expenses.......... 849,000 816,000 301,000 663,000
Depreciation and
amortization............... 130,000 148,000 68,000 63,000
----------- ----------- ---------- ----------
Total operating expenses.. 3,653,000 3,843,000 1,807,000 2,149,000
----------- ----------- ---------- ----------
Operating (loss) income... (273,000) 191,000 (120,000) (124,000)
----------- ----------- ---------- ----------
INTEREST EXPENSE.............. 75,000 81,000 38,000 52,000
OTHER (INCOME) EXPENSE, net... (5,000) 54,000 59,000 28,000
----------- ----------- ---------- ----------
(Loss) income before
(benefit) provision for
income taxes............. (343,000) 56,000 (217,000) (204,000)
(BENEFIT) PROVISION FOR INCOME
TAXES........................ (78,000) 44,000 (164,000) 14,000
----------- ----------- ---------- ----------
Net (loss) income......... $ (265,000) $ 12,000 $ (53,000) $ (218,000)
=========== =========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-31
<PAGE>

BELL BROADCASTING COMPANY

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1996 and 1997
and the Six Months Ended June 30, 1998

<TABLE>
<CAPTION>
Common Common Additional Total
Stock Stock Paid-In Retained Stockholders'
Class A Class B Capital Earnings Equity
------- ------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1996.. $2,000 $39,000 $ 98,000 $1,435,000 $1,574,000
Net loss................ -- -- -- (265,000) (265,000)
Stock options granted
below market........... -- -- 9,000 -- 9,000
Stock bonus
compensation........... -- -- 16,000 -- 16,000
Issuance of common
stock.................. -- -- 9,000 -- 9,000
------ ------- ---------- ---------- ----------
BALANCE, December 31,
1996..................... 2,000 39,000 132,000 1,170,000 1,343,000
Net income.............. -- -- -- 12,000 12,000
Stock options granted
below market........... -- -- 17,000 -- 17,000
Stock bonus
compensation........... -- 1,000 32,000 -- 33,000
Issuance of common
stock.................. -- -- 17,000 -- 17,000
------ ------- ---------- ---------- ----------
BALANCE, December 31,
1997..................... 2,000 40,000 198,000 1,182,000 1,422,000
Net loss................ -- -- -- (218,000) (218,000)
Capital contributed from
former owners.......... -- -- 672,000 -- 672,000
Capital contributed from
owners................. -- -- 438,000 -- 438,000
------ ------- ---------- ---------- ----------
BALANCE, June 30, 1998
(Unaudited).............. $2,000 $40,000 $1,308,000 $ 964,000 $2,314,000
====== ======= ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-32
<PAGE>

BELL BROADCASTING COMPANY

STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996 and 1997
and the Six Months Ended June 30, 1997 and 1998

<TABLE>
<CAPTION>
December 31, June 30,
-------------------- -----------------------
1996 1997 1997 1998
--------- --------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) income.............. $(265,000) $ 12,000 $ (53,000) $(218,000)
Adjustments to reconcile net
(loss) income to net cash from
operating activities:
Depreciation and
amortization................ 130,000 148,000 68,000 63,000
Compensation expense related
to stock bonus plan and
stock granted below market
price....................... 25,000 50,000 -- --
Loss on disposal of assets... -- (8,000) (8,000) --
Effect of change in operating
assets and liabilities--
Trade accounts receivable.. 190,000 (156,000) (35,000) 33,000
Prepaid expenses and
other..................... (101,000) 119,000 19,000 19,000
Other assets............... (1,000) (17,000) -- 18,000
Accounts payable........... 56,000 (94,000) (108,000) (159,000)
Accrued expenses........... (125,000) 41,000 (68,000) (137,000)
--------- --------- --------- ---------
Net cash flows from
operating activities.... (91,000) 95,000 (185,000) (381,000)
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Proceeds from sale of assets... -- 22,000 22,000 --
Principal payments received on
notes......................... -- 6,000 -- 306,000
Acquisition of property and
equipment..................... (140,000) (211,000) (109,000) (403,000)
--------- --------- --------- ---------
Net cash flows from
investing activities.... (140,000) (183,000) (87,000) (97,000)
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from the issuance of
debt.......................... 739,000 220,000 103,000 438,000
Repayment of debt.............. (642,000) (211,000) -- (438,000)
Issuance of common stock....... 9,000 17,000 -- --
Contributed capital............ -- -- -- 438,000
--------- --------- --------- ---------
Net cash flows from
financing activities.... 106,000 26,000 103,000 438,000
--------- --------- --------- ---------
DECREASE IN CASH................. (125,000) (62,000) (169,000) (40,000)
CASH, beginning of period........ 413,000 288,000 288,000 226,000
--------- --------- --------- ---------
CASH, end of period.............. $ 288,000 $ 226,000 $ 119,000 $ 186,000
========= ========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Interest paid.................. $ 73,000 $ 81,000 $ 38,000 $ 55,000
========= ========= ========= =========
Income taxes paid.............. $ 117,000 $ -- $ -- $ 7,000
========= ========= ========= =========
</TABLE>

The accompanying notes are an integral part of these statements.

F-33
<PAGE>

BELL BROADCASTING COMPANY

NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization

Bell Broadcasting Company (the Company), a Michigan corporation, is a radio
broadcaster, broadcasting on two stations, WCHB-AM and WDTJ-FM (formerly WCHB-
FM), both located in the Detroit metropolitan area. During 1996, the Federal
Communications Commission (FCC) approved the construction permit to increase
WCHB-AM's signal from 25 kilowatts to 50 kilowatts. In addition, in September
1997, the Canadian government approved WCHB-AM's proposal for a nighttime
increase to 15 kilowatts, and the FCC granted a construction permit for the
nighttime increase. The Company also owns one station in Kingsley, Michigan,
WJZZ-AM.

The financial statements for the six months ended June 30, 1997 and 1998,
are unaudited, but, in the opinion of management, such financial statements
have been presented on the same basis as the audited financial statements for
the year ended December 31, 1997, and include all adjustments, consisting only
of normal recurring adjustments necessary for a fair presentation of the
financial position and results of operations and cash flows for these periods.

Financial Instruments

Financial instruments as of December 31, 1997, consist of cash, trade
accounts receivables, notes receivables, accounts payable, accrued expenses and
long-term debt, all of which the carrying amounts approximate fair value.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from those estimates.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using
accelerated and straight-line methods over the estimated useful lives of the
related assets.

The components of the Company's property and equipment as of December 31,
1997, are as follows:

<TABLE>
<CAPTION>
December 31, Period of
1997 Depreciation
------------ --------------
<S> <C> <C>
Construction in progress....................... $ 122,000 --
Land........................................... 581,000 --
Buildings and improvements..................... 149,000 10 to 31 years
Transmitter towers............................. 754,000 7 to 15 years
Equipment...................................... 555,000 5 to 15 years
Leasehold improvements......................... 12,000 7 to 19 years
----------
Total property and equipment................. 2,173,000
Less: Accumulated depreciation................. 1,314,000
----------
Property and equipment, net.................... $ 859,000
==========
</TABLE>

F-34
<PAGE>

BELL BROADCASTING COMPANY

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1996 and 1997

Depreciation expense for the fiscal years ended December 31, 1996 and 1997,
were $120,000 and $141,000, respectively.

Revenue Recognition

In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.

Barter Arrangements

Sale of WKNX

In June 1997, the Company sold the assets and rights of WKNX-AM for
approximately $210,000 and recognized a loss of approximately $22,000. In
connection with the sale, the Company obtained a note receivable from the
purchasers of the station. The terms of the sale call for a note receivable
bearing interest at 10% per annum, requiring monthly payments of approximately
$3,000 through June 2007. The note is secured by certain real estate and
personal property and the pledge of the stock of Frankenmuth.

Supplemental Cash Flow Information

The Company issued 200 and 400 shares each of class B common stock to two
former officers of the Company during 1996 and 1997, respectively, at a price
below the stock's estimated fair market value. Compensation expense of $25,000
and $50,000 was recorded in 1996 and 1997, respectively, in connection with the
issuance (Note 6). In June 1997, the Company sold the assets and rights to
WKNX-AM for a note receivable in the amount of $210,000. (Also see Note 7.)

New Accounting Standards

During 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130, "Reporting Comprehensive Income" (SFAS No. 130), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes
standards for reporting and display of comprehensive income and its components.
The Company believes the adoption of SFAS No. 130 will have no impact on the
financial statements as the Company has no comprehensive income adjustments.

F-35
<PAGE>

BELL BROADCASTING COMPANY

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1996 and 1997

During 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information" (SFAS No. 131), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes a
new approach for determining segments within a company and reporting
information on those segments. The Company has performed a preliminary
assessment of this statement and believes that no disclosure is necessary as
the Company has only one segment.

2. NOTES RECEIVABLE--RELATED PARTY:

In 1995, the Company loaned the trust of a deceased shareholder $300,000
and received a note receivable. The note bears interest at the mid-term
applicable federal rate (6.31% and 5.63% as of December 31, 1996 and 1997,
respectively), with principal and interest due December 2000. The principal
and all interest due were paid on June 30, 1998.

3. DEBT:

Debt consists of the following:

<TABLE>
<CAPTION>
December 31,
1997
------------
<S> <C>
Note payable to bank, payable in monthly installments of
$12,000, including interest at 9.35% per annum, secured by
land, equipment and the Company's AM broadcast license...... $641,000
Note payable to bank, payable in monthly installments of
$7,000, including interest at 9.35% per annum, secured by
land, equipment and the Company's FM broadcast license...... 51,000
Note payable to bank, payable in monthly installments of
$1,000, including interest at 8.99% per annum, secured by
vehicles.................................................... 40,000
Note payable in monthly installments of $400, including
interest at 11% per annum, secured by transportation
equipment................................................... 9,000
--------
Total...................................................... 741,000
Less: Current portion...................................... 149,000
--------
Total long-term debt....................................... $592,000
========
</TABLE>

This outstanding debt was repaid as of June 30, 1998.

4. COMMITMENTS AND CONTINGENCIES:

Leases

During 1996 and 1997, the Company leased the facilities under three
separate operating leases, one of which was with a related party (the former
owners of the Company). The related party lease was on a month-to-month basis
for the FM station building, at a rate of $800 per month. The second lease
covers the FM tower and transmitter space and expires in May 1999, with one
optional renewal of five years. Monthly rent under this lease is currently
$4,000. In addition, the Company leases equipment under two operating leases
expiring in 1999. Monthly rent under the equipment leases is $450.

Rental expense for the years ended December 31, 1996 and 1997, was $70,000
and $60,000, respectively.

F-36
<PAGE>

BELL BROADCASTING COMPANY

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1996 and 1997

Litigation

The Company has been named as defendant in various legal proceedings arising
out of the normal course of business. It is the opinion of management, after
consultation with legal counsel, that the amount, if any, of the Company's
ultimate liability under all current legal proceedings will not have a material
adverse effect on the financial position or results of operations of the
Company.

5. STOCK OPTION AND BONUS PLANS:

The Company had an Incentive stock option plan (the stock option plan). The
Company granted options to two employees of the Company to purchase up to 200
shares each of class B common stock at a price equal to 50% of the fair market
value of the stock on the exercise date. In 1996, the stock option plan was
extended for two years (January 1, 1996 to December 31, 1997). During 1996 and
1997, the Company granted options under the plan and recognized compensation
expense because the option price was below the estimated market price of the
stock.

The Company also had a Stock Bonus Plan (the Bonus Plan). Under provisions
of the Bonus Plan, the Company could, at its discretion, award two employees of
the Company up to an aggregate of 200 shares each of class B common stock. The
Bonus Plan was extended in 1996 for two years. During 1996, the Company awarded
50 shares to each employee under the Bonus Plan. During 1997, the Company
awarded 100 shares to each employee for services performed. Compensation
expense equal to the fair market value of the class B common stock awarded has
been recorded for 1996 and 1997 to reflect such awards.

Agreements between the Company and three of its former stockholders
generally provide that none of their shares (as specifically defined) may be
sold, transferred or exchanged without the prior written consent of the
Company.

In addition, the agreements specify the rights of the stockholders and the
obligations of the Company in the event of death, termination of employment or
change in control of the Company. The agreements state that if a change in
control of the Company occurs, the employees' right to exercise their options
will cease. If the Company is required to repurchase any of the shares, the
purchase price shall be the fair market value of such shares (as specifically
defined). As of June 30, 1998, all options terminated.

The Company accounts for its stock option plans in accordance with
Accounting Principles Board Opinion No. 25. Had compensation cost for the plans
been determined consistent with Statement of Financial Accounting Standards No.
123, "Accounting for Stock Based Compensation," the difference in the Company's
pro forma net income would have been immaterial.

F-37
<PAGE>

BELL BROADCASTING COMPANY

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1996 and 1997

6. INCOME TAXES:

A reconciliation of the statutory federal income taxes to the recorded
income tax (benefit) provision for the years ended December 31, 1996 and 1997
is as follows:

<TABLE>
<CAPTION>
December 31,
-------------------
1996 1997
--------- --------
<S> <C> <C>
Statutory tax (@ 35% rate)............................ $(120,000) $ 19,000
Effect of state taxes, net of federal................. 16,000 3,000
Effect of graduated tax rate.......................... -- (12,000)
Other nondeductible items............................. 23,000 28,000
Nondeductible compensation expense.................... 3,000 6,000
--------- --------
(Benefit) provision for income taxes................ $ (78,000) $ 44,000
========= ========
</TABLE>

The components of the (benefit) provision for income taxes for the years
ended December 31, 1996 and 1997 are as follows:

<TABLE>
<CAPTION>
December 31,
------------------
1996 1997
--------- -------
<S> <C> <C>
Current................................................ $(105,000) $20,000
Deferred............................................... 27,000 24,000
--------- -------
(Benefit) provision for income taxes................... $ (78,000) $44,000
========= =======
</TABLE>

<TABLE>
<CAPTION>
December 31,
1997
------------
<S> <C>
Deferred tax assets--
Reserve for bad debts....................................... $ 10,000
Deferred tax liability--
Other....................................................... (13,000)
--------
Net deferred tax liability.................................... $ (3,000)
========
</TABLE>

7. SALE OF CAPITAL STOCK:

On December 23, 1997, the stockholders of the Company entered into an
Agreement with Radio One, Inc. to sell all of the issued and outstanding shares
of the capital stock of the Company for approximately $34 million. Prior to the
sale, the stockholders of the Company assumed certain debt totaling $771,000
and acquired certain assets of the Company totaling $99,000. The net book value
of the assets acquired and the liabilities assumed prior to the sale was
recorded as a capital contribution from the owners. The sale to Radio One, Inc.
was completed on June 30, 1998.

F-38
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of
Allur-Detroit, Inc.:

We have audited the accompanying balance sheet of Allur-Detroit, Inc. (a
wholly owned subsidiary of Syndicated Communications Venture Partners II, LP)
for the year ended December 31, 1997, and the related statements of operations,
changes in stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of Allur-Detroit, Inc.'s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Allur-Detroit, Inc. for the
year ended December 31, 1997, and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.

/s/ MITCHELL & TITUS LLP

Washington, D.C.,
March 25, 1998

F-39
<PAGE>

ALLUR-DETROIT, INC.

BALANCE SHEETS
As of December 31, 1997 and September 30, 1998

<TABLE>
<CAPTION>
December 31, September 30,
1997 1998
------------ -------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash.............................................. $ 86,000 $ 172,000
Trade accounts receivable, net of allowance of
$77,000.......................................... 410,000 805,000
Prepaid expenses and other........................ 55,000 42,000
---------- ----------
Total current assets............................ 551,000 1,019,000
PROPERTY AND EQUIPMENT, net......................... 75,000 82,000
INTANGIBLE ASSETS, net.............................. 7,563,000 7,429,000
---------- ----------
Total assets.................................... $8,189,000 $8,530,000
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable an accrued expenses.............. $ 829,000 $1,056,000
---------- ----------
NOTES PAYABLE AND DEFERRED INTEREST................. 3,229,000 3,892,000
---------- ----------
Total liabilities............................... 4,058,000 4,948,000
---------- ----------
COMMITMENTS
CUMULATIVE REDEEMABLE PREFERRED STOCK,
$2,000 par value, 1,050 shares authorized, 1,050
and 975 shares issued and outstanding,
respectively....................................... 2,100,000 1,950,000
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value, 1,000 shares
authorized and 975 shares issued and
outstanding...................................... 1,000 1,000
Additional paid-in capital........................ 2,463,000 2,463,000
Accumulated deficit............................... (433,000) (832,000)
---------- ----------
Total stockholders' equity...................... 2,031,000 1,632,000
---------- ----------
Total liabilities and stockholders' equity...... $8,189,000 $8,530,000
========== ==========
</TABLE>

The accompanying notes are an integral part of these balance sheets.

F-40
<PAGE>

ALLUR-DETROIT, INC.

STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1997
and for the Nine Months Ended September 30, 1997 and 1998

<TABLE>
<CAPTION>
Nine Months Ended
September 30,
December 31, ------------------------
1997 1997 1998
------------ ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
REVENUE:
Broadcast revenue....................... $2,473,000 $1,884,000 $2,509,000
Less: Agency commissions................ 259,000 207,000 379,000
---------- ---------- ----------
Net broadcast revenue................. 2,214,000 1,677,000 2,130,000
---------- ---------- ----------
OPERATING EXPENSES:
Programming and technical............... 894,000 477,000 592,000
Selling, general and administrative..... 1,467,000 1,247,000 1,412,000
Corporate expenses...................... 36,000 27,000 27,000
Depreciation and amortization........... 245,000 183,000 167,000
---------- ---------- ----------
Total operating expenses.............. 2,642,000 1,934,000 2,198,000
---------- ---------- ----------
Operating loss........................ (428,000) (257,000) (68,000)
---------- ---------- ----------
INTEREST EXPENSE.......................... 222,000 147,000 281,000
OTHER INCOME (EXPENSE), net............... 217,000 126,000 (50,000)
---------- ---------- ----------
Loss before provision for income
taxes................................ (433,000) (278,000) (399,000)
PROVISION FOR INCOME TAXES................ -- -- --
---------- ---------- ----------
Net loss.............................. $ (433,000) $ (278,000) $ (399,000)
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-41
<PAGE>

ALLUR-DETROIT, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Year Ended December 31, 1997
and for the Nine Months Ended September 30, 1998

<TABLE>
<CAPTION>
Additional Total
Common Paid-In Accumulated Stockholders'
Stock Capital Deficit Equity
------ ---------- ----------- -------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996........ $1,000 $2,463,000 $ -- $2,464,000
Net loss........................ -- -- (433,000) (433,000)
------ ---------- --------- ----------
BALANCE, December 31, 1997........ 1,000 2,463,000 (433,000) 2,031,000
Net loss........................ -- -- (399,000) (399,000)
------ ---------- --------- ----------
BALANCE, September 30, 1998
(unaudited)...................... $1,000 $2,463,000 $(832,000) $1,632,000
====== ========== ========= ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-42
<PAGE>

ALLUR-DETROIT, INC.

STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 1997
and for the Nine Months Ended September 30, 1997 and 1998

<TABLE>
<CAPTION>
September 30,
December 31, ------------------------
1997 1997 1998
------------ ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................... $ (433,000) $ (278,000) $(399,000)
Adjustments to reconcile net loss to
net cash from operating activities:
Depreciation and amortization........ 245,000 183,000 167,000
Effect of change in operating assets
and liabilities--
Trade accounts receivable.......... 32,000 (95,000) (395,000)
Prepaid expenses and other......... (45,000) (59,000) 13,000
Accounts payable and accrued
expenses.......................... (172,000) (60,000) 227,000
----------- ----------- ---------
Net cash flows from operating
activities...................... (373,000) (309,000) (387,000)
----------- ----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment.................. (39,000) -- (40,000)
----------- ----------- ---------
Net cash flows from investing
activities...................... (39,000) -- (40,000)
----------- ----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of preferred stock.......... -- -- (150,000)
Repayment of debt...................... (1,676,000) (1,257,000) --
Proceeds from notes payable............ 2,152,000 1,614,000 663,000
----------- ----------- ---------
Net cash flows from financing
activities...................... 476,000 357,000 513,000
----------- ----------- ---------
NET INCREASE IN CASH..................... 64,000 48,000 86,000
CASH, beginning of period................ 22,000 22,000 86,000
----------- ----------- ---------
CASH, end of period...................... $ 86,000 $ 70,000 $ 172,000
=========== =========== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING INFORMATION:
Interest paid.......................... $ 81,000 $ -- $ --
=========== =========== =========
Income taxes paid...................... $ -- $ -- $ --
=========== =========== =========
</TABLE>

The accompanying notes are an integral part of these statements.

F-43
<PAGE>

ALLUR-DETROIT, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION:

Allur-Detroit, Inc. (the Company) is a subsidiary of Syndicated
Communications Ventures Partners II, LP (SYNCOM II). The Company's sole
activity is to operate WWBR-FM, a radio station that broadcasts from Detroit,
Michigan.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The accompanying financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting principles. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements
and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.

Interim Financial Statements

The financial statements for the nine months ended September 30, 1997 and
1998, are unaudited but, in the opinion of management, such financial
statements have been presented on the same basis as the audited financial
statements for the year ended December 31, 1997, and include all adjustments,
consisting only of normal recurring adjustments necessary for a fair
presentation of the financial position and results of operations and cash flows
for these periods.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using
the straight-line method.

The components of property and equipment as of December 31, 1997 and
September 30, 1998, are as follows:

<TABLE>
<CAPTION>
December 31, September 30, Period of
1997 1998 Depreciation
------------ ------------- ------------
(Unaudited)
<S> <C> <C> <C>
Leasehold improvements........... $ 7,000 $ 8,000 10 years
Transmitter equipment............ 17,000 17,000 5 years
Studio and other technical
equipment....................... 46,000 59,000 7 years
Office furniture and equipment... 45,000 54,000 5 years
Automobiles...................... -- 17,000 5 years
-------- --------
115,000 155,000
Less: Accumulated depreciation
and
amortization.................... 40,000 73,000
-------- --------
Property and equipment, net...... $ 75,000 $ 82,000
======== ========
</TABLE>

Intangible Assets

Management periodically reviews its unamortized intangible asset balances to
ensure that those assets have not been impaired in accordance with the
definition of Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived assets and for Long-Lived assets to be
disposed of." As of

F-44
<PAGE>

ALLUR-DETROIT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

September 30, 1998, management has made such evaluations and believes that the
net intangible asset is realizable. In any period which management believes an
impairment has occurred, management will write down the asset in accordance
with this standard.

Revenue Recognition

Revenue for advertising is recognized when the commercial is broadcasted.

Barter Arrangements

Financial Instruments

Financial instruments as of December 31, 1997, and September 30, 1998,
consist of cash, trade accounts receivable, accounts payable, accrued expenses,
preferred stock, and notes payable all of which the carrying amounts
approximate fair value.

New Accounting Standards

During 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130, "Reporting Comprehensive Income" (SFAS No. 130), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes
standards for reporting and display of comprehensive income and its components.
The Company adopted SFAS No. 130 during the nine months ended September 30,
1998, and has determined that the adoption of this statement has no impact on
the financial statements, as the Company has no comprehensive income
adjustments.

During 1997, the FASB issues SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS No. 131), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes a
new approach for determining segments within a company and reporting
information on those segments. The Company adopted this statement during the
nine months ended September 30, 1998 and concluded that it had only one
segment.

3. INTANGIBLE ASSETS:

Intangible asset balances and periods of amortization as of December 31,
1997, and September 30, 1998, are as follows:

<TABLE>
<CAPTION>
December 31, September 30, Period of
1997 1998 Amortization
------------ ------------- ------------
(Unaudited)
<S> <C> <C> <C>
Goodwill and FCC license.......... $7,768,000 $7,768,000 40 years
Less: Accumulated amortization.... 205,000 339,000
---------- ----------
$7,563,000 $7,429,000
========== ==========
</TABLE>

F-45
<PAGE>

ALLUR-DETROIT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Depreciation and amortization expense for the year ended December 31, 1997,
and for the nine months ended September 30, 1997 and 1998, was $245,000,
$183,000 and $167,000, respectively.

4. RELATED PARTY TRANSACTIONS:

Notes Payable

Notes payable consist of the following:

<TABLE>
<CAPTION>
December 31, September 30,
1997 1998
------------ -------------
(Unaudited)
<S> <C> <C>
SYNCOM II--long-term debt--10% annually......... $1,676,000 $1,676,000
SYNCOM III--long-term debt--10% annually........ 1,362,000 1,362,000
SYNCOM II--line of credit--8% annually.......... 191,000 854,000
---------- ----------
Total......................................... $3,229,000 $3,892,000
========== ==========
</TABLE>

The debt owed to SYNCOM II and SYNCOM III are due and payable in lump-sum
the earlier of a sale of the license of Allur-Detroit, a sale of substantially
all of the assets of Allur-Detroit, a sale of a controlling interest in the
common stock shares of Allur-Detroit, or at December 31, 1999 (see Note 7). The
debt is secured by the FCC license and assets of the Company.

Management Fee

The Company entered into an agreement with Syncom Management, Inc. whereby
it pays $36,000 per year for accounting services. Syncom Management, Inc. also
provides management and financial services to SYNCOM II, the owner of the
Company.

5. COMMITMENTS:

Operating Leases

The Company rents office space and transmittal sites under several operating
leases. These leases expire at various dates through 2002, with most containing
renewal options.

Future minimum rental payments under such noncancellable operating leases as
of September 30, 1998, are as follows:

<TABLE>
<CAPTION>
Year
----
<S> <C>
1998 (remaining)................................................ $37,000
1999............................................................ 148,000
2000............................................................ 148,000
2001............................................................ 91,000
2002............................................................ 98,000
</TABLE>

F-46
<PAGE>

ALLUR-DETROIT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

6. CUMULATIVE REDEEMABLE PREFERRED STOCK:

On December 4, 1992, the Company issued 1,050 shares of cumulative
redeemable preferred stock to PNC Bank, formerly Continental Bank. The
preferred stock earns cumulative annual dividends of eight percent (8%) of par
value.

Under the terms of the PNC Bank/Allur-Detroit settlement agreement of
December 31, 1996, redemption of the preferred stock shall occur at the date
when: (i) repayment is effected in full of principal and interest on lenders'
new notes, or (ii) at the maturity date of the new notes when the lenders
shall cause the Company to repay, whichever happens first. In such a
situation, all outstanding shares of preferred stock shall be redeemed at a
price equal to the par value, plus an amount equal to both accrued and
undeclared dividends payable from available funds as stipulated in Section 2.2
of the Shareholders Agreement dated December 4, 1992. As of September 30,
1998, circumstances supporting the redemption of the preferred stock did not
occur.

The Company had not declared and has not recorded an accrual for cumulative
preferred stock dividends. At September 30, 1998, cumulative unpaid preferred
dividends amounted to $958,667. Such dividends, if declared, would have been
paid out of cumulative retained earnings of the Company, if any.

On February 20, 1998, the Company paid $150,000, representing a partial
payment toward the required redemption of the preferred stock held by PNC
Bank. From this date hereof, the balance due for payment on the preferred
stock is $1,950,000. Subsequent to September 30, 1998, the $1,950,000 of
preferred stock was redeemed for the face value without the dividend being
declared.

7. INCOME TAXES:

The Company accounted for income taxes in accordance with Statement of
Financial Accounting standards No. 109, "Accounting for Income Taxes" (SFAS
109). Under SFAS 109, deferred income taxes reflect the impact of temporary
differences between the assets and liabilities recognized for financial
reporting purposes and amounts recognized for tax purposes. Deferred taxes are
based on tax laws as currently enacted.

A reconciliation of the statutory federal income taxes to the recorded
income tax provision for the year ended December 31, 1997, is as follows:

<TABLE>
<S> <C>
Statutory Tax (@ 35% rate)..................................... $(152,000)
Effect of state taxes, net of federal.......................... (18,000)
Effect of graduated tax rate................................... 5,000
Valuation reserve.............................................. 165,000
---------
Provision for income taxes................................... $ --
=========
</TABLE>

The components of the provision for income taxes for the years ended
December 31, 1997 are as follows:

<TABLE>
<S> <C>
Current......................................................... $ --
Deferred........................................................ (165,000)
Valuation reserve............................................... 165,000
---------
Provision for income taxes.................................... $ --
=========
</TABLE>

F-47
<PAGE>

ALLUR-DETROIT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

<TABLE>
<S> <C>
Deferred tax assets--
NOL carryforward............................................. $180,000
Deferred tax liabilities--
Depreciation................................................. (15,000)
Net deferred tax asset-- ...................................... 165,000
Less:Valuation reserve......................................... (165,000)
--------
Deferred taxes included in the accompanying consolidated
balance sheets................................................ $ --
========
</TABLE>

A 100% valuation reserve has been applied against the net deferred tax
asset, as its realization is not considered to be more likely than not to be
realized.

As of December 31, 1997, there was approximately $400,000 of available net
operating loss carry forwards that expire through 2011.

8. SUBSEQUENT EVENTS:

On October 26, 1998, the stockholders of the Company entered into a stock
purchase agreement with Radio One, Inc. to sell all of the issued and
outstanding shares of capital stock of the Company for approximately $27
million. The sale is expected to be completed by December 31, 1998.

F-48
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Radio One, Inc.:

We have audited the accompanying combined balance sheets of the Richmond
operations of Sinclair Telecable, Inc., consisting of stations WCDX-FM, WPLZ-
FM, WJRV-FM and WGCV-AM (the Stations) as of December 31, 1997 and 1998, and
the related combined statements of operations and changes in station equity and
cash flows for the years then ended. These financial statements are the
responsibility of the Stations' management. Our responsibility is to express an
opinion on these financial statements based on our audits.

The accompanying combined financial statements have been prepared from the
separate records maintained by the Stations and may not be indicative of the
conditions that would have existed or the results of operations had the
Stations been operated as an unaffiliated entity. As discussed in Note 1,
certain corporate overhead and other expenses represent allocations made by the
Stations' parent.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the Richmond
operations of Sinclair Telecable, Inc., consisting of stations WCDX-FM, WPLZ-
FM, WJRV-FM and WGCV-AM as of December 31, 1997 and 1998 and the results of
their operations and their cash flows for the years then ended, in conformity
with generally accepted accounting principles.

/s/ Arthur Andersen LLP

Baltimore, Maryland,
March 5, 1999

F-49
<PAGE>

THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.

COMBINED BALANCE SHEETS
As of December 31, 1997 and 1998
and March 31, 1999

<TABLE>
<CAPTION>
March 31,
1997 1998 1999
---------- ---------- -----------
(unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................. $ 55,000 $ 142,000 $ 36,000
Trade accounts receivable, net of allowance
for doubtful accounts of $39,000, $50,000,
44,000 respectively....................... 1,282,000 1,400,000 1,447,000
Prepaid expenses and other................. 47,000 31,000 18,000
---------- ---------- ----------
Total current assets..................... 1,384,000 1,573,000 1,501,000
PROPERTY AND EQUIPMENT, net.................. 922,000 1,202,000 1,192,000
INTANGIBLE ASSETS, net....................... 4,065,000 3,692,000 3,599,000
---------- ---------- ----------
Total assets............................. $6,371,000 $6,467,000 $6,292,000
========== ========== ==========
LIABILITIES AND STATION EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses...... $ 423,000 $ 566,000 $ 200,000
COMMITMENTS
STATION EQUITY............................... 5,948,000 5,901,000 6,092,000
---------- ---------- ----------
Total liabilities and station equity..... $6,371,000 $6,467,000 $6,292,000
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these combined balance sheets.

F-50
<PAGE>

THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.

COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN STATION EQUITY
For the Years Ended December 31, 1997 and 1998
and the Three Months Ended March 31, 1998 and 1999

<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------
1997 1998 1998 1999
----------- ----------- -------------- --------------
(unaudited)
<S> <C> <C> <C> <C>
REVENUE:
Broadcast revenue,
including barter
revenue of $249,000,
$304,000, 79,495 and
37,440 respectively.. $ 8,330,000 $ 8,509,000 $ 1,785,000 $ 1,625,000
Less: Agency
commissions.......... 1,041,000 1,051,000 299,000 227,000
----------- ----------- -------------- --------------
Net broadcast
revenue............ 7,289,000 7,458,000 1,486,000 1,398,000
----------- ----------- -------------- --------------
OPERATING EXPENSES:
Program and
technical............ 1,313,000 1,498,000 273,000 354,000
Selling, general and
administrative....... 3,025,000 3,170,000 587,000 589,000
Corporate
allocations.......... 311,000 413,000 90,000 122,000
Depreciation and
amortization......... 569,000 648,000 142,000 162,000
----------- ----------- -------------- --------------
Total operating
expenses........... 5,218,000 5,729,000 1,092,000 1,227,000
----------- ----------- -------------- --------------
Net income.......... 2,071,000 1,729,000 394,000 171,000
STATION EQUITY,
beginning of year...... 6,548,000 5,948,000 5,948,000 5,901,000
NET TRANSFER (TO) FROM
PARENT................. (2,671,000) (1,776,000) (516,000) 20,000
----------- ----------- -------------- --------------
STATION EQUITY, end of
year................... $ 5,948,000 $ 5,901,000 $ 5,826,000 $ 6,092,000
=========== =========== ============== ==============
</TABLE>

The accompanying notes are an integral part of these combined statements.

F-51
<PAGE>

THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.

COMBINED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1997 and 1998
and the Three Months Ended March 31, 1998 and 1999

<TABLE>
<CAPTION>
December 31, March 31,
------------------------ --------------------
1997 1998 1998 1999
----------- ----------- --------- ---------
(unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income................... $ 2,071,000 $ 1,729,000 $ 394,000 $ 171,000
Adjustments to reconcile net
income to net cash from
operating activities--
Depreciation and
amortization.............. 569,000 648,000 142,000 162,000
Effect of change in
operating assets and
liabilities--
Trade accounts
receivable.............. 109,000 (118,000) 161,000 (47,000)
Prepaid expenses and
other................... (33,000) 16,000 27,000 13,000
Accounts payable and
accrued expenses........ (63,000) 143,000 (180,000) (366,000)
----------- ----------- --------- ---------
Net cash flows from
operating activities.. 2,653,000 2,418,000 544,000 (67,000)
----------- ----------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of property and
equipment................... (49,000) (555,000) (59,000) (59,000)
----------- ----------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net transfer (to) from
parent...................... (2,671,000) (1,776,000) (516,000) 20,000
----------- ----------- --------- ---------
(DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS.............. (67,000) 87,000 (31,000) (106,000)
CASH AND CASH EQUIVALENTS,
beginning of year............. 122,000 55,000 55,000 142,000
----------- ----------- --------- ---------
CASH AND CASH EQUIVALENTS, end
of year....................... $ 55,000 $ 142,000 $ 24,000 $ 36,000
=========== =========== ========= =========
</TABLE>

The accompanying notes are an integral part of these combined statements.

F-52
<PAGE>

THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
December 31, 1997 and 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization and Business

The radio stations, WCDX-FM, WPLZ-FM, WJRV-FM and WGCV-AM (Stations) are
broadcast in the Richmond area. WCDX-FM, WPLZ-FM and WGCV-AM are owned by
Sinclair Telecable, Inc. (Sinclair). WJRV-FM is owned by Commonwealth
Broadcasting LLC (Commonwealth), a related party. Sinclair owns 25% of
Commonwealth. The remaining 75% of Commonwealth is owned by some of the
shareholders of Sinclair. Commonwealth has been fully consolidated into the
combined financial statements of Sinclair Telecable, Inc. and Affiliates
(combined, Sinclair).

In March 1999, Sinclair entered into a letter of intent with Radio One, Inc.
to sell ultimately all of the tangible and intangible assets of these Richmond
operations for approximately $34 million. Sinclair and Radio One, Inc. intend
to enter into a local marketing agreement under which Radio One, Inc. will
operate these Richmond operations prior to completing its acquisition of these
operations. Accordingly, these combined financial statements of the Richmond
operations include the stations to be purchased by Radio One, Inc. All inter-
station transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying combined financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Interim Financial Statements (unaudited)

The interim combined financial statements included herein for the Richmond
operations of Sinclair Telecable, Inc. have been prepared by management,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. In management's opinion, the interim financial data
presented herein include all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation. Certain information and
footnote disclosure normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. Results for interim periods are
not necessarily indicative of results to be expected for the full year.

Corporate Expenses

The Stations are allocated certain corporate expenses for services provided
by Sinclair based upon the percentage of revenue of each station to total
revenue of all stations operated by Sinclair. Though management is of the
opinion that all allocations used are reasonable and appropriate, other
allocations might be used that could produce results substantially different
from those reflected herein and these cost allocations might not be indicative
of amounts which might be paid to unrelated parties for similar services or if
Stations had been operated on a stand-alone basis.

Sinclair corporate departmental expenses of $311,000 and $413,000 have been
allocated to the Stations during 1997 and 1998, respectively, for management
salaries and benefits, legal services, corporate office, and other
miscellaneous expenses.

F-53
<PAGE>

THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998

The acquisition of station WJRV-FM was partially financed with debt which
was allocated to the Stations. This debt and related accrued interest expense
was eliminated through cash transfers to the parent. Cash transfers in excess
of amounts required to repay debt and secured interest reduces the Stations
equity and is recorded as net transfer to parent.

Cash and Cash Equivalents

Property and Equipment

Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Stations'
property and equipment as of December 31, 1997 and 1998, are as follows:

<TABLE>
<CAPTION>
Period of
1997 1998 Depreciation
--------- ---------- --------------
<S> <C> <C> <C>
PROPERTY AND EQUIPMENT:
Land.................................. $ 57,000 $ 57,000 --
Building and leasehold improvements... 140,000 147,000 31 or 10 years
Furniture and fixtures................ 179,000 241,000 7 or 10 years
Broadcasting equipment................ 2,145,000 2,611,000 5 to 7 years
Vehicles.............................. 55,000 75,000 5 years
--------- ----------
2,576,000 3,131,000
Less: Accumulated depreciation........ 1,654,000 1,929,000
--------- ----------
Property and equipment, net........ $ 922,000 $1,202,000
========= ==========
</TABLE>

Depreciation expenses for the fiscal years ended December 31, 1997 and 1998,
were $263,000 and $275,000, respectively.

Revenue Recognition

In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.

Barter Arrangements

Financial Instruments

Financial instruments as of December 31, 1997 and 1998, consist of cash and
cash equivalents, trade accounts receivables, accounts payable and accrued
expenses, all of which the carrying amounts approximate fair value except.

F-54
<PAGE>

THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

December 31, 1997 and 1998

2. INTANGIBLE ASSETS:

Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1997 and 1998, are as follows:

<TABLE>
<CAPTION>
Period of
1997 1998 Amortization
---------- ---------- ------------
<S> <C> <C> <C>
FCC broadcast license..................... $4,489,000 $4,489,000 15 Years
Goodwill.................................. 45,000 45,000 40 Years
Debt financing............................ 27,000 27,000 Life of Debt
Organizational costs...................... 99,000 -- 5 Years
---------- ----------
Total................................... 4,660,000 4,561,000
Less: Accumulated amortization.......... 595,000 869,000
---------- ----------
Net intangible assets................... $4,065,000 $3,692,000
========== ==========
</TABLE>

Amortization expense for the fiscal years ended December 31, 1997 and 1998,
was $306,000 and $373,000, respectively. During 1998, the Stations wrote off
approximately $69,000 of unamortized start-up costs.

3. INCOME TAXES:

As the Stations' parent company is an S corporation, no provision for income
taxes has been included in the accompanying statements of operations.

4. COMMITMENTS:

The Stations lease office space for its office and broadcast studios and a
tower site under operating leases which expire through January 1, 2020. Rent
expense for the years ended December 31, 1997 and 1998, was $152,000 and
$154,000, respectively. The future minimum rental payments for the next five
years are as follows:

<TABLE>
<CAPTION>
Year
----
<S> <C>
1999........................................................... $ 185,000
2000........................................................... 183,000
2001........................................................... 189,000
2002........................................................... 196,000
2003........................................................... 104,000
Thereafter..................................................... 1,335,000
</TABLE>

5. PROFIT SHARING:

Sinclair Telecable, Inc. has a 401(k) profit sharing plan for its employees.
Sinclair Telecable, Inc. can contribute to the plan at the discretion of its
board of directors. Sinclair Telecable, Inc. did not contribute to the plan
during fiscal year 1997 or 1998.

F-55
<PAGE>

6. SUBSEQUENT EVENT (unaudited):

Effective June 1, 1999, Sinclair entered into a local marketing agreement
with Radio One, Inc. As a result of the local marketing agreement, Sinclair's
only operations, subsequent to the local marketing agreement, was the
maintenance of the assets used by Radio One, Inc. in the local marketing
agreement. As such, the three-month period ending March 31, 1999 was the last
full quarter that Sinclair had operating results from operating the stations.
As of June 30, 1999 the broadcast revenues and receivables from these stations
were included in the financial statements of Radio One, Inc.

F-56
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Radio One, Inc.:

We have audited the accompanying combined balance sheet of the stations WKJS-FM
and WSOJ- FM of FM-100 (the Stations) as of December 31, 1998, and the related
combined statements of operations and changes in station (deficit) equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Stations' management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the stations WKJS-
FM and WSOJ-FM of FM-100, Inc., as of December 31, 1998, and the results of
their operations and their cash flows for the year then ended, in conformity
with generally accepted accounting principles.

/s/ Arthur Andersen LLP

Baltimore, Maryland,
March 10, 1999

F-57
<PAGE>

STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.

COMBINED BALANCE SHEET

AS OF DECEMBER 31, 1998 AND JUNE 30, 1999

ASSETS
------

<TABLE>
<CAPTION>
December June 30,
31, 1998 1999
---------- -----------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 34,000 $ 87,000
Trade accounts receivable, net of allowance for
doubtful
accounts of $28,000 and $61,000 respectively 326,000 773,000
Prepaids and other -- 10,000
---------- ----------
Total current assets 360,000 870,000
PROPERTY AND EQUIPMENT, net 1,079,000 1,041,000
INTANGIBLE ASSETS, net 3,343,000 3,282,000
---------- ----------
Total assets $4,782,000 $5,193,000
========== ==========

LIABILITIES AND STATION (DEFICIT) EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 168,000 $ 102,000
Capital lease obligations 13,000 16,000
---------- ----------
Total current liabilities 181,000 118,000
LONG-TERM LIABILITIES:
Allocation of long-term debt 5,000,000 5,006,000
Capital lease obligations 49,000 48,000
---------- ----------
Total liabilities 5,230,000 5,172,000
COMMITMENTS AND CONTINGENCIES
STATION (DEFICIT) EQUITY (448,000) 21,000
---------- ----------
Total liabilities and station (deficit) equity $4,782,000 $5,193,000
========== ==========
</TABLE>

The accompanying notes are an integral part of this combined balance sheet.

F-58
<PAGE>

STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.

COMBINED STATEMENT OF OPERATIONS AND CHANGES IN STATION (DEFICIT) EQUITY

FOR THE YEAR ENDED DECEMBER 31, 1998
AND THE SIX MONTHS ENDED
JUNE 30, 1998 AND 1999

<TABLE>
<CAPTION>
December June 30,
31, ---------------------
1998 1998 1999
---------- --------- ----------
(unaudited)
<S> <C> <C> <C>
REVENUE:
Broadcast revenue, including barter
revenue of $169,000 $1,187,000 $ 320,000 $1,420,000
Less: Agency commissions 125,000 -- --
---------- --------- ----------
Net broadcast revenue 1,062,000 320,000 1,420,000
---------- --------- ----------
OPERATING EXPENSES:
Program and technical 192,000 86,000 131,000
Selling, general and administrative 810,000 383,000 528,000
Corporate allocations 15,000 9,000 8,000
Depreciation and amortization 416,000 172,000 182,000
---------- --------- ----------
Total operating expenses 1,433,000 650,000 849,000
---------- --------- ----------
Operating loss (371,000) (330,000) 571,000
---------- --------- ----------
OTHER INCOME (EXPENSE):
Interest expense (500,000) (240,000) (231,000)
Other income 21,000 3,000 8,000
---------- --------- ----------
Total other income (expense), net (479,000) (237,000) (223,000)
---------- --------- ----------
Net (loss) income (850,000) (567,000) 348,000
STATION EQUITY (DEFICIT), beginning of
year 177,000 177,000 (448,000)
NET TRANSFER FROM PARENT 225,000 -- 121,000
---------- --------- ----------
STATION EQUITY (DEFICIT), end of year $ (448,000) $(390,000) $ 21,000
========== ========= ==========
</TABLE>

The accompanying notes are an integral part of this combined balance sheet.

F-59
<PAGE>

STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.

COMBINED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 1998
AND THE SIX MONTHS ENDED JUNE 30, 1998 AND 1999

<TABLE>
<CAPTION>
December 31, June 30,
------------ -------------------
1998 1998 1999
------------ --------- --------
(unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $(850,000) $(567,000) $348,000
Adjustments to reconcile net loss to net
cash used in
operating activities-
Depreciation and amortization 416,000 172,000 182,000
Effect of change in operating assets and
liabilities-
Trade accounts receivable (257,000) (350,000) (447,000)
Prepaid expenses and other 3,000 (2,000) (10,000)
Accounts payable and accrued expenses 99,000 (50,000) (66,000)
--------- --------- --------
Net cash flows (used in) provided by
operating activities (589,000) (797,000) 7,000
--------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (58,000) (40,000) (81,000)
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net transfer from parent 225,000 339,000 121,000
Proceeds from parent debt 427,000 500,000 6,000
--------- --------- --------
Net cash flows from financing activities 652,000 839,000 127,000
--------- --------- --------
INCREASE IN CASH 5,000 2,000 53,000
CASH AND CASH EQUIVALENTS, beginning of year 29,000 29,000 34,000
--------- --------- --------
CASH AND CASH EQUIVALENTS, end of year $ 34,000 $ 31,000 $ 87,000
========= ========= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $ 477,000 $ 217,000 $254,000
========= ========= ========
</TABLE>

The accompanying notes are an integral part of this combined balance sheet.

F-60
<PAGE>

STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization and Business

The radio stations, WKJS-FM and WSOJ-FM (the Stations) are broadcast in the
Richmond area. The combined financial statements of the Stations were formed
effective January 4, 1998, when FM 100, Inc. purchased station WKJS-FM for
$4,500,000. Station WSOJ-FM was owned by FM 100, Inc. since 1994.

In February 1999, FM 100, Inc. signed an agreement with Radio One, Inc. to sell
all tangible and intangible assets for approximately $12,000,000, subject to
certain earn-out adjustments. The sale is expected to close during 1999. The
accompanying combined financial statements include the assets, liabilities and
results of operations of those stations to be acquired by Radio One, Inc. and
were prepared from the financial statements of FM 100, Inc. All inter-station
transactions have been eliminated in consolidation.

The Stations have incurred an operating loss of $371,000 and a net loss of
$850,000 for the year ended December 31, 1998. Also, as of December 31, 1998,
the Stations had a station deficit of $448,000. These factors, along with
others could negatively impact future operations of the Stations.

Basis of Presentation

Interim Financial Statements

The interim combined financial statements included herein for the Stations have
been prepared by management without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. In management's opinion,
the interim financial data presented herein include all adjustments (which
include only normal recurring adjustments) necessary for a fair presentation.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. Results
for interim periods are not necessarily indicative of results to be expected
for the full year.

On July 1, 1999, Radio One purchased the assets of the Stations for $4,600,000.

Certain Corporate Expenses

The Stations are allocated certain corporate expenses for services provided by
FM 100, Inc. based upon the percentage of revenue of each station to total
revenue of all stations operated by FM 100, Inc. Though management is of the
opinion that all allocations used are reasonable and appropriate, other
allocations might be used that could produce results substantially different
from those reflected herein and these cost allocations might not be indicative
of amounts which might be paid to unrelated parties for similar services if the
Stations had been operated on a stand-alone basis.

FM 100, Inc. corporate departmental expenses of $15,000 have been allocated to
the Stations during 1998 for accounting services and other miscellaneous
expenses.

F-61
<PAGE>

STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Property and Equipment

Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Stations's
property and equipment as of December 31, 1998, are as follows:

<TABLE>
<CAPTION>
Period of
1998 Depreciation
---------- ------------
<S> <C> <C>
PROPERTY AND EQUIPMENT:
Land.................................................. $ 173,000 --
Building.............................................. 646,000 15 years
Furniture and fixtures................................ 211,000 10 years
Broadcasting equipment................................ 262,000 7 years
Vehicles.............................................. 17,000 5 years
----------
1,309,000
Less: Accumulated depreciation........................ 230,000
----------
Property and equipment, net......................... $1,079,000
==========
</TABLE>

Depreciation expense for the fiscal year ended December 31, 1998, was $102,000.

Revenue Recognition

In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.

Barter Arrangements

Certain program contracts provide for the exchange of advertising air time in
lieu of cash payments for the rights to such programming. These contracts are
recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.

Financial Instruments

Financial instruments as of December 31, 1998, consist of cash and cash
equivalents, trade accounts receivables, accounts payable, accrued expenses,
long-term debt, and capital leases, all of which the carrying amounts
approximate fair value.

Supplemental Cash Flow Information

During 1998, FM 100, Inc. obtained a $5,000,000 loan from a bank of which
$4,500,000 was used to finance the purchase of WKJS-FM and $73,000 was used to
pay debt issuance cost. The remaining $427,000 transferred to the Stations for
operating purposes.

F-62
<PAGE>

STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

2. INTANGIBLE ASSETS:

Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1998, are as follows:

<TABLE>
<CAPTION>
Period of
1998 Amortization
---------- ------------
<S> <C> <C>
FCC broadcast license................................. $3,628,000 15 Years
Debt financing........................................ 73,000 Life of Debt
----------
Total............................................... 3,701,000
Less: Accumulated amortization...................... 358,000
----------
Net intangible assets............................... $3,343,000
==========
</TABLE>

Amortization expense for the fiscal year ended December 31, 1998, was $314,000.

3. LONG-TERM DEBT:

The acquisition of WKJS-FM was financed with $4,500,000 of debt which has been
allocated to the Stations. The debt accrued interest at 10% during 1998 and was
originally due January 6, 1999, and has been refinanced to be due January 6,
2000.

FM 100, Inc. has borrowed $500,000 from a bank which has been allocated down to
the Stations. The debt accrued interest at 10% during 1998 and was originally
due January 6, 1999 and has been refinanced to be due January 6, 2000.

As of December 31, 1998, the Stations had various capital leases for equipment.

4. INCOME TAXES:

As the Stations' parent company is an S-Corporation, no provision for income
taxes has been included in the accompanying statements of operations.

5. COMMITMENTS:

The Stations lease office space for their office and broadcast studios under an
operating lease which expires during 1999. Rent expense for the year ended
December 31, 1998, was $16,064. The future minimum rental payment is $9,311.

F-63
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses to be incurred in
connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions, to be paid by
Radio One:

<TABLE>
<S> <C>
SEC registration fee.................................................. *
Printing and engraving fees........................................... *
Legal fees and expenses............................................... *
Accounting fees and expenses.......................................... *
Blue Sky fees and expenses............................................ *
Trustee fees.......................................................... *
Directors' and Officers' Insurance.................................... *
Miscellaneous......................................................... *
Total............................................................... $
</TABLE>
- --------
* To be filed by amendment

Item 14. Indemnification of Directors and Officers.

Radio One's Amended and Restated By-Laws incorporate substantially the
provisions of the General Corporation Law of the State of Delaware (the "DGCL")
in providing for indemnification of directors and officers against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an officer or director of Radio One. In addition, Radio
One is authorized to indemnify employees and agents of Radio One and may enter
into indemnification agreements with its directors and officers providing
mandatory indemnification to them to the maximum extent permissible under
Delaware law.

Radio One's Amended and Restated Certificate of Incorporation provides that
Radio One shall indemnify (including indemnification for expenses incurred in
defending or otherwise participating in any proceeding) its directors and
officers to the fullest extent authorized or permitted by the DGCL, as it may
be amended, and that such right to indemnification shall continue as to a
person who has ceased to be a director or officer of Radio One and shall inure
to the benefit of his or her heirs, executors and administrators except that
such right shall not apply to proceedings initiated by such indemnified person
unless it is a successful proceeding to enforce indemnification or such
proceeding was authorized or consented to by the board of directors. Radio
One's certificate of incorporation also specifically provides for the
elimination of the personal liability of a director to the corporation and its
stockholders for monetary damages for breach of fiduciary duty as director. The
provision is limited to monetary damages, applies only to a director's actions
while acting within his or her capacity as a director, and does not entitle
Radio One to limit director liability for any judgment resulting from (a) any
breach of the director's duty of loyalty to Radio One or its stockholders;
(b) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law; (c) paying an illegal dividend or approving
an illegal stock repurchase; or (d) any transaction from which the director
derived an improper benefit.

Section 145 of the DGCL provides generally that a person sued (other than in
a derivative suit) as a director, officer, employee or agent of a corporation
may be indemnified by the corporation for reasonable expenses, including
counsel fees, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that the person's conduct was unlawful. In the case
of a derivative suit, a director, officer, employee or agent of the corporation
may be indemnified by the corporation for reasonable expenses, including
attorneys' fees, if the person has acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in the case of a
derivative suit in respect of any claim as to, which such director, officer,

II-1
<PAGE>

for reasonable expenses, including attorneys' fees, if the person has acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in the case of a derivative suit in respect of
any claim as to, which such director, officer, employee or agent has been
adjudged to be liable to the corporation unless the Delaware Court of Chancery
or the court in which such action or suit was brought shall determine that such
person is fairly and reasonably entitled to indemnity for proper expenses.
Indemnification is mandatory under section 145 of the DGCL in the case of a
director or officer who is successful on the merits in defense of a suit
against him.

The Underwriting Agreement provides that the Underwriters are obligated,
under certain circumstances, to indemnify Radio One, the directors, certain
officers and controlling persons of Radio One, Inc. against certain
liabilities, including liabilities under the Securities Act. Reference is made
to the form of Underwriting Agreement filed as Exhibit 1.1 hereto.

Radio One maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.

Item 15. Recent Sales of Unregistered Securities.

On May 19, 1997, Radio One issued approximately $85.0 million (aggregate
principal amount) of 12% senior subordinated notes to certain investors. Such
notes were offered pursuant to Rule 144A under the Securities Act.

On May 19, 1997, Radio One issued approximately $20.9 million of Series A
and Series B 15% senior cumulative preferred stock to certain investors. Such
shares were issued pursuant to the exemption from registration provided by
Section 4(2) of Securities Act.

On January 25, 1999, Radio One issued an aggregate of 51,192 shares of
common stock to its Chief Financial Officer. These shares were issued pursuant
to the exemption from registration provided by Rule 701 under the Securities
Act.

On February 25, 1999, pursuant to a plan of recapitalization, Radio One
issued to the holders of its class A common stock, in exchange for all of the
outstanding shares of class A common stock, 46.15 shares of class B common
stock and 92.3 shares of class C common stock. These shares were issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act.

On March 30, 1999, Radio One issued approximately 3.3 million shares of
common stock to the shareholders of ROA in connection with Radio One's
acquisition of ROA. These shares were issued pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act.

Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed as part of this registration statement.

<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement (to be filed by Amendment to this
Registration Statement on Form S-1).
3.1 Certificate of Incorporation of Radio One, Inc. (incorporated by
reference to Radio One's Amendment to its Registration Statement on
Form S-1 filed on May 4, 1999 (File No. 333-74351; Film No. 99610524)).
3.2 Amended and Restated By-laws of Radio One, Inc. (incorporated by
reference to Radio One's Quarterly Report on Form 10-Q for the period
ended June 30, 1999 (File No. 000-25969; Film No. 99686684)).
4.1 Indenture dated as of May 15, 1997 among Radio One, Inc., Radio One
Licenses, Inc. and United States Trust Company of New York
(incorporated by reference to Radio One's Annual Report on Form 10-K
for the period ended December 31, 1997 (File No. 333-30795; Film No.
98581327)).
</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
4.2 First Supplemental Indenture dated as of June 30, 1998, to
Indenture dated as of May 15, 1997, by and among Radio One, Inc.,
as Issuer and United States Trust Company of New York, as Trustee,
by and among Radio One, Inc., Bell Broadcasting Company, Radio One
of Detroit, Inc., and United States Trust Company of New York, as
Trustee (incorporated by reference to Radio One's Current Report on
Form 8-K filed July 13, 1998 (File No. 333-30795; Film
No. 98665139)).
4.3 Second Supplemental Indenture dated as of December 23, 1998, to
Indenture dated as of May 15, 1997, by and among Radio One, Inc.,
as Issuer and United States Trust Company of New York, as Trustee,
by and among Radio One, Inc., Allur-Detroit, Allur Licenses, Inc.,
and United States Trust Company of New York, as Trustee
(incorporated by reference to Radio One's Current Report on Form 8-
K filed January 12, 1999 (File No. 333-30795; Film No. 99504706)).
4.7 Standstill Agreement dated as of June 30, 1998 among Radio One,
Inc., the subsidiaries of Radio One, Inc., United States Trust
Company of New York and the other parties thereto (incorporated by
reference to Radio One's Quarterly Report on Form 10-Q for the
period ended June 30, 1998 (File No. 333-30795; Film No.
98688998)).
5.1 Form of Opinion and consent of Kirkland & Ellis (to be filed by
Amendment to this Registration Statement on Form S-1).
10.1 Office Lease dated February 3, 1997 between National Life Insurance
Company and Radio One, Inc. for premises located at 5900 Princess
Garden Parkway, Lanham, Maryland, as amended on February 24, 1997
(incorporated by reference to Radio One's Annual Report on Form 10-
K for the period ended December 31, 1997 (File No. 333-30795; Film
No. 98581327)).
10.1(a) Amendment to Office Lease dated January 22, 1999 between National
Life Insurance Company and Radio One, Inc. for premises located at
5900 Princess Garden Parkway, Lanham, Maryland (incorporated by
reference to Radio One's Quarterly Report on Form 10-Q for the
period ended June 30, 1999 (File No. 000-25969; Film No.
99686684)).
10.3 Office Lease commencing November 1, 1993 between Chalrep Limited
Partnership and Radio One, Inc., with respect to the property
located at 100 St. Paul Street, Baltimore, Maryland (incorporated
by reference to Radio One's Annual Report on Form 10-K for the
period ended December 31, 1997 (File No. 333-30795; Film No.
98581327)).
10.6 Warrantholders' Agreement dated as of June 6, 1995, as amended by
the First Amendment to Warrantholders' Agreement dated as of May
19, 1997, among Radio One, Inc., Radio One Licenses, Inc. and the
other parties thereto (incorporated by reference to Radio One's
Annual Report on Form 10-K for the period ended December 31, 1997
(File No. 333-30795; Film No. 98581327)).
10.7(a) Second Amendment to the Warrantholders' Agreement dated as of May
3, 1999, among Radio One, Inc., Radio One Licenses, Inc. and the
other parties thereto (incorporated by reference to Radio One's
Quarterly Report on Form 10-Q for the period ended June 30, 1999
(File No. 000-25969; Film No. 99686684)).
10.17 Credit agreement dated June 30, 1998 among Radio One, Inc., as the
borrower and NationsBank, N.A., as Documentation Agent and Credit
Suisse First Boston as the Agent (incorporated by reference to
Radio One's Quarterly Report on Form 10-Q for the period ended June
30, 1998 (File No. 333-30795; Film No. 98688998)).
10.21 Time Management and Services Agreement dated March 17, 1998, among
WYCB Acquisition Corporation, Broadcast Holdings, Inc., and Radio
One, Inc. (incorporated by reference to Radio One's Annual Report
on Form 10-K for the period ended December 31, 1997
(File No. 333-30795; Film No. 98581327)).
10.22 Stock Purchase Agreement dated December 23, 1997, between the
shareholders of Bell Broadcasting Company and Radio One, Inc.
(incorporated by reference to Radio One's Annual Report on Form 10-
K for the period ended December 31, 1997 (File No. 333-30795; Film
No. 98581327)).
</TABLE>

II-3
<PAGE>

<TABLE>
<C> <S>
10.28 Amendment to Preferred Stockholders' Agreement dated as of
December 31, 1997 among Radio One, Inc., Radio One Licenses, Inc.
and the other parties thereto (incorporated by reference to Radio
One's Annual Report on Form 10-K for the period ended December 31,
1997 (File No. 333-30795; Film No. 98581327)).
10.30 Agreement dated February 20, 1998 between WUSQ License Limited
Partnership and Radio One, Inc. (incorporated by reference to
Radio One's Annual Report on Form 10-K for the period ended
December 31, 1997 (File No. 333-30795; Film No. 98581327)).
10.40 Merger Agreement dated as of March 30, 1999 relating to the
acquisition of Radio One of Atlanta, Inc. (incorporated by
reference to Radio One's Quarterly Report on Form 10-Q for the
period ended June 30, 1998 (File No. 333-30795; Film No.
98688998)).
10.41 Asset Purchase Agreement dated as of November 23, 1998 (as amended
on December 4, 1998) relating to the acquisition of WFUN-FM,
licensed to Bethalto, Illinois (incorporated by reference to Radio
One's Amendment No. 3 to its registration statement on Form S-1
filed on April 14, 1999 (File No. 333-74351; Film No. 99593769)).
10.42 Asset Purchase Agreement relating to the Acquisition of WENZ-FM
and WERE-AM, both licensed to Cleveland, Ohio (incorporated by
reference to Radio One's Amendment No. 3 to its registration
statement on Form S-1 filed on April 14, 1999 (File No. 333-74351;
Film No. 99593769)).
10.43 Asset Purchase Agreement dated as of February 10, 1999 relating to
the acquisition of WDYL-FM, licensed to Chester, Virginia
(incorporated by reference to Radio One's Amendment No. 3 to its
registration statement on Form S-1 filed on April 14, 1999 (File
No. 333-74351; Film No. 99593769)).
10.44 Asset Purchase Agreement dated as of February 26, 1999 relating to
the acquisition of WJKS-FM, licensed to Crewe Virginia, and WARV-
FM, licensed Petersburg, Virginia (incorporated by reference to
Radio One's Amendment No. 3 to its registration statement on Form
S-1 filed on April 14, 1999 (File No. 333-74351; Film No.
99593769)).
10.45 Asset Purchase Agreement dated as of May 6, 1999 relating to the
acquisition of WCDX-FM, licensed to Mechanicsville, Virginia,
WPLZ-FM, licensed to Petersburg, Virginia, WJRV-FM licensed to
Richmond, Virginia, and WGCV-AM licensed to Petersburg, Virginia.
10.45(a) Time Brokerage Agreement dated May 5, 1999 among Radio One, Inc.
and Sinclair Telecable, Inc. Commonwealth Broadcasting, L.L.C. and
Radio One, Inc. (incorporated by reference to Radio One's
Quarterly Report on Form 10-Q for the period ended June 30, 1999
(File No. 000-25969; Film No. 99686684)).
10.46 Stock Purchase Agreement dated as of October 26, 1998, by and
between Radio One and Syndicated Communications Venture Partners,
II, L.P. (incorporated by reference to Radio One's Annual Report
on Form 10-K for the period ended December 31, 1998
(File No. 333-30795; Film No. 99581532)).
10.50 Amended and Restated Credit Agreement dated as of February 26,
1999, among Radio One, Inc., as the borrower, and Nations Bank,
N.A., as Administrative Agent, and Credit Suisse First Boston, as
the Documentation Agent (incorporated by reference to Radio One's
Amendment No. 3 to its registration statement on Form S-1 filed on
April 14, 1999 (File No. 333-74351; Film No. 99593769)).
10.52 Asset Purchase Agreement dated as of May 24, 1999 relating to the
acquisition of WBOT-FM, licensed to Brockton, Massachusetts
(incorporated by reference to Radio One's Quarterly Report on Form
10-Q for the period ended June 30, 1999 (File No. 000-25969; Film
No. 99686684)).
10.53 Time Brokerage Agreement dated May 24, 1999 among Radio One, Inc.
and Radio Station WBOT-FM, Brockton, Massachusetts (incorporated
by reference to Radio One's Quarterly Report on Form 10-Q for the
period ended June 30, 1999 (File No. 000-25969; Film
No. 99686684)).
</TABLE>

II-4
<PAGE>

<TABLE>
<C> <S>
10.54 Agreement and Plan of Warrant Recapitalization dated as of February
25, 1999, among Radio One, Inc., Radio One Licenses, Inc. and the
other parties thereto (incorporated by reference to Radio One's
Quarterly Report on Form 10-Q for the period ended June 30, 1999
(File No. 000-25969; Film No. 99686684)).
10.55 Employment Agreement between Radio One, Inc. and Scott R. Royster
dated effective as of January 1, 1999.
21.1 Subsidiaries of Radio One, Inc. (incorporated by reference to Radio
One's Registration Statement on Form S-1 filed on March 12, 1999
(File No. 333-74351; Film No. 99564316)).
23.1 Consent of Arthur Andersen, L.L.P.
23.2 Consent of Mitchell & Titus, L.L.P.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
27.1 Financial Data Schedule.
</TABLE>

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 14 above, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424 (b) (1) or (4)
or 497 (h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lanham, Maryland on
October 24, 1999.

Radio One, Inc.

/s/ Alfred C. Liggins, III
By: _________________________________
Name: Alfred C. Liggins, III
Title:President and Chief Executive
Officer

II-6
<PAGE>

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Radio One, Inc., hereby
severally constitute and appoint Alfred C. Liggins, III and Scott R. Royster
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities
indicated below, all pre-effective and post-effective amendments to this
Registration Statement (or any other registrar on statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act), and generally to do all things in our names and on our behalf
in such capacities to enable Radio One, Inc. to comply with the provisions of
the Securities Act, as amended, and all requirements of the SEC.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on behalf of the following persons by
Scott R. Royster, their true and lawful attorney, on the date indicated.

Radio One, Inc.

<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
/s/ Catherine L. Hughes Chairperson of the Board of October 24, 1999
____________________________________ Directors
Catherine L. Hughes

/s/ Terry L. Jones Director October 24, 1999
____________________________________
Terry L. Jones

/s/ Brian W. McNeill Director October 24, 1999
____________________________________
Brian W. McNeill

Director October 24, 1999
____________________________________
Larry D. Marcus

/s/ Alfred C. Liggins, III President and Chief October 24, 1999
____________________________________ Executive Officer
Alfred C. Liggins, III (Principal Executive
Officer) and Director

/s/ Scott R. Royster Executive Vice President and October 24, 1999
____________________________________ Chief Financial Officer
Scott R. Royster (Principal Financial and
Accounting Officer)
</TABLE>

II-7
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description Page
------- ----------- ----
<C> <S> <C>
1.1 Form of Underwriting Agreement (to be filed by Amendment to
this Registration Statement on Form S-1).
3.1 Certificate of Incorporation of Radio One, Inc. (incorporated
by reference to Radio One's Amendment to its Registration
Statement on Form S-1 filed on May 4, 1999 (File No. 333-
74351; Film No. 99610524)).
3.2 Amended and Restated By-laws of Radio One, Inc. (incorporated
by reference to Radio One's Quarterly Report on Form 10-Q for
the period ended June 30, 1999 (File No. 000-25969; Film
No. 99686684)).
4.1 Indenture dated as of May 15, 1997 among Radio One, Inc.,
Radio One Licenses, Inc. and United States Trust Company of
New York (incorporated by reference to Radio One's Annual
Report on Form 10-K for the period ended December 31, 1997
(File No. 333-30795; Film No. 98581327)).
4.2 First Supplemental Indenture dated as of June 30, 1998, to
Indenture dated as of May 15, 1997, by and among Radio One,
Inc., as Issuer and United States Trust Company of New York,
as Trustee, by and among Radio One, Inc., Bell Broadcasting
Company, Radio One of Detroit, Inc., and United States Trust
Company of New York, as Trustee (incorporated by reference to
Radio One's Current Report on Form 8-K filed July 13, 1998
(File No. 333-30795; Film No. 98665139)).
4.3 Second Supplemental Indenture dated as of December 23, 1998,
to Indenture dated as of May 15, 1997, by and among Radio One,
Inc., as Issuer and United States Trust Company of New York,
as Trustee, by and among Radio One, Inc., Allur-Detroit, Allur
Licenses, Inc., and United States Trust Company of New York,
as Trustee (incorporated by reference to Radio One's Current
Report on Form 8-K filed January 12, 1999 (File No. 333-30795;
Film No. 99504706)).
4.7 Standstill Agreement dated as of June 30, 1998 among Radio
One, Inc., the subsidiaries of Radio One, Inc., United States
Trust Company of New York and the other parties thereto
(incorporated by reference to Radio One's Quarterly Report on
Form 10-Q for the period ended June 30, 1998 (File No. 333-
30795; Film No. 98688998)).
5.1 Form of Opinion and consent of Kirkland & Ellis (to be filed
by Amendment to this Registration Statement on Form S-1).
10.1 Office Lease dated February 3, 1997 between National Life
Insurance Company and Radio One, Inc. for premises located at
5900 Princess Garden Parkway, Lanham, Maryland, as amended on
February 24, 1997 (incorporated by reference to Radio One's
Annual Report on Form 10-K for the period ended December 31,
1997 (File No. 333-30795; Film No. 98581327)).
10.1(a) Amendment to Office Lease dated January 22, 1999 between
National Life Insurance Company and Radio One, Inc. for
premises located at 5900 Princess Garden Parkway, Lanham,
Maryland (incorporated by reference to Radio One's Quarterly
Report on Form 10-Q for the period ended June 30, 1999 (File
No. 000-25969; Film No. 99686684)).
10.3 Office Lease commencing November 1, 1993 between Chalrep
Limited Partnership and Radio One, Inc., with respect to the
property located at 100 St. Paul Street, Baltimore, Maryland
(incorporated by reference to Radio One's Annual Report on
Form 10-K for the period ended December 31, 1997 (File No.
333-30795; Film No. 98581327)).
10.6 Warrantholders' Agreement dated as of June 6, 1995, as amended
by the First Amendment to Warrantholders' Agreement dated as
of May 19, 1997, among Radio One, Inc., Radio One Licenses,
Inc. and the other parties thereto (incorporated by reference
to Radio One's Annual Report on Form 10-K for the period ended
December 31, 1997 (File No. 333-30795; Film No. 98581327)).
</TABLE>
<PAGE>

<TABLE>
<C> <S> <C>
10.7(a) Second Amendment to the Warrantholders' Agreement dated as of
May 3, 1999, among Radio One, Inc., Radio One Licenses, Inc.
and the other parties thereto (incorporated by reference to
Radio One's Quarterly Report on Form 10-Q for the period ended
June 30, 1999 (File No. 000-25969; Film No. 99686684)).
10.17 Credit agreement dated June 30, 1998 among Radio One, Inc., as
the borrower and NationsBank, N.A., as Documentation Agent and
Credit Suisse First Boston as the Agent (incorporated by
reference to Radio One's Quarterly Report on Form 10-Q for the
period ended June 30, 1998 (File No. 333-30795; Film No.
98688998)).
10.21 Time Management and Services Agreement dated March 17, 1998,
among WYCB Acquisition Corporation, Broadcast Holdings, Inc.,
and Radio One, Inc. (incorporated by reference to Radio One's
Annual Report on Form 10-K for the period ended December 31,
1997 (File No. 333-30795; Film No. 98581327)).
10.22 Stock Purchase Agreement dated December 23, 1997, between the
shareholders of Bell Broadcasting Company and Radio One, Inc.
(incorporated by reference to Radio One's Annual Report on
Form 10-K for the period ended December 31, 1997 (File No.
333-30795; Film No. 98581327)).
10.28 Amendment to Preferred Stockholders' Agreement dated as of
December 31, 1997 among Radio One, Inc., Radio One Licenses,
Inc. and the other parties thereto (incorporated by reference
to Radio One's Annual Report on Form 10-K for the period ended
December 31, 1997 (File No. 333-30795; Film No. 98581327)).
10.30 Agreement dated February 20, 1998 between WUSQ License Limited
Partnership and Radio One, Inc. (incorporated by reference to
Radio One's Annual Report on Form 10-K for the period ended
December 31, 1997 (File No. 333-30795; Film No. 98581327)).
10.40 Merger Agreement dated as of March 30, 1999 relating to the
acquisition of Radio One of Atlanta, Inc. (incorporated by
reference to Radio One's Quarterly Report on Form 10-Q for the
period ended June 30, 1998 (File No. 333-30795; Film No.
98688998)).
10.41 Asset Purchase Agreement dated as of November 23, 1998 (as
amended on December 4, 1998) relating to the acquisition of
WFUN-FM, licensed to Bethalto, Illinois (incorporated by
reference to Radio One's Amendment No. 3 to its registration
statement on Form S-1 filed on April 14, 1999 (File No. 333-
74351; Film No. 99593769)).
10.42 Asset Purchase Agreement relating to the Acquisition of WENZ-
FM and WERE-AM, both licensed to Cleveland, Ohio (incorporated
by reference to Radio One's Amendment No. 3 to its
registration statement on Form S-1 filed on April 14, 1999
(File No. 333-74351; Film No. 99593769)).
10.43 Asset Purchase Agreement dated as of February 10, 1999
relating to the acquisition of WDYL-FM, licensed to Chester,
Virginia (incorporated by reference to Radio One's Amendment
No. 3 to its registration statement on Form S-1 filed on April
14, 1999 (File No. 333-74351; Film No. 99593769)).
10.44 Asset Purchase Agreement dated as of February 26, 1999
relating to the acquisition of WJKS-FM, licensed to Crewe
Virginia, and WARV-FM, licensed Petersburg, Virginia
(incorporated by reference to Radio One's Amendment No. 3 to
its registration statement on Form S-1 filed on April 14, 1999
(File No. 333-74351; Film No. 99593769)).
10.45 Asset Purchase Agreement dated as of May 6, 1999 relating to
the acquisition of WCDX-FM, licensed to Mechanicsville,
Virginia, WPLZ-FM, licensed to Petersburg, Virginia, WJRV-FM
licensed to Richmond, Virginia, and WGCV-AM licensed to
Petersburg, Virginia.
10.45(a) Time Brokerage Agreement dated May 5, 1999 among Radio One,
Inc. and Sinclair Telecable, Inc. Commonwealth Broadcasting,
L.L.C. and Radio One, Inc. (incorporated by reference to Radio
One's Quarterly Report on Form 10-Q for the period ended June
30, 1999 (File No. 000-25969; Film No. 99686684)).
10.46 Stock Purchase Agreement dated as of October 26, 1998, by and
between Radio One and Syndicated Communications Venture
Partners, II, L.P. (incorporated by reference to Radio One's
Annual Report on Form 10-K for the period ended December 31,
1998 (File No. 333-30795; Film No. 99581532)).
</TABLE>
<PAGE>

<TABLE>
<C> <S>
10.50 Amended and Restated Credit Agreement dated as of February 26,
1999, among Radio One, Inc., as the borrower, and Nations Bank,
N.A., as Administrative Agent, and Credit Suisse First Boston, as
the Documentation Agent (incorporated by reference to Radio One's
Amendment No. 3 to its registration statement on Form S-1 filed
on April 14, 1999 (File No. 333-74351; Film No. 99593769)).
10.52 Asset Purchase Agreement dated as of May 24, 1999 relating to the
acquisition of WBOT-FM, licensed to Brockton, Massachusetts
(incorporated by reference to Radio One's Quarterly Report on
Form 10-Q for the period ended June 30, 1999 (File No. 000-25969;
Film No. 99686684)).
10.53 Time Brokerage Agreement dated May 24, 1999 among Radio One, Inc.
and Radio Station WBOT-FM, Brockton, Massachusetts (incorporated
by reference to Radio One's Quarterly Report on Form 10-Q for the
period ended June 30, 1999 (File No. 000-25969; Film
No. 99686684)).
10.54 Agreement and Plan of Warrant Recapitalization dated as of
February 25, 1999, among Radio One, Inc., Radio One Licenses,
Inc. and the other parties thereto (incorporated by reference to
Radio One's Quarterly Report on Form 10-Q for the period ended
June 30, 1999 (File No. 000-25969; Film No. 99686684)).
10.55 Employment Agreement between Radio One, Inc. and Scott R. Royster
dated effective as of January 1, 1999.
21.1 Subsidiaries of Radio One, Inc. (incorporated by reference to
Radio One's Registration Statement on Form S-1 filed on March 12,
1999 (File No. 333-74351; Film No. 99564316)).
23.1 Consent of Arthur Andersen, L.L.P.
23.2 Consent of Mitchell & Titus, L.L.P.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
27.1 Financial Data Schedule.
</TABLE>

<PAGE>

Exhibit 10.45

-----------------------------------------------------------

ASSET PURCHASE AGREEMENT

-----------------------------------------------------------

by and among

SINCLAIR TELECABLE, INC.
d/b/a SINCLAIR COMMUNICATIONS

and

COMMONWEALTH BROADCASTING, LLC

and

RADIO ONE, INC.

for the sale and purchase of

Station WCDX-FM, Station WPLZ-FM, Station WGCV-AM and Station WJRV-FM

Dated as of May 6, 1999

<PAGE>

TABLE OF EXHIBITS

EXHIBIT 1 -- Escrow Agreement

EXHIBIT 2 -- Time Brokerage Agreement

-ii-
<PAGE>

TABLE OF SCHEDULES

SCHEDULE 2.1(c)(1) Contracts

SCHEDULE 6.1 Seller's Places of Business

SCHEDULE 6.3 Litigation

SCHEDULE 6.4 Permitted Encumbrances

SCHEDULE 6.5 Governmental Authorizations

SCHEDULE 6.6 Equipment

SCHEDULE 6.8 Intellectual Property

SCHEDULE 6.9 Insurance

SCHEDULE 6.10(b) Financial Statements

SCHEDULE 6.11 Employees

SCHEDULE 6.12 Employment and Benefits Agreements

SCHEDULE 6.13 Real Property

SCHEDULE 6.14 Environmental

SCHEDULE 6.15 Compliance With Law

SCHEDULE 6.21 Related Parties

-iii-
<PAGE>

ASSET PURCHASE AGREEMENT

This Agreement, made and entered into as of this 6th day of May, 1999, by
and among Sinclair Telecable, Inc. d/b/a Sinclair Communications, an Indiana
corporation, Commonwealth Broadcasting, LLC, a Commonwealth of Virginia limited
liability company (collectively "Seller", individually, "Sinclair" and
"Commonwealth" respectively), and Radio One, Inc., a Delaware corporation
("Buyer").

WITNESSETH THAT:

WHEREAS, Sinclair is the licensee of Stations WCDX-FM, Mechanicsville,
Virginia, 92.1 MHz, WPLZ-FM, Petersburg, Virginia, 99.3 MHz, and WGCV-AM,
Petersburg, Virginia, 1240 KHz and Commonwealth is the licensee of Station WJRV-
FM, Richmond, Virginia, 105.7 MHz (the "Stations"); and

WHEREAS, the parties desire that Buyer purchase the assets used or held for
use in the operation of the Stations and acquire the authorizations issued by
the Federal Communications Commission (the "Commission") for the operation of
the Stations; and

WHEREAS, Seller may elect to structure this Transaction as a tax-deferred
like-kind exchange pursuant to Internal Revenue Code Section 1031, consistent
with the provisions contained herein; and

WHEREAS, the authorizations issued by the Commission may not be assigned to
Buyer without the Commission's prior consent.

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

1.0 RULES OF CONSTRUCTION.
---------------------

1.1. Defined Terms. As used in this Agreement, the following terms
-------------
shall have the following meanings:

"Administrative Violation" means those violations described in Section 8.6
hereof.

"Assignment Application" means the applications on FCC Form 314 that Seller
and Buyer shall join in and file with the Commission requesting its consent to
the assignment of the FCC Licenses (as hereinafter defined) from Seller to
Buyer.

"Business Records" means all business records of Seller (including logs,
public files materials and engineering records) relating to or used in the
operation of the Stations and not relating solely to Seller's internal corporate
affairs.

"Buyer" means Radio One, Inc., a Delaware corporation.
<PAGE>

"Buyer Documents" means those documents, agreements and instruments to be
executed and delivered by Buyer in connection with this Agreement as described
in Section 7.2.

"Closing" means the consummation of the Transaction (as hereinafter
defined).

"Closing Date" means the date on which the Closing takes place, as
determined by Section 11.

"Code" means the Internal Revenue Code of 1986, as amended, and the rules
and regulations promulgated thereunder.

"Commission" means the Federal Communications Commission.

"Communications Act" shall mean the Communications Act of 1934, as amended.

"Contracts" means those contracts, leases and other agreements listed or
described in Schedule 2.1(c)(1) which are in effect on the date hereof and which
Buyer has agreed to assume, but not including Sales Agreements and Trade
Agreements (as hereinafter defined).

"Environmental Law" means any law, rule, order, decree or regulation of any
Governmental Authority relating to pollution or protection of human health and
the environment, including any law or regulation relating to emissions,
discharges, releases or threatened releases of Hazardous Substances (as
hereinafter defined) into ambient air, surface water, groundwater, land or other
environmental media, and including without limitation all laws, regulations,
orders and rules pertaining to occupational health and safety.

"Escrow Agent" means Wilmington Trust Company.

"Escrow Agreement" means the escrow agreement described in Section 3, the
form of which is attached as Exhibit 1.

"Escrow Deposit" means the monies deposited with the Escrow Agent described
in Section 3.

"Equipment" means all tangible personal property and fixtures used or
useful in the operation of the Stations as described in Section 2.1(b).

"Excluded Assets" means those assets excluded from the Purchased Assets and
retained by the Seller, to the extent in existence on the Closing Date, as
specifically described in Section 2.2.

"FCC Licenses" means all licenses, pending applications, permits and other
authorizations issued by the Commission for the operation of the Stations listed
on Schedule 6.5.

-2-
<PAGE>

"Final Order" means any action that shall have been taken by the Commission
(including action duly taken by the Commission's staff, pursuant to delegated
authority) which shall not have been reversed, stayed, enjoined, set aside,
annulled or suspended; with respect to which no timely request for stay,
petition for rehearing, appeal or certiorari or sua sponte action of the
--- ------
Commission with comparable effect shall be pending; and as to which the time for
filing any such request, petition, appeal, certiorari or for the taking of any
such sua sponte action by the Commission shall have expired or otherwise
--- ------
terminated.

"Financial Statements" means Seller's audited and unaudited financial
statements as described in Section 6.10.

"Governmental Authority" means any nation or government, any state or other
political subdivision thereof, and any agency, court or other entity that
exercises executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

"Hazardous Substances" means any hazardous, dangerous or toxic waste,
substance or material, as those or similar terms are defined in or for purposes
of any applicable federal, state or local Environmental Law, and including
without limitation any asbestos or asbestos-related products, oils, petroleum or
petroleum-derived compounds, CFCs, or PCBs.

"Intangible Property" means all of Seller's right, title and interest in
and to the goodwill and other intangible assets used or useful in or arising
from the business of the Stations as described in Section 2.1(f).

"Intellectual Property" means all Seller's right, title and interest in and
to the trademarks, tradenames, service marks, patents, franchises, copyrights,
including registrations and applications for registration of any of them,
slogans, jingles, logos, computer programs and software, trade secrets and
similar materials and rights relating to the Stations as listed on Schedule 6.8.

"Knowledge of Buyer" means the actual knowledge, after reasonable inquiry
of Buyer's senior management, and the books and records of Buyer.

"Knowledge of Seller" means the actual knowledge, after reasonable inquiry
of Seller's senior management, the books and records of the Stations, and the
actual knowledge of J. David Sinclair and Benjamin Miles.

"Material Contracts" means those leases, contracts and agreements
specifically designated in Schedule 2.1(c)(1) as being "Material Contracts."

"Permitted Encumbrances" means those permitted liens or encumbrances to the
Purchased Assets described in Section 6.4 and set forth on Schedule 6.4.

"Purchase Price" shall mean the total consideration for the Purchased
Assets as described in Section 4.1.

-3-
<PAGE>

"Purchased Assets" means those assets which are the subject matter of this
Agreement that Seller shall sell, assign, transfer, convey and deliver to Buyer
at Closing as described in Section 2.1.

"Sales Agreements" means agreements entered into by Seller for the sale of
time on the Stations for cash, as described in Section 2.1(c)(2).

"Seller" means Sinclair Telecable, Inc. d/b/a Sinclair Communications, and
Commonwealth Broadcasting, LLC.

"Seller Documents" means those documents, agreements and instruments to be
executed and delivered by Seller in connection with this Agreement as described
in Section 6.1.

"Specified Event" means those broadcast transmission failures described in
Section 8.5(b).

"Stations" means WCDX-FM, Mechanicsville, Virginia, 92.1 MHz, WPLZ-FM,
Petersburg, Virginia, 99.3 MHz, WJRV-FM, Richmond, Virginia, 105.7 MHz, and
WGCV-AM, Petersburg, Virginia, 1240 KHz.

"Studio Site" means the leased real estate located at 2809 Emerywood
Parkway, Suite 300, Petersburg, Virginia that is currently used as the studio
and office facilities for Stations WCDX-FM, WPLZ-FM and WJRV-FM.

"WGCV-AM Studio Site" means the leased real estate located at 10537 South
Crater Road, Petersburg, Virginia.

"Trade Agreements" means agreements entered into by Seller for the sale of
time on the Stations in exchange for merchandise or services, including those
listed on Schedule 2.1(c)(1).

"Trade Balance" means the difference between the aggregate value of time
owed pursuant to the Trade Agreements and the aggregate value of goods and
services to be received pursuant to the Trade Agreements, as computed in
accordance with the Station's customary bookkeeping practices. The Trade
Balance is "negative" if the value of time owed as of Closing exceeds the value
of goods and services to be received. The Trade Balance is "positive" if the
value of time owed as of Closing is less than the value of goods and services to
be received.

"Transaction" means the sale and purchase and assignments and assumptions
contemplated by this Agreement and the respective obligations of Seller and
Buyer set forth herein.

"WCDX-FM Backup Transmitter Site" means the real estate located at 8216
Meadowbridge Road, Mechanicsville, Virginia owned by John Sinclair, that is
currently used as Station WCDX's backup transmitter site.

-4-
<PAGE>

"WCDX-FM Transmitter Site" means the real estate located at 3425 Basie
Road, Richmond, Virginia that is currently used as Station WCDX's transmitter
site.

"WPLZ-FM Transmitter Site" means the real estate located at Hare and
Culpepper Streets, Petersburg, Virginia that is currently used as Station WPLZ's
transmitter site.

"WJRV-FM Transmitter Site" means the real estate located at 701 German
School Road, Richmond, Virginia that is currently used as Station WJRV's
transmitter site.

"WGCV-AM Transmitter Site" means the real estate located at Hare and
Culpepper Streets, Petersburg, Virginia that is currently used as Station WGCV's
transmitter site.

"WPLZ STL Site" means the real estate located at 3249 Basie Road, Richmond,
Virginia that is currently used as Station WPLZ's Studio Transmitter Link
("STL") site.

1.2. Other Definitions. Other capitalized terms used in this Agreement
-----------------
shall have the meanings ascribed to them herein.

1.3. Number and Gender. Whenever the context so requires, words used in
-----------------
the singular shall be construed to mean or include the plural and vice versa,
---- -----
and pronouns of any gender shall be construed to mean or include any other
gender or genders.

1.4. Headings and Cross-References. The headings of the Sections and
-----------------------------
Paragraphs hereof, the Table of Exhibits, and the Table of Schedules have been
included for convenience of reference only, and shall in no way limit or affect
the meaning or interpretation of the specific provisions of this Agreement. All
cross-references to Sections or Paragraphs herein shall mean the Sections or
Paragraphs of this Agreement unless otherwise stated or clearly required by the
context. All references to Schedules herein shall mean the Schedules to this
Agreement. Words such as "herein" and "hereof" shall be deemed to refer to this
Agreement as a whole and not to any particular provision of this Agreement
unless otherwise stated or clearly required by the context. The term
"including" means "including without limitation."

1.5. Computation of Time. Whenever any time period provided for in this
-------------------
Agreement is measured in "business days" there shall be excluded from such time
period each day that is a Saturday, Sunday, recognized federal legal holiday, or
other day on which the Commission's offices are closed and are not reopened
prior to 5:30 p.m. Washington, D.C. time. In all other cases all days shall be
counted.

2.0 ASSETS TO BE CONVEYED.
---------------------

2.1. Purchased Assets. On the Closing Date, Seller shall sell, assign,
----------------
transfer, convey and deliver to Buyer free of all liens, encumbrances,
mortgages, security interests of any kind or type whatsoever, all of Seller's
assets used in the conduct of the business and operations of the

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<PAGE>

Stations (collectively referred to as the "Purchased Assets"), including, but
not limited to, the following:

(a) Licenses. The FCC Licenses, and all other transferrable
licenses, permits and authorizations issued by any other Governmental Authority
that are used in or necessary for the lawful operation of the Stations as
currently operated by Seller.

(b) Equipment. All tangible personal property and fixtures used or
held for use in the operation of the Stations, including the property and assets
listed or described in Schedule 6.6, together with supplies, inventory, spare
parts and replacements thereof and improvements and additions thereto made
between the date hereof and the Closing Date (the "Equipment").

(1) Buyer shall be obligated to assume only those Contracts that
are listed in Schedule 2.1(c)(1) or that have been or will have been entered
into in the ordinary course of the Station's business and in accordance with the
terms of this Agreement, between the date hereof and the Closing Date, provided
--------
that, unless otherwise approved in writing by Buyer, the obligations of the
- ----
Stations or Buyer under such Contracts entered into in the ordinary course of
business do not exceed Five Thousand Dollars ($5,000) per annum per Contract or
Twenty-five Thousand Dollars ($25,000) per annum in the aggregate or are
terminable by the Stations on not more than 30 days' notice.

(2) Except for those Sales Agreements to be assumed by Buyer that
are listed on Schedule 2.1(c)(1), Buyer shall be obligated to assume only those
Sales Agreements with terms of no longer than ten (10) weeks, or if containing
terms of longer than 10 weeks, are terminable by the Station on not more than 15
days' notice and are (i) in existence as of the date of this Agreement or (ii)
will have been entered into in the ordinary course of business and in accordance
with the terms of this Agreement at commercially reasonable rates.

(3) Except with regard to that certain Trade Agreement dated
February 4, 1999, between Sinclair Telecable, Inc. and Moore Cadillac (the
"Cadillac Lease"), Buyer shall be obligated to assume only those Trade
Agreements that are listed in Schedule 2.1(c)(1) or that have been or will have
been entered into in the ordinary course of business and in accordance with the
terms of this Agreement, between the date hereof and the Closing Date, and are
(i) immediately preemptible for cash time sales; (ii) require the provision of
air time only on a "run of schedule" basis; and (iii) primarily inure or will
inure to the benefit of the Stations. Notwithstanding the foregoing and except
with regard to the Cadillac Lease, Buyer's obligation to assume Trade Agreements
(including those Trade Agreements listed on Schedule 2.1(c)(1) and those entered
into by the Station on or before May 31, 1999 in the ordinary course of
business) that have an aggregate negative Trade Balance exceeding Five Thousand
Dollars ($5,000), is conditioned upon Seller's agreement that Buyer will receive
a credit against the Purchase Price at

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<PAGE>

Closing equivalent to the amount that such negative Trade Balance exceeds Five
Thousand Dollars ($5,000) as of May 31, 1999.

(4) Notwithstanding any provision of this Agreement to the
contrary, this Agreement shall not constitute an agreement to assign any
Contract or other agreement, undertaking or obligation if (i) an attempted
assignment, without the consent required for such assignment, may constitute a
breach thereof or may in any way have a material adverse effect on Seller's
rights thereunder prior to Closing or Buyer's rights thereunder after Closing
and (ii) such consent is not obtained by Seller prior to Closing, provided,
--------
however, that Seller will use its best efforts at its own expense to obtain
- -------
all such consents prior to Closing.

(d) Programming Materials. All programs, programming material, and
music libraries in whatever form or nature owned by Seller and used or intended
for use in the operation of the Stations.

(e) Intellectual Property. All Seller's right, title and interest
in and to the Intellectual Property used in the operation of the Stations.

(f) Intangible Property. All of Seller's right, title and interest
in and to the goodwill and other intangible assets used or useful in or arising
from the business of the Stations, including all customer lists, and sales
plans.

(g) Business Records. All business records of Seller (including
logs, public file materials and engineering records) relating to or used in the
operation of the Stations and not relating solely to Seller's internal corporate
affairs.

(h) Station Records. All of the Stations' proprietary information,
technical information and data, machinery and equipment warranties (to the
extent such warranties are assignable), maps, plans, diagrams, blueprints,
schematics, files, records, studies, data, lists, general accounting records,
books of account, in whatever form, used or held for use for the business or
operation of the Stations, including filings with the FCC which relate to the
Stations.

(i) Real Property. The Real Property described in Schedule 6.13
which is used as both the WPLZ-FM Transmitter Site and WGCV-AM Transmitter Site.

(j) Real Property Leases. Sinclair currently holds a leasehold
interest in the Real Property described in Schedule 6.13 which is used as the
WCDX-FM Transmitter Site and the WPLZ(FM) Studio Transmitter Link site (WPJB292
call sign). Commonwealth currently holds a leasehold interest in the Real
Property described in Schedule 6.13 which is used as the WJRV-FM Transmitter
Site. At Closing, Seller shall transfer and assign any and all of its rights,
title and interest in these leasehold interests to Buyer. In addition, John
Sinclair hold title to the Real Property described in Schedule 6.13 which is
used as the WCDX-FM Backup Transmitter Site. At Closing, Seller shall at
Buyer's option cause John Sinclair (or his successors and assigns) to enter into
a lease with Buyer for an initial term of ten (10) years, with, at Buyer's

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<PAGE>

option, two (2) renewal terms of ten (10) years each, for the amount of $100 per
year for continued use of the site.

(k) Studio Site Leases. Seller currently holds a leasehold interest
in the Real Property described in Schedule 6.13 which is used as the Studio Site
and the WGCV-AM Studio Site. At Closing, Seller shall transfer and assign any
and all of its rights, title and interest in the Studio Site Leases to Buyer.

2.2. Excluded Assets. There shall be excluded from the Purchased Assets
---------------
and retained by the Seller, to the extent in existence on the Closing Date, the
following assets (the "Excluded Assets"):

(a) Receivables. All Accounts Receivable.

(b) Cash and Investments. All cash and cash equivalents on hand or
in bank accounts and other cash items and investment securities of Seller on the
Closing Date.

(c) Insurance. All contracts of insurance (including any cash
surrender value thereof) and all insurance proceeds of settlement and insurance
claims made by Seller on or before the Closing Date, except that any insurance
proceeds Seller receives due to damaged equipment will be used to repair or
replace such equipment.

(d) Employee Benefit Assets. All pension, profit sharing and
savings plans and trusts, and any assets thereof, except that any employee
account balances under any plan qualified under Section 401(k) of the Code shall
be promptly transferred to a plan qualified under Section 401(k) and, at Buyer's
request, made available by or on behalf of Buyer if such employee is hired by
Buyer, to the extent allowed under each such plan and applicable law.

(e) Contracts. All contracts that will have terminated or expired
prior to Closing by their terms and all contracts, agreements, instruments,
undertakings and obligations not expressly assumed by Buyer hereunder.

(f) Tax items. All claims, rights and interest in and to any
refunds for federal, state or local taxes to which Seller is entitled for
periods prior to the Closing Date.

(g) Corporate Records. Seller's corporate minute books and other
books and records relating to internal corporate minutes.

3.0 ESCROW DEPOSIT. Simultaneously with the execution and delivery of this
--------------
Agreement by both parties, Buyer has deposited with Wilmington Trust Company
("Escrow Agent"), a cash deposit of One Million Two Hundred and Fifty Thousand
Dollars ($1,250,000) (the "Escrow Deposit"). The Escrow Deposit shall be held in
an interest-bearing account and disbursed by Escrow Agent pursuant to the terms
of an escrow agreement in the form attached hereto as Exhibit 1 (the "Escrow
Agreement"), which Escrow Agreement has been entered into by Seller, Buyer and
Escrow Agent simultaneously herewith.

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<PAGE>

4.0 PURCHASE PRICE AND METHOD OF PAYMENT.
------------------------------------

4.1. Consideration. The total consideration for the Purchased Assets at
-------------
Closing (the "Purchase Price") shall be Thirty Four Million Dollars
($34,000,000) payable as set forth in this Section 4.

4.2. Payment at Closing. At Closing, Buyer shall pay:
------------------

(a) Thirty Two Million Seven Hundred and Fifty Thousand Dollars
($32,750,000) (as adjusted pursuant to Sections 8.5 and 12.1) to Seller by check
or wire transfer of same day funds pursuant to wire transfer instructions which
shall be delivered by Seller to Buyer at least five business days prior to
Closing.

(b) One Million Two Hundred Fifty Thousand Dollars ($1,250,000) to
Seller by causing the Escrow Agent to release the Escrow Deposit to Seller, with
all interest earned on the Escrow Deposit remitted to Buyer.

4.3. Allocation. The Purchase Price shall be allocated to the Purchased
----------
Assets in accordance with an allocation schedule prepared by Seller pursuant to
Section 1060 of the Code and mutually agreed upon by Seller and Buyer. Seller
and Buyer shall use such allocation for tax accounting (including preparation of
IRS Form 8594), and all other purposes. If Seller and Buyer have not agreed upon
the allocation prior to the Closing Date, Closing shall take place as scheduled
and any dispute shall be resolved by a qualified media appraiser mutually
acceptable to Seller and Buyer, whose decision shall be final and whose fees and
expenses shall be paid one-half by Seller and one-half by Buyer. If the
allocation must be determined by a media appraiser, Seller and Buyer agree to
cooperate in good faith so that such appraisal may be completed within sixty
(60) days after Closing.

4.4. Seller's Liabilities. Buyer does not and shall not assume or be
--------------------
deemed to assume, pursuant to this Agreement or otherwise, any agreements,
liabilities, undertakings, obligations or commitments of Seller or the Stations
of any nature whatsoever except: (i) liabilities accruing after Closing under
the Contracts, Sales Agreements and Trade Agreements listed in Schedule
2.1(c)(1) or otherwise expressly assumed by Buyer pursuant to, and subject to,
Section 2.1(c), provided, that, Buyer shall not assume liability for any
-------- ----
breaches, violations or defaults under the Contracts, Sales Agreements and Trade
Agreements that occurred prior to Closing; and (ii) prorated items that are to
be paid by Buyer after Closing pursuant to Section 12.1.

5.0 HART-SCOTT-RODINO. As promptly as practicable and no later than ten (10)
-----------------
days following the execution of this Agreement, Seller and Buyer shall complete
any filing that may be required pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. Seller and Buyer shall diligently take all
necessary and proper steps and provide any additional information reasonably
requested in order to comply with the requirements of such Act. Buyer shall pay
the filing fee.

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<PAGE>

6.0 SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Seller hereby makes
--------------------------------------------------
to and for the benefit of Buyer, the following representations, warranties and
covenants:

6.1. Existence, Power and Identity. Sinclair is a corporation duly
-----------------------------
organized and validly existing under the laws of the State of Indiana and
Commonwealth is a limited liability company duly organized and validly existing
under the laws of the Commonwealth of Virginia. Both Sinclair and Commonwealth
are licensed to do business in the Commonwealth of Virginia with full corporate
power and authority (a) to own, lease and use the Purchased Assets as currently
owned, leased and used, (b) to conduct the business and operation of the
Stations as currently conducted and (c) to execute and deliver this Agreement
and each other document, agreement and instrument to be executed and delivered
by Seller in connection with this Agreement (collectively, the "Seller
Documents"), and to perform and comply with all of the terms, obligations and
covenants to be performed and complied with by Seller hereunder and thereunder.
The addresses of Seller's chief executive office and all of Seller's additional
places of business, and all places where any of the tangible personal property
included in the Purchased Assets is now located, or has been located during the
past 180 days, are correctly listed in Schedule 6.1. Except as set forth in
Schedule 6.1, during the past five years, Seller has not been known by or used,
nor, to the best of Seller's knowledge, has any prior owner of the Stations been
known by or used, any corporate, partnership, fictitious or other name in the
conduct of the Stations' business or in connection with the ownership, use or
operation of the Purchased Assets.

6.2. Binding Effect. The execution, delivery and performance by Seller
--------------
of this Agreement has been and the Seller Documents will be duly authorized by
all necessary corporate or limited liability company action, and copies of those
authorizing resolutions, certified by an officer, member, partner or manager as
appropriate, shall be delivered to Buyer at Closing. No other action by Sinclair
or Commonwealth is required for Seller's execution, delivery and performance of
this Agreement. This Agreement has been duly and validly executed and delivered
by Seller to Buyer and constitutes a legal, valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms, subject to
bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium and
similar laws relating to or affecting creditors, and other obligees' rights
generally and the exercise of judicial discretion in accordance with general
equitable principles.

6.3. No Violation. Except as set forth on Schedule 6.3, none of (i) the
------------
execution, delivery and performance by Seller of this Agreement or any of the
Seller Documents, (ii) the consummation of the Transaction, or (iii) Seller's
compliance with the terms or conditions hereof will, with or without the giving
of notice or the lapse of time or both, conflict with, breach the terms or
conditions of, constitute a default under, or violate (x) Seller's articles of
incorporation, bylaws, operating agreement or limited liability company
agreement, (y) any judgment, decree, order, consent, agreement, lease or other
instrument (including any Contract, Sales Agreement or Trade Agreement) to which
Seller is a party or by which Seller or any of its assets (including the
Purchased Assets) or the Stations is or may be legally bound or affected, or (z)
any law, rule,

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<PAGE>

regulation or ordinance of any Governmental Authority applicable to Seller or
any of its assets (including the Purchased Assets) or the operation of the
Stations.

6.4. Conveyance of Assets. At Closing, Seller shall convey to Buyer
--------------------
good and marketable title to all the Purchased Assets, free and clear of all
liens, pledges, collateral assignments, security interests, capital or financing
leases, easements, covenants, restrictions and encumbrances or other defects of
title except: (i) the inchoate lien for current taxes or other governmental
charges not yet due and payable and that will be prorated between Seller and
Buyer pursuant to Section 12.1; and (ii) the Permitted Encumbrances.

6.5. Governmental Authorizations. Except for the FCC Licenses which are
---------------------------
set forth in Schedule 6.5, no transferable licenses, permits, or authorizations
from any Governmental Authority are required to own, use or operate the
Purchased Assets, to operate the Stations or to conduct Seller's business as
currently operated and conducted by Seller. The FCC Licenses are all the
Commission authorizations held by Seller with respect to the Stations, and are
all the Commission authorizations used in or necessary for the lawful operation
of the Stations as currently operated by Seller. The FCC Licenses are in full
force and effect, are subject to no conditions or restrictions other than those
which appear on their face and are unimpaired by any acts or omissions of
Seller, Seller's officers, employees or agents. Seller has delivered true and
complete copies of all FCC Licenses to Buyer. There is not pending or, to the
Knowledge of Seller, threatened, any action by or before the Commission or any
other Governmental Authority to revoke, cancel, rescind or modify any of the FCC
Licenses (other than proceedings to amend Commission rules of general
applicability or otherwise affecting the broadcast industry generally), and
there is not now issued, outstanding or pending or, to the Knowledge of Seller,
threatened, by or before the Commission or any other Governmental Authority, any
order to show cause, notice of violation, notice of apparent liability, or
notice of forfeiture or complaint against Seller or otherwise with respect to
the Stations. The Stations are operating in compliance with all FCC Licenses,
the Communications Act of 1934, as amended (the "Communications Act"), and the
current rules, regulations, policies and practices of the Commission. The
Commission's most recent renewals of the FCC Licenses were not challenged by any
petition to deny or any competing application. Seller has no knowledge of any
facts relating to it that, under the Communications Act or the current rules,
regulations, policies and practices of the Commission may cause the Commission
to deny Commission renewal of the FCC Licenses or deny Commission consent to the
Transaction.

6.6. Equipment. Seller has good and marketable title, both legal and
---------
equitable, to the Equipment. The Equipment, together with any improvements and
additions thereto and replacements thereof less any retirements or other
dispositions as permitted by this Agreement between the date hereof and the
Closing Date, will, at Closing, be all the tangible personal property used or
useful in the lawful operation of the Stations as currently operated by Seller.
Except as specifically indicated to the contrary in Schedule 6.6, all Equipment
is serviceable, in good operating condition (reasonable wear and tear excepted),
and is not in imminent need of repair or replacement. All items of transmitting
and studio equipment included in the Equipment (i) have been maintained in a
manner consistent with generally accepted standards of good

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<PAGE>

engineering practice and (ii) will permit the Stations to operate in accordance
with the terms of the FCC Licenses.

6.7. Contracts. Seller has made available to Buyer or its
---------
representatives complete and correct copies of all Contracts and Trade
Agreements listed on Schedule 2.1(c)(1) hereto. The list of Trade Agreements on
Schedule 2.1(c)(1) is accurate and complete. Except for Sales Agreements that
comply with the terms of this Agreement, Schedule 2.1(c)(1) includes all the
contracts, leases, and agreements to which Seller is a party and which Buyer has
agreed to assume, other than those contracts that will be performed in full
prior to the Closing. To the Knowledge of Seller, each Contract is in full force
and effect and is unimpaired by any acts or omissions of Seller, Seller's
employees or agents, or Seller's officers. Except as set forth on Schedule
2.1(c)(1), there has not occurred as to any Contract any event of default by
Seller or any event that, with notice, the lapse of time or otherwise, could
become an event of default by Seller. There has not occurred as to any Contract
any default by any other party thereto or any event that, with notice, the lapse
of time or otherwise, or at the election of any person other than Seller, could
become an event of default by such party. Those Contracts whose stated duration
extends beyond the Closing Date will, at Closing, be in full force and effect,
unimpaired by any acts or omissions of Seller, Seller's employees or agents, or
Seller's officers. If any Contract requires the consent of any third party in
order for Seller to assign that Contract to Buyer, Seller shall use its best
efforts to obtain at its own expense such consent prior to Closing.

6.8. Promotional Rights. The Intellectual Property set forth on Schedule
------------------
6.8 includes all call signs and trademarks that Seller is transferring to Buyer,
used to promote or identify the Stations. Except as set forth on Schedule 6.8,
the Intellectual Property is in good standing and uncontested by any third
party. Except as set forth on Schedule 6.8, Seller has no Knowledge of any
infringement or unlawful or unauthorized use of those promotional rights,
including the use of any call sign, slogan or logo by any broadcast or cable
stations in the Richmond or Petersburg metropolitan areas that may be
confusingly similar to those currently used by the Stations. Except as set forth
on Schedule 6.8, to the Knowledge of Seller, the operations of the Stations do
not infringe, and no one has asserted to Seller that such operations infringe,
any copyright, trademark, tradename, service mark or other similar right of any
other party.

6.9. Insurance. Schedule 6.9 lists all insurance policies held by Seller
---------
with respect to the Purchased Assets and the business and operation of the
Stations. Such insurance policies are in full force and effect, all premiums
with respect thereto are currently paid and Seller is in compliance with the
terms thereof. Seller has not received any notice from any issuer of any such
policies of its intention to cancel, terminate, or refuse to renew any policy
issued by it. Seller will maintain the insurance policies listed on Schedule 6.9
in full force and effect through the Closing Date.

6.10. Financial Statements.
--------------------

(a) Seller has furnished Buyer with the audited Financial Statements
for fiscal years 1996, and 1997 as well as unaudited Financial Statements for
December 31, 1998. The Financial Statements: (i) have been prepared in
accordance with generally accepted accounting

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<PAGE>

principles applied on a consistent basis throughout the periods involved and as
compared with prior periods; and (ii) fairly present Seller's financial
position, income, expenses, assets, liabilities, shareholder's equity and the
results of operations of the Stations as of the dates and for the periods
indicated. Since December 31, 1998, there has been no material adverse change in
the business, assets, properties or condition (financial or otherwise) of the
business. No event has occurred that would make such Financial Statements
misleading in any respect.

(b) Except as reflected in the most recently available balance sheets,
including the notes thereto or otherwise disclosed in this Agreement or the
Schedules hereto, and except for the current liabilities and obligations
incurred in the ordinary course of business of the Stations (not including for
this purpose any tort-like liabilities or breach of contract) since the date of
the most recently available balance sheets, there exist no liabilities or
obligations of Seller, contingent or absolute, matured or unmatured, known or
unknown. Except as set forth on Schedule 6.10(b) since the date of the most
recently available balance sheets, (i) Seller has not made any contract,
agreement or commitment or incurred any obligation or liability (contingent or
otherwise), except in the ordinary course of business and consistent with past
business practices, (ii) there has not been any discharge or satisfaction of any
obligation or liability owed by Seller, which is not in the ordinary course of
business or which is inconsistent with past business practices, (iii) there has
not occurred any sale of or loss or material injury to the business, or any
material adverse change in the business or in the condition (financial or
otherwise) of the Stations, (iv) Seller has operated the business in the
ordinary course and (v) Seller has not increased the salaries or any other
compensation of any of its employees or agreed to the payment of any bonuses.
The monthly balance sheets (i) have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved and as compared with prior periods; and (ii) fairly present
Company's financial position, income, expenses, assets, liabilities,
shareholder's or member's equity and the results of operations of the Stations
as of the dates and for the periods indicated, subject to year end adjustments
which do not materially affect the operations of Seller.

6.11. Employees. Except as otherwise listed on Schedule 6.11, (i) no
---------
employee of the Stations is represented by a union or other collective
bargaining unit, no application for recognition as a collective bargaining unit
has been filed with the National Labor Relations Board, and, to the Knowledge of
Seller, there has been no concerted effort to unionize any of the Stations'
employees and (ii) Seller has no other written or oral employment agreement or
arrangement with any Station employee, and no written or oral agreement
concerning bonus, termination, hospitalization or vacation. Seller has delivered
to Buyer a list of all persons currently employed at the Stations together with
an accurate description of the terms and conditions of their respective
employment as of the date of this Agreement. Seller will promptly advise Buyer
of any terminations or resignations of management employees or on-air staff that
occur prior to the earlier of commencement of the Time Brokerage Agreement
between the parties or the Closing Date.

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<PAGE>

6.12. Employee Benefit Plans.
----------------------

(1) Except as described in Schedule 6.12, neither Seller nor any
Affiliates (as defined below) have at any time established, sponsored,
maintained, or made any contributions to, or been parties to any contract or
other arrangement or been subject to any statute or rule requiring them to
establish, maintain, sponsor, or make any contribution to, (i) any "employee
pension benefit plan" (as defined in Section 3(2) of the Employee Retirement
Income Security Act of 1974, as amended, and regulations thereunder ("ERISA"))
("Pension Plan"); (ii) any "employee welfare benefit plan" (as defined in
Section 3(1) of ERISA) ("Welfare Plan"); or (iii) any deferred compensation,
bonus, stock option, stock purchase, or other employee benefit plan, agreement,
commitment, or arrangement ("Other Plan"). Seller and the Affiliates have no
obligations or liabilities (whether accrued, absolute, contingent, or
unliquidated, whether or not known, and whether due or to become due) with
respect to any "employee benefit plan" (as defined in Section 3(3) of ERISA), or
Other Plan that is not listed in Schedule 6.12. For purposes of this Section
6.12, the term "Affiliate" shall include all persons under common control with
Seller within the meaning of Sections 4001(a)(14) or (b)(1) of ERISA or any
regulations promulgated thereunder, or Sections 414(b), (c), (m) or (o) of the
Internal Revenue Code of 1986, as amended (the "Code").

(2) Each plan or arrangement listed in Schedule 6.12 (and any related
trust or insurance contract pursuant to which benefits under such plans or
arrangements are funded or paid) has been administered in all material respects
in compliance with its terms and in both form and operation is in compliance
with applicable provisions of ERISA, the Code, the Consolidated Omnibus Budget
Reconciliation Act of 1986 and regulations thereunder, and other applicable law.
Each Pension Plan listed in Schedule 6.12 has been determined by the Internal
Revenue Service to be qualified under Section 401(a) and, if applicable, Section
401(k) of the Code, and nothing has occurred or been omitted since the date of
the last such determination that resulted or could result in the revocation of
such determination. Seller and the Affiliates have made all required
contributions or payments to or under each plan or arrangement listed in
Schedule 6.12 on a timely basis and have made adequate provision for reserves to
meet contributions and payments under such plans or arrangements that have not
been made because they are not yet due.

(3) To the Knowledge of Seller, the consummation of this Agreement
(and the employment by Buyer of former employees of Seller or any employees of
an Affiliate) will not result in any carryover liability to Buyer for taxes,
penalties, interest or any other claims resulting from any employee benefit plan
(as defined in Section 3(3) of ERISA) or Other Plan. In addition, Seller and
each Affiliate make the following representations (i) as to all of their Pension
Plans: (A) neither Seller nor any Affiliate has become liable to the PBGC under
ERISA under which a lien could attach to the assets of Seller or an Affiliate;
(B) Seller and each Affiliate has not ceased operations at a facility so as to
become subject to the provisions of Section 4062(e) of ERISA; and (C) Seller and
each Affiliate has not made a complete or partial withdrawal from a
multiemployer plan (as defined in Section 3(37) of ERISA) so as to incur
withdrawal liability as defined in Section 4201 of ERISA, and (ii) all group
health plans maintained by the Seller and each Affiliate have been operated in
material compliance with Section 4980B(f) of the Code.

-14-
<PAGE>

(4) The parties agree that Buyer does not and will not assume the
sponsorship of, or the responsibility for contributions to, or any liability in
connection with, any Pension Plan, any Welfare Plan, or Other Plan maintained by
Seller or an Affiliate for its employees, former employees, retirees, their
beneficiaries or any other person.

6.13. Real Property. Sinclair holds title to the real property described
-------------
in Schedule 6.13 which is used as the WPLZ-FM Transmitter Site and the WGCV-AM
Transmitter Site. In addition, John Sinclair holds title to the real property
described in Schedule 6.13 which is used as the WCDX-FM Backup Transmitter Site.
Sinclair also holds leasehold interests in the real property described in
Schedule 6.13 which is used as the WCDX-FM Transmitter Site, the WPLZ-FM STL
Site and the real property described in Schedule 6.13 which is used as the WCDX-
FM, WPLZ-FM and WJRV-FM Studio Site. Commonwealth holds a leasehold interest in
the property described in Schedule 6.13 which is used as the WJRV Transmitter
Site. Sinclair holds a leasehold interest in the real property described in
Schedule 6.13 which is used as the WGCV-AM Studio Site. All such interests in
real property are hereinafter referred to as "Real Property". Except as listed
on Schedule 6.13, all of the improvements, and all heating and air conditioning
equipment, plumbing, electrical and other mechanical facilities, and the roof,
walls and other structural components which are part of, or located in, such
improvements, are in good operating condition and repair, comply in all material
respects with applicable zoning laws and the building, health, fire and
environmental protection codes of all applicable governmental jurisdictions, and
do not require any repairs other than normal routine maintenance to maintain
them in good condition and repair. None of the improvements have any structural
defects. No portion of the Real Property described in Schedule 6.13 is the
subject of any condemnation or eminent domain proceedings currently instituted
or pending, and to the Knowledge of Seller, no such proceedings are threatened.
There are no condemnation, zoning or other land use regulations proceedings
instituted or, to the Knowledge of Seller, planned to be instituted, which would
materially affect the use and operations of the Real Property for any lawful
purpose, and Seller has not received notice of any special assessment
proceedings materially affecting the Real Property. The Real Property has direct
and unobstructed access to all public utilities necessary for the uses to which
the Real Property is currently devoted by Seller in the operation of the
Stations.

6.14. Environmental Protection. Except as set forth on Schedule 6.14,
------------------------
(i) no Hazardous Substances have been treated, stored, used, released or
disposed of on the Studio Site, or the WGCV-AM Studio Site, (collectively the
"Studio Sites"), the WPLZ-FM Transmitter Site, the WGCV-AM Transmitter Site, the
WCDX-FM Transmitter Site, the WJRV-FM Transmitter Site, the WCDX-FM Backup
Transmitter Site or the WPLZ-FM STL Site (collectively the "Transmitter Sites")
by Seller or to the Knowledge of Seller, by any other party; (ii) to the
Knowledge of Seller, Seller is not liable for cleanup or response costs with
respect to any present or past emission, discharge, or release of any Hazardous
Substances; (iii) to the Knowledge of Seller, no "underground storage tank" (as
that term is defined in regulations promulgated by the federal Environmental
Protection Agency) is used in the operation of the Stations or is located on the
Studio Sites or the Transmitter Sites; (iv) there are no pending actions, suits,
claims, legal proceedings or any other proceedings based on environmental
conditions or noncompliance at

-15-
<PAGE>

the Studio Sites or Transmitter Sites, or any part thereof, arising from
Seller's activities involving Hazardous Substances; (v) there are no conditions,
facilities, procedures or any other facts or circumstances caused by the Seller,
or to the Knowledge of the Seller, caused by any other party at the Studio Sites
or Transmitter Sites which constitute noncompliance with Environmental Law or
regulations; and (vi) there are no structures, improvements, equipment,
activities, fixtures or facilities at the Studio Sites or Transmitter Sites that
have been placed by the Seller, or to the Knowledge of the Seller, by any other
party which are constructed with, use or otherwise contain Hazardous Substances,
including, but without limitation, asbestos or polychlorinated biphenyls.

6.15. Compliance with Law. There is no outstanding complaint, citation,
-------------------
or notice issued by any Governmental Authority asserting that Seller is in
violation of any law, regulation, rule, ordinance, order, decree or other
material requirement of any Governmental Authority (including any applicable
statutes, ordinances or codes relating to zoning and land use, health and
sanitation, environmental protection, occupational safety and the use of
electric power) affecting the Purchased Assets or the business or operations of
the Stations, and Seller is in material compliance with all such laws,
regulations, rules, ordinances, decrees, orders and requirements. Without
limiting the foregoing:

(a) The Stations' transmitting and studio equipment is in material
respects operating in accordance with the terms and conditions of the FCC
Licenses, all underlying construction permits, and the rules, regulations,
practices and policies of the Commission, including all requirements concerning
equipment authorization and human exposure to radio frequency radiation.

(b) Seller has, in the conduct of the Stations' business, materially
complied with all applicable laws, rules and regulations relating to the
employment of labor, including those concerning wages, hours, equal employment
opportunity, collective bargaining, pension and welfare benefit plans, and the
payment of Social Security and similar taxes, and Seller is not liable for any
arrears of wages or any tax penalties due to any failure to comply with any of
the foregoing.

(c) Except as set forth in Schedule 6.15, all ownership reports,
employment reports, tax returns and other material documents required to be
filed by Seller with the Commission or other Governmental Authority have been
filed; such reports and filings are accurate and complete in all material
respects; such items as are required to be placed in the Stations' local public
records files have been placed in such files; all proofs of performance and
measurements that are required to be made by Seller with respect to the
Stations' transmission facilities have been completed and filed at the Stations;
and all information contained in the foregoing documents is true, complete and
accurate.

(d) Seller will, prior to Closing, use its best efforts to make the
Stations' local public file complete in all material respects.

(e) The location of the Stations' main studio(s) complies with the
FCC's rules.

-16-
<PAGE>

(f) Seller has paid to the Commission the regulatory fees due for
the Stations for the years 1994-98.

6.16. Litigation. Except for proceedings affecting radio broadcasters
----------
generally and except as set forth on Schedule 6.3, there is no litigation,
complaint, investigation, suit, claim, action or proceeding pending, or to the
Knowledge of Seller, threatened before or by the Commission, any other
Governmental Authority, or any arbitrator or other person or entity relating to
the business or operations of the Stations or to the Purchased Assets. Except as
set forth on Schedule 6.3, there is no other litigation, action, suit,
complaint, claim, investigation or proceeding pending, or to the Knowledge of
Seller, threatened that may give rise to any material claim against any of the
Purchased Assets or adversely affect Seller's ability to consummate the
Transaction as provided herein. To the Knowledge of Seller, there are no facts
that could reasonably result in any such proceedings.

6.17. Insolvency Proceedings. No insolvency proceedings of any character,
----------------------
including bankruptcy, receivership, reorganization, composition or arrangement
with creditors, voluntary or involuntary, affecting Seller, the Stations' Assets
or the Purchased Assets are pending or, to the Knowledge of Seller, threatened.
Seller has not made an assignment for the benefit of creditors.

6.18. Sales Agreements. The Sales Agreements in existence on the date
----------------
hereof have been entered into in the ordinary course of the Stations' business,
at rates consistent with Seller's usual past practices and each Sales Agreement
is for a term no longer than 10 weeks or, if longer, is terminable by the
Stations upon not more than 15 days notice.

6.19. Liabilities. There are no known liabilities or obligations of Seller
-----------
relating to the Stations, whether related to tax or non-tax matters, due or not
yet due, except as and to the extent set forth on the most recent Financial
Statements described in Section 6.10.

6.20. Sufficiency of Assets. The Purchased Assets in conjunction with the
---------------------
leases referred to in Section 2.1(j) are and, on the Closing Date will be,
sufficient to conduct the operation and business of the Stations in the manner
in which it is currently being conducted.

6.21. Related Parties. Except as disclosed in Schedule 6.21 neither Seller
---------------
nor any member, manager, shareholder, officer or director of Seller has any
interest whatsoever in any corporation, firm, partnership or other business
enterprise which has had any business transactions with Seller relating to the
Purchased Assets or the Stations, and no member, manager, shareholder, officer
or director of Seller has entered into any transactions with Seller relating to
the Purchased Assets or the Stations.

6.22. Taxes. The Seller has timely filed with all appropriate Governmental
-----
Authority all federal, state, commonwealth, local, and other tax or information
returns and tax reports (including, but not limited to, all income tax,
unemployment compensation, social security, payroll, sales and use, profit,
excise, privilege, occupation, property, ad valorem, franchise,

-17-
<PAGE>

license, school and any other tax under the laws of the United States or of any
state or any commonwealth or any municipal entity or of any political
subdivision with valid taxing authority) due for all periods ended on or before
the date hereof. Seller has paid in full all federal, state, commonwealth,
foreign, local and other governmental taxes, estimated taxes, interest,
penalties, assessments and deficiencies (collectively, "Taxes") which have
become due pursuant to such returns or without returns or pursuant to any
assessments received by Seller. The Seller has timely withheld and paid over all
taxes with respect to employees, independent contractors and shareholders. Such
returns and forms are true, correct and complete in all material respects, and
Seller has no liability for any Taxes in excess of the Taxes shown on such
returns. Seller is not a party to any pending action or proceeding and, to the
Knowledge of Seller, there is no action or proceeding threatened by any
Governmental Authority against Seller for assessment or collection of any Taxes,
and no unresolved claim for assessment or collection of any Taxes has been
asserted against Seller.

6.23. No Misleading Statements. This Agreement, and any disclosures made in
------------------------
this Agreement and any Schedule attached hereto will not contain any untrue
statement of a material fact or omits or will omit to state a material fact
required to be stated in order to make the statement, in light of the
circumstances in which it is made, not misleading. Seller represents and
warrants that it has disclosed, and agrees it will continue to disclose to
Buyer, any fact that Seller is obligated to disclose to assure the continuing
accuracy of the representations and warranties contained in this Section 6.

7.0 BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Buyer hereby makes to
-------------------------------------------------
and for the benefit of Seller, the following representations, warranties and
covenants:

7.1. Existence and Power. Buyer is a corporation duly organized,
-------------------
validly existing and in good standing under the laws of the State of Delaware,
with full corporate power and authority to assume and perform this Agreement,
and as of the Closing Date will be authorized to do business in the Commonwealth
of Virginia.

7.2. Binding Effect. The execution, delivery and performance by Buyer of
--------------
this Agreement, and each other document, agreement and instrument to be executed
and delivered by Buyer in connection with this Agreement (collectively, the
"Buyer Documents") has been or will be duly authorized by all necessary
corporate action, and copies of those authorizing resolutions, certified by
Buyer's Secretary shall be delivered to Seller at Closing. This Agreement has
been, and each of the Buyer Documents will be, duly and validly executed and
delivered by Buyer to Seller and constitutes a legal, valid and binding
obligation of Buyer, enforceable in accordance with its terms, subject to
bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium and
similar laws relating to or affecting creditors' and other obligees' rights
generally and the exercise of judicial discretion in accordance with general
equitable principles.

7.3. No Violation. The execution, delivery and performance by Buyer of
------------
this Agreement or any of the Buyer's documents will not, with or without the
giving of notice or the lapse of time or both, conflict with, breach the terms
or conditions of, constitute a default under,

-18-
<PAGE>

or violate (x) Buyer's articles of incorporation or by-laws, (y) any judgment,
decree, order, consent agreement, lease or other instrument to which Buyer is a
party or by which Buyer is legally bound, or (z) any law, rule, regulation or
ordinance of any Governmental Authority applicable to Buyer.

7.4. Litigation. There is no litigation, action, suit, complaint,
----------
proceeding or investigation, pending or, to the Knowledge of Buyer, threatened
that may adversely affect Buyer's ability to consummate the Transaction as
provided herein. To the Knowledge of Buyer, there are no facts that could
reasonably result in any such proceedings.

7.5. Licensee Qualifications. To the Knowledge of Buyer, there is no
-----------------------
existing fact that would, under the current published and written policies,
rules and regulations of the Commission or any other federal agency, disqualify
Buyer from being the assignee of the FCC Licenses or the owner and operator of
the Stations. Should Buyer become aware of any such fact, it will so inform
Seller, and Buyer will use commercially reasonable efforts to remove any such
disqualification. If such commercially reasonable efforts by Buyer are
unsuccessful, Seller shall have the right in accordance with the terms hereof to
terminate this Agreement.

7.6. Financial Qualifications. Buyer will have available on the Closing
------------------------
Date, sufficient funds to enable it to consummate the Transaction contemplated
hereby.

8.0 PRE-CLOSING OBLIGATIONS. The parties covenant and agree as follows with
-----------------------
respect to the period prior to Closing:

8.1. Application for Commission Consent. Seller and Buyer shall join in
----------------------------------
and file the Assignment Application no later than June 1, 1999. Once the
Assignment Application is filed, Seller and Buyer shall diligently take all
reasonable steps necessary or desirable and proper expeditiously to prosecute
the Assignment Application and to obtain the Commission's determination that
grant of the Assignment Application will serve the public interest, convenience
and necessity. Each party shall promptly provide the other with a copy of any
pleading, order or other document served on the other relating to the Assignment
Application. In the event that Closing occurs prior to a Final Order, then each
party's obligations hereunder shall survive the Closing.

8.2. Access. Between the date hereof and the Closing Date, Seller
------
shall, in consultation with Buyer and upon reasonable notice to Seller, give
Buyer and representatives of Buyer reasonable access during business hours to
the Purchased Assets, the Stations, the employees of Seller and the Stations and
the books and records of Seller relating to the business and operations of the
Stations. It is expressly understood that, pursuant to this Section, Buyer, at
its expense, shall be entitled to conduct such engineering inspections of the
Stations, such environmental assessments and surveys of the Studio Site, the
WGCV-AM Studio Site and the Transmitter Sites, and such reviews of the Station's
financial records as Buyer may desire, so long as the same do not unreasonably
interfere with Seller's operation of the Stations. No inspection or
investigation made by or on behalf of Buyer, or Buyer's failure to make any
inspection or investigation, shall affect Seller's representations, warranties
and covenants

-19-
<PAGE>

hereunder or be deemed to constitute a waiver of any of those representations,
warranties and covenants.

8.3. Material Adverse Changes; Financial Statements. Through the Closing
-----------------------------------------------
Date:

(a) Seller shall promptly notify Buyer of any event of which Seller
obtains knowledge which has caused or is likely to cause a material adverse
change to the financial condition or operation of the Stations.

(b) Seller shall furnish to Buyer (i) monthly Financial Statements
for Seller and (ii) such other reports as Buyer may reasonably request relating
to Seller. Each of the Financial Statements delivered pursuant to this Section
8.3(b) shall be prepared in accordance with GAAP consistently applied during the
periods covered (except as disclosed therein).

8.4. Operations Prior to Closing. Between the date of this Agreement and
---------------------------
the Closing Date:

(a) Seller shall operate the Stations in a manner consistent with
Seller's and the Stations' past practice and in material compliance with all
applicable laws, regulations, rules, decrees, ordinances, orders and
requirements of the Commission and all other Governmental Authority. Seller
shall promptly notify Buyer of any actions or proceedings that from the date
hereof are commenced against Seller or the Stations or, to the Knowledge of
Seller, against any officer, director, employee, consultant, agent or other
representative of Seller with respect to the business of the Stations or the
Purchased Assets.

(b) Seller shall: (i) use the Purchased Assets only for the
operation of the Stations; (ii) maintain the Purchased Assets in substantially
their present condition (reasonable wear and tear in normal use and damage due
to unavoidable casualty excepted); (iii) replace and/or repair the Purchased
Assets as necessary in the ordinary course of business; (iv) maintain all
inventories of supplies, tubes and spare parts at levels at least equivalent to
those existing on the date of this Agreement; and (v) promptly give Buyer
written notice of any unusual or materially adverse developments with respect to
the Purchased Assets or the business or operations of the Stations.

(c) Seller shall maintain the Stations' Business Records in the
usual, regular and ordinary manner, on a basis consistent with prior periods.

(d) Seller shall not: (i) sell, lease, encumber or otherwise dispose
of any Purchased Assets or any interest therein except in the ordinary course of
business and only if any property disposed of is replaced by property of like or
better value, quality and utility prior to Closing; (ii) cancel, terminate,
modify, amend or renew any of the Contracts without Buyer's express prior
written consent; (iii) increase the compensation payable or to become payable to
any employee of the Stations; or (iv) except to the extent expressly permitted
in Section 2.1(c), enter into any Contract or other agreement, undertaking or
obligation or assume any liability that may impose any obligation on Buyer after
Closing, whether Seller is acting within or outside of

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<PAGE>

the ordinary course of the Stations' business, without Buyer's prior written
consent. Such consent shall not be unreasonably withheld provided that such
action by Seller is taken in accordance with the ordinary course of business.

(e) Seller and the Stations will enter into Sales Agreements only in
the ordinary course of the Stations' business at commercially reasonable rates
and each such Sales Agreement shall have a term not longer than 10 weeks or, if
longer, shall be terminable by the Stations upon not more than 15 days notice.

(f) Seller and the Stations will enter into Trade Agreements only in
the ordinary course of the Stations' business and only if such Trade Agreements
are (i) immediately preemptible for cash time sales; (ii) require the provision
of air time only on a "run of schedule" basis; and (iii) primarily inure or will
inure to the benefit of the Stations.

(g) Seller shall use its best efforts to preserve the operations,
organization and reputation of the Stations intact, by continuing to make
expenditures and engage in activities designed to promote the Stations and
encourage the purchase of advertising time on the Stations in a manner
consistent with Seller's past practices. Seller shall use its best efforts to
preserve the goodwill and business of the Stations' advertisers, suppliers and
others having business relations with the Stations, and to continue to conduct
financial operations of the Stations, including credit and collection policies,
with no less effort, as in the prior conduct of the business of the Stations.

(h) Seller shall not make or agree to any material amendment to any
FCC License relating to the Stations.

(i) Seller shall not, except as required by law, adopt any profit-
sharing, bonus, deferred compensation, insurance, pension, retirement, severance
or other employee benefit plan, payment or arrangement or enter into any
employment, consulting or management contract.

(j) With respect to the Purchased Assets, Seller shall not merge or
consolidate with any other corporation, acquire control of any other corporation
or business entity, or take any steps incident to, or in furtherance of, any of
such actions, whether by entering into an agreement providing therefore or
otherwise.

(k) Seller shall not solicit, either directly or indirectly,
initiate, encourage or accept any offer for the purchase or acquisition of the
Purchased Assets by any party other than Buyer.

(l) Seller shall not terminate without comparable replacement or fail
to renew any insurance coverage applicable to the Purchased Assets or Real
Property of Seller.

(m) Seller shall not take any action or fail to take any action that
would cause the Seller to materially breach the representations, warranties and
covenants contained in this Agreement.

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<PAGE>

8.5. Damage.
------

(a) Risk of Loss. The risk of loss or damage, confiscation or
condemnation of the Purchased Assets shall be borne by Seller at all times prior
to Closing. In the event of material loss or damage, Seller shall promptly
notify Buyer thereof and use its best efforts to repair, replace or restore the
lost or damaged property to its former condition as soon as possible. If the
cost of repairing, replacing or restoring any lost or damaged property is One
Hundred Thousand Dollars ($100,000) or less, and Seller has not repaired,
replaced or restored such property prior to the Closing Date, Closing shall
occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing
the amount necessary to restore the lost or damaged property to its former
condition. If the cost to repair, replace, or restore the lost or damaged
property exceeds One Hundred Thousand Dollars ($100,000), and Seller has not
repaired, replaced or restored such property prior to the Closing Date to the
reasonable satisfaction of Buyer, Buyer may, at its option:

(1) elect to consummate the Closing in which event Buyer may
deduct from the Purchase Price paid at Closing the amount necessary to restore
the lost or damaged property to its former condition in which event Seller shall
be entitled to all proceeds under any applicable insurance policies with respect
to such claim; or

(2) elect to postpone the Closing, with prior consent of the
Commission if necessary, for such reasonable period of time (not to exceed
ninety (90) days) as is necessary for Seller to repair, replace or restore the
lost or damaged property to its former condition.

If, after the expiration of such extension period the lost or damaged
property has not been fully repaired, replaced or restored to Buyer's
satisfaction, Buyer may terminate this Agreement, in which event the Escrow
Deposit and all interest earned thereon shall be returned to Buyer and the
parties shall be released and discharged from any further obligation hereunder.

(b) Failure of Broadcast Transmissions. Seller shall give prompt
written notice to Buyer if any of the following (a "Specified Event") shall
occur and continue for a period of more than twelve (12) consecutive hours: (i)
the transmission of the regular broadcast programming of any of the Stations in
the normal and usual manner is interrupted or discontinued; or (ii) any of the
Stations is operated at less than its licensed antenna height above average
terrain or at less than eighty percent (80%) of its licensed effective radiated
power. If, prior to Closing, any of the Stations is not operated at its licensed
operating parameters for more than forty-eight (48) hours (or, in the event of
force majeure or utility failure affecting generally the market served by the
- ----- -------
Stations, one hundred and twenty (120) hours, whether or not consecutive, during
any period of thirty (30) consecutive days, or if there are three (3) or more
Specified Events each lasting more than twelve (12) consecutive hours, then
Buyer may, at its option: (i) terminate this Agreement, or (ii) proceed in the
manner set forth in Paragraph 8.5(a)(1) or 8.5(a)(2). In the event of
termination of this Agreement by Buyer pursuant to this Section, the

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<PAGE>

Escrow Deposit together with all interest accrued thereon shall be returned to
Buyer and the parties shall be released and discharged from any further
obligation hereunder.

(c) Resolution of Disagreements . If the parties are unable to agree
upon the extent of any loss or damage, the cost to repair, replace or restore
any lost or damaged property, the adequacy of any repair, replacement, or
restoration of any lost or damaged property, or any other matter arising under
this Section, the disagreement shall be referred promptly to a qualified
consulting communications engineer mutually acceptable to Seller and Buyer who
is a member of the Association of Federal Communications Consulting Engineers,
whose decision shall be final, and whose fees and expenses shall be paid one-
half each by Seller and Buyer.

8.6. Administrative Violations. If Seller receives any finding, order,
-------------------------
complaint, citation or notice prior to Closing which states that any aspect of
any of the Stations' operations violates or may violate any rule, regulation or
order of the Commission or of any other Governmental Authority (an
"Administrative Violation"), including, any rule, regulation or order concerning
Environmental Law, the employment of labor or equal employment opportunity,
Seller shall promptly notify Buyer of the Administrative Violation, use its best
efforts to remove or correct the Administrative Violation, and be responsible
prior to Closing for the payment of all costs associated therewith, including
any fines or back pay that may be assessed.

8.7. [This Section Intentionally Omitted]

8.8. Control of Stations. The Transaction shall not be consummated
-------------------
until after the Commission has given its written consent thereto and between the
date of this Agreement and the Closing Date, Seller shall control, supervise and
direct the operation of the Stations.

8.9. Cooperation with Respect to Financial and Tax Matters. Between the
-----------------------------------------------------
date hereof and the Closing Date, Seller, its shareholders, members, managers,
officers, directors and employees shall cooperate and Seller shall cause its
independent accounting firm to cooperate with Buyer for the purpose of preparing
Financial Statements reviewed by Buyer's independent accountants for purposes of
including such statements in any reports filed by Buyer with any Governmental
Authority. Buyer shall be permitted to disclose the audited Financial Statements
for, 1996, 1997 and 1998 as well as unaudited Financial Statements for any
period subsequent to 1998 available prior to Closing and this Agreement in any
filings submitted by the Buyer to any Governmental Authority.

8.10. Closing Obligations. Seller and Buyer shall make commercially
-------------------
reasonable efforts to satisfy the conditions precedent to Closing.

8.11. Environmental Assessment. From the date hereof through the date that
------------------------
is within thirty (30) days prior to Closing, Buyer may commence and complete, at
its expense, a Phase I and, if necessary, a Phase II Environmental Assessment of
the owned and leased Real Property, including the WGCV-AM and WPLZ-FM
Transmitter Site, the WCDX-FM Transmitter Site, the WCDX Backup Transmitter
Site, the WJRV-FM Transmitter Site, the WPLZ-FM STL Site, the WGCV-AM Studio
Site and the Studio Site. Seller agrees to cooperate with Buyer and such firm

-23-
<PAGE>

in performing such Environmental Assessment. Buyer shall provide a copy of such
Environmental Assessment to Seller but such delivery shall not relieve Seller of
any obligation with respect to any representation, warranty or covenant in this
Agreement or waive any condition to Buyer's obligation under this Agreement.

8.12. Time Brokerage Agreement. Seller and Buyer shall enter into a Time
------------------------
Brokerage Agreement ("TBA") that will commence on June 1, 1999 in the form
attached hereto as Exhibit 2.

8.13. Tax-Deferred Exchange. Seller has advised Buyer that it may elect
---------------------
to structure this Transaction as a tax-deferred like-kind exchange pursuant to
Internal Revenue Code Section 1031. Buyer will cooperate with Seller to
effectuate such an exchange provided, that, such tax-deferred, like-kind
-------- ----
exchange shall (i) not commence a second statutory 30-day public notice period
for the Assignment Application under the Commission's published rules,
regulations or policies, (ii) not result in any additional cost or expense to
Buyer, (iii) not result in any tax consequences to Buyer, (iv) not affect
Seller's liability to Buyer for any of the representations, warranties,
covenants and obligations of Seller pursuant to this Agreement and (v) not
require Buyer to serve as the qualified intermediary.

8.14. Objections to Pending Applications. To the Knowledge of Buyer,
----------------------------------
there have been no petitions to deny or informal objections filed with the
Commission against any application which is pending as of the date of this
Agreement for assignment of license or transfer of control of any broadcast
station to Buyer. Between the date hereof and the Closing Date, Buyer shall
promptly inform Seller if any party files a petition to deny or informal
objection with the Commission against any pending application for assignment of
license or transfer of control of any broadcast station to Buyer.

9.0 STATUS OF EMPLOYEES.
-------------------

9.1. Employment Relationship. All Station employees shall be and remain
-----------------------
Seller's employees, subject to Seller's discretion, with Seller having full
authority and control over their actions, and Buyer shall not assume the status
of an employer or a joint employer of, or incur or be subject to any liability
or obligation of an employer with respect to, any such employees unless and
until actually hired by Buyer. Seller shall be solely responsible for any and
all liabilities and obligations Seller may have to its employees, including,
compensation, severance pay and accrued vacation time and sick leave. Seller
shall be solely responsible for any and all liabilities, penalties, fines or
other sanctions that may be assessed or otherwise due under such laws on account
of the Transaction and the dismissal or termination of any of Seller's
employees.

9.2. Buyer's Right to Employ. Seller consents to Buyer discussing with the
-----------------------
Stations' employees, at any time after ten (10) business days from the execution
of this Agreement the possibility of their employment by Buyer. Seller agrees
and acknowledges, however, that Buyer is under no obligation to offer employment
to any of those employees.

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<PAGE>

10.0 CONDITIONS PRECEDENT.
--------------------

10.1. Mutual Conditions. The respective obligations of both Buyer and
-----------------
Seller to consummate the Transaction are subject to the satisfaction of each of
the following conditions:

(a) Approval of Assignment Application. The Commission shall have
granted the Assignment Application, and such grant shall be in full force and
effect on the Closing Date.

(b) Absence of Litigation. As of the Closing Date, no litigation,
action, suit or proceeding enjoining, restraining or prohibiting the
consummation of the Transaction shall be pending before any court, the
Commission or any other Governmental Authority or arbitrator; provided, however,
-------- -------
that this Section may not be invoked by a party if any such litigation, action,
suit or proceeding was solicited or encouraged by, or instituted as a result of
any act or omission of, such party.

(c) Hart-Scott-Rodino. All applicable waiting periods under the
-----------------
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have
expired.

10.2. Additional Conditions to Buyer's Obligation. In addition to the
-------------------------------------------
satisfaction of the mutual conditions contained in Section 10.1, the obligation
of Buyer to consummate the Transaction is subject, at Buyer's option, to the
satisfaction or waiver by Buyer of each of the following conditions:

(a) Representations and Warranties. The representations and
warranties of Seller to Buyer shall be true, complete, and correct in all
material respects as of the Closing Date with the same force and effect as if
then made.

(b) Compliance with Conditions. All of the terms, conditions and
covenants to be complied with or performed by Seller on or before the Closing
Date under this Agreement and the Seller Documents shall have been duly complied
with and performed in all material respects.

(c) Discharge of Liens. Seller shall have obtained and delivered
to Buyer, at least 10 days prior to Closing, a report prepared by C.T.
Corporation System (or similar firm reasonably acceptable to Buyer) showing the
results of searches of lien, tax, judgment and litigation records, demonstrating
that the Purchased Assets are being conveyed to Buyer free and clear of all
liens, security interests and encumbrances except for Permitted Encumbrances or
otherwise consented to by Buyer in writing. The record searches described in
the report shall have taken place no more than 15 days prior to the Closing
Date. Buyer and Seller shall each pay one half of the expenses associated with
these reports.

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<PAGE>

(d) Third-Party Consents. Seller shall have obtained (i) all
required third-party consents to Buyer's assumption of the Material Contracts,
such that Buyer will, after Closing, enjoy all the rights and privileges of
Seller under the Material Contracts subject only to the same obligations as are
binding on Seller pursuant to the Material Contracts' current terms; and (ii)
all other requisite third-party consents and approvals which may be necessary to
consummate the Transaction.

(e) Estoppel Certificates. At Closing, Seller shall deliver to
Buyer a certificate executed by the other party to each Material Contract,
including the landlord under the leases for the Studio Site, the WGCV-AM Studio
Site, the WCDX-FM Transmitter Site, the WPLZ-FM STL Site and the WJRV-FM
Transmitter Site dated no more than 15 days prior to the Closing Date, stating
(i) that such Contract is in full force and effect and has not been amended or
modified; (ii) the date to which all rent and/or other payments due thereunder
have been paid; and (iii) that Seller is not in breach or default under such
Material Contract, and that no event has occurred that, with notice or the
passage of time or both, would constitute a breach or default thereunder by
Seller.

(f) No Material Adverse Change. None of the Stations nor the
Purchased Assets shall have suffered a material adverse change since the date of
this Agreement, and there shall have been no changes since the date of this
Agreement in the business, operations, condition (financial or otherwise),
properties, assets or liabilities of Seller, of the Stations or of the Purchased
Assets, except changes contemplated by this Agreement and changes which are not
(either individually or in the aggregate) materially adverse to the Stations.

(g) Opinion of Seller's Counsel. At Closing, Seller shall deliver
to Buyer the written opinion or opinions of Seller's counsel, dated the Closing
Date, in scope and form satisfactory to Buyer, to the following effect:

(1) Sinclair is a corporation duly organized, validly existing
and in good standing under the laws of the State of Indiana, and licensed to do
business in the Commonwealth of Virginia with all requisite corporate power and
authority to enter into and perform this Agreement.

(2) Commonwealth is a limited liability company duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Virginia, with all requisite corporate power and authority to enter into and
perform this Agreement.

(3) This Agreement has been duly executed and delivered by Seller
and such action has been duly authorized by all necessary corporate action. This
Agreement constitutes the legal, valid, and binding obligation of Seller,
enforceable against Seller in accordance with its terms subject to bankruptcy,
reorganization, fraudulent conveyance, insolvency, moratorium and similar laws
relating to or affecting creditors' and other obligees' rights generally and the
exercise of judicial discretion in accordance with general equitable principles.

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<PAGE>

(4) None of (i) the execution and delivery of this Agreement,
(ii) the consummation of the Transaction, or (iii) compliance with the terms and
conditions of this Agreement will, with or without the giving of notice or lapse
of time or both, conflict with, breach the terms and conditions of, constitute a
default under, or violate Seller's operating agreement, articles of
incorporation or bylaws, any law, rule, regulation or other requirement of any
Governmental Authority, or any judgment, decree, order, agreement, lease or
other instrument to which Seller is a party or by which Seller, the Stations or
any of the Seller's assets, including the Purchased Assets, may be bound or
affected.

(5) Except as disclosed in Schedule 6.3, to such counsel's
knowledge, no suit, action, claim or proceeding is pending or threatened that
questions or may affect the validity of any action to be taken by Seller
pursuant to this Agreement or that seeks to enjoin, restrain or prohibit Seller
from carrying out the Transaction.

(6) Except as disclosed in Schedule 6.3, to such counsel's
knowledge, there is no outstanding judgment, or any suit, action, claim or
proceeding pending, threatened or deemed by Seller's counsel to be probable of
assertion, or any governmental proceeding or investigation in progress (other
than proceedings affecting radio broadcasters generally) that could reasonably
be expected to have an adverse effect upon the Purchased Assets or upon the
business or operations of the Stations after Closing.

(7) Seller is the authorized legal holder of the FCC Licenses,
the FCC Licenses are in full force and effect, and the FCC Licenses are not the
subject of any pending license renewal application. The FCC Licenses set forth
on Schedule 6.5 constitute all FCC licenses and authorizations issued in
connection with the operation of the Stations and are the only such licenses and
authorizations required for the operation of the Stations, as currently
operated. There are no applications pending before the Commission with respect
to the Stations.

(8) The Commission has consented to the assignment of the FCC
Licenses to Buyer and, to such counsel's knowledge, no appeal or petition for
reconsideration was filed.

(9) To the best of such counsel's knowledge, there is no
Commission investigation, notice of apparent liability or order of forfeiture,
pending or outstanding against the Stations, or any complaint, petition to deny
or proceeding against or involving the Stations pending before the Commission.

The foregoing opinions shall be for the benefit of and may be relied on by
Buyer and Buyer's lenders. In rendering such opinions, Seller's counsel may
rely upon such corporate records of Seller and such certificates of public
officials and officers of Seller as Seller's counsel deems appropriate.

(h) Final Order. The Commission's action granting the Assignment
Application shall have become a Final Order.

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<PAGE>

(i) Financial Statements. The financial information set forth in the
Stations' Financial Statements for the years ending December 31, 1997 and
December 31, 1998, and for the period ending thirty (30) days prior to the
Closing Date fairly and accurately reflect the financial performance and results
of operation of the Stations for those periods.

(j) Trade Balance. The Trade Balance, if negative, will not exceed
Five Thousand Dollars ($5,000).

(k) Compensation. Seller shall have satisfied all amounts due
employees for compensation, whether pursuant to the terms of a written agreement
or otherwise, including bonuses, vacation and sick pay and reimbursement of
expenses, that have accrued as of the Closing.

(l) Studio Site Lease. At Closing, Sinclair shall have assigned its
interest in or have caused the owner of the Studio Site to enter into a written
lease with Buyer for the use of the real property described in Section 6.13 as
the Studio Site.

(m) WGCV-AM Studio Site Lease. At Closing, Seller shall have assigned
its interest in or have cause the owner of the WGCV-AM Studio Site to enter into
a written lease with Buyer for the use of the real property described in
Schedule 6.13 as the WGCV-AM Studio Site.

(n) WCDX-FM Transmitter Site Lease. At Closing, Sinclair shall have
assigned its interest in or have caused the owner of the WCDX-FM Transmitter
Site to enter into a written lease with Buyer for the use of the real property
described in Schedule 6.13 as the WCDX-FM Transmitter Site.

(o) WJRV-FM Transmitter Site Lease. At Closing, Commonwealth shall
have assigned its interest in or have caused the owner of the WJRV-FM
Transmitter Site to enter into a written lease with Buyer for the use of the
real property described in Schedule 6.13 as the WJRV-FM Transmitter Site.

(p) WCDX-FM Backup Transmitter Site Lease. At Closing, Seller shall
have caused John Sinclair (or his successors and assigns) to enter into a
written lease with Buyer for the use of the WCDX-FM Backup Transmitter Site for
an initial term of ten (10) years, with, at Buyer's option, two (2) renewal
terms of ten (10) years each for the amount of $100 per year.

(q) WPLZ-FM STL Site. At Closing, Seller shall have assigned its
interest in or have cause the owner of the WPLZ-FM STL Site to enter into a
written lease with Buyer for the use of the real property described in Schedule
6.13 as the WPLZ-FM STL Site.

(r) Environmental Remediation. Seller shall have cured, to Buyer's
satisfaction, any deficiency identified in the Environmental Assessment,
provided that in no event shall Seller be required to effect any cure except to
- -------- ----
the extent any Hazardous Substances

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<PAGE>

would give rise to liability under Environmental Law as it applies to the
present use of the Real Property, and provided further that Seller shall not be
required to expend more than Fifty Thousand Dollars ($50,000) to cure such
deficiency.

(s) Title Insurance and Surveys. Buyer, at its cost and expense,
---------------------------
will obtain with respect to each parcel of owned real property described in
Schedule 6.13 which is used as Station WPLZ-FM Transmitter Site and Station
WGCV-AM Transmitter Site not less than forty-five (45) days prior to Closing,
(i) an owner's policy, in an amount equal to the fair market value of such real
property (including all improvements located thereon), insuring Buyer's fee
simple title to such real property as of the Closing without defects in title,
together with such endorsements for zoning, continuity, public access and
extended coverage as Buyer or its lender may reasonably request and (ii) a
current survey of each parcel of real property certified to Buyer and its
lender, prepared by a licensed surveyor and conforming to current ALTA Minimum
Detail Requirements for Land Title Surveys, disclosing the location of all
improvements, easements, party walls, sidewalks, roadways, utility lines, and
other matters shown customarily on such surveys, and showing access
affirmatively to public streets and roads ("Survey") which shall not disclose
any defect or encroachment from or onto any of the real property which has not
been cured or insured over prior to the Closing.

(t) Closing Documents. At the Closing Seller shall deliver to Buyer
(i) such assignments, bills of sale and other instruments of conveyance as are
necessary to vest in Buyer title to the Purchased Assets, all of which documents
shall be dated as of the Closing Date, duly executed by Seller and in form
reasonably acceptable to Buyer; (ii) a certificate, dated the Closing Date,
executed by Seller's President certifying as to those matters set forth in
Section 10.2(a) and (b); (iii) copies of Seller's corporate and governing
resolutions authorizing the Transaction, each certified as to accuracy and
completeness by Seller's Secretary, (iv) a document providing that Seller
indemnifies Buyer for any claims that the intermediate party participating in
the like-kind exchange may have against Buyer and (v) a certificate stating that
the Operating Agreement for Station WGCV-AM with Hoffman Communications, Inc.
has been terminated and all obligations under that agreement have been
satisfied.

10.3. Additional Conditions to Seller's Obligation. In addition to
--------------------------------------------
satisfaction of the mutual conditions contained in Section 10.1, the obligation
of Seller to consummate the Transaction is subject, at Seller's option, to the
satisfaction or waiver by Seller of each of the following conditions:

(a) Representations and Warranties. The representations and
warranties of Buyer to Seller shall be true, complete and correct in all
material respects as of the Closing Date with the same force and effect as if
then made.

(b) Compliance with Conditions. All of the terms, conditions and
covenants to be complied with or performed by Buyer on or before the Closing
Date under this Agreement shall have been duly complied with and performed in
all material respects.

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<PAGE>

(c) Assumption of Liabilities. Buyer shall assume and agree to
pay, perform and discharge Seller's obligations under the Contracts, Sales
Agreements and Trade Agreements to the extent Buyer has expressly agreed to
assume such obligations pursuant to Section 4.4.

(d) Payment. Buyer shall pay Seller the Purchase Price due at
Closing, as provided in Section 4.2.

(e) Closing Documents. Buyer shall deliver to Seller at the
Closing (i) copies of Buyer's corporate resolutions authorizing the Transaction
certified as to accuracy and completeness by Buyer's Secretary; and (ii) a
certificate, dated the Closing Date, executed by Buyer's President certifying as
to those matters set forth in Section 10.3(a) and (b).

11.0. CLOSING. The Closing shall occur no earlier than the tenth day after
-------
the date on which the Commission's grant of the Assignment Application becomes a
Final Order and no later than eighteen (18) months from the date of this
Agreement. Notwithstanding the preceding sentence, Seller shall have the
option, upon sixty (60) days prior written notice to Buyer, of establishing a
date for Closing that is no earlier than the tenth day after the date on which
the Commission's grant of the Assignment Application becomes a Final Order and
no later than eighteen (18) months from the date of this Agreement, provided
--------
that, all of the conditions to Closing described in Section 10 have been
- ----
satisfied or waived. Seller and Buyer shall cooperate in seeking extensions
from the Commission as necessary to permit Closing to occur consistent with the
terms hereof. Closing shall take place at 10:00 a.m. on the Closing Date at the
offices of Buyer's counsel, Kirkland & Ellis, 655 15/th/ Street, NW, Suite 1200,
Washington, D.C. 20005.

12.0. PRORATIONS.
----------

12.1. Apportionment of Expenses. To the extent that they are not
-------------------------
prorated pursuant to Section 13.0 of the Time Brokerage Agreement, Seller shall
be responsible for all expenses arising out of the business of the Stations
until 11:59 p.m. on the Closing Date, and Buyer shall be responsible for all
expenses arising out of the business of the Stations after 11:59 p.m. on the
Closing Date to the extent such expenses relate to liabilities assumed by Buyer
pursuant to Section 4.4. All overlapping expenses shall be prorated or
reimbursed, as the case may be, as of 11:59 p.m. on the Closing Date, provided
however, that Seller shall be responsible for the payment of any and all
Regulatory Fees for Fiscal Year 1999 (covering authorizations held in connection
with the Stations as of October 1, 1998), owing to the Federal Communications
Commission for each of the Stations and any and all auxiliary broadcast
facilities licensed to Seller and used in the operation of Stations.

12.2. Determination and Payment. Prorations shall be made, insofar as
-------------------------
feasible, at Closing and shall be paid by way of adjustment to the Purchase
Price. As to the prorations that cannot be made at Closing, the parties shall,
within ninety (90) days after the Closing Date, make and pay all such
prorations. If the parties are unable to agree upon all such prorations within
that 90-day period, then any disputed items shall be referred to a firm of
independent certified public accountants, mutually acceptable to Seller and
Buyer, whose decision shall be final, and whose fees and expenses shall be
allocated between and paid by Seller and Buyer, respectively, to the

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<PAGE>

extent that such party does not prevail on the disputed matters decided by the
accountants. If the disputed amount of the prorations are Ten Thousand Dollars
($10,000) or less, Seller and Buyer shall each pay one-half.

13.0. POST-CLOSING OBLIGATIONS. The parties covenant and agree as follows
------------------------
with respect to the period subsequent to Closing:

13.1. Indemnification.
---------------

(a) Buyer's Right to Indemnification. Seller hereby indemnifies
and holds Buyer, its officers, directors and shareholders harmless from and
against (i) any breach, misrepresentation, or violation of any of Seller's
representations, warranties, covenants, or other obligations contained in this
Agreement or in any Seller Document; (ii) all obligations and liabilities of
Seller and/or the Stations not expressly assumed by Buyer pursuant to Section
4.4; and (iii) all claims by third parties (including employees) against Buyer
attributable to the operation of the Stations and/or the use or ownership of the
Purchased Assets prior to Closing. This indemnity is intended by Seller to
cover all actions, suits, proceedings, claims, demands, assessments,
adjustments, interest, penalties, costs and expenses (including, reasonable fees
and expenses of counsel), whether suit is instituted or not and, if instituted,
whether at the trial or appellate level, with respect to any and all of the
specific matters set forth in this indemnity.

(b) Seller's Right to Indemnification. Buyer hereby indemnifies
and holds Seller, its officers, directors, shareholders, managers and members
harmless from and against (i) any breach, misrepresentation or violation of any
of Buyer's representations, warranties, covenants or obligations contained in
this Agreement; (ii) all obligations and liabilities expressly assumed by Buyer
hereunder pursuant to Section 4.4; and (iii) all claims by third parties against
Seller attributable to Buyer's operation of the Stations after Closing. This
indemnity is intended by Buyer to cover all actions, suits, proceedings, claims,
demands, assessments, adjustments, interest, penalties, costs and expenses
(including reasonable fees and expenses of counsel), whether suit is instituted
or not and, if instituted, whether at the trial or appellate level, with respect
to any and all of the specific matters set forth in this indemnity.

(1) The party claiming indemnification (the "Claimant") shall
give written notice to the party from which indemnification is sought (the
"Indemnitor") promptly after the Claimant learns of any claim or proceeding
covered by the foregoing agreements to indemnify and hold harmless and failure
to provide prompt notice shall not be deemed to jeopardize Claimant's right to
demand indemnification, provided, that, Indemnitor is not prejudiced by the
-------- ----
delay in receiving notice.

(2) With respect to claims between the parties, following
receipt of notice from the Claimant of a claim, the Indemnitor shall have 15
days to make any investigation of the claim that the Indemnitor deems necessary
or desirable, or such lesser time if a 15-day

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<PAGE>

period would jeopardize any rights of Claimant to oppose or protest the claim.
For the purpose of this investigation, the Claimant agrees to make available to
the Indemnitor and its authorized representatives the information relied upon by
the Claimant to substantiate the claim. If the Claimant and the Indemnitor
cannot agree as to the validity and amount of the claim within the 15-day
period, or lesser period if required by this section (or any mutually agreed
upon extension hereof) the Claimant may seek appropriate legal remedies.

(3) The Indemnitor shall have the right to undertake, by counsel
or other representatives of its own choosing, the defense of such claim,
provided,that, Indemnitor acknowledges in writing to Claimant that Indemnitor
- -------- ----
would assume responsibility for and demonstrates its financial ability to
satisfy the claim should the party asserting the claim prevail. In the event
that the Indemnitor shall not satisfy the requirements of the preceding sentence
or shall elect not to undertake such defense, or within 15 days after notice of
any such claim from the Claimant shall fail to defend, the Claimant shall have
the right to undertake the defense, compromise or settlement of such claim, by
counsel or other representatives of its own choosing, on behalf of and for the
account and risk of the Indemnitor. Anything in this Section 13.1(c)(3) to the
contrary notwithstanding, (i) if there is a reasonable probability that a claim
may materially and adversely affect the Claimant other than as a result of money
damages or other money payments, the Claimant shall have the right, at its own
cost and expense, to participate in the defense, compromise or settlement of the
claim, (ii) the Indemnitor shall not, without the Claimant's written consent,
settle or compromise any claim or consent to entry of any judgment which does
not include as an unconditional term thereof the giving by the plaintiff to the
Claimant of a release from all liability in respect of such claim, and (iii) in
the event that the Indemnitor undertakes defense of any claim consistent with
this Section, the Claimant, by counsel or other representative of its own
choosing and at its sole cost and expense, shall have the right to consult with
the Indemnitor and its counsel or other representatives concerning such claim
and the Indemnitor and the Claimant and their respective counsel or other
representatives shall cooperate with respect to such claim.

(d) Assignment of Claims. If any payment is made pursuant to this
Section 13.1, the Indemnitor shall be subrogated to the extent of such payment
to all of the rights of recovery of Claimant, and Claimant shall assign to
Indemnitor, for its use and benefit, any and all claims, causes of actions, and
demands of whatever kind and nature that Claimant may have against the person,
firm, corporation or entity giving rise to the loss for which payment was made.
Claimant agrees to reasonably cooperate in any efforts by Indemnitor to recover
such loss from any person, firm, corporation or entity.

(e) Indemnification Not Sole Remedy. The right to indemnification
provided for in this Section shall not be the exclusive remedy of either party
in connection with any breach by the other party of its representations,
warranties, covenants or other obligations hereunder, nor shall such
indemnification be deemed to prejudice or operate as a waiver of any right or
remedy to which either party may otherwise be entitled as a result of any such
breach by the other party.

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<PAGE>

(f) Threshold Concerning Sections 13.1(a) and (b). Notwithstanding
anything to the contrary in Sections 13.1(a) and (b), the parties shall not be
entitled to indemnity under Sections 13.1(a) and (b) unless the aggregate loss
indemnified against thereunder exceeds $25,000 (in which case, the Claimant
shall be entitled to recovery from the Indemnitor of the full amount of the
loss).

13.2 Cooperation with Respect to Financial and Tax Matters. From the date
------------------------------------------------------
of Closing and for a period of three (3) years thereafter, Seller shall provide
Buyer with such cooperation and information as Buyer shall reasonably request in
Buyer's: (i) analysis and review of the Financial Statements or (ii) preparation
of documentation to fulfill any reporting requirements of Buyer including
reports that may be filed with the Securities and Exchange Commission. Seller
shall make its independent accounting firm available, the cost of said firm to
be paid by the Buyer, and the information relied upon by that firm, including
its opinions and Financial Statements for the Seller, to provide explanations of
any documents or information provided hereunder and to permit disclosure by
Buyer, including disclosure to any Governmental Authority.

13.3. Liabilities. Following the Closing Date, Seller shall pay
-----------
promptly when due all of the debts and liabilities of Seller relating to the
Stations, other than liabilities specifically assumed by Buyer hereunder.

14. DEFAULT AND REMEDIES.
--------------------

14.1. Opportunity to Cure. If either party believes the other to be in
-------------------
breach or in default hereunder, the former party shall provide the other with
written notice specifying in reasonable detail the nature of such default. If
the default has not been cured by the earlier of: (i) the Closing Date, or (ii)
within 10 days after delivery of that notice (or such additional reasonable time
as the circumstances may warrant provided the party in default undertakes
diligent, good faith efforts to cure the default within such 10-day period and
continues such efforts thereafter), then the party giving such notice may
exercise the remedies available to such party pursuant to this Section, subject
to the right of the other party to contest the alleged default through
appropriate proceedings.

14.2. Seller's Remedies. Buyer recognizes that if the Transaction is
-----------------
not consummated as a result of Buyer's default, Seller would be entitled to
compensation, the extent of which is extremely difficult and impractical to
ascertain. To avoid this problem, the parties agree that if the Transaction is
not consummated due to the default of Buyer, Seller, provided that Seller is not
in default and has otherwise complied with its obligations under this Agreement,
shall be entitled to the Escrow Deposit, with interest earned thereon. The
parties agree that this sum shall constitute liquidated damages and shall be in
lieu of any other relief to which Seller might otherwise be entitled due to
Buyer's failure to consummate the Transaction as a result of a default by Buyer.

14.3. Buyer's Remedies. Seller agrees that the Purchased Assets include
----------------
unique property that cannot be readily obtained on the open market and that
Buyer will be irreparably

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<PAGE>

injured if this Agreement is not specifically enforced. Therefore, Buyer shall
have the right specifically to enforce Seller's performance under this
Agreement, and Seller agrees (i) to waive the defense in any such suit that
Buyer has an adequate remedy at law and (ii) to interpose no opposition, legal
or otherwise, as to the propriety of specific performance as a remedy. If Buyer
elects to terminate this Agreement as a result of Seller's default instead of
seeking specific performance, Buyer shall be entitled to the return of the
Escrow Deposit together with all interest earned thereon, and in addition
thereto, to initiate a suit for damages. Buyer and Seller hereby agree that the
total amount of damages to be recovered by Buyer from any suit for damages shall
equal Two Million Dollars ($2,000,000).

15.0. TERMINATION OF AGREEMENT.
------------------------

15.1. Failure to Close. This Agreement may be terminated at the option
----------------
of either party upon written notice to the other if the Commission has not
granted the Assignment Application within twelve (12) months after the
Commission accepts the Assignment Application for filing or may be terminated by
Buyer if the Commission's action granting the Assignment Application has not
become a Final Order within eighteen (18) months from execution of this
Agreement. This Agreement may also be terminated upon the mutual agreement of
Buyer and Seller. In the event of termination pursuant to this Section, the
Escrow Deposit, together with all interest earned thereon, shall be returned to
Buyer and the parties shall be released and discharged from any further
obligation hereunder unless the failure to consummate the Transaction is
attributable to Buyer's default, and Seller is not in default and has otherwise
complied with its obligations under this Agreement, in which case the Escrow
Deposit plus interest earned thereon shall be released to Seller as liquidated
damages pursuant to Section 14.2.

15.2. Designation for Hearing. The time for approval provided in
-----------------------
Section 15.1 notwithstanding, either party may terminate this Agreement upon
written notice to the other, if, for any reason, the Assignment Application is
designated for hearing by the Commission, provided, however, that written notice
-------- -------
of termination must be given within 10 days after release of the hearing
designation order and that the party giving such notice is not in default and
has otherwise complied with its obligations under this Agreement. Upon
termination pursuant to this Section and provided that Buyer is not in default,
the Escrow Deposit together with all interest earned thereon shall be returned
to Buyer and the parties shall be released and discharged from any further
obligation hereunder.

15.3. Environmental Remediation. By either Buyer or Seller if the
-------------------------
Environmental Assessment shows the presence of conditions that must be cured or
removed and such remediation will cost in excess of Fifty Thousand Dollars
($50,000) ("Threshold Amount") and Seller declines to pay for remediation in
excess of the Threshold Amount, provided that neither Buyer nor Seller will be
-------- ----
entitled to terminate this Agreement pursuant to this Section 15.3 if Buyer
elects to pay for remediation in excess of the Threshold Amount and such excess
payment does not reduce the Purchase Price.

15.4. Failure to Pay Time Brokerage Agreement Fees. If Buyer defaults on
---------------------------------------------
its obligations to pay the Time Brokerage Fee as defined in the Time Brokerage
Agreement or the

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<PAGE>

expenses defined in Schedule 3.0 of the Time Brokerage Agreement and such
default has not been cured within the period defined in the Time Brokerage
Agreement, Seller may terminate this Agreement and exercise the remedies
provided to Seller in Section 14.2 hereof.

16. GENERAL PROVISIONS.
------------------

16.1. Brokerage. Seller and Buyer represent to each other that neither
---------
party has dealt with a broker in connection with the Transaction, except that
Seller has retained Star Media Group. No finders fee is due to any person or
entity in connection with the Transaction except for Star Media Group and such
fee shall be paid one half by Buyer and one half by Seller at Closing, provided
that Buyer shall not be required to pay more than $265,000.

16.2. Fees. All Commission filing fees for the Assignment Application,
----
and all recording costs, transfer taxes, sales tax, document stamps and other
similar charges shall be paid one-half by Seller and one-half by Buyer. Except
as otherwise provided herein, all other expenses incurred in connection with
this Agreement or the Transaction shall be paid by the party incurring those
expenses whether or not the Transaction is consummated.

16.3. Notices. All notices, requests, demands and other communications
-------
pertaining to this Agreement shall be in writing and shall be deemed duly given
when (i) delivered personally (which shall include delivery by Federal Express
or other recognized overnight courier service that issues a receipt or other
confirmation of delivery) to the party for whom such communication is intended,
(ii) delivered by facsimile transmission or (iii) three business days after the
date mailed by certified mail, return receipt requested, postage prepaid,
addressed as follows:

If to Sinclair or Commonwealth:

Mr. Robert Sinclair
Sinclair Telecable, Inc.
500 Dominion Tower
999 Waterside Drive
Norfolk, Virginia 23510
Fax: (757) 640-8552

and

Mr. J. David Sinclair
6158 Yellow Birch Court
Plainfield, IN 46168
Fax: (317) 838-7225

with a copy (which shall not constitute notice) to:

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<PAGE>

Howard M. Weiss, Esq.
Fletcher Heald & Hildreth
1300 North 17th Street
11th Floor
Arlington, VA 22209
Fax: (703) 812-0486

If to Buyer:

Mr. Alfred C. Liggins, President
Radio One, Inc.
5900 Princess Garden Parkway
8/th/ Floor
Lanham, MD 20706
Fax: (301) 306-9694

with a copy (which shall not constitute notice) to:

Linda J. Eckard, Esquire
Radio One, Inc.
5900 Princess Garden Parkway
8/th/ Floor
Lanham, MD 20706
Fax: (301) 306-9638

and

Mr. Scott R. Royster
Executive Vice President
Radio One, Inc.
5900 Princess Garden Parkway
8thFloor
Lanham, MD 20706
Fax: (301) 306-9426

Either party may change its address for notices by written notice to the other
given pursuant to this Section. Any notice purportedly given by a means other
than as set forth in this Section shall be deemed ineffective.

16.4. Assignment. Neither party may assign this Agreement without the
----------
other party's express prior written consent, provided, however, Buyer may assign
-------- -------
its rights and obligations pursuant to this Agreement without Seller's consent
prior to closing to (i) an entity which is a

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<PAGE>

subsidiary or parent of Buyer or to an entity owned or controlled by Buyer or
its principals provided that, Buyer remains obligated to pay the Purchase Price,
or (ii) to Buyer's lenders as collateral for any indebtedness incurred by Buyer;
and subsequent to Closing to (x) any entity which acquires all or substantially
all of the Purchased Assets or (y) to Buyer's lenders as collateral for any
indebtedness incurred by Buyer. Subject to the foregoing, this Agreement shall
be binding on, inure to the benefit of, and be enforceable by the original
parties hereto and their respective successors and permitted assignees.

16.5. Exclusive Dealings. For so long as this Agreement remains in
------------------
effect, neither Seller nor any person acting on Seller's behalf shall, directly
or indirectly, solicit or initiate any offer from, or conduct any negotiations
with, any person or entity concerning the acquisition of all or any interest in
any of the Purchased Assets or the Stations, other than Buyer or Buyer's
permitted assignees.

16.6. Third Parties. Nothing in this Agreement, whether express or
-------------
implied, is intended to: (i) confer any rights or remedies on any person other
than Seller, Buyer and their respective successors and permitted assignees; (ii)
relieve or discharge the obligations or liability of any third party; or (iii)
give any third party any right of subrogation or action against either Seller or
Buyer.

16.7. Indulgences. Unless otherwise specifically agreed in writing to
-----------
the contrary: (i) the failure of either party at any time to require performance
by the other of any provision of this Agreement shall not affect such party's
right thereafter to enforce the same; (ii) no waiver by either party of any
default by the other shall be taken or held to be a waiver by such party of any
other preceding or subsequent default; and (iii) no extension of time granted by
either party for the performance of any obligation or act by the other party
shall be deemed to be an extension of time for the performance of any other
obligation or act hereunder.

16.8. Survival of Representations and Warranties. The
---------------------------------------------
representations, warranties, and indemnification obligations of the parties
contained herein shall survive for twelve (12) months after the Closing Date
except that claims properly asserted within the twelve (12) month period shall
survive until finally and fully resolved; provided, however, that Seller's
-------- -------
representations and warranties in Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.13 and
6.21 and Buyer's indemnification rights with respect thereto and with respect to
Section 13.1(a)(ii) shall survive the Closing until the end of the applicable
statute of limitations period.

16.9. Prior Negotiations. This Agreement supersedes in all respects all
------------------
prior and contemporaneous oral and written negotiations, understandings and
agreements between the parties with respect to the subject matter hereof. All
of such prior and contemporaneous negotiations, understandings and agreements
are merged herein and superseded hereby.

16.10. Exhibits and Schedules. The Exhibits and Schedules attached hereto
----------------------
or referred to herein are a material part of this Agreement, as if set forth in
full herein.

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<PAGE>

16.11. Entire Agreement; Amendment. This Agreement, the Exhibits and
---------------------------
Schedules to this Agreement set forth the entire understanding between the
parties in connection with the Transaction, and there are no terms, conditions,
warranties or representations other than those contained, referred to or
provided for herein and therein. Neither this Agreement nor any term or
provision hereof may be altered or amended in any manner except by an instrument
in writing signed by each of the parties hereto.

16.12. Counsel/Interpretation. Each party has been represented by its own
----------------------
counsel in connection with the negotiation and preparation of this Agreement.
This Agreement shall be fairly interpreted in accordance with its terms and, in
the event of any ambiguities, no inferences shall be drawn against either party.

16.13. Governing Law, Jurisdiction. This Agreement shall be governed by,
---------------------------
and construed and enforced in accordance with the laws of the Commonwealth of
Virginia without regard to the choice of law rules utilized in that
jurisdiction. Buyer and Seller each (a) hereby irrevocably submit to the
jurisdiction of the courts of that state and (b) hereby waive, and agree not to
assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment
or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced in or by such court.
Buyer and Seller each hereby consent to service of process by registered mail at
the address to which notices are to be given. Each of Buyer and Seller agrees
that its submission to jurisdiction and its consent to service of process by
mail is made for the express benefit of the other party hereto. Final judgment
against Buyer or Seller in any such action, suit or proceeding may be enforced
in other jurisdictions by suit, action or proceeding on the judgment, or in any
other manner provided by or pursuant to the laws of such other jurisdiction;
provided, however, that any party may at its option bring suit, or institute
- -------- -------
other judicial proceedings, in any state or federal court of the United States
or of any country or place where the other party or its assets, may be found.

16.14. Severability. If any term of this Agreement is illegal or
------------
unenforceable at law or in equity, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or
impaired thereby. Any illegal or unenforceable term shall be deemed to be void
and of no force and effect only to the minimum extent necessary to bring such
term within the provisions of applicable law and such term, as so modified, and
the balance of this Agreement shall then be fully enforceable.

16.15. Counterparts. This Agreement may be signed in any number of
------------
counterparts with the same effect as if the signature on each such counterpart
were on the same instrument. Each fully executed set of counterparts shall be
deemed to be an original, and all of the signed counterparts together shall be
deemed to be one and the same instrument.

16.16. Further Assurances. Seller shall at any time and from time to time
------------------
after the Closing execute and deliver to Buyer such further conveyances,
assignments and other written assurances as Buyer may reasonably request to vest
and confirm in Buyer (or its assignee) the

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<PAGE>

title and rights to and in all the Purchased Assets to be and intended to be
transferred, assigned and conveyed hereunder.

-39-
<PAGE>

IN WITNESS WHEREOF, and to evidence their assent to the foregoing, Seller
and Buyer have executed this Asset Purchase Agreement under seal as of the date
first written above.

SELLER:

SINCLAIR TELECABLE, INC.
d/b/a SINCLAIR COMMUNICATIONS

By: /S/ J. David Sinclair
----------------------------
J. David Sinclair
President

AND

COMMONWEALTH BROADCASTING, LLC

By: /S/ J. David Sinclair
----------------------------
J. David Sinclair
Member

BUYER:

RADIO ONE, INC.

By: /S/ Alfred C. Liggins
----------------------------
Alfred C. Liggins
President

-40-

<PAGE>

Exhibit 10.55

--------------------------------------------------------------------

EMPLOYMENT AGREEMENT

BETWEEN

RADIO ONE, INC.

AND

SCOTT R. ROYSTER

Dated effective as of January 1, 1999

--------------------------------------------------------------------
<PAGE>

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated effective as of
January 1, 1999, is made by and between Radio One, Inc., a Delaware corporation
(the "Company"), and Scott R. Royster (the "Executive").

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Company and Executive hereby agree as follows:

1. Definitions.
-----------

"Affiliate" shall mean any Person directly or indirectly controlling,
controlled by, or under common control with, the Company.

"Annual Base Salary" shall mean the annual base salary as described in
Section 5.1 hereof.

"Annual Incentive" shall have the meaning set forth in Section 5.2
hereof.

"Award" shall have the meaning set forth in Section 5.10 hereof.

"Award Date" shall have the meaning set forth in Section 5.10 hereof.

"Award Shares" shall have the meaning set forth in Section 5.10
hereof.

"Award Stock" shall mean (i) the Award Shares and (ii) all shares of
Common Stock issued with respect to the Award Shares by way of stock dividend or
stock split or in connection with any conversion, merger, consolidation or
recapitalization or other reorganization affecting the Common Stock.

"Board" shall mean the board of directors of the Company.

"Cause" shall mean (i) the commission by Executive of a felony, fraud,
embezzlement or an act of serious, criminal moral turpitude which, in case of
any of the foregoing, in the good faith judgment of the Board, is likely to
cause material harm to the business of the Company and the Company Affiliates,
taken as a whole, provided that in the absence of a conviction or plea of nolo
contendere, the Company will have the burden of proving the commission of such
act by clear and convincing evidence, (ii) the commission of an act by Executive
constituting material financial dishonesty against the Company or any Company
Affiliate, provided that in the absence of a conviction or plea of nolo
contendere, the Company will have the burden of proving the commission of such
act by a preponderance of the evidence, (iii) the repeated refusal by Executive
to use his reasonable and diligent efforts to follow the lawful and reasonable
directives
<PAGE>

(in light of the terms of this Agreement) of the Board with respect to a matter
or matters within the control of Executive, or (iv) Executive's willful gross
neglect in carrying out his material duties and responsibilities under this
Agreement, provided, that, unless the Board reasonably determines that a breach
described in clause (iii) or (iv) is not curable, Executive will, subject to the
following proviso, be given written notice of such breach and will be given an
opportunity to cure such breach to the reasonable satisfaction of the Board
within thirty (30) days of receipt of such written notice (subject to the
Executive's right to seek arbitration of the cure of such breach as provided in
Section 11 of this Agreement), and, provided further, that Executive will only
be entitled to cure two such defaults during the Term of Employment.

"Change of Control" shall be deemed to have occurred in the event of a
transaction or series of related transactions pursuant to which any Person or
group (as such term is defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended) of Persons, other than Catherine L. Hughes and Alfred
C. Liggins, III, (a) acquire, whether by merger, consolidation or transfer or
issuance of capital stock, capital stock of the Company (or any surviving or
resulting company) possessing the voting power to elect a majority of the Board
of the Company (or such surviving or resulting company) or (b) acquire all or
substantially all of the Company's assets determined on a consolidated basis.

"Commencement Date" shall have the meaning set forth in Section 3
hereof.

"Common Stock" shall mean all classes of the Company's Common Stock
and any capital stock of the Company distributed after the date of this
Agreement with respect to shares of Common Stock by way of dividend,
distribution, stock split, exchange, conversion, merger, consolidation,
reorganization or other recapitalization.

"Company Affiliate" shall mean any Subsidiary of the Company.

"Confidential Information" shall have the meaning set forth in Section
7 hereof.

"Date of Termination" shall mean the earlier of (a) the date of
termination, if any, specified in the Notice of Termination (which date shall
not be earlier than the date of receipt of such Notice of Termination) or (b)
the date on which Executive's employment under this Agreement actually
terminates.

"Disability" shall mean Executive's inability to render the services
required under this Agreement by reason of a physical or mental disability for
ninety (90) days, which need not be consecutive, during any twelve (12)
consecutive month period, and the effective date of such Disability shall be the
day next following such ninetieth (90/th/) day. A determination of Disability
will be made by a physician satisfactory to both Executive and the Company;
provided that if Executive and the Company cannot agree as to a physician, then
each will select a physician and such physicians shall together select a third
physician, whose determination as to Disability shall be completed within ten
(10) days of the date on which the disagreement between Executive and the
Company arose and the decision of such third physician will be final and binding
on Executive and

-2-
<PAGE>

the Company. Executive and the Company shall have the right to present to such
physician such information and arguments as each deems appropriate, including
the opinion of other physicians.

"Equity Financing" shall have the meaning set forth in Section 5.3
hereof.

"Equity Financing Bonus" shall have the meaning set forth in Section
5.3 hereof.

"Exercise Dates" shall have the meaning set forth in Section 5.11(b)
hereof.

"Fair Market Value" per share on any given date means the average for
the preceding ten (10) trading days of the closing prices of the sales of the
Common Stock on all securities exchanges on which such stock may at the time be
listed, or, if there have been no sales on any such exchange on any day, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day, or, if on any day such stock is not so listed, the average of
the representative bid and asked prices quoted on the Nasdaq Stock Market as of
4:00 P.M., New York time, or, if on any day such stock is not quoted on the
Nasdaq Stock Market, the average of the highest bid and lowest asked prices on
such day in the domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor organization. If at
any time the Common Stock is not listed or quoted, the Fair Market Value per
share shall be determined by the Board or a committee of the Board based on such
factors as the members thereof in the exercise of their business judgment
reasonably consider relevant.

"Good Reason" shall be deemed to exist if, without the express written
consent of Executive, (a) Executive's rate of Annual Base Salary (as provided in
Section 5.1 of this Agreement), including any increases, is reduced, (b)
Executive suffers a substantial reduction in his title, duties or
responsibilities, (c) the Company's headquarters shall be located outside the
geographic area described in Section 5.9 hereof, (d) the Company fails to pay
Executive's Annual Base Salary when due or to pay any other material amount due
to Executive hereunder within five (5) days of written notice from Executive,
(e) the Company materially breaches this Agreement (other than a breach
described in the preceding clause (d)) and fails to correct such breach within
thirty (30) days after receiving the Executive's demand that it remedy the
breach, or (f) the Company fails to obtain a satisfactory written agreement from
any successor to assume and agree to perform this Agreement, which successor the
Executive reasonably concludes is capable of performing the Company's financial
obligations under this Agreement.

"Noncompete Period" shall have the meaning set forth in Section 9(a)
hereof.

"Notice of Termination" shall have the meaning set forth in Section
6.5 hereof.

"Option" shall have the meaning set forth in Section 5.11 hereof.

"Option Agreement" shall have the meaning set forth in Section 5.11
hereof.
"Option Shares" shall have the meaning set forth in Section 5.11
hereof.

-3-
<PAGE>

"Person" shall mean any natural or legal person including any
individual, partnership, joint venture, corporation, association, joint stock
company, limited liability company, trust, unincorporated organization or
government or any department or agency or political subdivision thereof.

"Section 6.1 Severance Period" shall have the meaning set forth in
Section 6.1(a)(i) hereof.

"Section 6.2 Severance Period" shall have the meaning set forth in
Section 6.2(a)(i) hereof.

"Subsidiary" shall mean, with respect to any Person, a corporation of
which the securities having a majority of the voting power in electing directors
are, at the time of determination, owned by such Person, directly or through one
of more Subsidiaries.

"Term of Employment" shall have the meaning set forth in Section 3
hereof.

"Transfer" shall mean a sale, transfer, assignment, pledge,
hypothecation, mortgage or other disposition (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
of any interest in any shares of Award Stock.

"Withholding Amount" shall have the meaning set forth in Section
5.10(b) hereof.

"Work Product" shall have the meaning set forth in Section 8 hereof.

2. Employment. During the Term of Employment, subject to the terms and
----------
provisions set forth in this Agreement, the Company shall continue to employ
Executive as the Chief Financial Officer and Executive Vice President of the
Company, and Executive hereby accepts such employment.

3. Term of Employment. The term of employment under this Agreement shall
------------------
commence as of the date hereof (the "Commencement Date") and, unless earlier
terminated by the Company or Executive under Section 6 of this Agreement, shall
continue for a period of three years (the "Term of Employment").

4. Positions, Responsibilities and Duties.
--------------------------------------

4.1 Duties. During the Term of Employment, Executive, as Chief
------
Financial Officer and Executive Vice President of the Company, shall be
responsible, subject to the direction of the Board, for the financial affairs
and operations of the Company and for such other duties and functions of a
senior executive nature, commensurate with his title, responsibility and
remuneration as may be directed from time to time by the Board. Executive shall
report solely to the Chief Executive Officer and President.

-4-
<PAGE>

4.2 Attention to Duties and Responsibilities. During the Term of
----------------------------------------
Employment, Executive shall devote substantially all of his business time to the
business and affairs of the Company and shall use his best efforts, ability and
fidelity to perform faithfully and efficiently his duties and responsibilities.

5. Compensation and Other Awards.
-----------------------------

5.1 Annual Base Salary. During the Term of Employment, as
------------------
compensation for the services to be provided by Executive under this Agreement,
the Company shall pay Executive an annual base salary of Two Hundred Thousand
Dollars ($200,000), which shall be increased (but not decreased) at the
commencement of each calendar year by an amount which shall be no less than five
percent (5%) of such annual base salary in effect immediately prior to such
increase, or such greater amount as the Board in its sole discretion shall
decide. Such annual base salary shall be payable to Executive in equal
installments at least twice per month in accordance with the Company's regular
payroll practice.

5.2 Annual Incentive Compensation. The Board may, in its sole
-----------------------------
discretion, award an annual incentive cash payment (the "Annual Incentive") to
Executive during each or any year occurring during the Term of Employment based
upon Executive's performance and the Company's operating results during any such
year. The Annual Incentive, if any, shall be due and payable by the Company on
or before February 28 of the year immediately following the year for which such
Annual Incentive is awarded.

5.3 Equity Financing Bonus. Upon completion of the first equity
----------------------
financing by the Company following the Commencement Date in which the Company
receives at least Fifty Million Dollars ($50,000,000) in gross proceeds (the
"Equity Financing"), the Company shall pay to Executive a one-time cash bonus of
Sixty Thousand Dollars ($60,000) so long as Executive is employed by the Company
at the time of the completion of such Equity Financing (the "Equity Financing
Bonus"). The Equity Financing Bonus shall be due and payable by the Company
within thirty (30) days after the completion of such Equity Financing.

5.4 Retirement and Savings Plans. During the Term of Employment and
----------------------------
to the extent eligible, Executive shall participate in all pension, retirement,
savings and other employee benefit plans and programs, if any, generally
applicable to executives of the Company.

5.5 Welfare Benefit Plans and Perquisites. During the Term of
-------------------------------------
Employment and to the extent eligible, Executive, Executive's spouse, if any,
and Executive's eligible dependents, if any, shall participate in and be covered
by all welfare benefit plans and programs, if any, and shall be entitled to
receive such perquisites and fringe benefits, if any, generally applicable to
executives of the Company.

5.6 Expense Reimbursement. During the Term of Employment, Executive
---------------------
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by Executive in performing his duties and responsibilities hereunder in
accordance with the policies and procedures

-5-
<PAGE>

of the Company as in effect at the time the expense was incurred, as the same
may be changed prospectively from time to time.

5.7 Vacation Benefits. During the Term of Employment, Executive
-----------------
shall be entitled to three (3) weeks paid vacation annually at such times which
do not materially interfere with the operations of the Company. Any vacation
not used by Executive during any calendar year during the Term of Employment
shall accumulate to the extent permitted by and in accordance with the Company
policy then in effect.

5.8 Vehicle Allowance. During the Term of Employment, Executive
-----------------
shall be entitled to use of an automobile leased by the Company at a cost to
the Company, including the cost of any and all applicable insurance therefore,
not to exceed One Thousand Dollars ($1,000.00) per month. Upon expiration of
the Company's lease, Executive shall have the right to purchase such vehicle in
accordance with the terms of the Company's lease agreement for such vehicle.

5.9 Geographic Location. Executive's services hereunder shall be
-------------------
rendered primarily in (a) the Washington, D.C. metropolitan area, or (b) such
other location mutually agreed to by the Company and Executive.

5.10 Restricted Stock Award. The Company has awarded to Executive
----------------------
(the "Award") One and Five Hundred and Three One Thousandths (1.503) shares of
the Company's Class C Non-Voting Common Stock, par value $.01 per share (the
"Award Shares"). The Award was effective as of January 25, 1999 (the "Award
Date") and shall be subject to terms and conditions of this Section 5.10.

(a) The Company and Executive agree that as of the Award Date,
the value of the Award Stock was Two Hundred Twenty-Five Thousand Dollars
($225,000). The Company and Executive shall use reasonable efforts to take
accounting and tax positions consistent with such valuation. Executive has made
an election, in the form attached hereto as Exhibit A, to have the Award Shares
taxed under the provisions of (S)83(b) of the Internal Revenue Code.

(b) Executive shall be responsible for the payment of any
withholding tax requirement arising from the Award. The amount of withholding
tax required with respect to the Award (the "Withholding Amount") shall be
determined by the Treasurer or other appropriate officer of the Company, and
Executive shall furnish such information and make such representations as such
officer requires to make such determination. The Company shall notify Executive
of the Withholding Amount and Executive shall pay such Withholding Amount to the
Company, either in cash, by certified cashier's check, or by delivery to the
Company of a full recourse promissory note of the Executive in form and
substance acceptable to the Company. The Company shall remit the Withholding
Amount to the appropriate taxing authority or authorities.

(c) The Award Stock shall incrementally vest during the Term of
Employment pursuant to the following schedule: Twenty-five percent (25%) of the
Award Shares vested on January 25, 1999, and the remaining Award Shares shall
vest in equal portions on the last

-6-
<PAGE>

day of each calendar month beginning February 28, 1999, through and including
December 31, 2001.

(d) Upon a Change of Control, all of Executive's unvested Award
Stock shall immediately become fully vested.

(e) During the Term of Employment, and so long as the Company
has never had a class of equity security (other than a class of equity security
that is preferred as to the payment of dividends or upon liquidation of the
Company) registered under the Securities Act of 1933, as amended, Executive may
not Transfer any Award Stock, except that Executive may (i) pledge shares of
Award Stock to the Company, or (ii) if the Company so agrees, sell vested Award
Stock to the Company for its then-current Fair Market Value in accordance with
the provisions of Section 5.12(a) hereof. Any Transfer or attempted Transfer of
any Award Stock in violation of this Section 5.10(e) shall be null and void, and
the Company shall not record such Transfer on its books or treat any purported
transferee of such Award Stock as the owner of such securities for any purpose.

(f) Upon termination of Executive's employment hereunder, and so
long as the Company has never had a class of equity security (other than a class
of equity security that is preferred as to the payment of dividends or upon
liquidation of the Company) registered under the Securities Act of 1933, as
amended, the Company may, at its sole option and in accordance with the
provisions of Section 5.12(b) hereof, elect to purchase from Executive all but
not less than all of the vested Award Stock held by Executive for its then-
current Fair Market Value.

(g) Upon termination of Executive's employment hereunder, the
Company may repurchase from Executive any unvested Award Stock for the value of
such unvested Award Stock as set forth in the election under (S)83(b) of the
Internal Revenue Code referred to in Section 5.10(a) hereof.

(h) Executive hereby acknowledges that the Award Stock has not
been registered under the Securities Act of 1933, as amended, and accordingly,
such Award Stock may be subject to certain transfer restrictions (in addition to
the transfer restrictions on Award Stock set forth in Section 5.10(e) hereof).
The certificate(s) representing such Award Stock will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS, AND CERTAIN OTHER
AGREEMENTS SET FORTH IN AN EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND THE
SIGNATORY THERETO DATED AS OF JANUARY 1, 1999.

-7-
<PAGE>

A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

(i) Executive (i) agrees, if requested by the Company and the
managing underwriter(s) for the Company's initial public offering, not to sell
or otherwise transfer or dispose of any Award Stock or Option Shares held by him
for up to 180 days following the effective date of a registration statement
relating to such offering; and (ii) acknowledges that the Company may impose
stop transfer restrictions on any such Award Stock or Option Shares held by
Executive as a means of enforcing the provisions hereof regardless of whether
Executive executes a "lock-up" agreement reflecting the terms hereof; provided,
--------
however, that the foregoing provisions of this Section 5.10(i) shall only be
- -------
applicable to the extent that, with respect to such registration, (i) the
executive officers of the Company, (ii) all directors of the Company and (iii)
all holders of greater than 2% of the capital stock of the Company on a fully-
diluted basis enter into similar "lock-up" agreements of equal duration to that
imposed on Executive.

5.11 Stock Options. The Company shall grant to Executive options (the
-------------
"Options") to purchase Eighteen Thousand Six-Hundred Forty-Six (18,646) Shares
(subject to adjustment as provided in Section 3) (the "Option Shares") of the
Company's Class A Common Stock, par value $.001 per share, pursuant to an
Agreement Evidencing Grant of Stock Option of even date herewith (the "Option
Agreement"), a copy of which is attached hereto as Exhibit B. Except as set
forth in this Section 5.11, all terms and conditions of such option (and of such
Class A Common Stock to be issued upon the exercise of such option) shall be set
forth in the Option Agreement.

(a) The price payable by Executive for each Option Share shall
be as set forth in Section 2 of the Option Agreement.

(b) The Option to purchase Option Shares shall first become
exercisable in equal increments on and after thirty-two (32) dates ("Exercise
Dates") during the Term of Employment. The first such Exercise Date shall be on
May 31, 1999, and each subsequent Exercise Date shall be on the last day of each
calendar month thereafter, through and including December 31, 2001.

(d) Upon termination of Executive's employment hereunder, any
then unexercisable Option shall expire and be immediately forfeited. Executive's
right to exercise any exercisable Option following termination of his employment
shall also expire and be forfeited to the extent that such Options are not
exercised on or before the ninetieth (90/th/) day following such termination.

(e) All unexercised Options to acquire Option Shares shall
expire on the tenth anniversary of their respective dates of grant.

-8-
<PAGE>

(f) During the Term of Employment, and so long as the Company
has never had a class of equity security (other than a class of equity security
that is preferred as to the payment of dividends or upon liquidation of the
Company) registered under the Securities Act of 1933, as amended, Executive may
not Transfer any Options, whether or not exercised, or Option Shares except that
Executive may (i) pledge Option Shares to the Company, (ii) deliver Option
Shares to the Company or direct the Company to withhold Option Shares otherwise
issuable upon exercise of the Option in satisfaction of withholding tax
requirements as described in Section 6(b) of the Option Agreement, or (iii) if
the Company so agrees, sell Option Shares to the Company for the then-current
Fair Market Value of such Option Shares in accordance with the provisions of
Section 5.12(a) hereof. Any Transfer or attempted Transfer of any Option Shares
in violation of this Section 5.11(f) shall be null and void, and the Company
shall not record such Transfer on its books or treat any purported transferee of
such Option Shares as the owner of such securities for any purpose.

(g) Upon termination of Executive's employment hereunder, and so
long as the Company has never had a class of equity security (other than a class
of equity security that is preferred as to the payment of dividends or upon
liquidation of the Company) registered under the Securities Act of 1933, as
amended, the Company may, at its sole option and in accordance with the
provisions of Section 5.12(b) hereof, elect to purchase from Executive all but
not less than all of the Option Shares held by Executive, or thereafter acquired
by Executive in accordance with Section 5.11(d) hereof, for the then-current
Fair Market Value of such Option Shares.

(h) Executive hereby acknowledges that until such time as the
Option Shares have been registered under the Securities Act of 1933, as amended,
(which registration the Company will file promptly after its Common Stock first
becomes so registered) such Option Shares shall be subject to certain transfer
restrictions (in addition to the transfer restrictions on the Option Shares
forth in Section 5.11(f) hereof) and will bear the following legend:

The certificate(s) representing the Option Shares will also bear the following
legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO
RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS, AND CERTAIN OTHER
AGREEMENTS SET FORTH IN AN EMPLOYMENT AGREEMENT AND AN AGREEMENT EVIDENCING
GRANT OF A STOCK OPTION, BOTH BETWEEN THE COMPANY AND THE SIGNATORY THERETO
AND DATED AS OF JANUARY 1, 1999. A COPY OF

-9-
<PAGE>

SUCH AGREEMENTS MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

5.12 Purchase/Repurchase by Company of Award Stock/Options Shares
------------------------------------------------------------

(a) During Term of Employment. At any time during the Term of
-------------------------
Employment, Executive may submit a written proposal to the Company offering to
sell to the Company some or all of the vested Award Stock and/or Option Shares
held by Executive at the time of such offer. The Company may, at its sole
option, elect to purchase some or all of such vested Award Stock and/or Option
Shares for its then-current Fair Market Value. If the Company does not elect to
purchase some or all of such vested Award Stock and/or Option Shares, and so
long as the Company has never had a class of equity security (other than a class
of equity security that is preferred as to the payment of dividends or upon
liquidation of the Company) registered under the Securities Act of 1933, as
amended, the Company may, in it sole and absolute discretion, elect to waive the
transfer restrictions imposed by Section 5.10(e) and Section 5.11(f ) to permit
the Transfer of such vested Award Stock and/or Option Shares to a third party.

(b) Upon Termination of Executive's Employment. In accordance with
------------------------------------------
Section 5.10(f) and Section 5.11(g), upon termination of the Executive's
employment under this Agreement, and so long as the Company has never had a
class of equity security (other than a class of equity security that is
preferred as to the payment of dividends or upon liquidation of the Company)
registered under the Securities Act of 1933, as amended, the Company shall have
the right, but not the obligation, to purchase from Executive all or any portion
of the vested Award Stock and Option Shares held by Executive upon such
termination (and any Option Shares thereafter acquired by Executive in
accordance with Section 5.11(d) hereof) (the "Call Stock") for the Fair Market
Value of such Call Stock. The Company shall exercise the right to purchase such
Call Stock by written notice to the Executive within sixty (60) days of such
termination (the "Call Period"). Within thirty (30) days of such exercise, the
Company shall pay to Executive the purchase price for such Call Stock and the
Executive shall surrender such Call Stock to the Company. If the Company does
not provide notice of its intent to purchase the Call Stock during the Call
Period, upon expiration of such Call Period, the transfer restrictions of this
Section 5.12(b) shall expire.

6. Termination. Executive's employment hereunder may be terminated under
-----------
the following circumstances:

6.1 Termination Upon Expiration of Term of Employment or by Executive
-----------------------------------------------------------------
Upon Change of Control.
- ----------------------

(a) In the event of a termination by the Company of Executive's
employment under this Agreement upon expiration of the Term of Employment in
accordance with Section 3 hereof (except as provided in Section 6.2 hereof) or
pursuant to Section 6.1(b) hereof, the Term of Employment shall end and,
notwithstanding Section 5 hereof, Executive shall only be entitled to:

-10-
<PAGE>

(i) the continuation of the Annual Base Salary at the
rate then in effect (as provided in Section 5.1 of this Agreement) on the
Date of Termination for a period of six (6) months commencing on such Date
of Termination (the "Section 6.1 Severance Period").

(ii) any Annual Base Salary accrued to the Date of
Termination and any Annual Incentive relating to a prior year actually
awarded or, relating to any year, objectively determinable, but not yet
paid as of the Date of Termination;

(iii) reimbursement for all expenses (under Sections
5.6 and 5.8 of this Agreement) incurred as of the Date of Termination, but
not yet paid as of the Date of Termination;

(iv) to the extent applicable, and as so permitted by
applicable law, the continuation of Executive's welfare benefits (as
described in Section 5.5 of this Agreement) at the level in effect on the
Date of Termination during the Section 6.1 Severance Period or beyond as
the law requires, and any other compensation and benefits as may be
provided in accordance with the terms and provisions of applicable plans
and programs, if any, generally applicable executives of the Company or
specifically applicable to Executive;

(v) such rights as Executive may have under any other
written agreement between the Company and the Executive which is then
currently in effect.

(b) The amounts owed under Section 6.1(a)(i) shall be payable in
equal bi-weekly installments from the Date of Termination through the expiration
of the Section 6.1 Severance Period. The amounts owed under Section 6.1(a)(ii)
shall be paid within fifteen (15) days of the Date of Termination, and the
amounts owed under Section 6.1(a)(iii), unless otherwise expressly specified
herein, shall be paid in accordance with the policies and procedures of the
Company in effect at the time the applicable expenses were incurred. Any amounts
owed under Section 6.1(a)(iv) shall be payable in accordance with the terms of
the applicable plans and programs.

(c) At any time during the six (6) month period immediately
following a Change of Control, the Executive may, in his sole discretion and
upon thirty (30) days' prior written notice to the Board, terminate his
employment under this Agreement and receive the benefits provided under Section
6.1(a) hereof.

6.2 Termination by the Company Without Cause or Upon Change of Control or
---------------------------------------------------------------------
by Executive for Good Reason.
- -----------------------------

(a) In the event that the Company terminates Executive's
employment without Cause, or in accordance with Section 3 hereof at any time
during the six month period

-11-
<PAGE>

immediately following a Change of Control, or if the Executive terminates his
employment for Good Reason, Executive shall only be entitled to:

(i) the continuation of the Annual Base Salary at the rate
then in effect (as provided in Section 5.1 of this Agreement) on the Date
of Termination for a period of twelve (12) months commencing on such Date
of Termination (the "Section 6.2 Severance Period").

(iii) reimbursement for all expenses (under Sections 5.6 and
5.8 of this Agreement) incurred as of the Date of Termination, but not yet
paid as of the Date of Termination;

(iv) to the extent applicable, and as so permitted by
applicable law, the continuation of Executive's welfare benefits (as
described in Section 5.5 of this Agreement) at the level in effect on the
Date of Termination during the Section 6.2 Severance Period or beyond as
the law requires, and any other compensation and benefits as may be
provided in accordance with the terms and provisions of applicable plans
and programs, if any, generally applicable executives of the Company or
specifically applicable to Executive;

(v) such rights as Executive may have under any other
written agreement between the Company and the Executive which is currently
in effect.

(b) The amounts owed under Section 6.2(a)(i) shall be payable in
equal bi-weekly installments from the Date of Termination through the expiration
of the Section 6.2 Severance Period. The amounts owed under Section 6.2(a)(ii)
shall be paid within fifteen (15) days of the Date of Termination, and the
amounts owed under Section 6.2(a)(iii), unless otherwise expressly specified
herein, shall be paid in accordance with the policies and procedures of the
Company in effect at the time the applicable expenses were incurred. Any amounts
owed under Section 6.2(a)(iv) shall be payable in accordance with the terms of
the applicable plans and programs.

(c) Upon thirty (30) days' prior written notice to the Board,
Executive may terminate his employment under this Agreement for Good Reason and
such notification shall specify the act, or acts, on the basis of which
Executive has found Good Reason. The Board shall then be provided the
opportunity, within thirty (30) days of its receipt of such notification, to
meet with Executive to discuss such act or acts. If Executive does not rescind
his termination of employment at such meeting, Executive's employment by the
Company shall be terminated for Good Reason pursuant to this Section 6.2,
subject to the Company's right to seek arbitration of the existence of Good
Reason as provided in Section 11 of this Agreement, and the Executive shall
receive the

-12-
<PAGE>

benefits provided under Section 6.2(a) hereof. The Company agrees that the
Executive's continuation of his employment during the initial six-month period
following the occurrence of a Good Reason shall not constitute a waiver of his
rights to resign for Good Reason, which shall be preserved during such period.

6.3 Termination Due to Death or Disability, by the Company for Cause
----------------------------------------------------------------
or by Executive without Good Reason.
- -----------------------------------

(a) In the event of Executive's death, or a termination of
Executive's employment under this Agreement by either the Company or Executive
due to Disability, or the termination by the Company of Executive's employment
under this Agreement for Cause, or if Executive terminates his employment with
the Company without Good Reason, the Term of Employment shall end and,
notwithstanding Section 5 hereof, Executive, his estate or other legal
representative, as the case may be, shall only be entitled to:

(i) any Annual Base Salary accrued to the Date of
Termination and any Annual Incentive relating to a prior year actually
awarded or, relating to any year, objectively determinable, but not yet
paid as of the Date of Termination;

(ii) reimbursement for all expenses (under Sections 5.6 and
5.8 of this Agreement) incurred as of the Date of Termination, but not yet
paid as of the Date of Termination;

(iii) any other compensation and benefits as may be provided
in accordance with the terms and provisions of applicable plans and
programs, if any, generally applicable to executives of the Company or
specifically applicable to Executive;

(iv) such rights as Executive may have under any other
written agreement between the Company and the Executive which is currently
in effect.

(b) The amounts owed under Section 6.3(a)(i) shall be paid
within fifteen (15) days of the Date of Termination, and the amounts owed under
section 6.3(a)(ii), unless otherwise expressly specified herein, shall be paid
in accordance with the policies and procedures of the Company in effect at the
time the applicable expenses were incurred. Any amounts owed under section
6.3(a)(iii) shall be payable in accordance with the terms of the applicable
plans and programs.

(c) The Company may terminate the Executive for Cause. In each
case, the existence of Cause must be confirmed by the Board prior to any
termination therefor. In the event of such a confirmation, the Company shall
notify Executive that the Company intends to terminate Executive's employment
for Cause under this Section 6.3. Such notification shall specify the act, or
acts, on the basis of which the Board has so confirmed the existence of Cause.

-13-
<PAGE>

6.4 No Mitigation; No Offset. In the event of any termination of
------------------------
employment, Executive shall be under no obligation to seek other employment and
there shall be no offset against any amounts due Executive under this Agreement
on account of any remuneration attributable to any subsequent employment that
Executive may obtain. Any amounts due under this Section 6 are in the nature of
severance payments, or liquidated damages, or both, and are not in the nature of
a penalty.

6.5 Notice of Termination. Any termination of Executive's employment
---------------------
under Section 3 or this Section 6 shall be communicated by a notice of
termination (the "Notice of Termination") to the other party hereto given in
accordance with Section 13.3 of this Agreement. Such notice shall (a) indicate
the specific termination provision in this Agreement relied upon, (b) set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated, and (c)
if the termination date is other than the date of receipt of such notice,
specify the date on which Executive's employment is to be terminated (which date
shall not be earlier than the date on which such notice is actually received).

7. Confidential Information. Executive acknowledges that the
------------------------
confidential or proprietary information obtained by him while employed by the
Company concerning the business or affairs of the Company or any Affiliate of
the Company ("Confidential Information") is the property of the Company or such
Affiliate, as the case may be. For purposes of this Agreement, the term
"Confidential Information" does not include information that Executive can
demonstrate (a) was in Executive's possession prior to first being employed by
the Company, provided that such information is not known by Executive to be
subject to another confidentiality agreement with, or other obligation of
secrecy to, the Company or another party, (b) is generally available to the
public and became generally available to the public other than as a result of a
disclosure in violation of this Agreement, (c) became available to Executive on
a non-confidential basis from a third party, provided that such third party is
not known by Executive to be bound by a confidentiality agreement with, or other
obligation of secrecy to, the Company or another party or is otherwise
prohibited from providing such information to Executive by a contractual, legal
or fiduciary obligation or (d) Executive is required to disclose pursuant to
applicable law or regulation (as to which information, Executive will provide
the Company with prior notice of such requirement and, if practicable, an
opportunity to obtain an appropriate protective order). Executive agrees that he
will not during the Term of Employment and for the two-year period following the
Term of Employment, willfully disclose Confidential Information to any Person
(other than employees of the Company or any Subsidiary thereof or any other
Person expressly authorized by the Board to receive Confidential Information or
otherwise as required in the course of his duties during the Term of Employment)
or use for his own account any Confidential Information without the prior
written consent of the Board. Executive shall deliver to the Company at the
termination of the Term of Employment, or at any other time the Board may
request in writing, all memoranda, notes, plans, records, reports, computer
tapes and software and other documents and data (and copies thereof) containing
Confidential Information or Work Product which he may then possess or have under
his control. The Company shall, upon Executive's request, provide to Executive a
copy of such documents as

-14-
<PAGE>

may be reasonably necessary for Executive to exercise his rights under Section
11 hereof, or to defend himself in any third party or shareholder disputes, and
which shall otherwise remain subject to the provisions of this Section 7.

8. Work Product. Executive agrees that all inventions, innovations,
------------
improvements, developments, methods, designs, analyses, reports and all similar
or related information which relate to the Company's or its Subsidiaries' actual
business, research and development or existing products or services and which
are conceived, developed or made by Executive while employed with the Company
("Work Product") belong to the Company or such Subsidiary, provided that
Executive shall have a perpetual, non-exclusive, royalty-free license (without
the right to sub-license) to use any business modeling programs he creates so
long as such use would not violate the provisions of Section 9 hereof. Upon the
written request of the Board, Executive will promptly disclose such Work Product
to the Board and perform all actions reasonably requested by the Board (whether
during or after the Term of Employment) to establish and confirm such ownership.

9. Noncompete, Non-Solicitation.
----------------------------

(a) Executive acknowledges that in the course of his employment
with the Company he will become familiar with the trade secrets and other
confidential information of the Company and the Subsidiaries of the Company and
that his services will be of special, unique and extraordinary value to the
Company. Therefore, Executive agrees that, during the Term of Employment and for
an additional period (the "Noncompete Period") equal to (i) in the event that
Executive's employment is terminated pursuant to Section 6.1 hereof, for a
period of six (6) months thereafter or (ii) in the event that Executive's
employment terminated pursuant to Section 6.3 hereof, for a period of one (1)
year thereafter, he shall not directly or indirectly own, manage, control,
participate in, consult with, or render services for any "Competing Business"
(as defined below) in any "Competing Market" (as defined below). For purposes of
this section, a "Competing Business" is one in which the predominant activities
of the business are classified under the same principal Standard Industrial
Classification category (using the categories as in effect on April 1, 1999) as
any of the "Material Lines" (as defined below) of the Company and the Company
Affiliates. A division or subsidiary of a diversified business will be treated
as a Competing Business only if (i) the diversified business falls within the
preceding sentence and (ii) either (I) Executive directly provides services to
that division or subsidiary as his primary employment within the diversified
business or (II) that division or subsidiary would be a Material Line on a
consolidated basis as defined below for the potentially competing diversified
business. A "Competing Market" is a geographic market (as defined by The
Arbitron Company) in which the Company or any Company Affiliate has, on or
before the Date of Termination, with respect to one or more Material Lines, (i)
commenced material operations or (ii) determined before such date to commence
such material operations and committed substantial resources to either
determining the feasibility of such commencement or actually commencing such
operations. A geographic market in which the Company or any Company Affiliate
operates a Material Line will only be treated as a Competing Market for the
Material Line in that market, and not for other Material Lines or other
operations of the Company and its Company Affiliates. A "Material Line" is a
division, subsidiary, or business line from which

-15-
<PAGE>

the Company and its Company Affiliates derived at least 25% of audited
consolidated gross revenues for the Company's fiscal year ended before the Date
of Termination. The Company agrees that entities primarily engaged in conducting
business or providing services or goods through the Internet (whether wireline
or wireless) including the Internet transmission of music, are expressly
excluded from the intended scope of this provision and thus not Competing
Businesses. Nothing herein shall prohibit Executive from being a passive owner
of not more than 4.9% of the outstanding stock of any class of a corporation
which is publicly traded, so long as Executive has no active participation in
the business of such corporation.

(b) During the Noncompete Period, Executive shall not directly
or indirectly through another Person (i) induce or attempt to induce any
employee of the Company or any Subsidiary of the Company to leave the employ of
such Person, (ii) hire any individual who was an executive of the Company or its
Subsidiaries, a station or regional manager of the Company or its Subsidiaries
or a radio personality employed by the Company or its Subsidiaries at any time
during the Term of Employment (other than individuals who have not been employed
by the Company or a Subsidiary of the Company for a period of at least six
months prior to employment by Executive directly or indirectly through another
Person), or (iii) induce or attempt to induce any customer, supplier, licensee
or other Person having a business relationship with the Company or any
Subsidiary of the Company to cease doing business with the Company or such
Subsidiary of the Company, or interfere materially with the relationship between
any such customer, supplier, licensee or other Person having a business
relationship with the Company or any Subsidiary of the Company.

(c) If, at the time of enforcement of this Section 9, a court
shall hold that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum period,
scope and area permitted by law.

10. Non-Exclusivity of Rights. Nothing in this Agreement shall limit or
-------------------------
otherwise prejudice such rights as Executive may have under any future
agreements with the Company.

11. Resolution of Disputes. Any disputes arising under or in connection
----------------------
with this Agreement shall be resolved by arbitration, to be held in Baltimore,
Maryland, in accordance with the Commercial Arbitration Rules and procedures of
the American Arbitration Association. Such arbitration shall be before a single
arbitrator who shall be a retired federal or Maryland State judge acceptable to
the Company and Executive. In the event that Executive and the Company cannot
agree upon an arbitrator within thirty (30) days of a notice demanding such
agreement from one to the other, the arbitrator shall be chosen by the American
Arbitration Association in accordance with its Commercial Arbitration Rules. The
decision of the arbitrator shall be final, conclusive and binding upon the
Company and Executive. All costs, fees and expenses, including attorney fees, of
any arbitration in connection with this Agreement, which results in any final
decision of the arbitrator requiring the Company to make a payment to Executive
beyond what was offered to

-16-
<PAGE>

Executive by the Company, shall be borne by, and be the obligation of, the
Company. In no event shall Executive be required to reimburse the Company for
any of the costs and expenses incurred by the Company relating to any
arbitration. If Executive has had an opportunity to be heard by the Board and
the Board has made a good faith determination to terminate Executive hereunder,
the Company may suspend payments to Executive of his Annual Base Salary;
provided that in the event that an arbitrator finds in favor of Executive, the
Company shall pay such suspended Annual Base Salary payments to Executive,
together with interest thereon at the greater of 8% or prime plus 3% per annum
from the date such payments were due to the date actually paid. The obligation
of the Company and Executive under this Section 11 shall survive the termination
for any reason of the Term of Employment (whether such termination is by the
Company, by Executive, or upon the expiration of the Term of Employment).

12. Successors.
----------

12.1 Executive. This Agreement is personal to Executive and, without
---------
the prior express written consent of the Company, shall not be assignable by
Executive, except that Executive's rights to receive any compensation or
benefits under this Agreement may be transferred or assigned pursuant to
testamentary disposition, intestate succession or pursuant to a qualified
domestic relations order. This Agreement shall inure to the benefit of and be
enforceable by Executive's heirs, beneficiaries and/or legal representatives.

12.2 The Company. This Agreement shall inure to the benefit of and be
-----------
binding upon the Company and its successors and assigns, provided that the
Company may only transfer or assign this Agreement with the Executive's prior
written consent.

13. Miscellaneous.
-------------

13.1 Applicable Law. The corporate law of the State of Delaware will
--------------
govern all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement shall be governed by and construed in
accordance with the internal laws of the State of Maryland.

13.2 Amendments/Waiver. This Agreement may not be amended or modified
-----------------
other than by a written agreement executed by the parties hereto or their
respective successors and legal representatives. No waiver by any party to this
Agreement of any breach of any term, provision or condition of this Agreement by
the other party shall be deemed a waiver of a similar or dissimilar term,
provision or condition at the same time, or any prior or subsequent time.

13.3 Notices. All notices, waivers and other communications hereunder
-------
shall be in writing and shall be given by hand-delivery to the other party, by
facsimile (with appropriate confirmation of transmission), by reputable
overnight courier, or by registered or certified mail, return receipt requested,
postage prepaid, and shall be deemed delivered when actually delivered by

-17-
<PAGE>

hand, upon receipt of confirmation of facsimile transmission, three days after
mailing, or one day after dispatch by overnight courier, addressed as follows:

If to Executive:

Mr. Scott R. Royster
1519 Kingman Place, N.W.
Washington, D.C. 20005

If to the Company:

Radio One, Inc.
5900 Princess Garden Parkway, 7/th/ Floor
Lanham, MD 20706
Attention: Alfred C. Liggins, III
Facsimile: 301-306-9694

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.

13.4 Withholding. Notwithstanding anything else to the contrary
-----------
herein, the Company may withhold from any amounts payable under this Agreement
such taxes as shall be required to be withheld pursuant to any applicable law or
regulation. Where amounts are payable to Executive pursuant to this Agreement
both in cash and in a form other than cash, the Company may, at its option and
upon prior notice to Executive, withhold from such cash payments, or withhold
from such payments in a form other than cash, or withhold from both.

13.5 Severability. If any provision of this Agreement is held to be
------------
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby: (a) such provision will be fully
severable; (b) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof; (c) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom; and (d) in lieu of such illegal, invalid or
unenforceable provision, there will be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as shall be agreed upon by the
Company and Executive.

13.6 Captions. The captions of this Agreement are not part of
--------
the provisions hereof and shall have no force or effect.

13.7 Entire Agreement. This Agreement contains the entire agreement
----------------
between the parties concerning the subject matter hereof and supersedes all
prior agreements, understandings,

-18-
<PAGE>

discussions, negotiations and undertakings, whether written or oral, between the
parties with respect thereto.

13.8 Counterparts. This Agreement may be executed in separate
------------
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

13.9 Representation. Executive represents and warrants that the
--------------
performance of Executive's duties and obligations under this Agreement will not
violate any agreement between Executive and any other Person.

13.10 Survivorship. The respective rights and obligations of the
------------
parties under this Agreement shall survive any termination of this Agreement or
Executive's employment hereunder for any reason to the extent necessary to the
intended preservation of such rights and obligations.

[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]

-19-
<PAGE>

IN WITNESS WHEREOF, Executive has hereunto set his hand, and the
Company has caused this Agreement to be executed in its name and on its behalf
by its authorized representative, all as of the day and year first above
written.

RADIO ONE, INC.,
a Delaware corporation

By: /s/ Alfred C. Liggins, III
--------------------------------------------
Name: Alfred C. Liggins, III
Title: Chief Executive Officer and President

EXECUTIVE:

/s/ Scott R. Royster
-----------------------------------------------
Name: Scott R. Royster

-20-

<PAGE>

Exhibit 23.1

Consent of the Independent Public Accountants

As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
registration statement.

/s/ Arthur Andersen L.L.P.

October 25, 1999

<PAGE>

Exhibit 23.2

Consent of Independent Accountants

We consent to the inclusion in this registration statement on Form S-1 of our
report dated March 25, 1998 on our audit of the financial statements of ALLUR-
DETROIT, INC. We also consent to the reference to our firm under the caption
"Experts".

By: /s/ Mitchell & Titus, L.L.P.

Mitchell & Titus, L.L.P.
Washington, DC
October 25, 1999

<PAGE>

<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated financial statements of the Company for the three years in the
period ended December 31, 1998, and for the six months ended June 30, 1998 and
1999, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>

<S> <C> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1997 DEC-31-1998 JUN-30-1998 JUN-30-1999
<PERIOD-START> JAN-01-1996 JAN-01-1997 JAN-01-1998 JAN-01-1998 JAN-01-1999
<PERIOD-END> DEC-31-1996 DEC-31-1997 DEC-31-1998 JUN-30-1998 JUN-30-1999
<CASH> 0 8,500,000 4,455,000 0 5,018,000
<SECURITIES> 0 0 0 0 0
<RECEIVABLES> 0 9,626,000 13,269,000 0 18,856,000
<ALLOWANCES> 0 (904,000) (1,243,000) 0 (1,977,000)
<INVENTORY> 0 0 0 0 0
<CURRENT-ASSETS> 0 17,537,000 17,641,000 0 23,489,000
<PP&E> 0 7,819,000 11,306,000 0 20,943,000

<DEPRECIATION> 0 (3,387,000) (4,589,000) 0 (5,594,000)
<TOTAL-ASSETS> 0 79,225,000 153,856,000 0 243,776,000
<CURRENT-LIABILITIES> 0 3,287,000 5,041,000 0 9,405,000
<BONDS> 0 74,954,000 131,739,000 0 96,498,000
0 22,968,000 0 0 0
0 0 26,684,000 0 0
<COMMON> 0 0 5,000 0 18,000
<OTHER-SE> 0 (21,984,000) (24,864,000) 0 122,912,000
<TOTAL-LIABILITY-AND-EQUITY> 0 79,225,000 153,856,000 0 243,776,000
<SALES> 27,027,000 36,955,000 52,696,000 22,328,000 37,473,000
<TOTAL-REVENUES> 27,027,000 36,955,000 52,696,000 22,328,000 37,473,000
<CGS> (3,325,000) (4,588,000) (6,587,000) (2,800,000) (4,619,000)
<TOTAL-COSTS> (3,325,000) (4,588,000) (6,587,000) (2,800,000) (4,619,000)
<OTHER-EXPENSES> 19,982,000 26,831,000 35,746,000 15,461,000 28,711,000
<LOSS-PROVISION> 1,105,000 894,000 1,942,000 728,000 1,183,000
<INTEREST-EXPENSE> 7,252,000 8,910,000 11,455,000 4,925,000 7,489,000
<INCOME-PRETAX> (3,609,000) (2,959,000) (734,000) (572,000) (3,205,000)
<INCOME-TAX> 0 0 (1,575,000) 0 476,000
<INCOME-CONTINUING> (3,609,000) (2,959,000) 841,000 (572,000) (3,681,000)
<DISCONTINUED> 0 0 0 0 0
<EXTRAORDINARY> 0 (1,985,000) 0 0 0
<CHANGES> 0 0 0 0 0
<NET-INCOME> (3,609,000) (4,944,000) 841,000 (572,000) (3,681,000)
<EPS-BASIC> (0.38) (0.53) (0.31) (0.25) (0.40)
<EPS-DILUTED> (0.38) (0.74) (0.31) (0.25) (0.40)

</TABLE>