WESTWOOD ONE INC /DE/, DEFM14A, 1994-01-11

WESTWOOD ONE INC /DE/
DEFM14A, 1994-01-11
AMUSEMENT & RECREATION SERVICES

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

SCHEDULE 14A
PROXY STATEMENT
(PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------

WESTWOOD ONE, INC.
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

CHECK THE APPROPRIATE BOX:

[ ] PRELIMINARY PROXY STATEMENT

[X] DEFINITIVE PROXY STATEMENT

[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO SECTION SEC. 249.14A-11(C) OR
SEC. 140.14A-12

WESTWOOD ONE, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MR. BRUCE E. KANTER
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
WESTWOOD ONE, INC.
9540 WASHINGTON BOULEVARD
CULVER CITY, CALIFORNIA 90232

WITH COPIES TO:
GERALD E. BOLTZ, ESQ.
BRYAN CAVE
120 BROADWAY, SUITE 500
SANTA MONICA, CALIFORNIA 90401
(NAME OF PERSON(S) FILING PROXY STATEMENT)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[X] Fee computed per Exchange Act Rules 14a-6(i)(4) and 0-11.

1. Title of each class of securities to which transaction applies:
Common stock of Unistar Radio Networks, Inc.

2. Aggregate number of securities to which transaction applies: 1,000
shares of common stock of Unistar Radio Networks, Inc.

3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: proposed cash payment of
$16,589,235 for acquisition of the common stock of Unistar Radio
Networks, Inc.

4. Proposed maximum aggregate value of transaction: $16,589,235

[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1. Amount Previously Paid: $16,589,235

2. Form, Schedule or Registration No.: Schedule 14A

3. Filing Party: Westwood One, Inc.

4. Date Filed: November 23, 1993

CALCULATION OF FEE

<TABLE>
<S> <C> <C> <C>
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TITLE OF EACH CLASS OF FEE REQUIRED BY AMOUNT OF
SECURITIES TO WHICH EXCHANGE ACT REGISTRATION
TRANSACTION APPLIES CASH PAYMENT RULE 0-11 FEE
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Common Stock $16,589,235 1/50th of 1% of $3,318
the Cash Payment
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</TABLE>
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[LOGO]

Dear Shareholders:

You are cordially invited to attend a Special Meeting of the Shareholders
of Westwood One, Inc. which will be held on January 28, 1994, at 10:00 a.m.,
Pacific Time, in the Marquis Room of the Westwood Marquis Hotel at 930 Hilgard
Avenue, Los Angeles, California. The Board of Directors and I look forward to
greeting you at the Special Meeting.

At the Special Meeting, the Shareholders will consider and vote upon a
proposal to approve the acquisition by the Company of Unistar Radio Networks,
Inc. (the "Acquisition") for $16,589,235, and the assumption of $84,710,765 of
Unistar's indebtedness to be repaid by the Company at the closing, along with
the following additional matters in connection with the Acquisition: (i) the
sale by the Company to a wholly-owned subsidiary of Infinity Broadcasting
Corporation of 5,000,000 shares of the Company's Common Stock and a warrant to
purchase up to an additional 3,000,000 shares of Common Stock at an exercise
price of $3.00 per share, for a total purchase price of $15,000,000, (ii) a
Management Agreement to be entered into between the Company and Infinity whereby
Infinity will manage the business and operations of the Company, and (iii) a
Voting Agreement which will provide for the reconstitution of the Board of
Directors into a nine-member Board and will provide for the voting of my shares
of the Company's Common Stock and Class B Stock and the shares of Common Stock
held by the Infinity subsidiary. Complete details of the proposal are included
in the accompanying Proxy Statement.

After careful consideration, the Board of Directors believes that the
Acquisition and the transactions to be entered into in connection with the
Acquisition are fair to and in the best interests of the Company and its
Shareholders. THE BOARD OF DIRECTORS HAS APPROVED THE ACQUISITION AND THE
TRANSACTIONS TO BE ENTERED INTO IN CONNECTION WITH THE ACQUISITION AND STRONGLY
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL.

Donaldson, Lufkin & Jenrette Securities Corporation, one of the Company's
financial advisors, has rendered an opinion to the Board of Directors to the
effect that, as of the date of its opinion, the consideration to be paid by the
Company in connection with the Acquisition is fair to the Company from a
financial point of view. The opinion is attached as Appendix C to the Proxy
Statement.

IT IS IMPORTANT THAT YOU MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD IN THE PROVIDED POSTAGE-PAID ENVELOPE IF YOU DO NOT INTEND TO BE PRESENT AT
THE MEETING. IF YOU DO LATER DECIDE TO ATTEND, YOUR PROXY WILL AUTOMATICALLY BE
REVOKED IF YOU VOTE IN PERSON. ACCORDINGLY, YOU ARE URGED TO MARK, SIGN, DATE
AND RETURN THE PROXY CARD NOW IN ORDER TO ENSURE THAT YOUR SHARES ARE
REPRESENTED AT THE MEETING.

We appreciate your continued support of the Company and look forward to
seeing you at the Special Meeting.

Sincerely,

WESTWOOD ONE, INC.

Norman J. Pattiz
Chairman of the Board and
Chief Executive Officer
January 7, 1994
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WESTWOOD ONE, INC.
9540 WASHINGTON BOULEVARD
CULVER CITY, CALIFORNIA 90232
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON
JANUARY 28, 1994
------------------------

To Our Shareholders:

A Special Meeting of the Shareholders of Westwood One, Inc. (the "Company")
will be held in the Marquis Room of the Westwood Marquis Hotel, 930 Hilgard
Avenue, Los Angeles, California 90024 on January 28, 1994 at 10:00 a.m., Pacific
Time, for the following purposes:

(1) To consider and vote upon a proposal to approve and authorize the
acquisition by the Company of all the issued and outstanding capital stock
of Unistar Radio Networks, Inc. for $16,589,235, and the assumption of
indebtedness in the amount of $84,710,765, to be repaid by the Company at
the closing, as well as the following matters in connection with such
acquisition:

(a) The issuance and sale by the Company to Infinity Network Inc.
("INI"), a wholly-owned subsidiary of Infinity Broadcasting Corporation
("Infinity"), of 5,000,000 shares of the Company's Common Stock, and a
warrant to purchase up to an additional 3,000,000 shares of Common Stock
at an exercise price of $3.00 per share, for an aggregate purchase price
of $15,000,000;

(b) A management agreement to be entered into between the Company
and Infinity pursuant to which Infinity will manage the business and
operations of the Company for an annual base management fee of
$2,000,000 (adjusted for inflation), an annual cash bonus payable in the
event certain cash flow targets are achieved and warrants to purchase up
to 1,500,000 shares of Common Stock exercisable at purchase prices
ranging from $3.00 to $5.00 if the Common Stock trades above certain
target price levels for a specified period of time; and

(c) A voting agreement to be entered into among the Company, Norman
J. Pattiz and INI pursuant to which the Board of Directors will be
reconstituted at the closing into a nine-member board.

(2) To consider and act upon such other business as may properly come
before the meeting.

Shareholders of record at the close of business on December 20, 1993, will
be entitled to notice of and to vote at the Special Meeting, and a list of such
shareholders will be available for examination during ordinary business hours at
least ten days prior to the Special Meeting by any shareholder for any purpose
germane to the Special Meeting at City National Bank, Corporate Trust
Department, 120 South Spalding Drive, Beverly Hills, California 90212 (telephone
(310) 550-5821).

Whether or not you intend to be present at the meeting, please date, sign
and mail the enclosed proxy in the provided postage-paid envelope as promptly as
possible. You are cordially invited to attend the Special Meeting and your proxy
will be revoked if you are present and prefer to vote in person.

By order of the Board of Directors

Bruce E. Kanter
Secretary
January 7, 1994
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WESTWOOD ONE, INC.
9540 WASHINGTON BOULEVARD
CULVER CITY, CALIFORNIA 90232

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PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
JANUARY 28, 1994

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

This Proxy Statement is furnished in connection with the solicitation of
proxies by the management of Westwood One, Inc., a Delaware corporation (the
"Company" or "Westwood One"), for use at the Special Meeting of Shareholders of
the Company to be held on January 28, 1994 at 10:00 a.m., Pacific Time, in the
Marquis Room of the Westwood Marquis Hotel, 930 Hilgard Avenue, Los Angeles,
California, 90024, and any adjournments thereof, for the purposes set forth
herein and in the accompanying Notice of Special Meeting of Shareholders (the
"Special Meeting"). This Proxy Statement (with the accompanying form of proxy)
was first mailed to shareholders on or about January 11, 1994.

At the Special Meeting, shareholders will consider and vote upon a proposal
to approve and authorize the acquisition by the Company of all the issued and
outstanding capital stock of Unistar Radio Networks, Inc. (the "Acquisition")
for $16,589,235, and the assumption of indebtedness in the amount of $84,710,765
(to be repaid by the Company at the closing of the Acquisition (the "Closing"))
pursuant to the Stock Purchase Agreement dated as of November 4, 1993 (the
"Acquisition Agreement") among Unistar Communications Group, Inc. ("UCGI"),
Unistar Radio Networks, Inc. ("Unistar"), Infinity Broadcasting Corporation
("Infinity") and the Company, as well as the transactions to be entered into in
connection with the Acquisition pursuant to (i) the Securities Purchase
Agreement dated as of November 4, 1993 (the "Securities Purchase Agreement")
between the Company and Infinity Network Inc., a wholly owned subsidiary of
Infinity ("INI"), (ii) the Management Agreement to be entered into between the
Company and Infinity (the "Management Agreement") at the Closing, and (iii) the
Voting Agreement to be entered into among the Company, INI and Norman J. Pattiz
(the "Voting Agreement") at the Closing, all as more fully described in this
Proxy Statement and collectively referred to herein as the "Proposed
Transaction."

A vote in favor of the Proposed Transaction will constitute a vote in favor
of the Acquisition and each of the transactions to be entered into in connection
therewith, none of which will be consummated unless the Proposed Transaction is
approved at the Special Meeting.

The date of this Proxy Statement is January 7, 1994.

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AVAILABLE INFORMATION

The Company and Infinity are subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company or Infinity can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at 7 World Trade Center, Suite 1300, New York, New
York, 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also be obtained from the
public reference section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.

Unistar is not subject to the informational requirements of the Exchange
Act.
<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
SUMMARY............................................................................... 1
Date, Time and Place of the Special Meeting........................................... 1
Record Date........................................................................... 1
Purpose of the Special Meeting........................................................ 1
The Proposed Transaction.............................................................. 1
Parties to the Proposed Transaction................................................... 2
Recommendation of the Board of Directors and Reasons for the Proposed Transaction..... 2
Opinion of Financial Advisor.......................................................... 3
Vote Required for Approval............................................................ 3
Summary Pro Forma Financial Information............................................... 4
Comparative Per Share Data............................................................ 4
SPECIAL CONSIDERATIONS................................................................ 5
Highly Leveraged Transaction.......................................................... 5
Prior Unistar Financial Performance................................................... 5
Risks Associated with Termination of Management Agreement by the Company.............. 5
Risks Associated with New Management.................................................. 5
Existing Employment Agreements........................................................ 6
Voting Agreement...................................................................... 7
Compensation of Financial Advisor..................................................... 7
Shares Eligible for Future Sale....................................................... 7
Limited Due Diligence................................................................. 7
THE SPECIAL MEETING................................................................... 7
General............................................................................... 7
Matters to be Considered at the Special Meeting....................................... 8
Votes Required for Approval; Record Date; Voting at the Meeting....................... 8
Solicitation.......................................................................... 8
Independent Accountants............................................................... 9
THE PROPOSED TRANSACTION.............................................................. 9
Acquisition of Unistar................................................................ 9
Management of the Company by Infinity................................................. 9
Issuance and Sale of Westwood One Shares, the Warrant and the Incentive Warrants...... 9
Reconstitution of the Board of Directors.............................................. 11
Financing Arrangements................................................................ 13
Recommendation of the Board of Directors and Reasons for the Proposed Transaction..... 14
Opinion of Financial Advisor.......................................................... 17
Federal Income Tax Consequences....................................................... 20
Accounting Treatment.................................................................. 21
Regulatory Matters.................................................................... 21
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS........................... 22
Unaudited Pro Forma Combined Condensed Balance Sheet.................................. 23
</TABLE>

<TABLE>
<S> <C>
Unaudited Pro Forma Combined Condensed Statement of Operations........................ 24
Notes to Unaudited Pro Forma Combined Condensed Financial Statements.................. 26
ACQUISITION AGREEMENT................................................................. 30
Terms of the Agreement................................................................ 30
Representations and Warranties........................................................ 30
Certain Covenants..................................................................... 31
</TABLE>

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TABLE OF CONTENTS (CONTINUED)

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Conditions............................................................................ 32
Indemnification....................................................................... 32
Termination........................................................................... 33
Expenses.............................................................................. 33
MANAGEMENT AGREEMENT.................................................................. 34
Terms of the Agreement................................................................ 34
Compensation of Manager............................................................... 34
Indemnification....................................................................... 35
Termination........................................................................... 35
Noncompetition and Right of First Refusal............................................. 36
Arm's Length Transactions............................................................. 36
SECURITIES PURCHASE AGREEMENT......................................................... 37
Terms of the Agreement................................................................ 37
Description of Warrant................................................................ 37
Representations and Warranties........................................................ 38
Certain Covenants..................................................................... 39
Conditions............................................................................ 39
Restrictions on Transfer.............................................................. 40
Indemnification....................................................................... 40
RELATED AGREEMENTS.................................................................... 40
Voting Agreement...................................................................... 41
Registration Rights Agreement......................................................... 42
INFORMATION REGARDING WESTWOOD ONE.................................................... 43
Business.............................................................................. 43
Properties............................................................................ 47
Legal Proceedings..................................................................... 47
Principal Shareholders................................................................ 47
Market Price of Common Stock and Related Shareholder Matters.......................... 50
Selected Consolidated Financial Data.................................................. 50
Quarterly Results of Operations (unaudited)........................................... 52
Management's Discussion and Analysis of Financial Condition and Results of
Operations.......................................................................... 53
Results of Operations............................................................ 53
Liquidity and Capital Resources.................................................. 57
INFORMATION REGARDING UNISTAR......................................................... 59
Business.............................................................................. 59
Properties............................................................................ 59
Legal Proceedings..................................................................... 59
Shareholders, Dividends............................................................... 59
Selected Consolidated Financial Data.................................................. 60
Management's Discussion and Analysis of Financial Condition and Results of
Operations.......................................................................... 60
INFORMATION REGARDING INFINITY........................................................ 64
Business.............................................................................. 64
Management............................................................................ 65
Selected Consolidated Financial Data.................................................. 65
OTHER TRANSACTIONS BETWEEN THE PARTIES................................................ 67
The Company and Infinity.............................................................. 67
</TABLE>

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TABLE OF CONTENTS (CONTINUED)

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Unistar and Infinity.................................................................. 67
Glossary of Significant Terms......................................................... G-1
FINANCIAL STATEMENTS OF WESTWOOD ONE.................................................. F-1
FINANCIAL STATEMENTS OF UNISTAR....................................................... F-18
</TABLE>

<TABLE>
<S> <C>
Appendix A Stock Purchase Agreement
Exhibit A Management Agreement
Exhibit A Incentive Warrants
Exhibit B Voting Agreement
Exhibit C Registration Rights Agreement
Appendix B Securities Purchase Agreement
Exhibit A The Warrant
Appendix C Opinion of Financial Advisor
</TABLE>

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SUMMARY

The following summary is not intended to be complete and is qualified in
its entirety by reference to more detailed information contained elsewhere in
this Proxy Statement and the Appendices hereto. Shareholders are urged to read
this Proxy Statement and the Appendices hereto in their entirety.

DATE, TIME AND PLACE OF THE SPECIAL MEETING

The Special Meeting will be held on January 28, 1994 at 10:00 a.m., Pacific
Time, in the Marquis Room of the Westwood Marquis Hotel, 930 Hilgard Avenue, Los
Angeles, California, 90024 (the "Special Meeting").

RECORD DATE

Holders of record of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), and the Company's Class B Stock, par value $.01 per share
(the "Class B Stock"), at the close of business on December 20, 1993 are
entitled to vote at the Special Meeting. At December 20, there were 19,415,708
shares of Common Stock outstanding and 351,733 shares of Class B Stock
outstanding. See, "THE SPECIAL MEETING."

PURPOSE OF THE SPECIAL MEETING

The purpose of the Special Meeting will be to consider and vote on the
proposal to approve the Proposed Transaction by approving the terms and
provisions of (i) the Acquisition Agreement and the consummation of the
transactions contemplated thereby, (ii) the Securities Purchase Agreement and
the consummation of the transactions contemplated thereby, (iii) the Management
Agreement and the consummation of the transactions contemplated thereby, and
(iv) the Voting Agreement and the consummation of the transactions contemplated
thereby.

THE PROPOSED TRANSACTION

Pursuant to the Acquisition Agreement, the Company will acquire all of the
issued and outstanding capital stock of Unistar (the "Unistar Shares") for
$16,589,235 payable at the Closing and will assume and repay at the Closing
Unistar's indebtedness in the amount of $84,710,765 (the "Retained Debt"). The
Proposed Transaction also includes the following matters:

(a) At the Closing, pursuant to the Securities Purchase Agreement, the
Company will issue and sell to INI or its assignee (INI or any such
assignee being hereinafter referred to as "INI") 5,000,000 newly issued
shares of Common Stock (the "Westwood One Shares") and a ten-year warrant
to purchase up to 3,000,000 shares of Common Stock at an exercise price of
$3.00 per share (the "Warrant") which will become exercisable in equal
annual installments of 1,000,000 shares on each anniversary of the Closing
in 1995, 1996, and 1997, for an aggregate purchase price of $15,000,000
payable in immediately available funds at the Closing. INI may freely
assign its rights under the Securities Purchase Agreement to any of its
affiliates.

(b) The Company and Infinity will enter into the Management Agreement
at the Closing pursuant to which (i) the Chief Executive Officer of
Infinity, currently Mel Karmazin, will become Chief Executive Officer of
the Company, (ii) the Chief Financial Officer of Infinity, currently Farid
Suleman, will become Chief Financial Officer of the Company, and (iii)
Infinity will manage the business and operations of the Company for (x) a
base management fee of $2,000,000 annually (adjusted for inflation), (y) an
annual cash bonus payable in the event certain cash flow target amounts are
achieved, and (z) additional warrants to acquire up to 1,500,000 shares of
Common Stock exercisable as to (a) 500,000 shares at $3.00 per share if the
Common Stock is trading at a price of at least $10.00 per share for a
specified period of time, (b) 500,000 shares at $4.00 per share if the
Common Stock is trading at a price of at least $15.00 per share for a
specified period of time, and (c) 500,000 shares at $5.00 per

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share if the Common Stock is trading at a price of at least $20.00 per
share for a specified period of time (the "Incentive Warrants"). The
Incentive Warrants will be issued to INI.

(c) At the Closing, the Company, INI and Norman J. Pattiz, Chairman of
the Board and currently Chief Executive Officer of the Company, will enter
into the Voting Agreement pursuant to which INI will have the right to
designate three members of the Board of Directors, Mr. Pattiz will have the
right to designate three members and three independent directors will be
selected by a nominating committee consisting of one INI designee and one
designee of Mr. Pattiz. Mr. Pattiz will also agree during the term of the
Voting Agreement to vote his shares of Class B Stock on any matter
presented to the shareholders of the Company in accordance with the
recommendation of the majority of the full Board of Directors.

The Closing is conditioned upon, among other things, the concurrent closing of
the Securities Purchase Agreement and the execution and delivery of the
Management Agreement, the Voting Agreement, the Warrant and the Registration
Rights Agreement to be entered into by the Company and INI effective as of the
Closing granting INI certain demand and incidental registration rights (the
"Registration Rights Agreement"). See, "THE PROPOSED TRANSACTION," "ACQUISITION
AGREEMENT," "SECURITIES PURCHASE AGREEMENT," "MANAGEMENT AGREEMENT" and "RELATED
AGREEMENTS."

PARTIES TO THE PROPOSED TRANSACTION

Westwood One is a leading producer and distributor of news, talk, sports
and entertainment radio programming and believes it is the country's second
largest radio network. The Westwood One networks include the Mutual Broadcasting
System, the NBC Radio Network, Talknet, The Source and Westwood One Radio
Networks. See, "INFORMATION REGARDING WESTWOOD ONE."

Unistar is one of the country's largest providers of radio network
programming services, including music and news programming, 24-hour satellite
delivered programming, CNN Radio, CNN Headline News and CNBC Radio. UCGI is the
parent of Unistar. See, "INFORMATION REGARDING UNISTAR."

INI, a special purpose corporation formed to hold the stock of UCGI and the
Westwood One Shares, is currently the holder of approximately 20% of the
outstanding capital stock of UCGI, the parent of Unistar, and following the
Closing is expected to hold 100% of the capital stock of UCGI. INI is a
wholly-owned subsidiary of Infinity.

Infinity is the largest company in the United States whose business is
exclusively devoted to radio broadcasting. Infinity currently owns and operates
22 radio stations serving 13 of the nation's largest radio markets, including
all of the ten largest markets, and has entered into agreements to acquire three
additional radio stations. Since February 17, 1993, Infinity has managed the
business and operations of Unistar pursuant to a management agreement for a base
management fee of $2,000,000 annually (adjusted for inflation). See,
"INFORMATION REGARDING INFINITY" and "OTHER TRANSACTIONS BETWEEN THE
PARTIES -- Unistar and Infinity."

RECOMMENDATION OF THE BOARD OF DIRECTORS AND REASONS FOR THE PROPOSED
TRANSACTION

The Board of Directors believes that the Proposed Transaction is fair to
and in the best interests of the Company and its shareholders for the following
reasons: (i) the Acquisition will improve the Company's ability to compete in
the radio advertising business, (ii) the Proposed Transaction and the new
financing arrangements to be entered into in connection therewith are expected
to increase the liquidity of the Company, (iii) the Proposed Transaction creates
an alliance with Infinity, (iv) the consolidation of Westwood One and Unistar
will provide the combined companies with the opportunity to reduce costs and
improve operations, and (v) the Management Agreement provides the Company with
the significant experience of the senior executives of Infinity in the radio
advertising business.

In reaching the foregoing conclusions, the Board considered, among other
things, the opinion of Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"), one of its financial advisors. See," -- Opinion of Financial Advisor."
The Board also considered the risks associated with the Proposed Transaction,

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<PAGE> 11

including that the potential benefits set forth above may not be realized and
the risks associated with the significant increase in the Company's leverage,
the significant costs that would be incurred upon termination of the Management
Agreement by the Company without Cause (as defined in the Management Agreement)
and Unistar's prior financial performance. See, "SPECIAL CONSIDERATIONS."
However, the Board believes that the positive factors outweigh any negative
factors.

For the reasons set forth above, the Board of Directors of the Company has
approved the Proposed Transaction pursuant to the terms of the Acquisition
Agreement, the Securities Purchase Agreement, the Management Agreement, the
Voting Agreement, the Warrant and the Registration Rights Agreement
(collectively, the "Transaction Agreements") and believes that it is fair to and
in the best interests of the Company and its shareholders. THE BOARD OF
DIRECTORS STRONGLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
PROPOSED TRANSACTION. See, "THE PROPOSED TRANSACTION -- Recommendation of the
Board of Directors and Reasons for the Proposed Transaction."

Arthur Levine, a member of the Board of Directors and a principal of Levine
Leichtman Capital Partners ("LLCP"), abstained from voting on the Proposed
Transaction because LLCP is one of the Company's financial advisors in
connection with the Proposed Transaction. All other directors of the Company
voted to approve the Proposed Transaction. See, "THE PROPOSED
TRANSACTION -- Financing Arrangements -- Other Financial Advisor."

OPINION OF FINANCIAL ADVISOR

On November 2, 1993, DLJ, one of the Company's financial advisors in
connection with the Proposed Transaction, delivered its oral opinion (which was
subsequently confirmed in writing on November 4, 1993) to the effect that the
consideration to be paid by the Company in connection with the Acquisition is
fair to the Company from a financial point of view. The full text of the written
opinion is attached as Appendix "C" to this Proxy Statement and should be read
in its entirety. See "THE PROPOSED TRANSACTION -- Opinion of Financial Advisor."

VOTE REQUIRED FOR APPROVAL

Approval of the Proposed Transaction requires the affirmative vote of (i)
the holders of a majority of the shares of the Common Stock entitled to vote and
represented by person or proxy at the Special Meeting, voting separately from
holders of the Class B Stock, and (ii) the holders of a majority of the votes of
the Common Stock and the Class B Stock entitled to be cast and represented in
person or by proxy at the Special Meeting. Each holder of Common Stock is
entitled to cast one vote for each share of Common Stock held. Each holder of
Class B Stock is entitled to cast 50 votes for each share of Class B Stock held.

Mr. Pattiz has agreed to vote his shares of Class B Stock and Common Stock,
currently representing approximately 51.5% of the total voting power of the
Company and 8.2% of the voting power of the Common Stock, in favor of the
Proposed Transaction. ACCORDINGLY, THE VOTING REQUIREMENT SET FORTH IN (II)
ABOVE WILL BE MET.

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SUMMARY PRO FORMA FINANCIAL INFORMATION

Set forth below is Summary Unaudited Pro Forma Combined Financial
Information of the Company, giving effect to the Proposed Transaction and the
execution of a new $125,000,000 senior credit facility (the "New Senior Loan").
The following unaudited pro forma financial information is based on certain
assumptions and adjustments described in the Notes to Unaudited Pro Forma
Combined Condensed Financial Statements and should be read in connection
therewith and with the historical Financial Statements of the Company and
Unistar, including the notes thereto, included elsewhere herein. The pro forma
information presented does not purport to represent the actual results that
would have occurred had the Proposed Transaction been consummated on the dates
or for the periods specified, nor is it indicative of the operating results in
any future period. See, "UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL
STATEMENTS."

<TABLE>
<CAPTION>
NINE MONTHS FISCAL YEAR
ENDED ENDED
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) AUGUST 31, NOVEMBER 30,
OPERATING RESULTS FOR: 1993 1992
----------- ------------
<S> <C> <C>
Revenue............................................ $ 122,224 $159,343
Operating Costs and Expenses....................... 120,834 181,354
Operating Income (Loss)............................ 1,390 (22,011)
(Loss) from Continuing Operations.................. (7,186) (36,067)
(Loss) per Share from Continuing Operations........ $ (.24) $ (1.23)
</TABLE>

<TABLE>
<CAPTION>
AUGUST 31, NOVEMBER 30,
BALANCE SHEET DATA AT: 1993 1992
---------- ------------
<S> <C> <C>
Current Assets....................................... $ 51,168 $ 73,625
Total Assets......................................... 303,425 424,940
Long-term Debt....................................... 157,931 230,496
Total Shareholders' Equity........................... $ 105,141 $124,370
Book Value per Share of Common Stock................. $ 3.57 $ 4.23
</TABLE>

No cash dividend was paid during the periods presented.

COMPARATIVE PER SHARE DATA

As of August 31, 1993 and November 30, 1992, there were 1,000 shares of
common stock of Unistar issued and outstanding, all of which shares were owned
by UCGI. Accordingly, there has been no market for the Unistar Shares and there
is no information as to the market value of the Unistar Shares, making a
comparison between the Common Stock and the Unistar Shares meaningless.

4
<PAGE> 13

SPECIAL CONSIDERATIONS

HIGHLY LEVERAGED TRANSACTION

The Company will incur substantial indebtedness in connection with the
Proposed Transaction. After the consummation of all transactions contemplated in
connection with the Proposed Transaction, including the redemption after the
Closing of the Company's 9% Convertible Senior Subordinated Debentures (the "9%
Debentures") to the extent not previously converted, the Company will have total
borrowings of approximately $145,000,000, consisting of the $125,000,000 New
Senior Loan and approximately $15,500,000 principal amount of the Company's
6 3/4% Convertible Subordinated Debentures due October 15, 2011 (the "6 3/4%
Debentures"), as compared to the Company's current borrowings (including the 9%
Debentures and the 6 3/4% Debentures) in the approximate principal amount of
$45,000,000 (which borrowings are expected to be a maximum of approximately
$49,225,000 immediately prior to the Closing assuming no futher conversions of
9% Debentures between the date hereof and the Closing.) Management currently
anticipates that, with the interest and potential cost savings that may be
realized as a result of the Acquisition, the combined cash flow of the Company
and Unistar will be sufficient to cover annual cash interest expense (expected
to be approximately $10,500,000) and required principal payments. However, even
assuming that such savings are achieved, of which there can be no assurance,
there can be no guarantee that cash flow from operations will be sufficient to
cover required interest and principal payments. See, "THE PROPOSED
TRANSACTION -- Financing Arrangements" and "UNAUDITED PRO FORMA FINANCIAL
INFORMATION."

PRIOR UNISTAR FINANCIAL PERFORMANCE

Prior to commencement of Infinity's management of Unistar in February 1993,
Unistar did not generate sufficient cash flow to make required principal or
interest payments on its loan commitments. As a result, during 1992, the parent
corporation of UCGI was in monetary default on its loan commitments to several
financial institutions, (including The Chase Manhattan Bank, N.A. ("Chase"), the
holder of the Retained Debt), which in 1993 acquired the shares of UCGI in lieu
of foreclosure. See, "THE PROPOSED TRANSACTION -- Financing Arrangements."
Although the financial performance of Unistar has improved since Infinity
undertook management of the business and operations of Unistar, there can be no
assurance that such improved financial performance will continue. See,
"INFORMATION REGARDING UNISTAR" and Financial Statements of Unistar.

RISKS ASSOCIATED WITH TERMINATION OF THE MANAGEMENT AGREEMENT BY THE COMPANY

Termination of the Management Agreement by the Company for other than Cause
(as defined in the Management Agreement) would have a material adverse impact on
the financial condition of the Company. "Cause" is narrowly defined in the
Management Agreement and if the Board of Directors determined that the
Management Agreement should be terminated for a reason not constituting Cause,
the Company would remain liable for payment of the base management fee of
$2,000,000 per year in monthly installments for the five-year term of the
Management Agreement, Infinity's right to the cash incentive compensation
payable in the fiscal year of termination would immediately vest and the Warrant
would become immediately exercisable as to all 3,000,000 shares of Common Stock.
It is also anticipated that termination of the Management Agreement for any
reason would be a breach of the New Senior Loan, resulting in the acceleration
of such indebtedness. Further, if the Management Agreement is terminated for any
reason, the expense and time associated with assembling a new management team
would likely have a material adverse impact on the Company. See, "-- Risks
Associated With New Management," "MANAGEMENT AGREEMENT" and "THE PROPOSED
TRANSACTION -- Financing Arrangements."

RISKS ASSOCIATED WITH NEW MANAGEMENT

Time Devoted to Managing the Company. In connection with the Proposed
Transaction, Messrs. Karmazin and Suleman will be appointed by the Board of
Directors as the Company's Chief Executive Officer and Chief Financial Officer,
respectively. However, Messrs. Karmazin and Suleman will continue to serve in
such capacities for Infinity, and the Management Agreement does not require them
to devote their full time to

5
<PAGE> 14

the business of the Company. Accordingly, Messrs. Karmazin and Suleman may have
responsibilities to Infinity which could detract from the time they have
available to devote to the Company's business.

Limited Track Record. Although officers of Infinity have significant
experience in the radio advertising business and significant programming sales
and financial management experience, their experience in managing radio networks
is limited to the management of Unistar, which began in February 1993, and there
can be no assurance that Infinity will be able to successfully manage the radio
network operations of the Company during the term of the Management Agreement.

Transition to New Management. Although the Board of Directors anticipates
that there will be a smooth transition of management responsibilities to
Infinity, there can be no assurance that such transition will not disrupt, at
least temporarily, the operations of the Company.

Reliance on Messrs. Karmazin and Suleman. The Company is entering into the
Management Agreement due in large part to the managerial expertise of Messrs.
Karmazin and Suleman. There can be no assurance, however, that Messrs. Karmazin
or Suleman will remain in senior managerial positions with Infinity or any
affiliate thereof during the term of the Management Agreement. Under the terms
of the Management Agreement, if Mr. Karmazin ceases to hold a senior managerial
position with Infinity or any affiliate thereof during the term of the
Management Agreement, he will cease to be the Company's Chief Executive Officer.
In addition, if Mr. Suleman ceases to be Chief Financial Officer of Infinity, he
will cease to be Chief Financial Officer of the Company. Moreover, the foregoing
would not constitute grounds for termination of the Management Agreement for
"Cause" and, thus, would not permit the Company to terminate the Management
Agreement without remaining liable for significant termination fees thereunder.
However, the new Chief Executive Officer and Chief Financial Officer of Infinity
would be required to serve as the Company's Chief Executive Officer and Chief
Financial Officer under the terms of the Management Agreement. See "-- Risks
Associated with Termination of the Management Agreement," above, and "MANAGEMENT
AGREEMENT -- Termination."

EXISTING EMPLOYMENT AGREEMENTS

Prior to the execution of the Transaction Agreements, the Company entered
into a new employment agreement with Mr. Pattiz, effective October 18, 1993,
pursuant to which Mr. Pattiz is to serve as Chairman of the Board and Chief
Executive Officer of the Company for a five-year term ending November 30, 1998
at an annual salary of $750,000 (the 1993 base salary to which he was entitled
under his prior employment agreement with the Company, although he elected to
receive a salary of only $570,000), an annual cash bonus of at least $250,000
payable in the event that the Company achieves certain earnings targets and
certain other benefits, including options to acquire 350,000 shares of Common
Stock, fully-vested retirement benefits of $475,000 per year for 15 years
beginning at age 62 and expense reimbursements. The agreement is terminable by
the Company only in the event of death, permanent and total disability, or for
cause (which is as narrowly defined as in the Management Agreement). Although
Mr. Pattiz will continue to serve as the Chairman of the Board of Directors, he
will no longer serve as Chief Executive Officer if the Proposed Transaction is
approved, and the foregoing provisions will remain in effect, notwithstanding
the compensation payable to Infinity for the management services to be provided
under the Management Agreement. Moreover, the Chief Executive Officer and the
Chief Financial Officer of the Company will report directly to the Board of
Directors and not to the Chairman of the Board.

The Company also has a three-year employment agreement with Bruce E.
Kanter, effective December 6, 1991, pursuant to which Mr. Kanter serves as Chief
Financial Officer of the Company for a current base salary of $275,000,
increasing to $300,000 in the third year, plus a minimum bonus of $100,000 and
certain other benefits. Additionally, if Mr. Kanter's agreement is not renewed
at the end of 1994, the Agreement provides that the Company will pay Mr. Kanter
the then current base salary through November 10, 1995. Although Mr. Kanter will
no longer serve as Chief Financial Officer if the Proposed Transaction is
approved, the foregoing provisions will remain in effect, notwithstanding the
compensation payable to Infinity for the

6
<PAGE> 15

management services to be provided pursuant to the Management Agreement. See,
"MANAGEMENT AGREEMENT."

VOTING AGREEMENT

Pursuant to the Voting Agreement to be entered into at the Closing, INI
will have the right to designate three members of the Company's Board of
Directors, Mr. Pattiz will have the right to designate three members, and three
independent directors (the "Independent Directors") will be selected by a
nominating committee consisting of one INI designee and one Pattiz designee.
Moreover, the Company will agree to use its best efforts to appoint and
maintain, and Mr. Pattiz and INI will agree to vote their shares of the
Company's voting stock in favor of, the foregoing nominees as members of the
Board. It is anticipated that the failure of the Company's shareholders to
maintain the designees of INI and the Independent Directors, collectively, as a
majority of the Board of Directors would be a breach of the New Senior Loan,
resulting in the acceleration of such indebtedness. See "RELATED
AGREEMENTS -- Voting Agreement" and "THE PROPOSED TRANSACTION -- Financing
Arrangements."

COMPENSATION OF FINANCIAL ADVISOR

Pursuant to the terms of an engagement letter dated October 19, 1993, the
Company has agreed to pay DLJ $1,081,250, plus reimbursement of certain
expenses, for services rendered in connection with the Proposed Transaction,
including the issuance of an opinion regarding the fairness of the consideration
to be paid by the Company in connection with the Acquisition. Of such amount,
$731,250 will be paid only if the Proposed Transaction is consummated. See "THE
PROPOSED TRANSACTION -- Opinion of Financial Advisor."

SHARES ELIGIBLE FOR FUTURE SALE

The holder of the Westwood One Shares, the Warrant and the Incentive
Warrants will have certain rights to require the Company to register the
5,000,000 Westwood One Shares and the 4,500,000 shares of Common Stock
underlying the Warrant and the Incentive Warrants under the Securities Act of
1933, as amended (the "Securities Act"), for sale to the public. Sales of such
shares in the public market could adversely effect the market price of the
Common Stock. See, "SECURITIES PURCHASE AGREEMENT -- Description of Warrant,"
"MANAGEMENT AGREEMENT -- Compensation of Manager" and "RELATED
AGREEMENTS -- Registration Rights Agreement."

LIMITED DUE DILIGENCE

In order to protect certain confidential, proprietary information of the
Company, on the one hand, and Unistar, on the other hand, in connection with
their respective due diligence investigations, the Company and Unistar did not
exchange certain information regarding advertisers and station affiliation
agreements material to their respective radio network businesses. Only standard
forms of Unistar's advertising and affiliation have been made available to the
Company thus far and, although management does not currently expect that such
agreements contain terms that are materially unfavorable to Unistar, there can
be no assurance in this regard. See, "ACQUISITION AGREEMENT -- Certain
Covenants -- Access to Information."

THE SPECIAL MEETING
GENERAL

This Proxy Statement is furnished in connection with the solicitation of
proxies by the management of the Company for use at the Special Meeting of
Shareholders of the Company to be held on January 28, 1994 at 10:00 a.m.,
Pacific Time, in the Marquis Room of the Westwood Marquis Hotel, 930 Hilgard
Avenue, Los Angeles, California, 90024, and any adjournments thereof, for the
purposes set forth below herein and in the accompanying Notice of Special
Meeting of Shareholders. This Proxy Statement (with the accompanying form of
proxy) was first mailed to shareholders on or about January 11, 1994.

7
<PAGE> 16

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

At the Special Meeting, shareholders of the Company will be asked to
consider and approve the Proposed Transaction pursuant to the terms of the
Transaction Agreements. The concurrent consummation of the Securities Purchase
Agreement and the execution and delivery of the Management Agreement, the Voting
Agreement, the Warrant and the Registration Rights Agreement are conditions to
the consummation of the Acquisition Agreement. Accordingly, because no element
of the Proposed Transaction can be consummated without the prior or concurrent
consummation of the others, the Proposed Transaction is submitted to
shareholders for approval as a single proposal. A vote in favor of the Proposed
Transaction will constitute a vote in favor of the Acquisition and each of the
transactions to be entered in to in connection therewith, none of which will be
consummated unless the Proposed Transaction is approved at the Special Meeting.

VOTES REQUIRED FOR APPROVAL; RECORD DATE; VOTING AT THE MEETING

A majority of the outstanding votes entitled to be cast at the Special
Meeting and represented in person or by proxy will constitute a quorum. Approval
of the Proposed Transaction requires the affirmative vote of (i) the holders of
a majority of the shares of Common Stock entitled to vote and represented by
person or proxy at the Special Meeting, voting separately from holders of the
Class B Stock, and (ii) the holders of a majority of the votes of the Common
Stock and Class B Stock entitled to be cast and represented in person or by
proxy at the Special Meeting. Each holder of Common Stock is entitled to cast
one vote for each share of Common Stock held. Each holder of Class B Stock is
entitled to cast 50 votes for each share of Class B Stock held. Mr. Pattiz has
agreed to vote his shares of Class B Stock and Common Stock, currently
representing approximately 51.5% of the total voting power of the Company and
8.2% of the voting power of the Common Stock, in favor of the Proposed
Transaction. ACCORDINGLY, THE VOTING REQUIREMENT SET FORTH IN (II) ABOVE WILL BE
MET.

Holders of record of Common Stock and Class B Stock at the close of
business on December 20, 1993 are entitled to vote at the Special Meeting. At
December 20, there were 19,415,708 shares of Common Stock outstanding and
351,733 shares of Class B Stock outstanding.

Shares represented by properly executed proxy cards received by the Company
prior to the Special Meeting will be voted in accordance with the instructions
set forth on the proxy card. If no instructions are given but the proxy is
properly signed, the shares represented thereby will be voted in favor of the
Proposed Transaction and otherwise as management deems appropriate for other
matters that may properly come before the Special Meeting. Shares represented by
proxies which are marked "abstain," "withhold authorization" or to deny
discretionary authority will be counted as shares present for purposes of
determining the presence of a quorum; such shares will also be treated as shares
present and entitled to vote, which will have the same effect as a vote against
any such matter. Management knows of no other matters which may come before the
Special Meeting.

Any shareholder submitting the accompanying proxy card has the right to
revoke it by notifying the Secretary of the Company in writing at any time prior
to the voting of the proxy, or by signing and delivering to the Secretary a
later-dated proxy. A proxy will be automatically revoked if the person giving
the proxy attends the Special Meeting and chooses to vote in person.

SOLICITATION

The cost of preparing, assembling, printing and mailing this Proxy
Statement and the accompanying proxy card will be borne by the Company. Banks,
brokers and other nominees, fiduciaries and custodians nominally holding shares
of Common Stock have been requested to forward proxy soliciting material to
their customers who are beneficial owners of such shares listed of record, and
will be reimbursed by the Company for their reasonable out-of-pocket expenses.
The original solicitation of proxies by mail may be supplemented by telephone,
telegram and personal solicitation by officers, directors and other regular
employees of the Company, but no additional compensation will be paid on account
of these additional activities. In addition, the Company has retained Georgeson
& Co. Inc., New York, New York, to assist in the solicitation of proxies.
Georgeson & Co. Inc. may solicit proxies by mail, telephone, telegraph and
personal solicitation, and will

8
<PAGE> 17

request banks, brokers and other nominees, fiduciaries and custodians nominally
holding shares of Common Stock of record to forward proxy soliciting material to
the beneficial owners of such shares. For these services, the Company will pay
Georgeson & Co. Inc. a fee estimated not to exceed $6,500, plus reimbursement
for expenses.

INDEPENDENT ACCOUNTANTS

Members of Price Waterhouse, independent accountants of the Company for the
current year and the year ended November 30, 1993, will be present at the
Special Meeting, will have an opportunity to make a statement if they so desire
and will be available to respond to appropriate questions.

THE PROPOSED TRANSACTION

ACQUISITION OF UNISTAR

Pursuant to the terms of the Acquisition Agreement, at the Closing,
currently scheduled to occur on or about January 28, 1994 (the "Closing Date"),
the Company will acquire from UCGI the Unistar Shares, consisting of 1,000
shares of common stock constituting all of the issued and outstanding shares of
capital stock of Unistar, free and clear of any and all liens, claims or
encumbrances of any kind, for $16,589,235 payable at the Closing by wire
transfer of immediately available funds. At the Closing, the Company will assume
and repay the Retained Debt. Prior to the Closing, Unistar will distribute and
assign, and UCGI will receive and assume (i) all of the stock of The Market
Research Group, Inc., a wholly-owned subsidiary of Unistar which provides a
range of market research information and services to the radio industry
("TMRG"), (ii) all cash, cash equivalents and accounts receivable of Unistar
existing on the Closing Date, (iii) all real estate owned by Unistar
(collectively, with (i) and (ii) above, the "Assigned Assets"), and (iv) all
liabilities and obligations of Unistar with respect to TMRG, and all trade
payables, other current liabilities and unpaid bank debt of Unistar as shown on
the balance sheet of Unistar as of the Closing Date, except for the $84,710,765
Retained Debt (the "Assumed Liabilities"). Accordingly, at the Closing, the
Company will acquire, net of the Assigned Assets and the Assumed Liabilities,
all of Unistar's rights in, and obligations with respect to, the property and
assets owned, leased or used by it in connection with Unistar's radio network
business (the "Business"), which Business includes, among other things,
Unistar's radio programming in a variety of formats provided to affiliate radio
stations, and the packaging of radio programming formats into "networks" offered
by Unistar to advertisers (the "Unistar Networks"). See "-- Financing
Arrangements," "INFORMATION REGARDING UNISTAR" and "THE ACQUISITION AGREEMENT."

MANAGEMENT OF THE COMPANY BY INFINITY

Pursuant to the terms of the Management Agreement, commencing on the
Closing Date and continuing for five years, Infinity will manage the business
and operations of the Company, subject to the direction and supervision of the
Board of Directors. The Management Agreement provides that (i) Infinity's Chief
Executive Officer, currently Mel Karmazin, will serve as the Company's Chief
Executive Officer, (ii) Infinity's Chief Financial Officer, currently Farid
Suleman, will serve as the Company's Chief Financial Officer, and (iii) Infinity
will provide support and administrative personnel needed by these officers and
will pay all salaries, benefits and related costs of these personnel. In
consideration, the Company will (x) pay Infinity a base management fee of
$2,000,000 annually (adjusted for inflation), (y) pay Infinity an annual cash
bonus payable in the event certain cash flow target amounts are achieved, and
(z) issue to INI the Incentive Warrants. Although the management services
provided by Infinity will be subject to the general direction and supervision of
the Board of Directors, as a result of the Management Agreement, Infinity will
exercise significant control over the combined business and operations of
Westwood One and Unistar following the Closing. See, "MANAGEMENT AGREEMENT."

ISSUANCE AND SALE OF WESTWOOD ONE SHARES, THE WARRANT AND THE INCENTIVE WARRANTS

Securities Issued. Pursuant to the Securities Purchase Agreement, the
Company will issue and sell to INI the Westwood One Shares, consisting of
5,000,000 newly issued shares of Common Stock, and the

9
<PAGE> 18

Warrant to acquire up to 3,000,000 additional shares of Common Stock at an
exercise price of $3.00 per share, for a total purchase price of $15,000,000
payable in immediately available funds at the Closing. The Warrant is
exercisable in equal annual installments of 1,000,000 shares on each anniversary
of the Closing in 1995, 1996 and 1997, except that the Warrant becomes
immediately exercisable with respect to all 3,000,000 shares of Common Stock in
the event that the Management Agreement is terminated by the Company for reasons
other than Cause. Pursuant to the Management Agreement, the Company will also
issue to INI the Incentive Warrants to acquire up to an aggregate of 1,500,000
shares of Common Stock, which Incentive Warrants will be exercisable as to (i)
up to 500,000 shares at $3.00 per share if the Common Stock closes at a price of
at least $10.00 per share on at least 20 out of 30 consecutive days during which
the national securities exchanges are open for trading ("Trading Days"); (ii) up
to 500,000 shares at $4.00 per share if the Common Stock closes at a price of at
least $15.00 per share on at least 20 out of 30 Trading Days; and (iii) up to
500,000 shares at $5.00 per share if the Common Stock closes at a price of at
least $20.00 per share on at least 20 out of 30 Trading Days. See "SECURITIES
PURCHASE AGREEMENT" and "MANAGEMENT AGREEMENT." On January 7, 1994, the last
sales price of the Common Stock as reported on the NASDAQ/National Market System
was $8 1/16.

Source of Funds to Acquire Westwood One Shares; Use of Proceeds. INI will
acquire the Westwood One Shares with available cash, bank borrowings or the
proceeds received from the Company for the sale of the Unistar Shares. A portion
of the proceeds received by the Company from the sale of the Westwood One Shares
will be applied by the Company against the cost of obtaining the New Senior Loan
($2,500,000) and against certain costs incurred directly and indirectly in
connection with the Proposed Transaction, currently estimated to be
approximately $3,500,000, including legal, accounting, financial advisory and
severance costs to be paid pursuant to the existing employment agreement with
the Company's current Chief Financial Officer. See, "SPECIAL
CONSIDERATIONS -- Existing Employment Agreements." The balance of the proceeds
will be used for working capital and other general corporate purposes.

Percentage of Common Stock and Voting Power to be Acquired by Infinity and
its Affiliates; Impact on Pattiz Voting Control and Other Shareholders. Each
holder of Common Stock is entitled to cast one vote for each share of Common
Stock held. Each holder of Class B Stock is entitled to cast 50 votes for each
share of Class B Stock held. Additionally, holders of Common Stock, voting
alone, have the right to elect 20% of the Board of Directors. Upon the issuance
of the Westwood One Shares at the Closing, Infinity, by and through INI, will
acquire 16.6% of the Common Stock, representing 10.5% of the voting power of the
Company (assuming conversion of all of the currently outstanding 9% Debentures).
As a result, Mr. Pattiz' voting power will be reduced from 51.5% to 40.3% at the
Closing. In addition, assuming full exercise or conversion of the Warrant, the
Incentive Warrants and all other outstanding options, warrants or convertible
securities having an exercise or conversion price of less than $20.00 ("Full
Dilution"), Mr. Pattiz' voting power would ultimately be reduced to 35.2%, and
Infinity would hold 24% of the Common Stock, representing 16.6% of the voting
power of the Company. Pursuant to the Voting Agreement, INI and Mr. Pattiz will
be required to vote their shares to elect their respective designees and the
Independent Directors designated pursuant to the Voting Agreement to the
Company's Board of Directors and Mr. Pattiz has agreed to vote all of his shares
of Class B Stock in accordance with the recommendation of the majority of the
full incumbent Board of Directors on any matters presented to the shareholders
of the Company. See, "RELATED AGREEMENTS -- Voting Agreement."

10
<PAGE> 19

The following table sets forth the percent of Common Stock and voting power
held directly or to be held directly by Infinity and its affiliates, Mr. Pattiz,
and all other shareholders of the Company (i) on December 31, 1993, (ii) on the
Closing Date, and (iii) at Closing assuming Full Dilution:

(In thousands, except footnotes)

<TABLE>
<CAPTION>
AT DECEMBER 31, 1993 AT CLOSING ASSUMING FULL DILUTION(A)
------------------------------------ -------------------------------------- --------------------------------------
COMMON STOCK PERCENT VOTING COMMON STOCK PERCENT VOTING COMMON STOCK PERCENT VOTING
OUTSTANDING OWNERSHIP POWER(B) OUTSTANDING(C) OWNERSHIP POWER(B) OUTSTANDING OWNERSHIP POWER(B)
------------- ---------- --------- --------------- ---------- --------- --------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Pattiz...... 1,619(d) 8.2% 51.5% 1,619(d) 5.4% 40.3% 2,519 6.4% 35.2%
Infinity.... -0- -0- -0- 5,000 16.6 10.5 9,500 24.0 16.6
Other....... 18,082 91.8 48.5 23,413 78.0 49.2 27,563 69.6 48.2
------ --- --- ------ --- --- ------ --- ---
Total....... 19,701 100% 100% 30,032 100% 100% 39,582 100% 100%
------ --- --- ------ --- --- ------ --- ---
------ --- --- ------ --- --- ------ --- ---
</TABLE>

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

(a) Assumes the exercise or conversion, as applicable, of the Warrant, the
Incentive Warrants, and all other outstanding options, warrants or
convertible securities outstanding at December 31, 1993 with an exercise or
conversion price of less than $20.00 per share, including options to acquire
900,000 shares of Common Stock held by Mr. Pattiz (19,881,234 shares).

(b) Includes the voting power of 351,733 shares of Class B Stock.

(d) Excludes 545,000 shares of Common Stock underlying currently exercisable
options granted to Mr. Pattiz.

Registration Rights Granted to INI. In connection with the issuance and
sale of the Westwood One Shares, the Warrant and the Incentive Warrants, the
Company has agreed to grant to INI certain incidental and demand rights to have
the Westwood One Shares and the Common Stock issuable upon exercise of the
Warrant and the Incentive Warrants registered under the Securities Act. See
"RELATED AGREEMENTS -- Registration Rights Agreement."

RECONSTITUTION OF THE BOARD OF DIRECTORS

Pursuant to the Voting Agreement, effective as of the Closing Date, the
Board of Directors will adopt a resolution amending the Company's bylaws to
expand the Board to nine members and will appoint three directors designated by
Mr. Pattiz, three directors designated by INI, and three Independent Directors.
The Independent Directors will be selected by a nominating committee of the
Board of Directors (the "Nominating Committee") consisting of one director
designated by Mr. Pattiz and one director designated by INI. The Voting
Agreement provides that the Company will use all reasonable efforts to appoint
and maintain as members of the Board of Directors the designees of Mr. Pattiz,
INI and the Nominating Committee. Further, during the term of the Voting
Agreement, Mr. Pattiz and INI have agreed to vote their shares in favor of the
directors so designated at any meeting of the shareholders of the Company. See
"RELATED AGREEMENTS -- Voting Agreement."

In connection with the foregoing, the Company's bylaws will be amended by
the Board of Directors to increase the Board of Directors from five to nine
members and to reduce the required percentage of Independent Directors from 40%
to 33 1/3%. Additionally, the definition of Independent Directors in the bylaws
will be amended to mean a person other than an officer or employee of the
Company or Infinity or any of their subsidiaries, or any other person having a
relationship which, in the opinion of the Board of Directors or a committee
thereof, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. Under the existing bylaw provision the
term Independent Director is generally defined to mean any director who (i) has
not in the last five years been an officer or employee of the Company or any
affiliate, (ii) is not related to any officer of the Company, (iii) is not, and
within the last two years has not, been an officer or employee of, and does not
own in excess of 1% of, any entity which has made or proposes to make, during
the last or next fiscal year, payments for services or property in excess of 1%
of the gross revenues of the Company for its last fiscal year, subject to
certain exceptions, or to which the Company was

11
<PAGE> 20

indebted in excess of the lesser of 1% of the Company's net assets or
$1,000,000, excluding publicly traded debt securities, (iv) is not a member or
employee of a law firm retained in the last two years or proposed to be retained
by the Company, and (v) is not a control person of the Company (other than as a
director) as defined by the regulations of the Commission.

Pursuant to the Company's Certificate of Incorporation, the Board of
Directors is divided into three classes (Class I, II, and III), with each class
serving for three-year terms which do not coincide. Generally, only one class of
Directors is elected at each Annual Meeting. Additionally, pursuant to the
Certificate of Incorporation, holders of Common Stock, voting alone, have the
right to elect 20% of the Board of Directors, which currently amounts to one
member of the five-member Board. Historically, however, the holders of Common
Stock have voted alone to elect both of the Class III directors. After the
Closing, the holders of Common Stock, voting alone, will have the right to elect
two members of the reconstituted nine-member Board of Directors. However, it is
currently intended that the holders of the Common Stock will vote alone to elect
the three Independent Directors, one of which will be elected each year, as set
forth below. As in the past, however, there is no assurance that holders of
Common Stock will continue to vote alone to elect more than 20% of the Board of
Directors. The remaining members of the Board are elected by all shareholders
voting together as a single class.

The current directors of the Company are:

Pursuant to the Voting Agreement, as reconstituted at the Closing, the
Company's Board of Directors will consist of the following members:

<TABLE>
<CAPTION>
TERM
NAME CLASS EXPIRES
------------------------------------------------------------- ----- -------
<S> <C> <C>
Norman J. Pattiz............................................. I 1995
Mel Karmazin................................................. I 1995
Independent.................................................. I 1995
Arthur E. Levine............................................. II 1994
Farid Suleman................................................ II 1994
Independent.................................................. II 1994
Paul G. Krasnow.............................................. III 1996
INI Designee................................................. III 1996
Independent.................................................. III 1996
</TABLE>

Assuming that they are then willing and able to serve, at the Annual
Meeting of Shareholders in 1994, Mr. Suleman and the Class II Independent
Director will stand for election as Class II directors, along with the
continuing Class II director, Mr. Levine, for three-year terms expiring in 1997.
In 1995, Messrs. Karmazin and the Class I Independent Director will stand for
election as Class I directors, along with the continuing Class I director, Mr.
Pattiz, for three-year terms expiring in 1998. In 1996, the Class III INI
Designee and the Class III Independent Director will stand for election as Class
III directors, along with the continuing Class III director, Mr. Krasnow, for
three-year terms expiring in 1999. Biographical information for Messrs. Pattiz,
Levine and Krasnow is set forth below. Biographical information for Messrs.
Karmazin and Suleman is set forth in "INFORMATION REGARDING
INFINITY -- Management." The Nominating Committee will designate the Independent
Directors and INI will designate the Class III INI Designee before the Closing.

Mr. Levine (age 42) has served as a director of the Company since May 1991.
Additionally, he has been an independent consultant to the Company since June
1990. Mr. Levine is a principal of Levine Leichtman

12
<PAGE> 21

Capital Partners, a merchant banking firm and one of the Company's financial
advisors in connection with the Proposed Transaction. For the last nine years
Mr. Levine has been a private investor.

Mr. Krasnow (age 54) has been a director of the Company since January 1989.
Since September 1974, Mr. Krasnow has been the President and sole shareholder of
Krasnow Insurance Services, Inc., an insurance agency providing life, disability
and health benefits, of which he is the sole agent.

Mr. Pattiz (age 50) founded the Company in 1974 and has held the position
of Chairman of the Board and Chief Executive Officer since that time. He
currently serves on the Board of Directors of the Radio Advertising Bureau,
along with the chief executives of other major broadcast companies.

FINANCING ARRANGEMENTS

The New Senior Loan. The Company's obligation to consummate the Acquisition
is conditioned upon, among other things, the Company obtaining the New Senior
Loan, on terms reasonably acceptable to the Company, in the principal amount of
$125,000,000. Of such amount, $16,589,235 will be used to acquire the Unistar
Shares, $84,710,765 will be used to repay the Retained Debt at the Closing and
approximately $15,000,000 will be used to retire the Company's recently executed
senior credit facility. The balance of the proceeds from the New Senior Loan and
the balance of the proceeds from the sale of the Westwood One Shares (after
payment of certain transaction costs, and the costs of obtaining the New Senior
Loan, currently estimated to aggregate approximately $6,000,000), will be
available for working capital. The amount available for working capital is
currently expected to be approximately $17,700,000. The Company has received a
"highly confident" letter from Chase, Unistar's current senior lender and the
holder of the Retained Debt, regarding issuance of the New Senior Loan. There
can be no assurance, however, that the New Senior Loan will be obtained from
Chase, or from any other lender, on terms reasonably acceptable to the Company,
or at all. In connection with obtaining the New Senior Loan, the Company will be
required to redeem the 9% Debentures (in the outstanding principal amount of
approximately $18,660,600 at December 31, 1993) to the extent such Debentures
are not previously converted. The Company has the right to redeem all the 9%
Debentures, but it is currently anticipated that the 9% Debentures will be
converted prior to redemption because the redemption price of the 9% Debentures
is currently 104.5% of the principal amount of debentures redeemed, while the
market price of the Common Stock is more than twice the $3.50 current conversion
price of the 9% Debentures.

The following is a summary of the expected material terms of the New Senior
Loan which the Company is currently negotiating. This summary does not purport
to be a complete description of the New Senior Loan.

It is expected that the obligation to extend the New Senior Loan will be
subject to numerous conditions, including, among others: the satisfactory
completion of the senior lender's due diligence and the negotiation of the
satisfactory loan and other documentation, the absence of any material adverse
change with respect to the Company, the loan syndication or other capital market
conditions, the redemption of the 9% Debentures to the extent not previously
converted, and the Company's compliance with various financial tests and ratios
relating to the Company's debt and operating cash flow. In addition, the Company
will not enter into the New Senior Loan unless the Company's shareholders
approve the Proposed Transaction at the Special Meeting and the Closing is
consummated.

The New Senior Loan is expected to be made as a $115,000,000 term loan and
a $10,000,000 revolving credit loan. The term loan is expected to be amortized
in quarterly installments beginning in 1995. In addition, it is anticipated that
the Company will be required to apply a percentage of its excess cash flow to
the prepayment of the New Senior Loan and that the occurrence of certain events,
including, among other things, a sale of assets other than in the ordinary
course of business, will also trigger mandatory prepayments. Both the term loan
and revolving loan are expected to finally mature on December 31, 2001.

The New Senior Loan is expected to be secured by substantially all the
assets of the Company and its subsidiaries and the capital stock of the
Company's subsidiaries. Interest is expected to be set at variable rates based
on prime and the London Inter-Bank Offering Rate. It is anticipated that the
Company will also be required to pay standard underwriting and commitment fees.

13
<PAGE> 22

The New Senior Loan is expected to contain restrictive covenants that,
among other things, limit the ability of the Company and the Company's
subsidiaries to dispose of assets, incur additional indebtedness, pay dividends,
make investments, make capital expenditures, engage in mergers or
consolidations, engage in certain transactions with subsidiaries and affiliates,
and engage in other lines of business. The Company also expects it will be
required to comply with certain specified financial ratios and tests, including,
among others, minimum interest, fixed charge coverage and debt-operating cash
flow ratios.

Additionally, it is anticipated that events of default under the New Senior
Loan will include, among other things, the termination of the Management
Agreement and the failure of the INI Designees and the Independent Directors to
collectively maintain a majority of seats on the Company's Board of Directors.
See, "SPECIAL CONSIDERATIONS -- Risks Associated with Termination of the
Management Agreement by the Company" and "-- Voting Agreement."

There can be no assurance as to the final terms of the New Senior Loan. The
New Senior Loan is subject to detailed provisions of the definitive
documentation.

Other Financial Advisor. The Company has also retained Levine Leichtman
Capital Partners to act as its financial advisor in connection with structuring
the Proposed Transaction and in reviewing the proposed terms of, and advising
the Company with respect to, the New Senior Loan. For such services, LLCP is to
be paid .625% of the amount of any loan made by any third party lender in
connection with the Proposed Transaction, plus reasonable out-of-pocket expenses
up to a maximum of $25,000. Arthur Levine, a member of the Board of Directors,
is a principal of LLCP. Mr. Levine did not participate in the Board of
Directors' vote approving the retention of LLCP by the Company.

RECOMMENDATION OF THE BOARD OF DIRECTORS AND REASONS FOR THE PROPOSED
TRANSACTION

The Board of Directors believes that the Proposed Transaction, including
the Acquisition, the issuance and sale of the Westwood One Shares, the Warrant
and the Incentive Warrants to INI and the management of the Company by Infinity,
is fair to, and in the best interests of the Company and its shareholders.
Accordingly, on November 2, 1993, the Board approved the Proposed Transaction
pursuant to the terms of the Transaction Agreements, and recommended that the
Proposed Transaction be approved by the Company's shareholders. The Board of
Directors believes that the Proposed Transaction will further the Company's
long-term objective of maximizing shareholder value.

In 1993, the Company completed the divestiture, begun in 1992, of its
non-core assets in an effort to reduce indebtedness and to refocus on its core
network radio business. Consistent with that effort, in 1992 and 1993 the
Company began exploring ways to expand its core radio network business and to
improve its ability to compete effectively in the radio advertising business,
while at the same time increasing liquidity. During this period, management had
preliminary discussions with several companies regarding a possible business
transaction, including discussions with Unistar in April and August 1992, and
discussions with two companies engaged in broadcasting and radio station
ownership and operation regarding a possible acquisition of the Company or its
assets. On January 20, 1993, (at which time Unistar was not yet affiliated with
Infinity) Mr. Pattiz described to the Board of Directors management's possible
interest in acquiring Unistar, but no action was taken and the Company's
interest ended without further discussion with Unistar.

The discussions with Unistar and the other companies did not progress
beyond the preliminary stage. With respect to the possible transactions with the
companies other than Unistar, while such transactions may have resulted in
increased liquidity due to new financing arrangements to be entered into in
connection therewith, unlike the Proposed Transaction, such transactions did not
offer the Company the opportunity to increase shareholder value by expanding its
core radio network business and by creating operational synergies and the
ability to compete more effectively in the radio advertising business, which
ultimately could be expected to result in increased cash flow. With respect to
Unistar, a transaction was not pursued at that time because of concerns
regarding Unistar's financial performance. Moreover, none of the foregoing
transactions would have provided the Company with the additional management
expertise gained by the Company in the Proposed Transaction. Although none of
the foregoing transactions were proposed by either DLJ or LLCP, DLJ did advise
the Company with regard to one of the possible transactions not involving
Unistar.

14
<PAGE> 23

Management continued to explore various possible transactions with a number
of companies and, after Unistar became affiliated with Infinity in February
1993, again began to consider a possible transaction with Unistar. Initially, a
joint venture arrangement whereby the Company and Unistar would each contribute
its assets to a partnership managed by Infinity was considered. Under the terms
of the proposed venture, Unistar and the Company would have shared the cash flow
generated by the partnership, but each would have retained its then current
indebtedness. This structure was rejected by the Company since it did not
adequately address the Company's need to increase liquidity. Thereafter, during
a series of meetings, initially among members of the Company's management and
Infinity and Unistar management, and later also involving the Company's
financial advisors, LLCP and DLJ, the terms of the Proposed Transaction were
established by negotiation among the parties.

During a series of Board meetings in 1993, the Board of Directors reviewed
the various possible transactions explored by management on a preliminary basis.
Thereafter, in October and November 1993, the Board met several times and
received presentations from, and carefully reviewed the terms of the Transaction
Agreements with, the Company's management, legal counsel and financial advisors,
DLJ and LLCP. See, "-- Opinion of Financial Advisor."

As part of its review, the Board considered, among other things,
information with respect to the financial condition, assets, liabilities,
businesses, operations and prospects of both the Company and Unistar, including
information reflecting the two companies on a pro forma combined basis. The
Board also considered the Company's strategic alternatives, including the
possible transactions previously reviewed by the Board and the possibility of
refinancing its existing indebtedness and remaining a stand-alone company with
its existing networks. The Board also received and relied upon an oral opinion
from DLJ delivered on November 2, 1993 (which was confirmed in writing on
November 4, 1993) that, as of such date, the consideration to be paid by the
Company in connection with the Acquisition is fair to the Company from a
financial point of view.

In reaching its conclusion to approve the Proposed Transaction, the Board
considered, among other things, (i) its review of strategic alternatives, (ii)
information concerning the financial performance, condition, business operations
and prospects of each of the Company and Unistar and on a pro forma combined
basis, (iii) the impact of Infinity's management of Unistar and Infinity's
management of the combined companies after the Closing, (iv) the terms and
structure of the Proposed Transaction, (v) the terms of the Transaction
Agreements, (vi) the opinion of DLJ, and (vii) the business advantages expected
to result from the Proposed Transaction.

The Board believes that the Proposed Transaction will provide an
opportunity to reposition the Company with new management and improved
competitive abilities. Among the reasons for the Board's belief are the
following:

First, the Board believes that the combination of the Company and
Unistar will improve the Company's ability to compete effectively in the
radio advertising business against multimedia competitors with
significantly greater resources. By bringing together the two companies,
the Company will be able to offer advertisers greater resources in terms of
the types and breadth of programming, such as Unistar's CNN Radio, CNN
Headline News and CNBC Radio, and its 24-hour satellite delivered
programming.

Second, the Board anticipates that the Proposed Transaction will
increase the liquidity of the Company as a result of the new financing
arrangements to be entered into in connection with the Proposed Transaction
and the cash flow expected to be produced by the combined operations of the
Company and Unistar. Although the Company could increase its liquidity by
refinancing and in fact has recently entered into a new senior credit
facility which has resulted in increased liquidity, unlike refinancing, the
Proposed Transaction gives the Company the opportunity to increase
liquidity through the sale of the Westwood One Shares and increased
operating cash flow, instead of solely through indebtedness. See, "PRO
FORMA FINANCIAL INFORMATION" and "-- Financing Arrangements."

Third, the Board believes that the Company will benefit from the
alliance created as a result of the Proposed Transaction between Infinity,
owner and operator of one of the country's largest groups of radio

15
<PAGE> 24

stations, and Westwood One, believed by the Company to be the nation's
second largest radio network. Although there can be no guarantee, the Board
believes that the relationship with Infinity resulting from the Proposed
Transaction will increase the Company's ability to enter into relationships
with Infinity radio stations having significant listening audiences in each
of the top radio markets, thereby increasing the Company's ability to offer
its advertisers valuable advertising time. Moreover, the Board believes
that the relationship with Infinity may provide the Company with greater
access to the significant radio talent that Infinity is able to obtain
through its considerable resources.

Fourth, the Board believes that the consolidation of the network
businesses of Unistar and Westwood One will provide the Company with the
opportunity to reduce costs over the long term and improve operations. It
is expected that costs will be reduced and operations improved through the
streamlining or elimination of duplicative functions, services and physical
facilities, where appropriate. Although no functions, services or
facilities have been specifically identified as of the date hereof,
examples of areas where cost savings may be achieved and operations
improved include production services, administrative and information
services.

Finally, the Board believes that the Management Agreement is in the
best interests of the Company and its shareholders in that it provides the
Company with the significant experience of Messrs. Karmazin and Suleman in
the radio advertising business. Moreover, unlike past compensation
arrangements with the Company's senior management which provided incentives
primarily through stock options, the Management Agreement will provide
Infinity with an incentive to improve the operations of the Company through
cash incentive compensation payable only in the event that the Company
meets certain operating results. See, "SPECIAL CONSIDERATIONS -- Risks
Associated with New Management -- Reliance on Messrs. Karmazin and
Suleman," "INFORMATION REGARDING INFINITY -- Management" and "MANAGEMENT
AGREEMENT."

In reaching its conclusion regarding the Proposed Transaction, the Board
also considered the risks associated with the Proposed Transaction, including
that the potential benefits set forth above may not be realized and the risks
associated with the significant increase in the Company's leverage, the
significant costs that would be incurred in connection with the termination of
the Management Agreement by the Company without Cause (as defined in the
Management Agreement) and Unistar's prior financial performance. Although the
financial performance of Unistar has improved significantly since Infinity
assumed management in February 1993 and such improvement is expected to
continue, there can be no guarantee that such improved financial performance
will continue or that Unistar will be profitable after the consummation of the
Proposed Transaction. See, "SPECIAL CONSIDERATIONS," "INFORMATION REGARDING
UNISTAR" and the Financial Statements of Unistar, and Notes thereto, included in
this Proxy Statement. The Board believes, however, that the positive factors
outweigh any negative factors.

For the reasons set forth above, the Board of Directors of the Company has
approved the Proposed Transaction pursuant to the terms of the Transaction
Agreements, and believes that the Proposed Transaction is fair to and in the
best interests of the Company and its shareholders. THE BOARD OF DIRECTORS
STRONGLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE PROPOSED
TRANSACTION.

Mr. Levine, a member of the Board of Directors and a principal of LLCP,
abstained from voting on the Proposed Transaction because LLCP is one of the
Company's financial advisors in connection with the Proposed Transaction. All
other directors of the Company voted to approve the Proposed Transaction. See,
"Financing Arrangements -- Other Financial Advisor."

Although Infinity has no present intention to acquire additional Westwood
One securities, it may, depending upon its evaluation of the Company's business
and prospects and upon future developments (including, but not limited to,
general economic and stock market conditions), determine to increase or decrease
its position in the Company, subject to the restrictions on the sale or transfer
of the Westwood One Shares, the Warrant and the Incentive Warrants set forth in
the Securities Purchase Agreement and the provisions of the Voting Agreement
which reduce the number of Board members that may be designated by

16
<PAGE> 25

INI in the event of certain decreases in its holdings of Westwood One
securities. See, "SECURITIES PURCHASE AGREEMENT" and "VOTING AGREEMENT."

OPINION OF FINANCIAL ADVISOR

As part of its role as financial advisor to the Company, DLJ was asked by
the Company to render an opinion to the Board of Directors as to the fairness to
the Company of the consideration to be paid by the Company in connection with
the Acquisition from a financial point of view. On November 2, 1993, DLJ advised
the Board of Directors that, subject to a review of the final Transaction
Agreements, it was prepared to deliver its oral opinion that the consideration
to be paid by the Company in connection with the Acquisition is fair to the
Company from a financial point of view. After a review of the definitive
Transaction Agreements, DLJ delivered to the Board of Directors its written
opinion that, based upon and subject to the matters set forth in the opinion, on
November 4, 1993, the consideration to be paid by the Company in connection with
the Acquisition is fair to the Company from a financial point of view.

THE FULL TEXT OF THE WRITTEN OPINION OF DLJ DATED NOVEMBER 4, 1993 IS
ATTACHED HERETO AS APPENDIX C. SHAREHOLDERS ARE URGED TO READ THE DLJ OPINION IN
ITS ENTIRETY FOR ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITS OF THE REVIEW
OF DLJ.

The DLJ opinion does not constitute a recommendation to any shareholder as
to how such shareholder should vote on the Proposed Transaction. DLJ's opinion
does not constitute an opinion as to the prices at which the Common Stock will
actually trade at any time. No restrictions or limitations were imposed by the
Board of Directors upon DLJ with respect to the investigations made or the
procedures followed by DLJ in rendering its opinion. However, certain
confidential, proprietary information of Unistar regarding advertisers and
station affiliation agreements material to Unistar's radio network business were
not disclosed by Unistar to the Company in connection with the Company's due
diligence investigation and, therefore, were not available to DLJ. See "SPECIAL
CONSIDERATIONS -- Limited Due Diligence."

In arriving at its opinion, DLJ reviewed financial and other information
that was publicly available or furnished to it by the Company, Unistar and
Infinity, including information provided during discussions with the respective
managements of the Company, Infinity and Unistar including consolidated
financial statements and other information of the Company and Unistar for the
fiscal years 1990 through 1992 and for the interim periods for the fiscal years
1992 and 1993. Included in the information provided were certain internal
financial analyses and forecasts for the Company and Unistar prepared by the
managements of the Company, Unistar and Infinity, respectively, as well as
certain pro forma internal financial analyses and forecasts for the combined
operations of the Company and Unistar prepared by the respective managements of
the Company, Unistar and Infinity. DLJ's analyses included, but were not limited
to a discounted cash flow analysis of Unistar, a review of prices and implied
multiples paid in certain other business combinations, a comparison of certain
financial and securities data of the Company and Unistar with various companies
whose securities are traded in public markets, a review of the impact of the
Proposed Transaction on earnings attributable to the Common Stock, a discounted
cash flow analysis of the Company pro forma for the Proposed Transaction and
stand alone, and a review of the historical stock prices and trading volumes of
the Common Stock. DLJ also discussed the past and current operations, financial
condition and prospects of the Company and Unistar with the respective
managements of the Company, Unistar and Infinity, held discussions with the
management and representatives of the Company and Infinity concerning the New
Senior Loan and conducted such other financial studies, analyses and
investigations as DLJ deemed appropriate for purposes of its opinion.

In rendering its opinion, DLJ relied upon and assumed, without independent
verification, the accuracy, completeness and fairness of all of the financial
and other information that was available to it from public sources, that was
provided to it by the Company, Infinity and Unistar or their respective
representatives, or that was otherwise reviewed by it, as described more fully
above. DLJ also assumed that the financial forecasts supplied to it were
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the respective managements of the Company, Unistar and Infinity
as to the future operating and financial performance of the Company and Unistar
individually and on a combined basis. DLJ did not make any independent
evaluation of the assets, liabilities or operations of the Company or Unistar,
nor did DLJ

17
<PAGE> 26

verify the information reviewed by it. DLJ made no independent investigation of
any legal matters affecting the Company, Infinity or Unistar and assumed the
correctness of all legal advice given to the Board of Directors of the Company
by its counsel.

DLJ's opinion is necessarily based on economic, market, financial and other
conditions as they existed on, and on the information made available to it as of
the date of its opinion. It should be understood that, although subsequent
developments may affect its opinion, DLJ does not have any obligation to update,
revise or reaffirm its opinion.

The following is a summary of the material factors considered and principal
financial analyses performed by DLJ to arrive at its November 4, 1993 fairness
opinion. DLJ performed certain procedures, including each of the financial
analyses described below and reviewed with the respective managements of the
Company, Unistar and Infinity the assumptions described below on which such
analyses were based and other factors, including the current and projected
financial results of such companies.

Discounted Cash Flow Analysis Of Unistar. DLJ performed a discounted cash
flow analysis of Unistar on a stand alone basis. In conducting its analysis, DLJ
relied upon financial projections provided by the respective managements of the
Company, Unistar and Infinity. Utilizing a range of discount rates from 10% to
20% and a range of terminal multiples from 9 times to 13 times on 1997 cash flow
to determine the present value of its future earnings, this analysis indicated a
range of values for Unistar of $102.6 million to $191.4 million. The results of
the analysis are not necessarily indicative of future operating results or
financial position.

Selected Transaction Analysis. DLJ reviewed publicly available information
for four selected transactions involving the combination of selected companies
in the radio and television broadcasting industry. The four transactions
selected are not intended to represent the complete list of radio and television
broadcasting transactions which have occurred during the last two years; rather
they included only transactions involving combinations with companies with
operating characteristics, size or financial performance characteristics
believed to be comparable to such characteristics of Unistar and the Company.
For those of the selected transactions which were announced in each of the
calendar years 1992 and 1993 to date, DLJ reviewed the consideration paid in
such transactions in terms of the market capitalization of common stock plus
total debt less cash and equivalents ("Adjusted Price") of such transactions as
a multiple of revenues and earnings before depreciation, amortization, interest
and income taxes ("EBITDA") for the latest reported twelve months prior to the
announcement of such transaction ("LTM Revenues" and "LTM EBITDA,"
respectively). The ratio of Adjusted Price to LTM Revenues for the selected
transactions announced in each of the calendar years 1992 through 1993 to date
ranged from 3.5 times to 1.7 times and was 1.9 times for Unistar. The ratio of
Adjusted Price to LTM EBITDA for the selected transactions ranged from 60.5
times to 7.4 times and was 12.8 times for Unistar. The four selected
transactions included the acquisitions of Univision, a Spanish language U.S.
television broadcaster, Pinelands, a company whose primary business is the
ownership of WWOR-TV, Jacor Communications, an owner of radio stations and a
radio news service, and Silver King Communication, an owner of television
stations.

DLJ also reviewed publicly available information for eighteen selected
transactions involving the combination of selected radio stations. DLJ reviewed
the consideration paid in such transactions in terms of the Adjusted Price of
such transactions as a multiple of calendar 1992 revenues ("1992 Revenues"),
calendar 1992 EBITDA ("1992 EBITDA"), Estimated calendar 1993 revenues ("1993
Estimated Revenues") and Estimated calendar 1993 EBITDA ("1993 Estimated
EBITDA"). The ratio of Adjusted Price to 1992 Revenues for the selected
transactions ranged from 7.5 times to 2.1 times and was 1.9 times for Unistar.
The ratio of Adjusted Price to 1993 Estimated Revenues for the selected
transactions ranged from 4.1 times to 1.8 times and was 1.8 times for Unistar.
The ratio of Adjusted Price to 1992 EBITDA for the selected transactions ranged
from 20.0 times to 5.5 times and was 12.8 times for Unistar. The ratio of
Adjusted Price to 1993 Estimated EBITDA for the selected transactions ranged
from 11.0 times to 6.7 times and was 10.1 times for Unistar. The eighteen
selected transactions included the acquisitions by other companies in the radio
and television broadcasting business of KRTH-FM, WYNY-FM, KQLZ-FM and WYAY-FM,
among others.

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<PAGE> 27

Although these various merger and acquisition transactions were used for
comparison purposes, none of such transactions is directly comparable to the
Proposed Transaction.

Analysis of Certain Other Publicly Traded Companies. To provide contextual
data and comparative market information, DLJ compared selected historical share
price, earnings, and operating and financial ratios for the Company and Unistar
to the corresponding data and ratios of certain other radio broadcasting
companies whose securities are publicly traded, including Infinity, Saga
Communications, EZ Communications, Clear Channel Communications, Evergreen
Media, SFX Broadcasting and Broadcasting Partners. Such data and ratios included
Adjusted Price as a multiple of Revenues and EBITDA for the latest reported
twelve months. The ratio of Adjusted Price to Revenues for the companies
reviewed ranged from 7.8 times to 3.6 times and was 1.9 times for Unistar. The
ratio of Adjusted Price to EBITDA for the companies reviewed ranged from 18.2
times to 10.9 times and was 12.8 times for Unistar.

In aggregate, DLJ compared the Company and Unistar to two publicly traded
companies (CBS Inc. and Capital Cities/ABC Inc.) with significant radio
broadcasting assets. Although DLJ used these companies for comparison purposes,
neither of such companies are directly comparable to the Company and Unistar.

The ratio of Adjusted Price to LTM Revenues for the companies reviewed
ranged from 1.8 times to 1.4 times and was 1.9 times for Unistar. The ratio of
Adjusted Price to LTM EBITDA for the companies reviewed ranged from 13.1 times
to 10.9 times and was 12.8 times for Unistar.

Pro Forma Transaction Analysis. DLJ analyzed certain pro forma effects
resulting from the Proposed Transaction. In conducting its analysis, DLJ relied
upon the assumptions described above and financial projections provided by the
respective managements of the Company, Unistar and Infinity. DLJ also reviewed,
without independent verification, the range of cost savings achievable in 1994
by combining the operations of the Company, Unistar and Infinity as projected by
the managements of the Company, Unistar and Infinity. DLJ analyzed the pro forma
effect of such synergies on EBITDA, net income and earnings per share for the
Company. The analysis indicated that the pro forma earnings per share of the
Company would be higher in the fiscal year ending 1993 and in the fiscal year
ending 1994 than comparable projections for the Company as a stand alone company
during the same period. The results of the pro forma combination analysis are
not necessarily indicative of future operating results or financial position.

Discounted Cash Flow Analysis. DLJ performed a discounted cash flow
analysis for the Company on a pro forma combined basis and compared it to a
discounted cash flow analysis of the Company on a stand alone basis. In
conducting its analysis, DLJ relied upon certain assumptions described above and
financial projections provided by the respective managements of the Company,
Unistar and Infinity. DLJ also reviewed, without independent verification, the
range of cost savings achievable by combining the operations of the Company and
Unistar as projected by the managements of the Company, Unistar and Infinity.
DLJ analyzed the pro forma effect of such synergies on the projected cash flow
of the Company assuming the consummation of the Proposed Transaction. The
analysis indicated that the pro forma value per share of the Company would be
higher than comparable projections for the Company as a stand alone company. The
results of the pro forma combination analysis are not necessarily indicative of
future operating results or financial position.

Stock Trading History. To provide contextual data and comparative market
data, DLJ examined the history of the trading prices for the Common Stock since
October 1990, with particular focus on the 36 months ended October 8, 1993. The
Common Stock closed at $3.50 on October 8, 1993, the last trading day prior to
the announcement of the signing of the letter of intent between the Company,
Unistar, Infinity and Mr. Pattiz. On October 11, 1993, the first trading day
after the announcement of the letter of intent, the Common Stock closed at
$4.50, representing a 28.6% increase over the prior close. The Common Stock has
closed as high as $9.25 since the announcement, a price it has not reached since
January 1990. The Common Stock closed at $8 1/16 on January 7, 1994.

The summary set forth above does not purport to be a complete description
of the analyses performed by DLJ. The preparation of a fairness opinion involves
various determinations as to the most appropriate and relevant methods of
financial analyses and the application of these methods to the particular
circumstances and, therefore, such an opinion is not readily susceptible to
summary description. Accordingly, notwithstand-

19
<PAGE> 28

ing the separate factors summarized above, DLJ believes that its analyses must
be considered as a whole and that selecting portions of its analysis and the
factors considered by it, without considering all analyses and factors, could
create an incomplete view of the evaluation process underlying its opinions. In
performing its analyses, DLJ made numerous assumptions with respect to industry
performance, business and economic conditions and other matters. The analyses
performed by DLJ are not necessarily indicative of actual values or future
results, which may be significantly more or less favorable than suggested by
such analyses.

The Board of Directors selected DLJ as its financial advisor because it is
a nationally recognized investment banking firm and the principals of DLJ have
substantial experience in transactions similar to the Proposed Transaction and
are familiar with the Company and its business. As part of its investment
banking business, DLJ is continually engaged in the valuation of businesses and
their securities in connection with mergers and acquisitions.

Pursuant to the terms of an engagement letter dated October 19, 1993, the
Company has agreed to pay DLJ a retainer of $50,000 and a fee of $300,000 due at
the time of the delivery of the fairness opinion noted above and payable upon
the Closing or termination of the Proposed Transaction. In addition, the Company
agreed to pay DLJ $731,250 upon consummation of the Proposed Transaction. The
Company has also agreed to reimburse DLJ promptly for all out-of-pocket expenses
(including the reasonable fees and out-of-pocket expenses of counsel) incurred
by DLJ in connection with its engagement, and to indemnify DLJ and certain
related persons against certain liabilities in connection with its engagement,
including liabilities under the federal securities laws. The terms of the fee
arrangement with DLJ, which DLJ and the Company believe is customary in
transactions of this nature, were negotiated at arm's length between the Company
and DLJ and the Board of Directors was aware of such arrangement, including the
fact that a significant portion of the aggregate fee payable to DLJ is
contingent upon consummation of the Proposed Transaction. DLJ has from time to
time rendered various investment banking and other financial advisory services
to the Company. Since January 1991, DLJ has earned compensation with respect to
such services of approximately $1,025,000. In addition, in the past two years,
DLJ has performed various investment banking services for Infinity in matters
unrelated to the Proposed Transaction for which DLJ has received an aggregate of
approximately $2,107,000.

In the ordinary course of business, DLJ actively trades the securities of
both the Company and Infinity for its own account and for the accounts of its
customers and, accordingly, may at any time hold a long or short position in
such securities. In addition, at December 31, 1993, the parent company of DLJ,
The Equitable Life Assurance Society of the United States, beneficially owned
approximately 7.7% of the Common Stock of the Company (See, "INFORMATION
REGARDING WESTWOOD ONE -- Principal Shareholders").

FEDERAL INCOME TAX CONSEQUENCES

Acquisition of Unistar Shares. No gain or loss will be recognized by the
Company as a result of the Acquisition. After the consummation of the
Acquisition, the Company will file consolidated returns with Unistar reflecting
the income and losses of both companies. It is currently not anticipated that
the Company will benefit from any tax loss carryforward from Unistar. Any
deductions for depreciation or amortization will be based on the pre-Acquisition
adjusted basis in the assets of Unistar of approximately $4,000,000.

Pursuant to the Acquisition Agreement, UCGI will provide the Company with
certain limited indemnification from and against any claim, loss, liability,
damage or expense (including reasonable attorneys' fees and costs of appeals)
("Losses") resulting from certain tax liabilities, including certain tax
liabilities which may arise out of the Acquisition. Subject to certain
limitations, Infinity will be jointly and severally liable for UCGI's
indemnification obligations. See, "ACQUISITION AGREEMENT -- Indemnification."

Management Agreement. The Company anticipates that the base management fee
and any cash incentive compensation payable to Infinity pursuant to the
Management Agreement will be a deductible business expense. See, "MANAGEMENT
AGREEMENT."

No assurance can be given that the Internal Revenue Service will agree with
all, or any, of the anticipated tax consequences described above. Because of the
complexity of the tax law and applicable regulations, and the lack of direct
authority on many of the issues, other tax treatments of the Proposed
Transaction, which

20
<PAGE> 29

could be less favorable to the Company, are possible. Changes in the law and
regulations may also affect the consequences discussed above.

ACCOUNTING TREATMENT

Upon the Closing, the Company will account for the Acquisition under the
purchase method.

REGULATORY MATTERS

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"), and the rules promulgated thereunder by the Federal Trade
Commission (the "FTC"), the Acquisition and the acquisition by INI of the
Westwood One Shares may not be consummated until (i) notifications have been
given and certain information has been furnished to the FTC and the Antitrust
Division of the Department of Justice, and (ii) specified waiting periods under
the HSR Act have been terminated or expired. The Company, Unistar and INI each
filed its respective notification and report forms under the HSR Act on November
24, 1993 and each requested early termination of the waiting periods. The
waiting periods for each of these filings expired on December 24, 1993.

Notwithstanding the expiration of the waiting periods under the HSR Act,
federal and state antitrust enforcement authorities may take any action under
antitrust laws deemed necessary or desirable in the public interest, including
seeking to enjoin the Acquisition or the acquisition of the Westwood One Shares
by INI. Private parties may also bring legal actions under the antitrust laws in
certain circumstances. The Company believes the Proposed Transaction can be
effected in compliance with applicable antitrust laws. There can be no
assurance, however, that antitrust challenges will not be raised or that, if
raised, the Company or INI will prevail.

21
<PAGE> 30

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

The following Unaudited Pro Forma Combined financial data presents the Pro
Forma Combined Condensed Balance Sheet at August 31, 1993, giving effect to the
Proposed Transaction and the execution of the New Senior Loan, as if the Closing
had taken place on that date. Also presented are the Unaudited Pro Forma
Combined Statements of Operations for the nine months ended August 31, 1993 and
for the year ended November 30, 1992, giving effect to the Proposed Transaction
and the execution of the New Senior Loan, as if the Closing had taken place as
of the beginning of the periods presented.

These pro forma statements and accompanying notes are based upon and should
be read in conjunction with the historical Financial Statements and related
notes thereto of each of the Company and Unistar included elsewhere herein,
giving effect to the Proposed Transaction under the assumptions and adjustments
in the accompanying Notes To Unaudited Pro Forma Combined Condensed Financial
Statements. The pro forma information presented does not purport to represent
the actual results which would have occurred if the Proposed Transaction had
been consummated on the dates or for the periods indicated, nor is it indicative
of the operating results in any future period.

22
<PAGE> 31

WESTWOOD ONE, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
AT AUGUST 31, 1993
(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
----------------------- --------------------------
WESTWOOD ONE UNISTAR ADJUSTMENTS COMBINED
------------ -------- ----------- --------
(NOTE C)
<S> <C> <C> <C> <C>
CURRENT ASSETS................................ $ 32,636 $ 18,029 $ (16,897)(1) $ 51,168
(20,089)(2)
125,000(3)
15,000(4)
(102,511)(5)
PROPERTY AND EQUIPMENT........................ 16,349 3,679 -- 20,028
DEFERRED PRODUCTION COSTS..................... 7,009 -- -- 7,009
INTANGIBLE ASSETS, NET OF ACCUMULATED
AMORTIZATION................................ 91,507 -- (22,430)(1) 191,496
15,000(2)
5,089(2)
102,330(8)
INVESTMENT IN DISCONTINUED OPERATIONS......... 23,608 -- -- 23,608
OTHER ASSETS.................................. 6,616 102,330 2,500(5) 10,116
1,000(7)
(102,330)(8)
------------ -------- ----------- --------
TOTAL ASSETS.................................. $177,725 $124,038 $ 1,662 $303,425
------------ -------- ----------- --------
------------ -------- ----------- --------
</TABLE>

<TABLE>
<S> <C> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES........................... $ 43,691 $ 22,521 $ (22,521)(1) $ 28,391(9)
(15,300)(5)
LONG-TERM DEBT................................ 66,057 102,905 (18,194)(1) 157,931(9)
125,000(3)
(84,711)(5)
(33,126)(6)
OTHER LIABILITIES............................. 11,962 -- -- 11,962
------------ -------- ----------- --------
TOTAL LIABILITIES........................ 121,710 125,426 (48,852) 198,284
SHAREHOLDERS' EQUITY.......................... 56,015 (1,388) 1,388(1) 105,141
15,000(4)
33,126(6)
1,000(7)
------------ -------- ----------- --------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY................................. $177,725 $124,038 $ 1,662 $303,425
------------ -------- ----------- --------
------------ -------- ----------- --------
</TABLE>

See Accompanying Notes to Pro Forma Combined Condensed Financial Statements.

23
<PAGE> 32

WESTWOOD ONE, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED AUGUST 31, 1993
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
------------------------- --------------------------
WESTWOOD ONE UNISTAR ADJUSTMENTS COMBINED
------------- ------- ------------ ---------
(NOTE D)
<S> <C> <C> <C> <C>
REVENUE................................... $71,266 $50,958 -- $ 122,224
OPERATING COSTS AND EXPENSES.............. 74,265 47,236 (822)(1) 120,834
155(2)
--(5)
------------- ------- ------------ ---------
OPERATING INCOME (LOSS)................... (2,999) 3,722 667 1,390
------------- ------- ------------ ---------
Interest Expense.......................... 4,998 4,743 (1,491)(3) 8,250
Other Expense (Income).................... (42) 311 -- 269
------------- ------- ------------ ---------
4,956 5,054 (1,491) 8,519
------------- ------- ------------ ---------
LOSS BEFORE TAXES AND DISCONTINUED
OPERATIONS.............................. (7,955) (1,332) 2,158 (7,129)
PROVISION FOR INCOME TAXES................ -- 57 -- 57
------------- ------- ------------ ---------
(LOSS) FROM CONTINUING OPERATIONS......... (7,955) (1,389) 2,158 (7,186)
------------- ------- ------------ ---------
------------- ------- ------------ ---------
(LOSS) PER SHARE FROM CONTINUING
OPERATIONS.............................. $ (0.53) $ (0.24)
------------- ---------
------------- ---------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING............................. 15,021 14,465(4) 29,486
------------- ------------ ---------
------------- ------------ ---------
</TABLE>

See Accompanying Notes to Pro Forma Combined Condensed Financial Statements.

24
<PAGE> 33

WESTWOOD ONE, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED NOVEMBER 30, 1992
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
-------------------------- -------------------------
WESTWOOD ONE UNISTAR ADJUSTMENTS COMBINED
------------- -------- ------------ --------
(NOTE D)
<S> <C> <C> <C> <C>
REVENUE.................................. $ 101,290 $ 58,053 -- $159,343
OPERATING COSTS AND EXPENSES............. 119,990 66,374 965(1) 181,354
(5,975)(2)
--(5)
------------- -------- ------------ --------
OPERATING (LOSS)......................... (18,700) (8,321) 5,010 (22,011)
------------- -------- ------------ --------
Interest Expense......................... 5,562 7,768 (2,330)(3) 11,000
Other Expense............................ 301 5,404 -- 5,705
Equity in Net Loss and Loss on Sale of
Unconsolidated Subsidiaries............ 7,325 435 -- 7,760
------------- -------- ------------ --------
13,188 13,607 (2,330) 24,465
------------- -------- ------------ --------
LOSS BEFORE TAXES AND
DISCONTINUED OPERATIONS................ (31,888) (21,928) 7,340 (46,476)
PROVISION (BENEFIT) FOR INCOME TAXES..... (10,491) 82 -- (10,409)
------------- -------- ------------ --------
(LOSS) FROM CONTINUING OPERATIONS........ (21,397) (22,010) 7,340 (36,067)
------------- -------- ------------ --------
------------- -------- ------------ --------
(LOSS) PER SHARE FROM CONTINUING
OPERATIONS............................. ($ 1.44) ($ 1.23)
------------- --------
------------- --------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING............................ 14,906 14,465(4) 29,371
------------- ------------ --------
------------- ------------ --------
</TABLE>

See Accompanying Notes to Pro Forma Combined Condensed Financial Statements.

25
<PAGE> 34

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

NOTE A -- DESCRIPTION OF PROPOSED TRANSACTION:

Westwood One has entered into the Acquisition to purchase the Unistar
Shares for $16.6 million. In addition, at the Closing, the Company will assume
and repay the Retained Debt of $84.7 million. Westwood One will purchase the
Unistar Shares less the Assigned Assets and the Assumed Liabilities. In
addition, INI, a subsidiary of Infinity, will purchase at the Closing 5,000,000
shares of Common Stock along with a ten-year warrant to purchase 3,000,000
shares of Common Stock, which will vest over three years, at $3.00 per share,
for an aggregate consideration of $15 million.

NOTE B -- BASIS OF PRESENTATION:

The unaudited pro forma combined condensed balance sheet at August 31, 1993
includes the balance sheet of Westwood One at August 31, 1993 and Unistar at
September 30, 1993.

The pro forma combined condensed statement of operations for the period
ended August 31, 1993 includes the results of operations of Westwood One for the
nine months ended August 31, 1993 and Unistar for the nine months ended
September 30, 1993. Information for the year ended November 30, 1992 includes
the results of operations of Westwood One for the year ended November 30, 1992
and the results of operations of Unistar for the year ended December 31, 1992.

As further discussed in Note 2 to Westwood One's historical Financial
Statements included elsewhere herein, the assets and liabilities of Westwood
One's discontinued operations have been recorded as an Investment in
Discontinued Operations on the historical August 31, 1993 balance sheet. In
accordance with generally accepted accounting principles, Westwood One's
historical November 30, 1992 balance sheet has not been reclassified.

26
<PAGE> 35

NOTE C -- PRO FORMA ADJUSTMENTS FOR UNAUDITED PRO FORMA COMBINED CONDENSED
BALANCE SHEET (IN 000'S, EXCEPT SHARE AMOUNTS):

Amounts in parentheses represent adjustments decreasing historical
balances.

The summary recap below reconciles Unistar's historical September 30, 1993
balance sheet to the preliminary fair values reflected for Unistar assets and
liabilities acquired, after the allocation of the $16,589 Acquisition of the
Unistar Shares plus $3,500 estimated costs of the Acquisition, aggregating
$20,089. During fiscal 1994, Westwood One will make its final allocation of the
aggregate consideration paid in connection with the Acquisition. Therefore, the
preliminary allocation reflected below (and the related amortization expense in
the Unaudited Pro Forma Combined Condensed Statements of Operations) may differ
from the amounts and asset categories ultimately determined.

<TABLE>
<CAPTION>
PRO FORMA HISTORICAL PRELIMINARY
ADJUSTMENT #1 BASIS OF PRO FORMA FAIR VALUE OF
HISTORICAL BELOW ASSETS AND ADJUSTMENT #2 ASSETS AND
UNISTAR (PRE-CLOSING LIABILITIES BELOW LIABILITIES
BALANCE DISTRIBUTION TO ACQUIRED (ALLOCATION OF ACQUIRED FROM
SHEET UCGI) FROM UNISTAR PURCHASE PRICE) UNISTAR
------------ --------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C>
Current assets................... $ 18,029 $ (16,897) $ 1,132 -- $ 1,132
Property and equipment........... 3,679 -- 3,679 -- 3,679
Intangible assets (station
affiliation agreements
acquired)...................... -- -- -- $15,000 15,000
Intangible assets (goodwill)..... 102,330 (22,430) 79,900 5,089 84,989
------------ --------------- ------------ --------------- ---------------
Total assets........... $124,038 $ (39,327) $ 84,711 $20,089 $ 104,800
------------ --------------- ------------ --------------- ---------------
------------ --------------- ------------ --------------- ---------------
Current liabilities.............. $ 22,521 $ (22,521) -- -- --
Long-term debt................... 102,905 (18,194) $ 84,711 -- $ 84,711
Shareholders' equity............. (1,388) 1,388 -- -- --
------------ --------------- ------------ --------------- ---------------
Total liabilities and
shareholders'
equity............... $124,038 $ (39,327) $ 84,711 -- $ 84,711
------------ --------------- ------------ --------------- ---------------
------------ --------------- ------------ --------------- ---------------
</TABLE>

1. To record, prior to Closing, Unistar's distribution to UCGI of the
historical Unistar Assigned Assets and Assumed Liabilities. To eliminate
historical Unistar stockholder's deficiency.

<TABLE>
<S> <C>
Current assets (excluding prepaid expenses)............................... $(16,897)
Current liabilities....................................................... (22,521)
Long-term debt............................................................ (18,194)
Shareholders' equity...................................................... 1,388
--------
Intangible assets (adjustment of goodwill)...................... $(22,430)
--------
--------
</TABLE>

2. To reflect and allocate, at Closing, the cash purchase price of the
acquired assets and liabilities based upon preliminary estimated fair values.
See "SPECIAL CONSIDERATIONS -- Limited Due Diligence" for a discussion of the
lack of information provided the Company regarding station affiliation
agreements material to Unistar's radio network businesses. In the absence of
such information, Westwood One management has developed a preliminary value for
this pool of agreements based upon its experience in valuing a similar asset
pool acquired as part of prior purchases of radio networks.

<TABLE>
<S> <C>
Intangible assets (preliminary value of station affiliation agreements
acquired)............................................................... $ 15,000
Intangible assets (goodwill).............................................. 5,089
--------
Current assets (cash purchase price: $16,589 for Acquisition of
Unistar Shares plus $3,500 estimated costs of the
Acquisition)................................................... $(20,089)
--------
--------
</TABLE>

3. To record, at Closing, borrowings on the New Senior Loan:

<TABLE>
<S> <C>
Current assets (cash)..................................................... $125,000
--------
--------
Long-term debt............................................................ $125,000
--------
--------
</TABLE>

27
<PAGE> 36

4. To reflect the sale, at Closing, of the 5,000,000 Westwood One Shares to
INI.

<TABLE>
<S> <C>
Current assets (cash)..................................................... $ 15,000
--------
--------
Shareholders' equity...................................................... $ 15,000
--------
--------
</TABLE>

5. To reflect, at Closing, the payment of costs related to obtaining the
New Senior Loan and repayment of the Retained Debt and certain Westwood One
debt:

<TABLE>
<S> <C>
Long-term debt (repayment of the Retained Debt).......................... $ (84,711)
Current liabilities (repayment of Westwood One's revolving facility and
term loan with bank, which subsequent to August 31, 1993 was replaced
with a new senior debt agreement)...................................... (15,300)
Other assets (estimated costs of obtaining the New Senior Loan).......... 2,500
---------
Current assets (cash).......................................... $(102,511)
---------
---------
</TABLE>

6. To reflect, as of August 31, 1993, the assumed conversion of the 9%
Debentures to Common Stock (the anticipated issuance of additional shares upon
conversion will occur subsequent to the Closing in connection with Westwood
One's redemption of the 9% Debentures).

<TABLE>
<S> <C>
Long-term debt............................................................ $(33,126)
--------
--------
Shareholders' equity...................................................... $ 33,126
--------
--------
</TABLE>

7. To record the estimated fair market value of 1,500,000 Incentive
Warrants issued to INI in connection with the Management Agreement.

<TABLE>
<S> <C>
Other assets (deferred compensation)........................................ $1,000
------
------
Shareholders' equity........................................................ $1,000
------
------
</TABLE>

8. To conform Unistar's classification of intangible assets with Westwood
One's presentation.

<TABLE>
<S> <C>
Intangible assets........................................................ $ 102,330
---------
---------
Other assets............................................................. $(102,330)
---------
---------
</TABLE>

9. Long-term debt includes the New Senior Loan of $125,000 and the 6 3/4%,
Debentures of $15,443 (a total of $140,443). It also includes the $17,488
long-term portion of a revolving credit facility of a wholly-owned subsidiary of
Westwood One, Westwood One Stations Group (the $2,846 current portion is
included in current liabilities). Effective November 1, 1993, the revolving
credit facility was completely satisfied in exchange for the outstanding stock
of Radio & Records and the net assets of Westwood One Stations Group, which were
acquired by the lendor upon the exercise of an option. Interest expense relating
to the revolving credit facility has been charged to discontinued operations
and, therefore, is not reflected in the Unaudited Pro Forma Combined Condensed
Statements of Operations.

28
<PAGE> 37

NOTE D -- PRO FORMA ADJUSTMENTS FOR UNAUDITED PRO FORMA COMBINED
CONDENSED STATEMENTS OF OPERATIONS (IN 000'S, EXCEPT SHARE AMOUNTS):

1. To adjust amortization (i) to conform Unistar's amortization period for
goodwill to the 40 year period used by Westwood One and (ii) to amortize the
value assigned to Unistar station affiliation agreements acquired in the
preliminary purchase price allocation. The Unistar station affiliation
agreements acquired are amortized over their useful life (approximately forty
years) on an accelerated method which approximates the rate at which stations
are projected to terminate their affiliation to the network. It is management's
intention to change its accounting method prospectively for previously acquired
station affiliation agreements in order to conform to this accounting method.

2. To record and adjust for the Management Agreement:

<TABLE>
<CAPTION>
NINE MONTHS FISCAL YEAR
ENDED ENDED
AUGUST 31, NOVEMBER 30,
1993 1992
----------- ------------
<S> <C> <C>
Base management fee due Infinity in connection with the Management
Agreement........................................................ $ 1,500 $ 2,000
Elimination of fees associated with Unistar management agreement
and compensation and related benefits for certain management of
Unistar and Westwood One (Chief Financial Officer) which would
not have been incurred had the Management Agreement been in
effect........................................................... (1,570) (2,457)
One-time severance, termination and other related expenses incurred
in 1992 attributable to certain changes in Unistar management as
a result of the current Management Agreement between Unistar and
Infinity......................................................... -- (5,818)
Compensation expense related to the 1,500,000 Incentive Warrants
issued in connection with the Management Agreement at various
prices........................................................... 150 200
Estimated reimbursable out-of-pocket expenses expected to be
incurred by Infinity in connection with the Management
Agreement........................................................ 75 100
----------- ------------
Total adjustment to operating costs and expenses......... $ 155 $ (5,975)
----------- ------------
----------- ------------
</TABLE>

3. To adjust historical interest expense for outstanding debt consisting of
the $125 million New Senior Loan (assumed 7 1/2% interest rate based upon
preliminary discussions with lenders) and the 6 3/4% Debentures. Interest
expense will increase or decrease by $156 for every 1/8% change in the assumed
interest rate. The adjustment also includes straight-line amortization, over an
assumed eight year period, of deferred costs of obtaining the New Senior Loan.
The components of the adjustment are set forth below:

<TABLE>
<CAPTION>
NINE MONTHS FISCAL YEAR
ENDED ENDED
AUGUST 31, NOVEMBER 30,
1993 1992
----------- ------------
<S> <C> <C>
Interest and deferred debt cost amortization relating to the New
Senior Loan...................................................... $ 7,266 $ 9,688
Elimination of interest and deferred debt cost amortization
relating to Unistar's Retained Debt and Westwood One's 9%
Debentures and revolving facility and term loan with bank........ (8,757) (12,018)
----------- ------------
Total adjustment to interest expense..................... $(1,491) $ (2,330)
----------- ------------
----------- ------------
</TABLE>

4. To adjust weighted average number of shares outstanding to reflect the
sale of the 5,000,000 Westwood One Shares to INI and the conversion to Common
Stock of the 9% Debentures (the assumed conversion will occur subsequent to the
Closing in connection with Westwood One's redemption of its 9% Debentures).

5. No adjustment reflecting potential cost reductions which may occur as a
result of the Proposed Transaction has been made. Preliminary estimates indicate
a potential annual savings of $3,000 to $5,000 (including the eventual
elimination of any duplicate facilities, although none have yet been
specifically identified). However, no assurance can be given that such savings
will be realized.

29
<PAGE> 38

ACQUISITION AGREEMENT

This section of the Proxy Statement describes all material aspects of the
Acquisition Agreement. The following description does not purport to be complete
and it is qualified in its entirety by reference to the Acquisition Agreement
which is attached as Appendix "A" to this Proxy Statement and is incorporated
herein by reference.

TERMS OF THE AGREEMENT

Pursuant to the terms of the Acquisition Agreement, at the Closing, the
Company will acquire from UCGI the Unistar Shares, consisting of 1,000 shares of
common stock constituting all of the issued and outstanding shares of capital
stock of Unistar, free and clear of any and all liens, claims or encumbrances of
any kind (other than any of the foregoing resulting from actions of the
Company.) In consideration of the sale of the Unistar Shares, at the Closing the
Company will pay UCGI $16,589,235 from the proceeds of the New Senior Loan by
wire transfer of immediately available funds. In addition, the Company will
assume and repay the $84,710,765 Retained Debt at the Closing with a portion of
the proceeds of the New Senior Loan. Prior to the Closing, Unistar will
distribute and assign, and UCGI will receive and assume, the Assigned Assets and
the Assumed Liabilities. As a result, at the Closing the Company will acquire,
net of the Assigned Assets and the Assumed Liabilities (some of which relate to
TMRG, a company which provides a range of market research information and
services to the radio industry), all of Unistar's rights in the property and
assets owned, leased or used by it in connection with the Business and the
Unistar Networks. See, "THE PROPOSED TRANSACTION -- Acquisition of Unistar" and
"INFORMATION REGARDING UNISTAR."

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of UCGI and Infinity. The Acquisition
Agreement contains various customary representations and warranties, including,
among other things, representations and warranties by UCGI and Infinity as to
(i) title to the Unistar Shares, (ii) the authorized capital stock of Unistar,
(iii) corporate organization of UCGI and Unistar, (iv) due authorization,
execution, delivery, performance and enforceability of the Acquisition
Agreement, (v) absence of conflicts under UCGI's and Unistar's charter and
bylaws and violations of any laws, and required consents and approvals, (vi)
title to assets material to the Business, (vii) the financial information of
UCGI and the Business, (viii) the absence of certain undisclosed liabilities,
(ix) pending or threatened litigation, (x) Unistar's employees, employee benefit
plans and labor matters, (xi) the proper filing of returns and payment of taxes,
(xii) the absence of certain material adverse changes, (xiii) compliance with
applicable law, (xiv) the absence of defaults under certain agreements, (xv)
environmental matters, (xvi) trademark, tradename, service mark, copyright,
trade secret and other intellectual property rights material to the Business and
the Unistar Networks, (xvii) insurance coverage, (xviii) transactions with
affiliates, and (xix) the absence of any material untrue statement or omission
in the foregoing representations and warranties.

All the representations and warranties contain numerous exceptions and
limitations, and the representations and warranties set forth in (viii)-(xi) and
(xv)-(xvii) and (xix) above are limited to the knowledge of UCGI and Infinity.
In addition, to the extent that any representation or warranty of Infinity
relates to matters occurring prior to February 17, 1993, the date Infinity began
managing Unistar, such representation or warranty is limited to the knowledge of
Infinity. "Knowledge" means the actual knowledge of Mel Karmazin or Farid
Suleman, Chief Executive Officer and Chief Financial Officer of Infinity,
respectively, or Charles N. Persing, Chief Financial Officer of Unistar. See
"-- Indemnification."

Representations of the Company. The Company's representations and
warranties to UCGI and Infinity include, among other things, representations and
warranties as to (i) the Company's organization, (ii) the due authorization,
execution, delivery, performance and enforceability of the Acquisition
Agreement, (iii) the absence of conflicts under the Company's charter and bylaws
and violations of any agreements or laws, and required consents and approvals,
(iv) pending or, to the knowledge of the Company, threatened litigation,

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<PAGE> 39

(v) investment intent and certain other securities law matters, and (vi) to the
knowledge of the Company, the absence of any material untrue statement or
omission in the foregoing representations and warranties.

Survival of Representations and Warranties. The representations and
warranties of the parties contained in the Acquisition Agreement will survive
the Closing until the earlier of (i) 18 months after the Closing Date, and (ii)
90 days following the certification by the Company's independent public
accountants of the Company's financial statements for the fiscal year ending
November 30, 1994 (the "Cutoff Date"), except that any representation or
warranty that would otherwise terminate after the Cutoff Date will survive until
final settlement or adjudication of such matter if notice of any inaccuracy or
breach is given on or before the Cutoff Date.

CERTAIN COVENANTS

Conduct of Business Prior to the Closing. Pursuant to the Acquisition
Agreement, UCGI and Unistar have made various covenants customary in
transactions of this type, including, among others, that, without the Company's
prior written consent, which will not be unreasonably withheld, from the date of
the Acquisition Agreement until the Closing, Unistar will conduct its business
in the ordinary course in substantially the same manner as it has been conducted
since February 17, 1993. In addition, UCGI and Unistar have agreed that, without
the Company's prior written consent, which will not be unreasonably withheld,
Unistar will not take certain actions, including (i) acquiring a substantial
portion of the assets of any business or division thereof or otherwise acquiring
any assets which are material to the Business, (ii) selling, leasing or
otherwise disposing of the assets of the Business except in the ordinary course,
(iii) granting any material increase in the compensation payable to any
employees of the Business or any material benefit increase in any employee
benefit plan, except in the ordinary course, (iv) creating, assuming or
incurring any mortgage, lien, pledge or other encumbrance on property used in
the Business, other than in the ordinary course, (v) amending, terminating or
waiving any right of substantial value material to the Business other than in
the ordinary course, (vi) entering into any lease for property or equipment or
any material agreement, except in the ordinary course, (vii) making capital
expenditures or commitments in excess of $100,000 in the aggregate, and (viii)
agreeing or committing to take any of the foregoing actions.

No Solicitation. The Acquisition Agreement provides that none of UCGI,
Unistar or Infinity, nor any of their officers, directors, employees,
affiliates, representatives or agents will, directly or indirectly, solicit,
initiate or participate in discussions regarding, or provide any information to
any person concerning, or otherwise cooperate in any way with (i) the
disposition of a substantial portion of the assets of Unistar, (ii) the sale of
any of the shares of capital stock of Unistar, or (iii) the merger,
consolidation or other combination of Unistar with another person.

Use of Name. The Acquisition Agreement provides that, after the Closing
Date, UCGI will take such actions as may be reasonably requested by the Company
in order to permit the Company to use all names used in connection with the
Business and the Unistar Networks, including the names "Unistar Radio Networks,"
"Unistar Communications Group" and all variations thereof. In addition, after
the Closing Date, UCGI will no longer use any of the foregoing names or
variations and will amend its certificate of incorporation to change its
corporate name to another dissimilar name.

Access to Information. The Acquisition Agreement provides that, prior to
the Closing, the Company and its representatives will, upon reasonable notice,
have reasonable access to the books of account, financial and corporate records,
contracts, leases, tax returns, properties and assets of Unistar relating to the
Business, except information regarding advertisers, talent agreements and
station affiliation agreements. Additionally, the Company has agreed to keep all
such information confidential. See "SPECIAL CONSIDERATIONS -- Limited Due
Diligence."

Pattiz to Vote in Favor of the Proposed Transaction. The Acquisition
Agreement provides that the Company will use its best efforts to cause Mr.
Pattiz to vote all his shares of Common Stock and Class B Stock in favor of the
Proposed Transaction. Mr. Pattiz has agreed to vote his shares of Common Stock
and Class B Stock in favor of the Proposed Transaction at the Special Meeting.
See, "THE SPECIAL MEETING -- Votes Required for Approval; Record Date; Voting at
the Meeting."

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<PAGE> 40

CONDITIONS

Conditions to Obligations of both Parties. The respective obligations of
the Company, on the one hand, and UCGI, on the other hand, to consummate the
Acquisition are conditioned upon, among other things, (i) the accuracy in all
material respects of the representations and warranties in the Acquisition
Agreement as of the Closing Date, (ii) the receipt by each party of an opinion
of counsel for the other party as to certain legal matters, (iii) the absence of
any injunction or other order of any court or agency prohibiting the
consummation of the Proposed Transaction, (iv) the expiration or termination of
all applicable waiting periods under the HSR Act, (v) the execution and delivery
at the Closing of the Management Agreement, the Voting Agreement, the
Registration Rights Agreement and the Securities Purchase Agreement, (vi) the
consummation of the transactions contemplated by the Securities Purchase
Agreement, (vii) the distribution by Unistar to UCGI of the Assigned Assets and
the assumption by UCGI of the Assumed Liabilities, and (viii) the receipt of all
material consents required to consummate the Acquisition.

Conditions to Obligations of the Company. In addition to the foregoing
conditions, the obligation of the Company to consummate the Acquisition is
conditioned upon (i) the approval of the Proposed Transaction by holders of a
majority of the voting power of the Company and the approval of the holders of a
majority of the shares of Common Stock, voting separately as a class, (ii) the
Company having entered into a credit agreement to provide financing in the
aggregate amount of $125,000,000 on terms reasonably acceptable to the Company,
and (iii) the release of all liens held by any lender to Unistar in any of the
assets of Unistar.

Conditions to Obligations of UCGI. The obligation of UCGI to consummate
the Acquisition is also conditioned upon (i) the appointment of Mel Karmazin and
Farid Suleman to the offices of Chief Executive Officer and Chief Financial
Officer, respectively, of the Company, (ii) the reconstitution of the Board of
Directors as contemplated by the Voting Agreement, (iii) the amendment of Mr.
Pattiz' employment agreement to provide that, effective as of the Closing Date,
Mr. Pattiz will no longer serve as Chief Executive Officer of the Company and
will serve only as Chairman of the Board, (iv) the amendment of the Company's
bylaws to change the title of President to Chief Executive Officer and provide
that the Chief Executive Officer will no longer be subject to the authority of
the Chairman of the Board, but only to the Board of Directors, and that the
Chief Financial Officer will no longer be subject to the authority of the
Chairman of the Board, but only to the Chief Executive Officer and the Board of
Directors, and (v) the payment by the Company of the Retained Debt. See "THE
PROPOSED TRANSACTION -- Management of Westwood by Infinity; -- Reconstitution of
Board of Directors" and "INFORMATION REGARDING INFINITY -- Management."

INDEMNIFICATION

Indemnification by UCGI. Under the Acquisition Agreement, UCGI has agreed
to indemnify and hold harmless the Company from and against any Losses resulting
from (i) any of the Assumed Liabilities, (ii) any material breach of any
representation, warranty, agreement or covenant made by UCGI or Unistar under
the Acquisition Agreement (but, with respect to any breach of a representation
or warranty, only to the extent that the aggregate amount of Losses resulting
from such breach exceeds $150,000), and (iii) specified tax liabilities (which
in some cases will be limited to a cumulative aggregate of $1,000,000). UCGI's
aggregate obligations for Losses resulting from (x) certain tax liabilities, and
(y) breaches of representations and warranties, will be limited to $15,000,000
unless any such Loss is the result of the intentional fraud of UCGI or Infinity,
in which case UCGI's aggregate obligations will not exceed $101,300,000.
Infinity has agreed to be jointly and severally liable for Unistar's
indemnification obligations under the Acquisition Agreement, except that with
respect to breaches of representations and warranties relating to events
occurring prior to February 17, 1993 Infinity will only be liable if it had
actual knowledge of such events, and Infinity will not be liable for the fraud
of UCGI if it did not have actual knowledge of such fraud. See
" -- Representations and Warranties."

Indemnification by the Company. The Company has agreed to indemnify and
hold harmless UCGI and Infinity from and against all Losses resulting from (i)
any breach of any representation, warranty, agreement or covenant of the Company
under the Acquisition Agreement (but, with respect to any breach of a
representation or warranty, only to the extent that the aggregate amount of
Losses resulting from such breach

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<PAGE> 41

exceeds $150,000), (ii) any liabilities and obligations of the Company incurred
with respect to its operation of the Business after the Closing, and (iii) the
Retained Debt. Additionally, the Company's aggregate indemnification obligation
for Losses resulting from any breach of any representation, warranty, agreement
or covenant of the Company under the Acquisition Agreement is limited to
$15,000,000.

TERMINATION

Grounds for Termination. The Agreement may be terminated prior to the
Closing Date (i) by the mutual consent of the Company and UCGI, (ii) by the
Company or UCGI if events occur which render impossible the satisfaction of the
conditions to their respective obligations, other than events caused by the
Company, with respect to the obligations of the Company, or by UCGI, with
respect to the obligations of UCGI, or (iii) by the Company or UCGI if the
Closing has not occurred by February 28, 1994, except that any party may extend
the Closing Date until three business days after the expiration or termination
of all applicable waiting periods under the HSR Act if all other conditions to
the Closing have been satisfied or waived, but in no event may the Closing occur
later than April 30, 1994.

Termination Fees. If the Acquisition Agreement is terminated as a result
of (i) the failure of the Company to receive shareholder approval of the
Proposed Transaction (in which case the Company would be deemed to be the
Defaulting Party), or (ii) any material breach of a representation, warranty or
covenant under the Acquisition Agreement or the Securities Purchase Agreement
(in which case the breaching party would be deemed to be the Defaulting Party),
the Defaulting Party will be required to pay the other party all costs and
expenses incurred in connection with the Proposed Transaction, up to a maximum
amount of $500,000, plus $1,500,000, unless, in the case of (ii) above, the
incorrect representation and warranty was materially correct when made, and
either (x) the failure of such representation and warranty to be materially
correct at the Closing was beyond the reasonable control of the Defaulting
Party, or (y) if UCGI or Infinity is the Defaulting Party, the materially
incorrect representation and warranty relates to matters occurring before
February 17, 1993. Notwithstanding the forgoing limitation, if the Acquisition
Agreement is terminated by UCGI or Infinity because of a breach of the
representation and warranty in the Securities Purchase Agreement regarding the
absence of certain material adverse changes which breach is a result, directly
or indirectly, of the matters described herein under the heading "INFORMATION
REGARDING WESTWOOD ONE -- Business -- Legal Proceedings", the Company will be
required to pay Infinity all costs and expenses incurred in connection with the
Proposed Transaction, up to a maximum amount of $500,000.

In addition to the amounts set forth above, if the Defaulting Party,
including Mr. Pattiz in the case of the Company, enters into an agreement to
consummate certain third party acquisitions (as defined in the Acquisition
Agreement) within twelve months of the termination of the Acquisition Agreement,
then (i) if the Defaulting Party is the Company, the Company will grant Infinity
an option to purchase, prior to and subject to the effectiveness of the third
party acquisition, 2,000,000 shares of Common Stock at a price of $3.00 per
share, and (ii) if the Defaulting Party is UCGI, UCGI will grant the Company an
option to purchase, prior to and subject to the effectiveness of the third party
acquisition, 11.8% of Unistar's outstanding capital stock for a purchase price
of $11,953,400, less 11.8% of the amount of any indebtedness of Unistar
remaining outstanding after the third party acquisition or assumed by the third
party in such third party acquisition.

EXPENSES

Except as provided in " -- Termination Fees" above, all expenses incurred
in connection with the Acquisition and the Proposed Transaction will be paid by
the party incurring such expenses.

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<PAGE> 42

MANAGEMENT AGREEMENT

This section of the Proxy Statement describes all material aspects of the
Management Agreement. The following description does not purport to be complete.
It is qualified in its entirety by reference to the Management Agreement which
is attached as Exhibit "A" to the Acquisition Agreement (attached to this Proxy
Statement as Appendix "A") and is incorporated herein by reference.

TERMS OF THE AGREEMENT

Pursuant to the terms of the Management Agreement, commencing on the
Closing Date and continuing for five years (except as provided in "Termination"
below), Infinity will manage the business and operations of the Company. The
Management Agreement provides that, so long as Mel Karmazin serves as the chief
executive officer of Infinity or is otherwise affiliated with Infinity in an
executive officer or other senior managerial position (each, a "Managerial
Position"), Mr. Karmazin will also serve as the Chief Executive Officer of the
Company, and thereafter Infinity's Chief Executive Officer will also serve as
the Company's Chief Executive Officer. Under the Management Agreement, the Chief
Executive Officer will have the authority and responsibility normally attendant
to such office and will, among other things, be responsible for all operations
and functions of the Company, recommendations for strategic direction and the
general implementation of the Company's business and operating plan, subject to
the authority of the Company's Board of Directors.

The Management Agreement also provides that Infinity's Chief Financial
Officer, currently Farid Suleman, will serve as the Company's Chief Financial
Officer, with the authority and responsibility normally attendant to such
office. The Chief Financial Officer will be subject to the authority of the
Board of Directors. Infinity will also provide support and administrative
personnel needed by these officers and will pay all salaries, benefits and
related costs of these personnel. Infinity has agreed to perform management
services under the Management Agreement with such care as a prudent manager
would use in the conduct of his or her company's business and with a view to
maximizing the long-term value of the Company. Although the management services
provided by Infinity will be subject to the direction and supervision of the
Company's Board of Directors, as a result of the Management Agreement, Infinity
will exercise significant control over the combined business and operations of
Westwood One and Unistar following the Closing.

COMPENSATION OF MANAGER

Base Management Fee. For the management services the Company will pay
Infinity a base management fee of $2,000,000 annually, adjusted for inflation,
which will be paid in monthly installments (the "Base Fee").

Cash Incentive Bonus. The Company will also pay Infinity an annual cash
bonus (the "Cash Bonus") of 10% of the amount, if any, by which the Company's
Operating Cash Flow (defined below) exceeds the target amount specified for each
fiscal year during the term of the Management Agreement, as set forth below:

<TABLE>
<CAPTION>
FISCAL YEAR ENDING TARGET AMOUNT
--------------------------------------- -------------
<S> <C>
1994.............................. $27,000,000
1995.............................. $29,700,000
1996.............................. $32,670,000
1997.............................. $35,937,000
1998.............................. $39,531,000
</TABLE>

For the fiscal year ending in 1994, the Cash Bonus will be paid in full and
all cost savings realized in such year will be calculated on a pro forma basis
to give effect to such savings for the entire fiscal year if actual Operating
Cash Flow for the last six months of such year is at least $13,500,000.

"Operating Cash Flow" means the consolidated net income of the Company
before taxes and extraordinary gains or losses, determined in accordance with
generally accepted accounting principles consistently applied, plus (i)
depreciation, amortization, interest expense, compensation paid or payable to

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<PAGE> 43

Infinity pursuant to the Management Agreement (including any compensation
expense recognized by reason of the Incentive Warrants) and any expenses (except
depreciation, amortization and interest expense) incurred in connection with any
business of the Company other than its network radio business, less (ii) any
revenues from businesses other than the Company's consolidated network radio
business.

If the Company acquires or sells a network radio business in any fiscal
year, the target amounts set forth above will be adjusted to reflect the
anticipated increase or decrease in operating cash flow from the acquisition or
sale. The Company and Infinity will mutually agree as to the amount of any
adjustment. If the Company acquires any other non-radio network business,
Infinity will operate such business under the Management Agreement and Infinity
and the Board of Directors will determine what adjustments, if any, should be
made to the target amounts to take into account the Operating Cash Flow
generated by such business. The Management Agreement provides that if Infinity
and the Board of Directors are unable to agree upon an adjustment, the
adjustment will be determined by the Company's independent auditors. The
decision reached by such auditors will be legally binding on the parties and
admissable in any legal proceedings.

Incentive Warrants. The Company will also grant to INI the Incentive
Warrants to purchase up to an aggregate of 1,500,000 shares of Common Stock
exercisable as follows: (i) 500,000 shares at $3.00 per share if the Common
Stock reaches a price of $10.00 per share on at least 20 out of 30 Trading Days;
(ii) 500,000 shares at $4.00 per share if the Common Stock reaches a price of
$15.00 per share on at least 20 out of 30 Trading Days; and (iii) 500,000 shares
at $5.00 per share if the Common Stock reaches a price of $20.00 per share on at
least 20 out of 30 Trading Days. On January 7, 1994, the last sale price of the
Common Stock as reported on the NASDAQ/National Market System was $8 1/16.

Each Incentive Warrant terminates on the later of the tenth anniversary of
the Closing Date or the third anniversary of the date upon which such Incentive
Warrant becomes exercisable, except that each Incentive Warrant will terminate
no later than the anniversary of the Closing Date in 2009. Additional terms of
the Incentive Warrants are substantially similar to those contained in the
Warrant and are set forth in Exhibit "A" to the Management Agreement.

Reimbursement of Expenses. In addition to the Base Fee and the Cash Bonus,
the Company will be required to reimburse Infinity for all out-of-pocket
expenses incurred by Infinity in performing services under the Management
Agreement, except for (i) the salaries, benefits and related costs of officers
and other employees of Infinity made available to perform services for the
Company, or (ii) office and other overhead expenses of Infinity.

INDEMNIFICATION

Indemnification by the Company. Under the terms of the Management
Agreement, the Company has agreed to indemnify and hold harmless Infinity and
each of its directors, officers, employees and agents from and against any
Losses relating to or arising out of such party's acceptance or performance of
its obligations under the Management Agreement or otherwise relating to the
Company or its business. The Company, however, will not indemnify such party for
any Losses resulting from the gross negligence or willful misconduct of such
party or a material breach of the Management Agreement by Infinity. Any action
taken or not taken by Infinity pursuant to the directions of the Board of
Directors will not constitute gross negligence, willful misconduct or a material
breach of the Management Agreement by Infinity.

Directors and Officers Insurance. The Company will provide the Chief
Executive Officer and the Chief Financial Officer of Infinity with insurance
coverage and indemnification agreements in connection with their service in
these same capacities with the Company to the same extent such insurance and
indemnification agreements are provided by the Company to its senior executive
officers.

TERMINATION

Grounds For Termination by the Company. The Management Agreement may be
terminated prior to the fifth anniversary of the Closing Date by the Company (i)
upon 30 days' prior written notice without Cause, (ii) upon 90 days' prior
written notice by a two-thirds vote of the Board of Directors in the event of
the

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<PAGE> 44

willful commission of fraud or gross misconduct in the performance of its
obligations under the Management Agreement first occurring during the term of
the Management Agreement and having a material adverse effect on the business of
the Company, (iii) upon 90 days' prior written notice if Infinity fails to
provide the services of Mr. Karmazin during any period when he serves in a
Managerial Position (i.e. when he is chief executive officer of Infinity or is
otherwise affiliated with Infinity in an executive officer or other senior
managerial position), or (iv) if Infinity becomes involved in a bankruptcy or
similar proceeding. Termination for reasons specified in (ii), (iii) and (iv)
above constitutes termination for "Cause." Termination of the Management
Agreement by the Company on the grounds that either Mr. Suleman or Mr. Karmazin
leave the employ of Infinity does not constitute termination for "Cause." See
"SPECIAL CONSIDERATIONS -- Risks Associated with Termination of the Management
Agreement by the Company" and "-- Risks Associated with New Management."

Termination Fees. If the Company terminates the Management Agreement
without Cause, Infinity will be entitled to payment of the Base Fee in monthly
installments for the five-year term of the Agreement, and its right to the Cash
Bonus in the fiscal year of termination and the right to purchase up to
3,000,000 shares of Common Stock under the Warrant will both vest immediately.

NONCOMPETITION AND RIGHT OF FIRST REFUSAL

Noncompetition. Infinity will, and will cause its subsidiaries to, refrain
from (i) managing, establishing or having a substantial ownership interest in a
radio network company during the term of the Management Agreement and, if the
Management Agreement is terminated for Cause (other than bankruptcy), for two
years after such termination so long as the Company continues to pay Infinity
the Base Fee for such period, (ii) disclosing any confidential information
relating to the Company or its business during the term of the Management
Agreement and for a two year period thereafter, or (iii) causing or attempting
to cause (x) any client, customer or supplier of the Company to terminate or
materially reduce its business with the Company, or (y) any officer, employee or
consultant of the Company to resign or terminate a relationship with the
Company, during the term of the Management Agreement and, if the Management
Agreement is terminated for Cause (other than bankruptcy), for two years after
such termination so long as the Company continues to pay Infinity the Base Fee
for such period.

Right of First Refusal. Infinity agrees that, unless it is contractually
prohibited from doing so, before any of its subsidiaries makes available to any
RADAR-rated radio network any radio programming (the "Programs") for sale to any
national advertiser in exchange for air time, Infinity will first offer such
Programs to the Company on the same terms and conditions as Infinity or its
subsidiaries intend to make such Programs available to third parties. The
services of certain talent and related programming and products are not subject
to the Company's right of first refusal for Programs. Contracts between Infinity
and/or its subsidiaries and third parties for programming which were in
existence prior to the Closing and the execution of the Management Agreement,
and any extensions of renewals of such contracts, are also excluded from the
terms of the right of first refusal. In the opinion of Infinity management, the
services of certain talent and related programming and products and the existing
contracts that are excluded from the right of first refusal do not constitute a
material portion of Infinity's radio programming.

ARM'S LENGTH TRANSACTIONS

The Management Agreement provides that all transactions between the Company
and Infinity or its affiliates will be on a basis that is at least as favorable
to the Company as if the transaction were entered into with an independent third
party. In addition, all agreements between the Company and Infinity or any of
its affiliates must be approved by the Board of Directors. Neither the
Management Agreement nor Delaware law would prohibit either Mr. Karmizan or Mr.
Suleman from participating in any Board of Directors vote on such transactions.
It is anticipated, however, that the New Senior Loan will contain restrictions
on transactions between the Company and its affiliates, and all such
transactions will be subject to the requirements under Delaware law relating to
transactions between a company and an interested director or another company in
which such director has an interest. See, "OTHER TRANSACTIONS BETWEEN THE
PARTIES -- The Company and Infinity."

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<PAGE> 45

There is no one mechanism in the Management Agreement for resolving any
conflicts of interest between Infinity and the Company which may arise from
ordinary and/or extraordinary business transactions of the Company. However,
there are a number of provisions in the Transaction Documents which address this
issue, including (i) the provisions in the Management Agreement prohibiting
certain activities by Infinity and its affiliates in competition with the
Company, (ii) the limited right of first refusal contained in the Management
Agreement, (iii) the limitations on transactions between Infinity or its
affiliates and the Company, (iv) the obligation of Infinity to perform its
management services with such care as a prudent manager would use in the conduct
of his or her own company with a view to maximizing the long-term value of the
Company, and (v) the terms of the Voting Agreement which provide that Infinity
will control only a minority of the Board of Directors. See "-- Terms of the
Agreement," "Noncompetition," "Right of First Refusal" and "Arm's Length
Transactions," above, and "RELATED AGREEMENTS -- Voting Agreement."

SECURITIES PURCHASE AGREEMENT

This section of the Proxy Statement describes all material aspects of the
Securities Purchase Agreement. The following description does not purport to be
complete. It is qualified in its entirety by reference to the Securities
Purchase Agreement which is attached as Appendix "B" to this Proxy Statement and
is incorporated herein by reference.

TERMS OF THE AGREEMENT

Pursuant to the terms of the Securities Purchase Agreement, at the Closing
the Company will sell to INI the Westwood One Shares, consisting of 5,000,000
newly issued shares of Common Stock, and the Warrant for an aggregate purchase
price of $15,000,000. The purchase price will be payable at the Closing in
immediately available funds. INI may freely assign its rights under the
Securities Purchase Agreement to any of its affiliates.

DESCRIPTION OF WARRANT

Term and Warrant Price. The Warrant will entitle the holder to purchase,
for a period of ten years after the Closing Date, up to an aggregate of
3,000,000 shares of Common Stock (the "Warrant Stock") at an exercise price of
$3.00 per share (the "Warrant Price"), subject to adjustment as set forth below
in "Adjustment of Warrant Price." Additional terms of the Warrant are set forth
in Exhibit "A" to the Securities Purchase Agreement (attached to this Proxy
Statement as Appendix "B").

Exercisability of Warrant. The Warrant will become exercisable in three
equal annual installments of 1,000,000 shares each on the anniversary of the
Closing Date in each of 1995, 1996 and 1997, subject to adjustment in certain
events as set forth herein. The Warrant will become immediately exercisable with
respect to all shares of Warrant Stock if the Management Agreement is terminated
for any reason other than for Cause. See "MANAGEMENT AGREEMENT -- Termination."
The Warrant is exercisable in whole or in part from time to time for a period of
ten years as to all installments of Warrant Stock which become exercisable prior
to the date of exercise.

Adjustment of the Warrant Price. The Warrant Price, and the number of
shares of Warrant Stock issuable upon the exercise of the Warrant, will be
subject to adjustment as specified in the Warrant in certain events, including
(i) the declaration or payment of dividends or other distributions in Common
Stock or Class B Stock (the "Capital Stock") on the Capital Stock, (ii)
subdivisions, combinations and reclassifications of the Capital Stock, and (iii)
distributions to all holders of Capital Stock of evidences of indebtedness of
the Company, cash or assets (including securities, but excluding the dividends
and distributions referred to above and dividends and distributions paid in cash
out of the surplus of the Company).

The Warrant Price will also be adjusted in the event of the sale or
issuance of additional shares of Capital Stock for a price per share less than
the current market value (as defined in the Warrant) in effect on the earlier of
(x) the date the Company enters into a binding agreement to issue the additional
shares, or (y) the date of actual issuance of the shares; except that no
adjustment will be required on (i) the exercise of any

37
<PAGE> 46

options or the issuance of shares under any rights outstanding on or before the
Closing Date that were issued pursuant to any of the Company's employee stock
incentive plans, (ii) the exercise of any options or rights granted after the
Closing Date so long as the exercise price is not less than the market price (as
defined in the Warrant) on the date such grant is approved by the Board of
Directors, or if later, the date the exercise price is established, (iii) the
exercise of any other options, warrants, conversion or exchange rights
outstanding on or before the Closing Date, (iv) the exercise of any conversion
or exchange rights issued by the Company after the Closing Date if the issuance
is approved by the Board of Directors at a price not less than the market price
on the date of such approval, or if later, the date such conversion or exchange
price is established, or (v) the issuance of additional shares pursuant to a
firmly underwritten public offering.

Consolidation or Merger of the Company. If the Company is a party to any
consolidation, merger, sale of assets, reorganization or other similar
transaction in which the Common Stock is acquired for cash or other property, or
is changed into or exchanged for different securities of the Company or another
entity, or any combination thereof, the Warrant will become exercisable with
respect to all shares of Warrant Stock whether or not it has otherwise become
exercisable pursuant to the vesting schedule set forth above, and will be deemed
to have been exercised and will entitle the Warrant holder to receive (upon
presentation of the Warrant within 30 days after the date of the consummation of
any such transaction, together with the Warrant Price) the cash, securities or
other property to which the holder would have been entitled upon the
consummation of such transaction if the Warrant had been exercised immediately
prior thereto. As a condition to effecting any such transaction, each other
party to the transaction which may be required to deliver cash, securities or
other property on exercise of the Warrant must assume the foregoing obligation
to issue such consideration to the Warrant holder upon the consummation of the
transaction. The Warrant will become exercisable in connection with any such
transaction, whether entered into with an unaffiliated entity or with a direct
or indirect subsidiary or affiliate of either the Company or Infinity.

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Company. The Securities Purchase
Agreement contains various customary representations and warranties, including
among other things, representations and warranties by the Company as to (i) the
authorized capital stock of the Company, (ii) corporate organization, (iii) due
authorization, execution, delivery, performance and enforceability of the
Securities Purchase Agreement, (iv) absence of conflicts with the Company's
charter, bylaws and agreements and violations of any laws, and required consents
and approvals, (v) the absence of certain undisclosed liabilities, (vi) pending
or threatened litigation, (vii) the Company's employees and employee benefit
plans, (viii) proper filing of tax returns and payment of taxes, (ix) absence of
certain material adverse changes, (x) compliance with applicable law, (xi)
transactions with affiliates, (xii) financial statements and reports filed with
the Commission, (xiii) environmental matters, (xiv) indebtedness of certain
subsidiaries, (vx) indebtedness of the Company, and (xvi) the absence of any
material untrue statement or omission in the foregoing representations and
warranties.

Representations and Warranties of INI. INI's representations and
warranties to the Company include, among other things, representations and
warranties as to (i) corporate organization, (ii) due authorization, execution,
delivery, performance and enforceability of the Securities Purchase Agreement,
(iii) absence of conflicts under INI's charter and bylaws and agreements, rules
or regulations, and (iv) investment intent and certain other securities law
matters.

Survival of Representations and Warranties. The representations and
warranties of the parties contained in the Securities Purchase Agreement will
survive the Closing until the earlier of (i) 18 months after the Closing Date,
and (ii) 90 days following the Cutoff Date, except that any representation or
warranty that would otherwise terminate after the Cutoff Date will survive until
final settlement or adjudication of such matter if notice of any inaccuracy or
breach is given on or before the Cutoff Date.

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CERTAIN COVENANTS

Conduct of Business Prior to the Closing. Pursuant to the Securities
Purchase Agreement, the Company has made various covenants customary in
transactions of this type including, among others, that, without the prior
written consent of INI, which will not be unreasonably withheld, from the date
of the Securities Purchase Agreement until the Closing, the Company will conduct
its business in the ordinary course in substantially the same manner as
previously conducted, and will promptly advise INI of any material adverse
change in the Company's financial condition or results of operations. In
addition, the Company has agreed that, without the prior written consent of INI
which will not be unreasonably withheld, the Company will not take certain
actions, including (i) acquiring a substantial portion of the assets of any
business or division thereof, or otherwise acquiring any assets which are
material to the Company, (ii) selling, leasing or otherwise disposing of the
assets of the Company except in the ordinary course consistent with past
practice, (iii) granting any material increase in the compensation payable to
any employees of the Company or any material benefit increase in any employee
benefit plan, except in the ordinary course consistent with past practice, (iv)
creating, assuming or incurring any material indebtedness, or any mortgage,
lien, pledge or other encumbrance on any property, other than in the ordinary
course and in connection with the refinancing of certain existing indebtedness,
(v) amending, terminating or waiving any right of substantial value other than
in the ordinary course consistent with past practice, (vi) entering into any
lease for property or equipment or any material agreement, except in the
ordinary course consistent with past practice, (vii) making capital expenditures
or commitments in excess of $100,000 in the aggregate, (viii) making any
material change in the method of accounting or accounting practices, (ix)
declaring or paying any dividend or distribution on the Common Stock, or
effecting any redemption of reclassification thereof, (x) issuing any equity
securities except for certain employee options, (xi) entering into any
transaction with an affiliate other than in the ordinary course of business and
on an terms no less favorable to the Company than could be obtained on an arm's
length basis, and (xii) agreeing or committing to take any of the foregoing
actions.

Access to Information. The Securities Purchase Agreement provides that
prior to the Closing, Infinity, INI and their representatives will, upon
reasonable notice, have reasonable access to the books of account, financial and
corporate records, contracts, leases, tax returns, properties and assets of the
Company, except information regarding advertisers, talent agreements and station
affiliation agreements. Additionally, Infinity and INI have agreed to keep all
such information confidential.

No Solicitation. The Securities Purchase Agreement provides that neither
the Company, nor any of its officers, directors, employees, affiliates or agents
will, directly or indirectly, solicit, initiate or, except to the extent
required by fiduciary obligations, participate in discussions regarding, or
provide any information to any person concerning, or otherwise cooperate in any
way with (i) the disposition of a substantial portion of the assets of the
Company, (ii) the purchase of any of the shares of capital stock of the Company,
or (iii) the merger, consolidation or other combination of the Company with
another person.

CONDITIONS

Conditions to Obligations of INI. The obligation of INI to consummate the
transactions contemplated by the Securities Purchase Agreement is conditioned
upon, among other things, (i) the accuracy of the representations and warranties
of the Company in the Securities Purchase Agreement in all material respects as
of the Closing Date and the performance or satisfaction in all material respects
of all covenants, agreements and conditions required to be performed by the
Company prior to the Closing Date, (ii) compliance with the securities laws in
connection with the issuance of the Westwood One Shares and the Warrant, (iii)
receipt of an opinion of counsel for the Company as to certain legal matters,
(iv) shareholder approval of the Proposed Transaction, (v) the concurrent
closing of the Acquisition and the satisfaction or waiver of all conditions to
the obligations of the parties thereunder, (vi) INI's reasonable satisfaction
that the Company will incur no material liability directly or indirectly arising
out of, relating to or in connection with any matters described herein under the
heading "INFORMATION REGARDING WESTWOOD ONE -- Business -- Legal Proceedings",
and (vii) the expiration or termination of all applicable waiting periods under
the HSR Act.

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Conditions to Obligations of the Company. The obligation of the Company to
consummate the transactions contemplated by the Securities Purchase Agreement is
conditioned upon, among other things, (i) the accuracy of the representations
and warranties by INI in the Securities Purchase Agreement in all material
respects as of the Closing Date and the performance or satisfaction in all
material respects of all covenants, agreements and conditions required to be
performed by INI prior to the Closing Date, (ii) compliance with the securities
laws in connection with the issuance of the Westwood One Shares and the Warrant,
(iii) the concurrent closing of the Acquisition and the satisfaction or waiver
of all conditions to the obligations of the parties thereunder, (iv) the
expiration or termination of all applicable waiting periods under the HSR Act,
and (v) shareholder approval of the Proposed Transaction.

RESTRICTIONS ON TRANSFER

The Securities Purchase Agreement provides that none of the Westwood One
Shares, the Warrant nor the Warrant Stock may be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of unless (i) the Company has given
its prior written consent, (ii) any such transfer is made pursuant to an
effective registration statement under the Securities Act or pursuant to Rule
144 or 144A thereunder, or (iii) INI has delivered to the Company a written
opinion of legal counsel satisfactory to the Company and its counsel that the
proposed transfer would be in compliance with all applicable federal and state
securities laws. Any transfer in violation of the foregoing restriction will be
void. Moreover, the Westwood One Shares, the Warrant and the Warrant Stock will
bear a legend indicating that the transfer thereof is subject to restriction
under the Securities Act, applicable state securities laws and the Securities
Purchase Agreement. Accordingly, even if the Company consents to the transfer of
the Westwood One Shares, the Warrant or the Warrant Stock, such transfer would
remain subject to restrictions under the Securities Act and applicable state
securities laws. The Company has granted certain demand and incidental
registration rights to the holder of the Westwood One Shares, the Warrant and
the Incentive Warrants. See "RELATED AGREEMENTS -- Registration Rights
Agreement -- Restrictions on Transfer of Registrable Securities."

INDEMNIFICATION

Indemnification by the Company. The Company has agreed to indemnify and
hold harmless INI from and against any Losses resulting from any material breach
of any representation or warranty, agreement or covenant made by the Company
under the Securities Purchase Agreement, but only, in the case of breaches of
any representations and warranties, to the extent that the aggregate amount of
such Losses exceeds $150,000. INI's Losses will be measured as follows: (i) to
the extent of the Set-Off Amount (defined below) such Losses will be deemed to
be equal to the greater of (x) INI's actual Losses and (y) 25% of the dollar
amount of such Losses suffered by the Company, and (ii) to the extent of amounts
in excess of the Set-Off Amount, INI's Losses will be its actual Losses.
"Set-Off Amount" means the sum of all amounts paid or payable to the Company by
Infinity or UCGI as indemnity under the Acquisition Agreement. See, "ACQUISITION
AGREEMENT -- Indemnification."

Indemnification by INI. INI has agreed to indemnify and hold harmless the
Company from and against any Losses resulting from any breach of any
representation or warranty, agreement or covenant made by INI under the
Securities Purchase Agreement, but only, in the case of breaches of any
representations and warranties, to the extent that the aggregate amount of such
Losses exceeds $150,000. INI's aggregate indemnification obligation under the
Securities Purchase Agreement is limited to $15,000,000.

RELATED AGREEMENTS

This section of the Proxy Statement describes all material aspects of the
Voting Agreement and the Registration Rights Agreement. The following
descriptions do not purport to be complete and are qualified in their entirety
by reference to the Voting Agreement and the Registration Rights Agreement which
are attached as Exhibits "B" and "C", respectively, to the Acquisition Agreement
(attached to this Proxy Statement as Appendix "A") and are incorporated herein
by reference.

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VOTING AGREEMENT

At the Closing, the Company, Mr. Pattiz and INI will enter into a Voting
Agreement pursuant to which they have agreed, among other things, to provide INI
and Mr. Pattiz with the right to designate persons for election to the Board of
Directors and to provide for the voting of the Class B Stock held by Mr. Pattiz.
The Voting Agreement will be in effect until the Management Agreement is
terminated, and in any event will terminate after ten years. Pursuant to the
Voting Agreement, the Company will use all reasonable efforts to appoint and
maintain as members of its Board (i) three directors selected by Mr. Pattiz (the
"Pattiz Designees"), (ii) three directors selected by INI (the "INI Designees"),
and (iii) three Independent Directors who are not officers or employees of
either the Company or INI and who will be designated by the Nominating Committee
composed of one Pattiz Designee and one INI Designee. The Company, Mr. Pattiz
and INI have also agreed that they will not take any action to alter the
authorized number of Board members without the consent of the other except as
provided in the Voting Agreement. Mr. Pattiz and INI have each agreed to vote
all of their shares of Capital Stock in favor of the election as directors of
the Company as described above and as determined pursuant to the terms of the
Voting Agreement.

The parties to the Voting Agreement have designated the following persons
to be members of the Board of Directors: Norman J. Pattiz, Paul G. Krasnow and
Arthur E. Levine as the Pattiz Designees and Mel Karmazin, Farid Suleman and the
Class III INI Designee as the INI Designees. The Independent Directors will be
designated by the Nominating Committee and the Class III INI Designee will be
designated by INI prior to the Closing. See, "THE PROPOSED
TRANSACTION -- Reconstitution of the Board of Directors."

Mr. Pattiz has agreed that he will vote all of his shares of Class B Stock
in accordance with the recommendation of the majority of the full incumbent
Board on any matters presented to the shareholders of the Company. Mr. Pattiz
has also agreed to continue this voting arrangement until the earlier of (i) the
expiration or termination of the Management Agreement, or (ii) he ceases to be
the Chairman of the Company other than as a result of Removal for Cause (as
defined in Mr. Pattiz' Employment Agreement with the Company.) The Company has
agreed to indemnify Mr. Pattiz for all losses or liability resulting from any
claims made against him relating to his agreement to vote his shares in the
manner recommended by the majority of the Board of Directors.

INI has agreed that so long as Mr. Pattiz has not been subject to a Removal
for Cause, is a director of the Company and holds at least one-sixth of the
shares of the Company held by him as of the Closing Date, it will direct the INI
Designees, to the extent consistent with their fiduciary duties to the Company,
to vote for the appointment and nomination of Mr. Pattiz as Chairman of the
Board.

Under the terms of the Voting Agreement, at such time as either Mr. Pattiz
or INI no longer holds (or in the case of INI has rights to acquire) shares of
the Company representing at least two-thirds of the shares held by him or held
(or acquirable) by INI as of the Closing Date, such party's designation rights
with respect to the Board of Directors will be reduced so that such party will
only have the right to designate two members of the Board and the total number
of directors will be reduced by one. Mr. Pattiz' or INI's designation rights
will be further reduced to one designee with a corresponding reduction in the
total Board by one member at such time as Mr. Pattiz or INI, as the case may be,
no longer holds (or in the case of INI has rights to acquire) shares
representing at least one-third of the shares held by him or held (or
acquirable) by INI as of the Closing Date. The designation rights of either Mr.
Pattiz or INI will be terminated and the total number of directors of the
Company further reduced by one when Mr. Pattiz or INI, as the case may be, no
longer holds (or in the case of INI has rights to acquire) any of the shares of
the Company which he or INI held (or in the case of INI had rights to acquire)
as of the Closing Date.

For purposes of reducing or terminating the designation rights of INI,
INI's shares of the Company include (i) all 5,000,000 Westwood One Shares, (ii)
to the extent vested, up to the 3,000,000 shares of Common Stock that may be
acquired pursuant to the Warrant, and (iii) to the extent vested, up to the
1,500,000 shares of Common Stock that may be acquired under the Incentive
Warrants.

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Notwithstanding the Voting Agreement, other holders of Common Stock will
continue to have the right under the Company's charter documents and Delaware
law to attend shareholder meetings called for the purpose of electing members of
the Board of Directors and to nominate individuals to stand for election to the
Board at such meetings. Moreover, the right of the holders of Common Stock,
voting alone, to elect 20% of the Board of Directors and to vote together with
holders of Class B Stock for the election of the remaining members of the Board
will not be affected by the Voting Agreement.

REGISTRATION RIGHTS AGREEMENT

General. The Company and INI will enter into the Registration Rights
Agreement effective as of the Closing Date to provide certain registration
rights and impose certain contractual restrictions on (i) the Westwood One
Shares, (ii) all shares of Common Stock which INI has the right to acquire under
the Warrant, and (iii) all shares of Common Stock which INI has the right to
acquire under the Incentive Warrants (collectively, the "Registrable
Securities").

Demand Registration. Under the terms of the Registration Rights Agreement,
INI has the right to make a written demand on the Company to register shares of
the Registrable Securities under the Securities Act (a "Demand Registration").
Upon receiving such a demand from INI, the Company will prepare and file a
registration statement under the Securities Act as requested, except that the
Company may defer making such filing if (i) it is in the process of registering
securities for sale by it under the Securities Act, or (ii) it has pending or in
process a material transaction, the disclosure of which would, in the judgment
of the Company's Board of Directors, materially and adversely affect the
Company. In the case of a registration statement, the Company may defer the
filing with respect to the Demand Registration until the filing or abandonment
of the registration statement, but in no event longer than 60 days, and in the
case of a material transaction, the Company may defer the filing for up to 60
days. INI may make a demand for registration only once in a calendar year and
cannot make any demand until one year after the Closing Date.

Incidental Registration. The Company has also agreed that, if it decides
to register any of its securities on its own behalf or on behalf of other
security holders (other than registrations for employee benefit plans and in
connection with acquisitions), it will notify INI which may then request that
any of its Registrable Securities be included in such registration (an
"Incidental Registration"). In the event an Incidental Registration is for an
underwritten public offering, if the underwriter decides that marketing
considerations require a limitation in the number of shares or types of
securities to be registered, the underwriter may limit the number of Registrable
Securities included in the registration or exclude the Registrable Securities
entirely.

Expenses and Indemnification. The Company will pay all expenses of any
Demand or Incidental Registration. In addition, the Company will indemnify and
hold harmless INI with respect to any registration of the Registrable Securities
against all Losses, except to the extent any Loss arises out of or is based on
any untrue statement or omission based upon written information furnished to the
Company by an instrument executed by INI and specifically stated to be used in a
registration ("INI Information"). INI will indemnify and hold harmless the
Company from any Losses arising out of or based on any untrue statement or
omission based upon INI Information.

Transfer of Registration Rights. The registration rights granted to INI
may be transferred by INI to a transferee of any Registrable Securities if such
transferee acquires at least 500,000 shares of Common Stock constituting
Registrable Securities. The Company has agreed that, without INI's prior written
consent, it will not enter into any future agreements with any holder or
prospective holder of its securities which would grant such holder registration
rights inconsistent with INI's rights under the Registration Rights Agreement.

Restrictions on Transfer of Registrable Securities. In addition to any
transfer restrictions imposed by applicable securities laws, the Registration
Rights Agreement imposes the following restrictions on INI's ability to transfer
the Registrable Securities: (i) INI may not transfer any Registrable Securities
for a period of one year from the Closing Date, (ii) if the Company terminates
the Management Agreement other than for Cause (See, "MANAGEMENT
AGREEMENT -- Termination"), there will be no further restriction on transfer
after the initial one year period, (iii) if Infinity terminates the Management
Agreement or if the Company terminates the Management Agreement for Cause, INI
may transfer the Registrable Securities it

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would be eligible to transfer under (iv) below, and may also transfer all other
Registrable Securities upon the earlier of (x) one year following the
termination, or (y) five years after the Closing Date, and (iv) if the
Management Agreement has not been terminated, INI may sell 25% of the number of
Registrable Securities then held by it (including any Registrable Securities
which could then be acquired upon the exercise of the Warrant and the Incentive
Warrants) two years from the Closing Date, which number will be increased by 25%
on each subsequent anniversary of the Closing Date so that 100% of the
Registrable Securities may be transferred without contractual restrictions on
the fifth anniversary of the Closing Date. INI may transfer all or any portion
of the Warrant or the Incentive Warrants to Infinity or to any of Infinity's
other wholly-owned subsidiaries or, to the extent the right to acquire shares
under such warrants has vested, to any third party, provided that such
transferee agrees to be bound by the above restrictions on transfer.

Termination. The Registration Rights Agreement will terminate upon the
earlier of the mutual consent of the Company and INI or when INI ceases to own
or have rights to acquire the Registrable Securities.

INFORMATION REGARDING WESTWOOD ONE
BUSINESS

GENERAL

Westwood One is a leading producer and distributor of nationally sponsored
radio programs and believes it is the nation's second largest radio network.

The Company's principal source of revenue is selling radio time to
advertisers. The Company generates revenue principally by its radio networks
entering into radio station affiliation agreements to obtain audience and
commercial spots and then selling the audience and spots to national
advertisers. The Company is strategically positioned to provide a broad range of
programming and services which both deliver audience to advertisers and news,
talk, sports, and entertainment programs to radio stations.

The Company produces and distributes regularly scheduled news, talk,
sports, and entertainment programs through its various operating radio networks:
Mutual Broadcasting System, NBC Radio Networks (National Radio Network, The
Source and Talknet) and Westwood One Radio. The Company's programs encompass
exclusive live concerts, music and interview shows, national music countdowns,
lifestyle short features, live talk shows and sports events (principally
covering the NFL, Notre Dame football and other college football and basketball
games). The Company also produces and distributes special event programs,
including exclusive satellite simulcasts with HBO and other cable networks.
Mutual Broadcasting System, National Radio Network and Talknet are primarily
adult-oriented networks, in the News, Sports, Talk and Country formats. Westwood
One Radio and The Source are primarily youth-oriented networks, in the
Contemporary Hit Radio ("CHR"), Album Oriented Rock ("AOR"), Country and Black
formats. The Company's programs are broadcast in every radio market in the
United States measured by Arbitron, the leading rating service, and are carried
by Armed Forces Radio, VOA Europe and other foreign broadcast services.

Westwood One, through its networks and programming, enables national
advertisers to purchase advertising time and to have their commercial messages
broadcast on radio stations throughout the United States, reaching
demographically defined and targeted listening audiences. The Company delivers
both of the major demographic groups targeted by national advertisers: the 25 to
54-year old adult market and the 12 to 34-year-old youth market. The Company
currently sells advertising time to over 300 national advertisers, including
each of the 25 largest network radio advertisers. Radio stations are able to
obtain quality programming from Westwood One to meet their objective of
attracting larger listening audiences and increasing local advertising revenue.
Westwood One, through the development of internal programming as well as through
acquisitions, has developed an extensive tape library of previously aired
programs, interviews, live concert performances, news and special events. The
Company uses its library as a major source of new programming. The tape library
enhances Westwood One's future programming and revenue generating capabilities.

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INDUSTRY BACKGROUND

Radio Broadcasting. On January 1, 1993, there were approximately 9,750
commercial radio stations in the United States. The radio broadcast industry,
however, remains highly fragmented with no broadcaster owning more than 36 radio
stations. This fragmentation is due principally to FCC limitations on multiple
station ownership.

A radio station selects a style of programming ("format") to attract a
target listening audience and thereby attract commercial advertising directed at
that audience. There are many formats from which a station may select, including
news, talk, sports and various types of music and entertainment programming. The
number of formats has become further segmented over recent years. For example,
what once was the Rock & Roll format has now been divided into several narrower
formats, including Album Oriented Rock, Adult Contemporary Music ("AC") and
Contemporary Hit Radio, each with a more demographically specific audience.

The increase in the number of program formats has intensified competition
among stations for local advertising revenue. A radio station has two principal
ways of effectively competing for these revenues. First, it can differentiate
itself in its local market by selecting and successfully executing a format
targeted at a particular audience thus enabling advertisers to place their
commercial messages on stations aimed at audiences with certain demographic
characteristics. Second, a station can broadcast special programming, sporting
events or national news product, such as supplied by Westwood One, not available
to its competitors within its format. National programming broadcast on an
exclusive geographic basis can help differentiate a station within its market,
and thereby enable a station to increase its audience and local advertising
revenue.

Radio Advertising. Radio advertising time can be purchased on a local,
regional or national basis. Local purchases allow an advertiser to select
specific radio stations in chosen geographic markets for the broadcast of
commercial messages. However, this process can be expensive and time-consuming,
and may not permit the advertiser to select the specific program in which its
advertisements will be broadcast. Local purchases are typically best suited for
an advertiser whose business or ad campaign is in a specific geographic area.
Advertising purchased from a radio network is one method by which an advertiser
targets its commercial messages to a targeted demographic audience. A national
advertising placement can enable an advertiser to achieve its objective with one
purchase and to select a particular program environment in which its
advertisements will be broadcast.

In recent years the increase in the number of program formats has led to
more demographically specific listening audiences, making radio an attractive,
alternative medium for national advertisers. In addition, nationally broadcast
news, concerts and special event programming have made radio an effective medium
of reach (size of listening audiences) as well as frequency (number of exposures
to the target audience).

To verify audience delivery and demographic composition, specific
measurement information is available to national advertisers. In the top 175
markets, the number of listeners per station is measured and published by
independent rating services such as The Arbitron Ratings Co. and Statistical
Research, Inc.'s RADAR. These rating services provide demographic information
such as the age and sex composition of the listening audiences. Consequently,
national advertisers can statistically verify that their advertisements are
being heard by their target listening audience.

BUSINESS STRATEGY

Westwood One's principal business is providing targeted radio audiences and
commercial spots through its recognized programming and other network products
to national advertisers. The Company, through its various radio networks,
produces and distributes quality programming to radio stations seeking to
increase their listening audience and improve local and national advertising
revenue. The Company sells advertising time within its programs to national
advertisers desiring to reach large listening audiences nationwide with specific
demographic characteristics.

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In 1987, the Company purchased Radio & Records. In 1988, the Company
expanded its business to include radio station ownership. In fiscal 1993, the
Company divested its radio station and Radio & Records businesses in order to
reduce its debt and focus on its core network business.

Radio Programming. The depth of Westwood One's programming has grown
through internal expansion and through acquisition. The Company produces and
distributes regularly scheduled and special syndicated programs, including
exclusive live concerts, music and interview shows, national music countdowns,
lifestyle short features, news broadcasts, talk programs, sporting events, and
sports features.

The Company controls most aspects of production of its programs, therefore
being able to tailor its programs to respond to current and changing listening
preferences. The Company produces both regularly scheduled short-form programs
(typically five minutes or less) and long-form programs (typically 60 minutes or
longer). Typically, the short-form programs are produced at the Company's
in-house facilities located in Culver City, California, New York, New York and
Arlington, Virginia. The long-form programs include shows produced entirely at
the Company's in-house production facilities and recordings of live concert
performances and sports events made on location.

Westwood One also produces and distributes special event syndicated
programs. In fiscal 1993 the Company produced and distributed numerous special
event programs, including the multi-venue Country music extravaganza, Country
Takes Manhattan, worldwide broadcasts of Paul McCartney Live In The New World,
Zooropa 93: U2 Live From Dublin, Aerosmith Live From Brussels, the HBO simulcast
of Madonna: Live Down Under "The Girlie Show", and exclusive live concert
broadcasts of Tom Petty and The Heartbreakers, and Rod Stewart. Westwood One
believes these broadcasts have contributed to its reputation and are an integral
part of its business strategy to increase its share of the national radio
network advertising market.

Westwood One obtains most of the programming for its concert series by
recording live concert performances of prominent recording artists. The
agreements with these artists often provide the exclusive right to broadcast the
concerts worldwide over the radio (whether live or pre-recorded) for a specific
period of time. The Company may also obtain interviews with the recording artist
and retain a copy of the recording of the concert and the interview for use in
its radio programs and as additions to its extensive tape library. The
agreements provide the artist with master recordings of their concerts and
nationwide exposure on affiliated radio stations. In certain cases the artists
may receive compensation.

Westwood One's other programs are produced at its in-house production
facilities. The Company determines the content and style of a program based on
the target audience it wishes to reach. The Company assigns a producer, writer,
narrator or host, interviewer and other personnel to record and produce the
programs. Because Westwood One controls the production process, it can refine
the programs' content to respond to the needs of its affiliated stations and
national advertisers. In addition, the Company can alter program content in
response to current and anticipated audience demand.

The Company believes that its tape library is a valuable asset and
significantly enhances its future programming and revenue generating
capabilities. The library contains previously broadcast programs, live concert
performances, interviews, daily news programs, sports and entertainment
features, Capitol Hill hearings and other special events. New programs can be
created and developed at a low cost by excerpting material from the library. For
example, in 1993 Westwood One delved into its vast archives to bring back the
sounds of the 70's and 80's for its new series The Retro Show. The Company also
utilized its extensive music and interview resources for one time only specials
and ongoing series such as Off The Record with Mary Turner, Class Tracks and On
The Edge.

Affiliated Radio Stations. Westwood One's radio network business strategy
addresses the programming needs and financial limitations of radio stations. The
Company offers radio stations a wide selection of regularly scheduled and
special event syndicated programming. These programs are completely produced by
the Company and, therefore, the stations have no production costs. Typically,
each program is offered for broadcast exclusively to one station in its
geographic market, which assists the station in competing for audience share in
its local marketplace. In addition, except for news programming, Westwood One's
programs

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contain available commercial air time that the stations may sell to local
advertisers. Westwood One typically distributes promotional announcements to the
stations and places advertisements in trade and consumer publications to further
promote the upcoming broadcast of its programs.

Westwood One's networks enter into affiliation agreements with radio
stations. In the case of news and current events programming, the agreements
commit the station to broadcast only the advertisements associated with these
programs and allows the station flexibility to have the news headlined by their
newscaster. The other affiliation agreements require a station to broadcast the
Company's programs and to use a portion of the program's commercial slots to air
national advertisements and any related promotional spots. Radio stations in the
top 200 national markets may also receive compensation for airing national
advertising associated with the Company's news and current events programming.

Affiliation agreements specify the number of times and the approximate time
of day each program and advertisement may be broadcast. Westwood One requires
that each station complete and promptly return to the Company an affidavit
(proof-of-performance) that verifies the time of each broadcast. Affiliation
agreements for Westwood One's entertainment programming are non-cancelable for
26 weeks and are automatically renewed for subsequent 26-week periods, if not
canceled 30 days prior to the end of the existing contract term. Affiliation
agreements for Westwood One's news and current events programming generally run
for a period of at least one year, are automatically renewable for subsequent
periods and are cancelable by either the Company or the station upon 90 days'
notice.

The Company has 34 people responsible for station relations and marketing
its programs to radio stations. Station relationships are managed geographically
to allow the marketing staff to concentrate on specific geographical regions.
This enables the Company's staff to develop and maintain close, professional
relationships with radio station personnel and to provide them with quick
programming assistance.

National Advertisers. Westwood One provides national advertisers with a
cost-effective way to communicate their commercial messages to large listening
audiences nationwide that have specific demographic characteristics. An
advertiser can obtain both frequency (number of exposures to the target
audience) and reach (size of listening audience) by purchasing advertising time
in the Company's programs. By purchasing time in programs directed to different
formats, advertisers can be comfortable about obtaining high market penetration
and visibility as their commercial messages will be broadcast on several
stations in the same market at the same time.

Westwood One generally guarantees an advertiser delivery of an audience of
a specified size and demographic composition, which can be verified through
independent surveys. Furthermore, advertisers receive affidavits that indicate
the number of times and the time of day the advertisers' commercial messages
were broadcast. The Company supports its national sponsors with promotional
announcements and advertisements in trade and consumer publications. This
support promotes the upcoming broadcasts of Company programs and is designed to
increase the advertisers' target listening audience.

The Company sells its commercial time to advertisers either as "bulk" or
"flighted" purchases. Bulk purchases are long-term contracts (26 to 52 weeks)
that are sold "up-front" (early advertiser commitments for national broadcast
time) at discounts below prevailing market prices. Flighted purchases are
contracts for a specific, short-term period of time (one to six weeks) that are
sold at or above prevailing market prices. The Company's strategy for growth in
advertising revenue is to increase the amount of advertising time sold on the
more profitable flighted basis, to increase revenue on the non-RADAR rated
programs, and to increase audience size for news, talk and current events
programming.

COMPETITION

The Company operates in a very competitive environment. In marketing its
programs to national advertisers, the Company competes with other radio
networks, some of which may have greater financial resources than the Company,
as well as with smaller independent producers and distributors. In addition,
Westwood One competes for advertising revenue with network television, cable
television, print and other forms of communication media. The Company believes
that the high quality of its programming and the

46
<PAGE> 55

strength of its station relations and advertising sales force enable it to
compete effectively with other forms of advertising media. Westwood One markets
its programs to radio stations, including affiliates of other radio networks,
that it believes will have the largest and most desirable listening audience for
each of its programs.

The Company often has different programs airing on a number of stations in
the same geographic market at the same time. The Company believes that in
comparison with any other independent producer and distributor or network it has
a larger and more diversified selection of programming from which national
advertisers and radio stations may choose. In addition, the Company both
produces and distributes programs, thereby enabling it to respond more
effectively to the demands on advertisers and radio stations.

The increase in the number of program formats has led to increased
competition among local radio stations for audience. As stations attempt to
differentiate themselves in an increasingly competitive environment, their
demand for quality programming available from outside programming sources has
increased. This demand has been intensified by high operating and production
costs at local radio stations and increased competition for local advertising
revenue.

GOVERNMENT REGULATION

Radio broadcasting and station ownership are regulated by the FCC. Westwood
One, as a producer and distributor of radio programs, is not engaged in radio
broadcasting or station ownership and therefore is not subject to regulation by
the FCC.

EMPLOYEES

On November 15, 1993, Westwood One had 269 full-time employees, including
national and local advertising sales forces of 48 people. In addition, the
Company maintains continuing relationships with approximately 43 independent
writers, program hosts, technical personnel and producers. Certain employees at
the Mutual Broadcasting System and NBC Radio Networks are covered by collective
bargaining agreements. The Company believes relations with its employees and
independent contractors are good.

PROPERTIES

The Company owns a 7,600 square-foot building in Culver City, California in
which its production facilities are located; a 14,000 square-foot building and
an adjacent 10,000 square-foot building in Culver City, California which
contains administrative, sales and marketing offices, and storage space; and a
7,700 square-foot building in Culver City, which contained production facilities
and offices for the Company's KQLZ-FM until shortly after the station was sold.
In addition, the Company leases offices in New York, Chicago, Detroit, Dallas,
and Arlington, Virginia.

The Company believes that its facilities are more than adequate for its
current level of operations and contemplates reducing its available square
footage in the Culver City area.

LEGAL PROCEEDINGS

The Company has submitted to the Commission an offer of settlement arising
out of a formal investigation by the Commission which has been pending since
1989. The settlement offer, which was accepted by the Commission on January 7,
1994, involves the Company's consent, without admitting or denying any of the
findings of the Commission, to an administrative cease and desist order based
upon findings that in 1987 and 1988 the Company violated antifraud and
accounting provisions of the federal securities laws and the rules thereunder in
its revenue recognition and accounting practices during that period. It is
currently anticipated that the order will be entered in January 1994

PRINCIPAL SHAREHOLDERS

The table below sets forth, as of December 31, 1993 and at the Closing, the
number and percentage of outstanding shares of Common Stock and Class B Stock
held by (1) each person or group known to the Company to beneficially own more
than five percent of the outstanding Common Stock or Class B Stock,

47
<PAGE> 56

(2) each of the five current directors, (3) certain executive officers and (4)
all current directors and executive officers as a group. At December 31, 1993,
there were 19,700,849 shares of Common Stock outstanding and 351,733 shares of
Class B Stock outstanding. The table below assumes that at the Closing there
will be 30,032,449 shares of Common Stock outstanding (consisting of 19,700,849
shares currently outstanding, 5,000,000 shares issued to INI at the Closing and
the 5,331,600 shares issuable upon the assumed conversion of the 9% Debentures
outstanding at December 31, 1993) and 351,733 shares of Class B Stock
outstanding.

Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act. Under this Rule, certain shares may be deemed to be
beneficially owned by more than one person (such as where persons share voting
power or investment power). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire the shares (for
example, upon exercise of an option or the conversion of a debenture into common
stock) within 60 days of the date as of which the information is provided; in
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person's actual voting power at
any particular date.

<TABLE>
<CAPTION>
SHARES OF CLASS B
SHARES OF COMMON STOCK BENEFICIALLY OWNED(1) STOCK BENEFICIALLY
------------------------------------------------ OWNED
AT DECEMBER 31, 1993
AT DECEMBER 31, 1993 AT CLOSING(14) AND AT CLOSING(1)
--------------------- --------------------- --------------------
NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT
-------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Norman J. Pattiz(2)................ 2,162,790(3) 10.7% 2,162,790(3) 7.1% 351,690 99.9%
Bruce E. Kanter.................... 291,500(4) 1.5% 291,500(4) * -- --
Paul G. Krasnow.................... 98,750(5) * 98,750(5) * -- --
Joseph B. Smith.................... 99,500(6) * 99,500(6) * -- --
Arthur E. Levine................... 95,000(7) * 95,000(7) * -- --
Gregory P. Batusic................. 12,500(13) * 12,500(13) * -- --
Infinity Network Inc., a
subsidariary of Infinity
Broadcasting Corporation......... -- -- 5,000,000(15) 16.6% -- --
600 Madison Avenue
New York, NY 10022
Putnam Investments, Inc.(12)....... 1,949,500(16) 9.9% 1,949,500(16) 6.5% -- --
One Post Office Square
Boston, MA 02109
The Equitable Life Assurance
Society
of the United States(12)......... 1,594,526(9) 7.7% 1,594,526(9) 5.3% -- --
787 Seventh Avenue
New York, NY 10019
Gruber & McBaine Capital
Management(12)................... 1,288,000(11) 6.5% 1,288,000(11) 4.3% -- --
50 Osgood Place
San Francisco, CA 94133
State of Wisconsin Investment
Board(12)........................ 1,200,000 6.1% 1,200,000 4.0% -- --
P.O. Box 7842
Madison, WI 53707
Froley, Revy Investment Co.,
Inc.(12)......................... 1,082,841(10) 5.2% 1,082,841(10) 3.6% -- --
10900 Wilshire Boulevard
Suite 1050
Los Angeles, CA 90024
All directors and executive
officers as a group (7
persons)(8)...................... 2,837,540 13.6% 2,837,540 9.1% 351,690 99.9%
</TABLE>

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

* Represents less than one percent (1%) of the Company's outstanding shares
of Common Stock.

(1) The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock and Class B Stock, unless otherwise
indicated.

48
<PAGE> 57

(2) As of December 31, 1993, Mr. Pattiz, whose business address is 9540
Washington Boulevard, Culver City, California 90232, owned or controlled
Common Stock and Class B Stock representing approximately 51.5% of the
total voting power of the Company. At the Closing, Mr. Pattiz will own or
control Common Stock and Class B Stock representing approximately 40.3% of
the total voting power of the Company. Mr. Pattiz disclaims economic
interest in 112,500 shares of Class B Stock over which he has voting
control.

(3) Includes stock options for 525,000 shares granted pursuant to Mr. Pattiz'
previous written employment agreement and 18,750 shares under the Company's
1989 Stock Incentive Plan, as amended.

(4) Represents stock options for 250,000 shares granted under the Company's
1989 Stock Incentive Plan, as amended, and a common stock award of 41,500
shares.

(5) Includes stock options for 93,750 shares granted under the Company's 1984
Non-Qualified Stock Option Plan and 1989 Stock Incentive Plan, as amended.

(6) Includes stock options for 83,750 shares granted under the Company's 1989
Stock Incentive Plan, as amended.

(7) Represents stock options for 95,000 shares granted under the Company's 1989
Stock Incentive Plan, as amended.

(8) Includes stock options for 1,111,250 shares granted under the Company's
1984 Non-Qualified Stock Option Plan, 1989 Stock Incentive Plan, as
amended, and Mr. Pattiz's previous written employment agreement.

(9) Includes 848,957 shares issuable upon conversion of the 9% Debentures at a
conversion price of $3.50 per share and 85,000 shares which may be acquired
upon exercise of warrants at an exercise price of $2.375 per share. The
Equitable Life Assurance Society of the United States as the parent holding
company of various subsidiaries, has sole power to vote 1,584,519 shares
and sole dispositive power over 1,591,669 shares.

(10) Represents shares issuable upon conversion of the 9% Debentures at a
conversion price of $3.50 per share.

(11) Gruber and McBaine Capital Management, Inc. as an investment advisor has no
sole voting or dispositive power, but has shared voting and dispositive
power for 1,059,750 shares.

(12) Tabular information and footnotes 9, 10 and 11 are based on information
contained in Schedule 13G filings and other information made available to
the Company.

(13) Represents stock options for 12,500 shares granted under the Company's 1989
Stock Incentive Plan, as amended.

(14) Assumes full conversion of the 9% Debentures outstanding at December 31,
1993 into 5,331,600 shares of the Common Stock.

(15) Represents newly issued shares of Common Stock to be issued at the Closing.
Does not include shares of Common Stock issuable upon the exercise of the
Warrant and the Incentive Warrants.

(16) Putnam Investments, Inc. as an investment advisor has no sole voting
dispositive power, but has shared voting and dispositive power for
1,949,500 shares.

49
<PAGE> 58

MARKET PRICE OF COMMON STOCK AND RELATED SHAREHOLDER MATTERS

The Company's Common Stock has been traded in the over-the-counter market
under the NASDAQ symbol WONE since the Company's initial public offering on
April 24, 1984. The following table sets forth the range of high and low last
sales prices on the NASDAQ/National Market System, as reported by NASDAQ, for
the Common Stock for the fiscal quarters indicated.

<TABLE>
<CAPTION>
FISCAL 1991 HIGH LOW
------------------------------------------------------------------ --- ---
<S> <C> <C>
First Quarter..................................................... 2 1/2 1 5/8
Second Quarter.................................................... 2 7/8 1 3/4
Third Quarter..................................................... 2 3/4 1 3/4
Fourth Quarter.................................................... 2 3/16 1 3/8
FISCAL 1992
First Quarter..................................................... 3 1/2 1 5/16
Second Quarter.................................................... 3 3/8 2 1/16
Third Quarter..................................................... 3 2
Fourth Quarter.................................................... 2 1/2 1 9/16
FISCAL 1993
First Quarter..................................................... 2 5/8 1 9/16
Second Quarter.................................................... 3 1 13/16
Third Quarter..................................................... 3 1/8 2 5/8
Fourth Quarter.................................................... 9 1/4 2 3/8
</TABLE>

The Proposed Transaction was announced on Monday, October 11, 1993. On
Friday, October 8, 1993, sales prices of the Common Stock ranged from a low of
3 1/4 to a last sales price high of 3 1/2.

On January 7, 1994, the last sales price of the Common Stock as reported on
the NASDAQ/National Market System was $8 1/16.

No cash dividend was paid on the Common Stock during fiscal 1993, 1992 or
1991.

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS.)

The selected consolidated financial information for the Company presented
below under the captions "Operating Results" and "Balance Sheet Data" for, and
as of the end of, each of the years in the five-year period ended November 30,
1992 and the nine-month periods ended August 31, 1993 and 1992 is derived from
the Company's Consolidated Financial Statements included herein, which for the
three years ended November 30, 1992 have been audited by Price Waterhouse,
independent certified public accountants. Information for, and as of, the
nine-month periods ended August 31, 1993 and 1992 is unaudited, is derived from
the Company's Consolidated Financial Statements included herein and includes all
adjustments management considers necessary for a fair presentation of the data
for such periods. The historical financial results for the nine-month period
ended August 31, 1993 are not necessarily indicative of results to be expected
for the full year. The selected financial data set forth below should be read in
conjunction with the Consolidated Financial Statements, and the Notes thereto,
of the Company and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included herein.

50
<PAGE> 59

OPERATING RESULTS FOR PERIOD ENDED:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
AUGUST 31, FISCAL YEAR ENDED NOVEMBER 30,
------------------- ----------------------------------------------------
1993 1992 1992 1991 1990 1989 1988
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUE.............................................. $ 71,266 $ 75,533 $101,290 $108,586 $107,629 $105,420 $ 98,078
OPERATING COSTS AND EXPENSES......................... 74,265 90,334 119,990 114,517 116,938 115,541 93,926
-------- -------- -------- -------- -------- -------- --------
OPERATING INCOME (LOSS).............................. (2,999) (14,801) (18,700) (5,931) (9,309) (10,121) 4,152
-------- -------- -------- -------- -------- -------- --------
Interest Expense..................................... 4,998 4,136 5,562 5,610 8,031 8,155 6,422
Other Expense (Income)............................... (42) (27) 301 1,081 (366) (612) (3,196)
Equity in Net Loss of Unconsolidated Subsidiary...... -- 789 789 1,901 1,608 996 --
Loss on Sale of Unconsolidated Subsidiary............ -- 6,691 6,536 -- -- -- --
Effect of Litigation Settlement...................... -- -- -- -- -- 6,129 --
-------- -------- -------- -------- -------- -------- --------
4,956 11,589 13,188 8,592 9,273 14,668 3,226
-------- -------- -------- -------- -------- -------- --------
INCOME (LOSS) BEFORE TAXES, DISCONTINUED OPERATIONS
AND EXTRAORDINARY GAIN............................. (7,955) (26,390) (31,888) (14,523) (18,582) (24,789) 926
PROVISION (BENEFIT) FOR INCOME TAXES................. -- (8,846) (10,491) (4,519) (5,667) (8,044) 452
-------- -------- -------- -------- -------- -------- --------
INCOME (LOSS) FROM CONTINUING OPERATIONS............. (7,955) (17,544) (21,397) (10,004) (12,915) (16,745) 474
INCOME (LOSS) ON DISCONTINUED OPERATIONS, NET OF
INCOME TAX BENEFIT................................. (3,140) (2,249) (2,721) (6,778) (5,260) (5,993) 1,119
PROVISION FOR (LOSS) ON DISPOSAL OF DISCONTINUED
OPERATIONS......................................... (8,500) -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
INCOME (LOSS) BEFORE EXTRAORDINARY GAIN.............. (19,595) (19,793) (24,118) (16,782) (18,175) (22,738) 1,593
EXTRAORDINARY GAIN................................... -- -- -- 25,618 -- -- --
-------- -------- -------- -------- -------- -------- --------
NET INCOME (LOSS).................................... $(19,595) $(19,793) $(24,118) $ 8,836 $(18,175) $(22,738) $ 1,593
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
EARNINGS (LOSS) PER SHARE:
Primary:
Continuing Operations............................ $ (.53) $ (1.18) $ (1.44) $ (.67) $ (.89) $ (1.16) .04
Discontinued Operations.......................... (.77) (.15) (.18) (.46) (.36) (.42) .08
-------- -------- -------- -------- -------- -------- --------
Income (Loss) Before Extraordinary Gain.......... (1.30) (1.33) (1.62) (1.13) (1.25) (1.58) .12
Extraordinary Gain............................... -- -- -- 1.73 -- -- --
-------- -------- -------- -------- -------- -------- --------
Net Income (Loss).............................. $ (1.30) $ (1.33) $ (1.62) $ .60 $ (1.25) $ (1.58) $ .12
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
Fully diluted:
Continuing Operations............................ $ (.53) $ (1.18) $ (1.44) $ (.30) $ (.89) $ (1.16) .04
Discontinued Operations.......................... (.77) (.15) (.18) (.28) (.36) (.42) .08
-------- -------- -------- -------- -------- -------- --------
Income (Loss) Before Extraordinary Gain.......... (1.30) (1.33) (1.62) (.58) (1.25) (1.58) .12
Extraordinary Gain............................... -- -- -- 1.06 -- -- --
-------- -------- -------- -------- -------- -------- --------
Net Income (Loss).............................. $ (1.30) $ (1.33) $ (1.62) $ .48 $ (1.25) $ (1.58) $ .12
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
</TABLE>

BALANCE SHEET DATA AT PERIOD ENDED:

<TABLE>
<CAPTION>
AUGUST 31, NOVEMBER 30,
------------------- ----------------------------------------------------
1993 1992 1992 1991 1990 1989 1988
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS....................................... $ 32,636 $ 52,201 $ 51,091 $ 46,126 $ 54,312 $ 54,613 $ 68,177
WORKING CAPITAL...................................... (11,055) 7,645 (11,942) 10,200 28,676 27,112 14,828
TOTAL ASSETS......................................... 177,725 300,873 295,740 322,561 343,783 353,065 300,511
LONG-TERM DEBT....................................... 66,057 164,822 146,622 169,083 214,342 195,750 98,500
TOTAL SHAREHOLDERS' EQUITY........................... 56,015 79,372 75,204 98,765 89,496 106,713 129,007
</TABLE>

No cash dividend was paid on the Company's common stock during the five
years ended November 30, 1992 or for the nine months ended August 31, 1993.

In 1993, the Company classified the results of operations from Radio &
Records and its Los Angeles (KQLZ-FM) and New York (WYNY-FM) radio stations as
discontinued operations. Accordingly, the historical net losses of the Company's
owned-and-operated radio stations and Radio & Records have been reported
separately from continuing operations, and the prior periods have been restated
(including an allocation of interest). In the nine months ended August 31, 1993,
the Company made a provision for the loss on the disposition of these assets of
approximately $8,500, including estimated future costs and operating results
from March 1, 1993 until the date of disposition.

51
<PAGE> 60

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED):

The following is a tabulation of the unaudited quarterly results of
operations for the first three quarters of fiscal 1993 and for each of the
quarters for the fiscal years ended November 30, 1992 and 1991:

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH FISCAL
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) QUARTER QUARTER QUARTER QUARTER YEAR
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
1993
REVENUE......................................... $20,352 $25,132 $25,782
OPERATING INCOME (LOSS)......................... (4,291) 319 973
(LOSS) FROM CONTINUING OPERATIONS............... (6,072) (1,303) (580)
NET (LOSS)...................................... (9,212) (1,303) (9,080)
(LOSS) PER SHARE:
PRIMARY AND FULLY DILUTED:
CONTINUING OPERATIONS...................... (0.40) (0.09) (0.04)
DISCONTINUED OPERATIONS.................... (0.21) -- (0.56)
NET (LOSS)................................. $ (0.61) $ (0.09) $ (0.60)
1992
REVENUE......................................... $23,444 $24,279 $27,810 $25,757 $101,290
OPERATING (LOSS)................................ (5,857) (5,428) (3,516) (3,899) (18,700)
(LOSS) FROM CONTINUING OPERATIONS............... (5,343) (4,544) (7,657) (3,853) (21,397)
NET (LOSS)...................................... (7,240) (4,810) (7,743) (4,325) (24,118)
(LOSS) PER SHARE:
PRIMARY AND FULLY DILUTED:
CONTINUING OPERATIONS...................... (0.36) (0.30) (0.51) (0.26) (1.44)
DISCONTINUED OPERATIONS.................... (0.13) (0.02) (0.01) (0.03) (0.18)
NET (LOSS)................................. $ (0.49) $ (0.32) $ (0.52) $ (0.29) $ (1.62)
1991
REVENUE......................................... $22,639 $26,752 $27,834 $31,361 $108,586
OPERATING INCOME (LOSS)......................... (5,360) (813) (353) 595 (5,931)
(LOSS) FROM CONTINUING OPERATIONS............... (5,132) (2,632) (1,489) (751) (10,004)
(LOSS) BEFORE EXTRAORDINARY GAIN................ (9,161) (4,070) (2,213) (1,338) (16,782)
NET INCOME (LOSS)............................... 16,457 (4,070) (2,213) (1,338) 8,836
EARNINGS (LOSS) PER SHARE:
PRIMARY:
CONTINUING OPERATIONS...................... (0.35) (0.17) (0.10) (0.05) (0.68)
DISCONTINUED OPERATIONS.................... (0.27) (0.10) (0.05) (0.04) (0.45)
(LOSS) BEFORE EXTRAORDINARY GAIN........... (0.62) (0.27) (0.15) (0.09) (1.13)
NET INCOME (LOSS).......................... 1.11 (0.27) (0.15) (0.09) 0.60
FULLY DILUTED:
CONTINUING OPERATIONS...................... (0.20) (0.17) (0.10) (0.05) (0.30)
DISCONTINUED OPERATIONS.................... (0.18) (0.10) (0.05) (0.04) (0.28)
(LOSS) BEFORE EXTRAORDINARY GAIN........... (0.38) (0.27) (0.15) (0.09) (0.58)
NET INCOME (LOSS).......................... $ 0.78 $ (0.27) $ (0.15) $ (0.09) $ 0.48
</TABLE>

At the end of the Company's first fiscal quarter of 1993, the Company
classified the results of operations from Radio & Records and its Los Angeles
(KQLZ-FM) and New York (WYNY-FM) radio stations as discontinued operations.
Accordingly, the historical net losses of the Company's owned-and-operated radio
stations and Radio & Records have been reported separately from continuing
operations, and the prior periods have been restated (including an allocation of
interest). In the third quarter of 1993, the Company made a

52
<PAGE> 61

provision for the loss on the disposition of these assets of approximately
$8,500, including estimated future costs and operating results from March 1,
1993 until the date of disposition.

Earnings (loss) per share is computed independently for each of the
quarters presented. The effect of convertible debentures on the fully diluted
earnings per share computation for the second, third, and fourth quarters of
1991 were anti-dilutive and, therefore, primary and fully diluted earnings per
share are equivalent. As a result, the sum of the quarterly fully diluted
earnings per share amounts do not equal the annual earnings per share in 1991.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(IN THOUSANDS, EXCEPT FOR PER SHARE AND BOND AMOUNTS)

In June 1993, the Company completed the sales of its two owned-and-operated
radio stations, WYNY-FM and KQLZ-FM (collectively, the "Stations"), and in
November 1993 Westinghouse Electric Corporation ("WEC") acquired Radio & Records
and the remaining net assets of Westwood One Stations Group, Inc. ("The Group")
(a subsidiary initially set up by the Company as the owner of the Stations and
Radio & Records in order to collateralize loans from WEC) in complete
satisfaction of The Group's remaining obligations for the principal amount of
loans and accrued interest thereon owed to WEC. Accordingly, the results of the
Stations and Radio & Records are classified as discontinued operations for all
periods presented. Consequently, the assets and liabilities of the discontinued
operations (net of the provision for loss on disposal) have been recorded as
investment in discontinued operations (the "Investment") on the consolidated
balance sheet. The Investment and long-term debt are reduced as proceeds from
the asset dispositions are received.

RESULTS OF OPERATIONS

Nine Months Ended August 31, 1993 Compared with the Nine Months Ended
August 31, 1992. The following table sets forth the Consolidated Statements of
Operations in dollars and as a percent of revenue for the nine months ended
August 31, 1993 and 1992, accompanied by a period-to-period comparison:

<TABLE>
<CAPTION>
NINE MONTHS ENDED AUGUST 31,
-------------------------------------------
1993 1992 CHANGE
------------------- ------------------- ------------------
DOLLARS % DOLLARS % DOLLARS %
----------- --- ----------- --- -------- -----
<S> <C> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
REVENUE............................................ $ 71,266 100% $ 75,533 100% $ (4,267) -6%
Operating Costs and Expenses Excluding Depreciation
and Amortization................................. 58,983 83 69,116 92 (10,133) -15
Depreciation and Amortization...................... 12,367 17 14,798 20 (2,431) -16
Corporate General and Administrative Expenses...... 2,915 4 4,384 6 (1,469) -34
Severance and Termination Expenses................. -- -- 2,036 3 (2,036) -100
----------- --- ----------- --- -------- -----
OPERATING INCOME (LOSS)............................ (2,999) -4 (14,801) -20 11,774 80
Interest Expense................................... 4,998 7 4,136 5 862 21
Other Expense (Income)............................. (42) -0 (27) -0 15 56
Equity in Net Loss of Unconsolidated Subsidiary.... -- -- 789 1 (789) -100
Loss on Sale of Unconsolidated Subsidiary.......... -- -- 6,691 9 (6,691) -100
----------- --- ----------- --- -------- -----
(LOSS) BEFORE TAXES AND DISCONTINUED OPERATIONS.... (7,955) -11 (26,390) -35 18,435 70
(BENEFIT) FOR INCOME TAXES......................... -- -- (8,846) -12 (8,846) -100
----------- --- ----------- --- -------- -----
(LOSS) FROM CONTINUING OPERATIONS.................. (7,955) -11 (17,544) -23 9,589 55
(LOSS) ON DISCONTINUED OPERATIONS NET OF INCOME TAX
BENEFIT OF $904 IN 1992.......................... (3,140) -4 (2,249) -3 (891) -40
PROVISION FOR (LOSS) ON DISPOSAL OF DISCONTINUED
OPERATIONS....................................... (8,500) -12 -- -- (8,500) NM
----------- --- ----------- --- -------- -----
NET (LOSS)......................................... $ (19,595) -27% $ (19,793) -26% $ 198 1%
----------- --- ----------- --- -------- -----
----------- --- ----------- --- -------- -----
</TABLE>

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

NM -- Not Meaningful

53
<PAGE> 62

Westwood One derives substantially all of its revenue from the sale of
advertising time to advertisers. Revenue for the first nine months of fiscal
1993 declined $4,267, or 6%, to $71,266 from $75,533 in the same period a year
ago. The decrease in revenue was attributable to the non-recurrence of the
Company's exclusive radio coverage of the 1992 Summer Olympics. The Company's
share of the national network radio marketplace declined by approximately one
percentage point for the nine months versus the comparable prior year period as
a result of reducing affiliate compensation expense (to improve profitability)
which in turn impacted the value of the advertising time (audience) available
for sale.

Operating costs and expenses (excluding depreciation and amortization)
primarily include affiliate compensation (to radio stations in exchange for
commercial spots, which the Company sells to advertisers), current period
production costs of syndicated radio programs (excluding the amortization of
production costs) and network administration, which typically do not vary
directly with revenue, and selling expenses (including agency commissions
related to advertising revenue) which often vary closely with revenue. Operating
Costs and expenses decreased $10,133, or 15%, to $58,983 from $69,116 in the
same period a year ago primarily due to cost reduction programs associated with
affiliate compensation, programming, news and staffing expenses, the
non-recurrence of the 1992 Summer Olympics, and lower agency commissions.

Depreciation and amortization decreased $2,431, or 16%, to $12,367 versus
$14,798 a year ago due to lower amortization of production costs and
depreciation of property and equipment.

Corporate general and administrative expenses dropped $1,469, or 34%, to
$2,915 as compared to $4,384 in the prior year principally due to the
non-recurrence of a one-time charge for a vested benefit related to a new
executive officer's employment contract, reduced legal and consulting expenses
and other across-the-board expense cuts.

Severance and termination expenses of $2,036 in 1992 were principally due
to management changes implemented to achieve future efficiencies.

Operating loss decreased to $2,999 from $14,801 a year ago, an improvement
of $11,774, or 80%. This substantial change was primarily due to significant
cost reduction programs and the non-recurrence of both the prior year severance
and termination expenses and the one-time vested benefit, partially offset by
the non-recurrence of profit from the 1992 Summer Olympics.

Interest expense increased $862, or 21%, to $4,998 from $4,136 a year ago
due principally to restructuring expenses accompanied by an increased interest
rate associated with amending the terms of the Company's bank revolving credit
facility and term loan.

Loss before taxes and discontinued operations significantly improved by
$18,435, or 70%, to $7,955 versus $26,390 a year ago, due to the decreased
operating loss and the elimination of both the equity in net loss and loss on
sale of an unconsolidated subsidiary resulting from its sale in the third
quarter of fiscal 1992.

Starting in fiscal 1993 the Company no longer has deferred tax liabilities
available to offset its loss from continuing operations resulting in a reduced
benefit for income taxes of $8,846.

In the third quarter of 1993, the Company recorded an $8,500 provision for
the loss on disposal of discontinued operations, including estimated future
costs and operating results of the discontinued assets from March 1, 1993 until
the date of disposition.

On August 31, 1993, Radar ratings were published, which disclosed a decline
in audience levels for the radio network industry, and specifically the Company.
The Company cannot determine what impact, if any, these ratings will have on
future revenue.

In 1992, the Financial Accounting Standards Board issued FAS No. 109
"Accounting for Income Taxes". The Company will adopt the standard in fiscal
1994. However, the impact of complying with the new rule has not yet been
determined.

54
<PAGE> 63

Trend Analysis of Fiscal Years Ended November 30, 1992, 1991, and
1990. The following table sets forth the consolidated statements of operations
in dollars and as a percent of revenue for the three years ended November 30,
1992, 1991, and 1990, accompanied by dollar and percent comparisons covering
1992 vs 1991 and 1991 vs 1990:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED NOVEMBER 30,
------------------------------------------------
1992 1991 1990 1992 VS 1991 1991 VS 1990
-------------- -------------- -------------- --------------- ---------------
DOLLARS % DOLLARS % DOLLARS % DOLLARS % DOLLARS %
-------- --- -------- --- -------- --- -------- ---- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE.............................. $101,290 100% $108,586 100% $107,629 100% $ (7,296) -7% $ 957 1%
Operating Costs and Expenses
Excluding Depreciation and
Amortization....................... 92,249 91 86,287 79 87,645 81 5,962 7 (1,358) -2
Depreciation and Amortization........ 19,661 20 22,055 20 22,855 21 (2,394) -11 (800) -4
Corporate General and Administrative
Expenses........................... 6,017 6 6,175 6 5,994 6 (158) -3 181 3
Severence and Termination Expenses... 2,063 2 -- 0 444 0 2,063 NM (444) -100
-------- --- -------- --- -------- --- -------- ---- -------- ----
OPERATING (LOSS)..................... (18,700) -18 (5,931) -5 (9,309) -9 (12,769) -215 3,378 36
Interest Expense..................... 5,562 5 5,610 5 8,031 7 (48) -1 (2,421) -30
Other Expense (Income)............... 301 0 1,081 1 (366) 0 (780) -72 1,447 NM
Equity in Net Loss of Unconsolidated
Subsidiary......................... 789 1 1,901 2 1,608 1 (1,112) -58 293 18
Loss on Sale of Unconsolidated
Subsidiary......................... 6,536 6 -- 0 -- 0 6,536 NM -- --
-------- --- -------- --- -------- --- -------- ---- -------- ----
(LOSS) BEFORE TAXES, DISCONTINUED
OPERATIONS AND EXTRAORDINARY
GAIN............................... (31,888) -31 (14,523) -13 (18,582) -17 (17,365) -120 4,059 22
(BENEFIT) FOR INCOME TAXES........... (10,491) -10 (4,519) -4 (5,667) -5 5,972 132 (1,148) -20
-------- --- -------- --- -------- --- -------- ---- -------- ----
(LOSS) FROM CONTINUING OPERATIONS.... (21,397) -21 (10,004) -9 (12,915) -12 (11,393) -114 2,911 23
(LOSS) ON DISCONTINUED OPERATIONS NET
OF INCOME TAX BENEFIT OF $1,105
(1992), $3,063 (1991) AND $2,309
(1990)............................. (2,721) -3 (6,778) -6 (5,260) -5 4,057 60 (1,518) -29
-------- --- -------- --- -------- --- -------- ---- -------- ----
(LOSS) BEFORE EXTRAORDINARY GAIN..... (24,118) -24 (16,782) -15 (18,175) -17 (7,336) -44 1,393 8
EXTRAORDINARY GAIN ON DEBT EXCHANGE
OFFER NET OF TAXES................. -- -- 25,618 -- -- -- (25,618) -100 25,618 NM
-------- --- -------- --- -------- --- -------- ---- -------- ----
NET INCOME (LOSS).................... $(24,118) -24% $ 8,836 8% $(18,175) -17% $(32,954) NM $ 27,011 NM
-------- --- -------- --- -------- --- -------- ---- -------- ----
-------- --- -------- --- -------- --- -------- ---- -------- ----
</TABLE>

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

NM -- Not Meaningful

Revenue decreased 7% to $101,290 in fiscal 1992 from $108,586 in fiscal
1991 and increased nominally (1%) in fiscal 1991 from $107,629 in fiscal 1990.
The decrease in revenue in fiscal 1992 was primarily attributable to a 13%
erosion of the national network radio revenue marketplace (according to the
Radio Network Association). The decline in revenue would have been slightly
greater had the Company not had the exclusive radio coverage for the 1992 Summer
Olympics. The Company's market share, based on advertising revenue reported to
the Radio Network Association, was 25% in fiscal 1992 as compared to
approximately 24% in fiscal 1991 and 1990.

Operating costs and expenses excluding depreciation and amortization
increased 7% to $92,249 in fiscal 1992 from $86,287 in fiscal 1991 and decreased
2% in fiscal 1991 from $87,645 in fiscal 1990. The fiscal 1992 increase is
primarily attributable to costs associated with broadcasting the 1992 Summer
Olympics, a provision for contract losses and higher affiliate compensation
expenses, partially offset by lower syndicated music programming costs, reduced
agency commissions associated with lower revenue, lower write-offs of doubtful
accounts and lower transmission expenses. The fiscal 1991 decrease was primarily
associated with the full-year impact of the elimination in 1990 of several
unprofitable syndicated programs and related personnel, partially offset by an
increase in affiliate compensation expense in order to attempt to gain a larger
long-term audience and an increase of $1,001 in the write-off of doubtful
accounts.

55
<PAGE> 64

Depreciation and amortization dropped 11% to $19,661 in 1992 from $22,055
in 1991 and dropped 4% in 1991 from $22,855 in 1990. The reductions are
primarily due to lower amortization of production costs and lower write-offs
resulting from fewer terminated station affiliation agreements.

Corporate general and administrative expenses decreased 3% to $6,017 in
fiscal 1992 from $6,175 in fiscal 1991 and increased 3% in fiscal 1991 from
$5,994 in fiscal 1990. In 1992, reduced legal and consulting fees were almost
entirely offset by a one-time charge for a vested benefit related to a new
executive officer's employment contract, an executive search fee and expenses
associated with restructuring loan agreements. The increase in 1991 was
attributable to higher legal and consulting fees.

Severance and termination expenses in 1992 were $2,063 and were $444 in
1990 due in 1992 to a substantial expense provision related to several
management changes and in 1990 to a significant personnel reduction, primarily
related to the production of syndicated programs.

Operating loss rose 215% to $18,700 in 1992 from $5,931 in 1991 after a 36%
decrease in 1991 from $9,309 in 1990. The increase in the 1992 operating loss
occurred principally due to the profit impact of lower revenue resulting from
the overall decline in the marketplace (somewhat offset by profit from the 1992
Olympics), increased operating costs and expenses and the increase in severance
and termination expenses, partially offset by lower depreciation and
amortization. The 1991 decrease in operating loss was a result of lower
operating costs and expenses, profit related to higher revenue, lower
depreciation and amortization and a reduction in severance and termination
expenses.

Interest expense was $5,562, $5,610 and $8,031 in fiscal 1992, 1991 and
1990, respectively. The decrease in fiscal 1991 was primarily due to lower debt
as a result of the January 1991 debt exchange offer.

In fiscal 1992 and 1991, other expense of $301 and $1,081, respectively,
was due principally to provisions in 1992 and 1991 of $250 and $1,428,
respectively, to write-down a parcel of real estate that was held for sale to
its net realizable value, partially offset by investment income. In 1990, other
income was principally comprised of investment income.

Equity in net loss of an unconsolidated subsidiary was related to the
Company's share of the operating performance of WNEW-AM, which was sold in
August 1992.

Loss on the sale of an unconsolidated subsidiary of $6,536 in 1992
represents the provision for the sale of WNEW-AM, which closed on December 15,
1992.

Loss before taxes, discontinued operations, and extraordinary gain
increased 120% to $31,888 in 1992 from $14,523 in 1991 and decreased 22% in 1991
from $18,582 in 1990. The increase in 1992 was principally due to the increased
operating loss, the loss on the sale of an unconsolidated subsidiary, and the
provision for the write-down to net realizable value of a parcel of real estate.
The 1991 decrease was principally related to a lower operating loss and reduced
interest expense, partially offset by a provision for the write-down of a parcel
of real estate.

Benefit for income taxes increased 132% to $10,491 in 1992 from $4,519 in
1991 and decreased 20% in 1991 from $5,667 in 1990 principally as a result of
the change in pre-tax loss. The Company's effective tax rates in fiscal 1992,
1991, and 1990 were 33%, 31%, and 30%, respectively.

Loss from continuing operations increased $11,393 to $21,397 in 1992 from
$10,004 in 1991 and decreased $2,911 in 1991 from $12,915 in 1990 due to changes
in the pre-tax loss, partially offset by the benefit for income taxes.

Loss on discontinued operations, net of income tax benefit, decreased
$4,057 to $2,721 in 1992 from $6,778 in 1991 and increased $1,518 in 1991 from
$5,260 in 1990. Improved operating performance of WYNY-FM and Radio & Records,
lower interest expense and the non-occurrence of costs associated with the 1991
format change at KQLZ-FM contributed to the lower 1992 loss, while the 1991
KQLZ-FM format change costs were responsible for the higher loss in 1991 versus
1990.

The Company had an extraordinary gain on the debt exchange offer in fiscal
1991, net of taxes, amounting to $25,618.

56
<PAGE> 65

LIQUIDITY AND CAPITAL RESOURCES

At August 31, 1993, the Company's cash and cash equivalents were $4,778, a
decrease of $1,677 from November 30, 1992. The decrease in cash of $1,677
combined with the cash provided before financing activities of $92,505 and the
proceeds from the issuance of Common Stock of $196 were used to reduce
outstanding borrowings by $94,378 to $84,221 at August 31, 1993 from $178,599 at
November 30, 1992.

For the nine months ended August 31, 1993, net cash from operating
activities was $475, a decrease of $1,573 from the comparable prior year. The
decrease was primarily attributable to prior year collections associated with
fourth quarter 1991 revenue and a large reduction in accounts payable and
accrued liabilities, partially offset by improved broadcast cash flow and
receipt of a multi-year license fee (deferred revenue). Net cash provided by
investing activities was $92,030, an increase of $99,627 over the prior year,
principally due to proceeds from the sales of two radio stations, an
unconsolidated subsidiary and a parcel of real estate. Consequently, cash
provided before financing activities for the first nine months of 1993 versus
comparable 1992 improved $98,054.

The Company used the assets of The Group as collateral for a revolving
credit facility with WEC and 16% Senior Subordinated Debentures issued to WEC,
both non-recourse to the Company. In June 1993 the Company completed the sale of
both radio stations and used the net proceeds to retire the 16% Debentures
($43,733) and reduce the revolving credit facility to $20,334. At August 31,
1993 The Group's primary source of liquidity was $3,471 in cash and cash
equivalents, of which $994 was used on September 15, 1993 to make a $610
principal payment along with accrued interest.

Effective November 1, 1993, WEC acquired Radio & Records and the remaining
net assets of The Group in complete satisfaction of The Group's remaining
obligations for the principal amount of loans and accrued interest thereon owed
to WEC.

Cash and cash equivalents for the Company, excluding The Group, was $1,307
at August 31, 1993. The Company, excluding The Group, amended its Revolving
Facility and term loan with its senior lender effective April 13, 1993. Under
the amended terms, at August 31, 1993 the Company had a Revolving Facility of
$6,800 and a term loan of $13,300, with interest at the rate of prime plus 2%,
and a maturity on December 1, 1993. At August 31, 1993 the Company, excluding
The Group, had available borrowings under the Revolving Facility of $4,800 and
had borrowed the maximum amount of the term loan.

On November 22, 1993 the Company repaid its Revolving Facility and term
loan by entering into a new senior debt agreement involving a revolving facility
and two term loans. The principal terms of the new loan agreement are:

(1) A maximum revolving credit facility of $13,000 based on eligible
accounts receivable.

(2) A $3,500 term loan A to be repaid at approximately $58 per month
starting on January 1, 1994 with the remaining principal and interest due
on December 1, 1996.

(3) A $3,500 term loan B to be repaid at approximately $83 a month
starting on January 1, 1994 with the remaining principal and interest due
on December 1, 1995.

(4) An interest rate on all loans of 2.25% above prime, payable
monthly.

(5) A closing fee of $200, an annual facility fee of $100, certain
annual unused line, term loan continuation, and administrative service fees
and a prepayment fee of $200 should the Acquisition be consummated.

On November 4, 1993 the Company signed a definitive agreement to acquire
the Unistar Shares, net of the Assigned Assets and the Assumed Liabilities, for
$16,589 plus assumption of the Retained Debt in the amount of $84,711. The
Acquisition will be accounted for as a purchase and will be financed with the
proceeds of the New Senior Loan. It is currently expected that such borrowings
will also include funds for the refinancing of the Company's new senior debt. In
addition, the Company also agreed to issue and sell to INI 5 million newly
issued shares of Common Stock and the Warrant to purchase an additional 3
million shares of Common Stock at an exercise price of $3.00 per share (subject
to certain vesting requirements), for an

57
<PAGE> 66

aggregate purchase price of $15,000. Upon the Closing, Infinity will manage
Westwood One pursuant to the Management Agreement. The Proposed Transaction is
subject to a number of conditions including receipt of financing and approval by
the Company's shareholders.

Management believes that the Company's cash, anticipated cash flow from
operations and available borrowings will be sufficient to finance current and
forecasted operations and debt obligations over the next 12 months, although
there can be no assurance in this regard. Furthermore, the projected cash flow
from operations and available borrowings of the Company following the
Acquisition is projected to be sufficient to finance forecasted operations and
anticipated debt obligations. There can be no assurance, however, that the
Acquisition will be consummated.

58
<PAGE> 67

INFORMATION REGARDING UNISTAR

The following information regarding Unistar has been provided to the
Company by Unistar. The Company has not independently verified any of the
information contained in this Proxy Statement which was supplied by Unistar.

BUSINESS

Unistar is a producer and distributor of radio programs and 24-hour
continuous play formats to radio stations nationwide. Unistar served a total of
approximately 2,000 affiliated radio stations as of December 31, 1992. Unistar
produces and distributes regularly scheduled news, business, sports and
entertainment programs through its various operating radio networks: Unistar
Power Radio Network, CNN+ Radio Network, Unistar Super Radio Network, CNBC
Business Radio Network and Unistar Programming Network.

Generally, Unistar pays the cost of producing or acquiring the broadcasting
rights for its programming and pays compensation to its affiliated stations for
broadcasting the programs and commercial announcements included therein. Unistar
derives substantially all of its revenues from the sale of commercial time to
national advertisers.

COMPETITION

Unistar competes with other radio programmers and distributors, television
networks, cable television and other advertising media in the sale of
advertising time. Generally, sales of advertising time depend upon the ability
to deliver an audience composed of a specific demographic group, which in turn
depends upon the quality and characteristics of the programming provided.

Unistar also competes with other companies providing radio programming for
the placement of radio programming on individual radio stations. Placement of
radio programming is dependent upon the stations' needs and the desirability of
the programming offered.

EMPLOYEES

On November 15, 1993, Unistar had 181 full-time employees. Certain on-air
employees at Unistar's Valencia, California and Arlington, Virginia production
facilities are covered by collective bargaining agreements. Unistar believes
relations with its employees and independent contractors are good.

PROPERTIES

Unistar leases its headquarters which are located at 1675 Broadway, 17th
Floor, New York, NY 10019. In addition, Unistar leases a 32,000 sq. ft.
production facility in Valencia, California, and a 8,000 sq. ft. facility in
Arlington, Virginia for the production of its news operations. Unistar also
leases three small sales locations throughout the country. Unistar believes its
facilities are adequate for its level of operations.

LEGAL PROCEEDINGS

Unistar is not involved in any litigation which it believes will have a
material adverse effect on its business and operations.

SHAREHOLDERS, DIVIDENDS

Unistar is a wholly-owned subsidiary of UCGI. During 1992, the parent
corporation of UCGI was in monetary default on its loan commitments to several
financial institutions, including Chase, who in February 1993 acquired 100% of
the equity of UCGI in lieu of foreclosure (the "UCGI Restructuring"). In
February 1993, Infinity entered into a management agreement to manage the
business and operations of UCGI and its subsidiaries, including Unistar. In
September 1993, Chase acquired the equity shares of the other financial
institutions, Infinity's management agreement was amended and restated and INI
acquired approximately 20% of UCGI's issued and outstanding capital stock and an
option to acquire the remaining capital stock of

59
<PAGE> 68

UCGI from Chase at a nominal price. At Closing, INI will have the right to
exercise such option and acquire the remaining shares of UCGI from Chase, and it
is expected that INI will acquire such shares promptly after the Closing.

There is no established public trading market for the equity of Unistar or
UCGI. No dividends were paid on Unistar's common stock during the three years
ended December 31, 1992 or for the nine months ended September 30, 1993.

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

REVENUE:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,(A)
------------------ ----------------------------
1993 1992 1992 1991 1990
------- -------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUE........................................ $50,958 $ 44,618 $ 58,053 $73,839 $82,109
OPERATING COSTS AND EXPENSES................... 47,236 48,595 66,374 66,528 76,149
------- -------- -------- ------- -------
OPERATING INCOME (LOSS)........................ 3,722 (3,977) (8,321) 7,311 5,960
------- -------- -------- ------- -------
Interest expense............................... 4,743 5,721 7,768 9,995 12,146
Write-off of deferred debt cost and original
issue discount............................... 5,404
Equity in net loss of unconsolidated
subsidiary................................... 311 309 435 9 294
------- -------- -------- ------- -------
LOSS BEFORE TAXES.............................. (1,332) (10,007) (21,928) (2,693) (6,480)
------- -------- -------- ------- -------
INCOME TAXES................................... 57 79 82 128 98
------- -------- -------- ------- -------
NET LOSS....................................... $(1,389) $(10,086) $(22,010) $(2,821) $(6,578)
------- -------- -------- ------- -------
------- -------- -------- ------- -------
</TABLE>

BALANCE SHEET DATA AT PERIOD ENDED:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
------------------- ------------------------------
1993 1992 1992 1991 1990
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS.............................. $ 18,029 $ 12,122 $ 11,941 $ 16,972 $ 19,176
WORKING CAPITAL............................. (4,492) (10,069) (13,328) (3,988) (4,586)
TOTAL ASSETS................................ 124,037 85,100 81,977 92,334 99,784
LONG-TERM DEBT.............................. 102,905 90,868 96,590 89,246 91,074
TOTAL SHAREHOLDERS' EQUITY.................. (1,388) (27,958) (39,882) (17,872) (15,051)
</TABLE>

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

No dividends were paid on Unistar's common stock during the three years ended
December 31, 1992 or for the nine months ended September 30, 1993.

(A) Information prior to 1990 is not presented. Unistar Radio Networks, Inc. was
formed on August 17, 1989 by the combination of two unrelated groups of
companies and the results of the combined operations is not comparable for
periods prior to 1990.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(ALL AMOUNTS IN THOUSANDS)

RESULTS OF OPERATIONS

Three months ended September 30, 1993 compared with the three months ended
September 30, 1992. Unistar derives substantially all of its revenue from the
sale of advertising time to advertisers. Revenues for the three months ended
September 30, 1993 were $18,604 as compared to $15,361 for the three months
ended September 30, 1992, an increase of $3,243 or 21%. The increase was
primarily attributable to an overall increase in expenditures by radio network
advertisers and an increase in Unistar's share of network radio

60
<PAGE> 69

advertising sales for the third quarter of 1993 as compared to the third quarter
of 1992. Unistar's management expects expenditures by radio network advertisers
and Unistar's share of network radio advertising sales to continue increasing,
however there can be no assurances of that result.

Depreciation and Amortization was $1,646 for the three months ended
September 30, 1993 as compared to $1,241 for the three months ended September
30, 1992, an increase of $405 or 33%. This increase was primarily due to
increased goodwill amortization resulting from the UCGI Restructuring.

Operating income for the three months ended September 30, 1993 was $1,992
compared to an operating income of $142 for the three months ended September 30,
1992, an improvement of $1,849. This increase was primarily due to the increase
in revenues in excess of the increase in expenses during the first three months
ended September 30, 1993.

Interest expense was $1,659 for the three months ended September 30, 1993
as compared to $1,833 for the three months ended September 30, 1992, a decrease
of $173 or 9%, which was primarily due to the reduction in interest rates during
1993.

Net Income for the three months ended September 30, 1993 was $211 as
compared to a net loss of $1,822 for the three months ended September 30, 1992.

Nine months ended September 30, 1993 compared with the nine months ended
September 30, 1992. Revenues for the nine months ended September 30, 1993 were
$50,958 as compared to $44,618 for the nine months ended September 30, 1992, an
increase of $6,340 or 14%. The increase was primarily attributable to an overall
increase in expenditures by radio network advertisers and an increase in
Unistar's share of network radio advertising sales for the first nine months of
1993 as compared to the first nine months of 1992.

Operating costs and expenses (excluding Depreciation and Amortization)
include costs of programming, production, distribution, affiliate compensation
and sales, general and administrative expenses. Operating costs and expenses
(excluding Depreciation and Amortization) were $42,278 in the nine months ended
September 30, 1993 down by $2,611 or 6% from $44,890 in the nine months ended
September 30, 1992. Excluding restructuring costs of $1,501 incurred in the nine
months ended September 30, 1992, operating costs and expenses were $1,110 or
approximately 2.5% lower for the first nine months of 1993 as compared with the
first nine months of 1992. The reduction in costs was in part due to the
elimination of certain unprofitable shows and programming and cost reductions
instituted as a result of the change in management in connection with the UCGI
Restructuring. Programming and station affiliation costs were $362 lower for the
first nine months of 1993 as compared with the first nine months of 1992,
primarily as a result of the elimination of unprofitable programming and station
affiliate compensation. Sales, general and administrative expenses were $748
lower for the first nine months of 1993 as compared with the first nine months
of 1992, primarily as a result of reductions in operating expenses in connection
with the UCGI Restructuring, as well as decreases in marketing costs relating to
developing and maintaining affiliates.

Depreciation and Amortization was $4,958 for the nine months ended
September 30, 1993 as compared to $3,705 for the nine months ended September 30,
1992, an increase of $1,252 or 34%. This increase was primarily due to increased
goodwill amortization resulting from the UCGI Restructuring.

Operating income for the nine months ended September 30, 1993 was $3,722
compared to an operating loss of $3,977 for the nine months ended September 30,
1992, an improvement of $7,699. This increase was primarily due to the increase
of revenues and the reduction in expenses during the first nine months of 1993.

61
<PAGE> 70

Interest expense was $4,743 for the nine months ended September 30, 1993 as
compared to $5,721 for the nine months ended September 30, 1992, a decrease of
$978 or 17%, which was primarily due to the reduction in interest rates during
1993.

Net Loss was $1,389 for the nine months ended September 30, 1993, $8,697 or
86% lower than than the Net Loss of $10,086 for the nine months ended September
30, 1992.

Year ended December 31, 1992 compared with the year ended December 31,
1991. Revenues for the year ended December 31, 1992 were $58,053 as compared to
$73,839 for the year ended December 31, 1991, a decrease of $15,786 or 21%. The
decrease was due primarily to a weak advertising market generally and
specifically a decrease in overall expenditures by advertisers on radio network
programming during the year ended December 31, 1992. In addition, Unistar's
share of radio network advertising sales declined. Revenues also declined as a
result of the discontinuing of several unprofitable programs.

Operating costs and expenses (excluding Depreciation and Amortization)
increased $126 to $61,435 for the year ended December 31, 1992 as compared to
$61,309 for the year ended December 31, 1991. Included in operating costs and
expenses for the year ended December 31, 1992 were approximately $5,818 of
expenses associated with the UCGI Restructuring, including costs associated with
the termination of certain executives. Excluding such restructuring costs,
operating costs and expenses decreased by $5,692 in 1992 as compared to 1991,
principally due to the elimination of costs related to unprofitable programs and
a reduction in affiliate compensation expenses. Affiliate compensation expenses
was $2,051 or 11% lower for the year ended December 31, 1992 than for the
previous year. This decrease was primarily due to the termination of certain
station affiliation arrangements which were no longer deemed profitable.

Depreciation and Amortization was $4,940 for the year ended December 31,
1992 as compared to $5,220 for the year ended December 31, 1991, a decrease of
$280 or 5%, which was primarily due to the reduction in 1992 of fixed asset
purchases and completion of depreciation and amortization on certain of
Unistar's previously acquired assets.

Operating loss for the year ended December 31, 1992 was $8,321 as compared
to operating income of $7,311 for the year ended December 31, 1991, a decrease
of $15,632. This decrease was principally due to a decrease in revenues in 1992.

Interest expense declined $2,227 or 22% from $9,995 for the year ended
December 31, 1991 to $7,768 for the year ended December 31, 1992, primarily due
to the reduction in interest rates during the period. In addition, Unistar wrote
off, in 1992, certain deferred financing costs in the amount of $5,404 as a
result of the UCGI Restructuring.

Net Loss was $22,010 for the year ended December 31, 1992, an increase of
$19,189 or 680% from a Net Loss of $2,821 for the year ended December 31, 1991.

Year ended December 31, 1991 compared with the year ended December 31,
1990. Revenues for the year ended December 31, 1991 were $73,839 as compared to
$82,109 for the year ended December 31, 1990, a decrease of $8,270 or 10%. The
decrease was due to the elimination of a major syndicated countdown show at the
end of 1990 as well as a decline in Unistar's share of radio network advertising
sales.

Operating costs and expenses (excluding Depreciation and Amortization) were
$61,309 for the year ended December 31, 1991 as compared to $70,499 for the year
ended December 31, 1990, a decrease of $9,190 or 13%. The reduction in costs was
in part due to general cost reduction programs as well as the elimination of
costs associated with the distribution of the syndicated countdown program.

Depreciation and Amortization was $5,219 for the year ended December 31,
1991, down by $431 or 8% from $5,650 for the year ended December 31, 1990,
primarily due to the reduction in 1991 of fixed asset purchases and completion
of depreciation and amortization on certain of Unistar's previously acquired
assets.

Operating income for the year ended December 31, 1991 was $7,311, an
increase of $1,351 or 23% from the prior year's operating income of $5,960. This
increase in operating income resulted from a decrease in operating costs and
expenses.

62
<PAGE> 71

Interest expense declined $2,151 or 18% from $12,146 for the year ended
December 31, 1990 to $9,995 for the year ended December 31, 1991 primarily due
to the reduction in interest rates during 1991.

Net Loss was $2,821 for the year ended December 31, 1991, a decrease of
$3,757 or 57% from a Net Loss of $6,579 for the year ended December 31, 1990.

Unistar does not know of any trends or uncertainties that it reasonably
expects will have a material favorable or unfavorable impact on its revenues or
income from operations.

LIQUIDITY AND CAPITAL RESOURCES

In connection with the UCGI Restructuring, Unistar's credit agreement was
amended and restated to provide for a deferral of all interest payments until
September 1993. At September 30, 1993, Unistar had cash and cash equivalents of
$2,574.

Unistar expects its cash flow from operations to generate sufficient funds
to meet all of its principal and interest payment obligations in accordance with
the terms of its amended and restated credit agreement.

63
<PAGE> 72

INFORMATION REGARDING INFINITY

The following information regarding Infinity has been provided to the
Company by Infinity. The Company has not independently verified any of the
information contained in this Proxy Statement which was supplied by Infinity.

BUSINESS

Infinity is the largest company in the United States whose business is
exclusively devoted to radio broadcasting. It is one of only two companies able
to offer advertisers a radio listening audience in each of the nation's top ten
radio markets (the other being CBS, Inc.). Based on Duncan's Radio Market Guide
(1993 ed.) and adjusting for the pro forma effect of its 1993 pending and
completed acquisitions, Infinity would have ranked first in total radio revenues
in 1992 among all companies owning radio stations in the United States. Infinity
serves markets accounting for approximately $2.2 billion in radio advertising
revenues, representing approximately 26% of the total radio advertising
expenditures in the United States in 1992. Upon completion of all pending
acquisitions, Infinity will own and operate 25 radio stations serving 13 of the
nation's largest radio markets. The consummation of each of Infinity's pending
acquisitions is subject to certain conditions, including approval by the FCC.
There can be no assurance that such approval ultimately will be obtained or that
the other closing conditions will be satisfied.

Since Infinity acquired its first radio station in May 1973, it has
expanded by acquiring and developing underperforming stations in the nation's
largest media markets, where the greatest proportion of radio advertising
dollars is spent. Infinity believes that its presence in large markets makes it
attractive to advertisers and that the overall diversity of its stations reduces
its dependence on any single station, local economy or advertiser.

In each of its markets, Infinity attracts a specific demographic group by
targeting its program format and hiring popular on-air talent. Infinity's
stations serve diverse target demographics through a broad range of programming
formats such as rock, oldies, adult contemporary, all-sports and country.
Infinity's overall programming strategy in part is to acquire significant on-air
talent and broadcasting rights for sports franchises.

The diversity of station and market characteristics, combined with
Infinity's successful acquisition and operating strategies, have enabled
Infinity to achieve consistent growth in revenues and operating cash flow.

In April 1992, Infinity completed the acquisition of WFAN-AM, an all-sports
radio station serving New York City, for approximately $70 million. On February
1, 1993, Infinity completed the acquisition of radio stations WZGC-FM (Atlanta),
WZLX-FM (Boston) and WUSN-FM (Chicago) for a total purchase price of
approximately $100 million. On September 1, 1993, Infinity completed the
acquisition of WIP-AM, an all-sports radio station serving Philadelphia, for
approximately $17.4 million. On June 16, 1993, Infinity entered into an
agreement to acquire KRTH-FM, a radio station serving Los Angeles, for
approximately $110 million, and as of October 4, 1993, Infinity entered into an
agreement to purchase WPGC-AM/FM in Washington, D.C. for approximately $60
million.

On February 17, 1993, Infinity entered into an agreement to manage the
business and operations of UCGI and its subsidiaries, including Unistar, for a
base management fee of $2,000,000 annually (adjusted for inflation). This
agreement was amended and restated on September 29, 1993. At such time, INI
acquired approximately 20% of UCGI's issued and outstanding capital stock and an
option to acquire the remaining capital stock of UCGI from Chase for a nominal
price under certain conditions. As discussed elsewhere in this Proxy Statement,
in connection with the Closing under the Acquisition Agreement, the Retained
Debt will be repaid and INI is expected to exercise its option to acquire the
remaining capital stock of UCGI.

64
<PAGE> 73

MANAGEMENT

The following persons are the executive officers of Infinity:

Mel Karmazin (age 50) has been an executive officer of Infinity for more
than ten years and has been President and Chief Executive Officer of Infinity
since mid-1988. He was Executive Vice President of Infinity from 1981 until
mid-1988. Mr. Karmazin has served on the Board of Directors of Infinity since
1984.

Farid Suleman (age 42) is Vice President-Finance and Chief Financial
Officer of Infinity and has held these offices since 1986. Mr. Suleman has
served on the Board of Directors of Infinity since February 1992. Prior to
joining Infinity, Mr. Suleman was a principal at the accounting firm of Ernst &
Young.

Gerald Carrus (age 68) is Co-Chairman of the Board of Directors and
Treasurer of Infinity and has held these offices since mid-1988. He was
President and Treasurer of Infinity from 1979 until mid-1988. Mr. Carrus has
served on the Board of Directors of Infinity since 1979.

Michael A. Wiener (age 56) currently is Chairman of the Board of Directors
and Secretary of Infinity and has held these offices since 1979. Mr. Wiener has
served on the Board of Directors of Infinity since 1972.

As disclosed elsewhere in this Proxy Statement, after the Closing, Mr.
Karmazin will serve as the Company's Chief Executive Officer and Mr. Suleman
will serve as the Company's Chief Financial Officer.

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial information for Infinity presented
below under the captions "Statement of Operations Data" and "Balance Sheet Data"
for, and as of the end of, each of the years in the five-year period ended
December 31, 1992, is derived from Infinity's Consolidated Financial Statements,
which financial statements have been audited by KPMG Peat Marwick, independent
certified public accountants. This selected consolidated financial information
should be read in conjunction with Infinity's Consolidated Financial Statements
as of December 31, 1991 and 1992 and for each of the years in the three-year
period ended December 31, 1992, the report thereon, and the Notes thereto,
included in the Infinity's Annual Report on Form 10-K for the year ended
December 31, 1992, and with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained therein. Infinity's historical
consolidated results of operations for the year ended December 31, 1992 include
the operating results of radio station WFAN-AM from April 16, 1992, the date
Infinity acquired such station.

The selected consolidated financial information for Infinity presented
below under the captions "Statement of Operations Data" and "Balance Sheet Data"
for, and as of the end of, the nine month periods ended September 30, 1992 and
1993, and as of September 30, 1993, is derived from Infinity's unaudited
Consolidated Financial Statements, included in Infinity's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993. Such unaudited Consolidated
Financial Statements include all adjustments management considers necessary for
a fair presentation of the data for such periods. The historical financial
results for Infinity for the nine months ended September 30, 1993 are not
necessarily indicative of results to be expected for the full year. The
unaudited selected consolidated financial information should be read in
conjunction with Infinity's unaudited Consolidated Financial Statements and the
Notes thereto, included in the September 30 Form 10-Q, and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained therein.

The historical consolidated financial results for Infinity are not
comparable from year to year or period to period because of the acquisition of
various broadcasting properties by Infinity during the years or periods covered.
See "-- Business."

Infinity will provide without charge to each person to whom this Proxy
Statement is delivered, a copy of its 1992 Form 10-K and its September 30, 1993
10-Q (excluding, in either case, any exhibits thereto) on the written or
telephonic request of such person directed to Infinity Broadcasting Corporation,
600 Madison Avenue, New York, New York, 10022 (telephone number (212) 750-6400),
Attention: Secretary's Office.

65
<PAGE> 74

INFINITY BROADCASTING CORPORATION
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------------------- -------------------
1988 1989 1990 1991 1992 1992 1993
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenues........................ $111,596 $123,122 $128,944 $135,278 $171,843 $120,698 $164,476
Net revenues........................ 97,148 107,159 112,184 117,959 150,230 105,324 143,357
Station operating expenses excluding
depreciation and amortization....... 52,677 58,855 59,531 61,207 81,707 57,056 77,471
-------- -------- -------- -------- -------- -------- --------
Station operating income excluding
depreciation and amortization....... 44,471 48,304 52,653 56,752 68,523 48,268 65,886
Depreciation and amortization......... 18,595 29,667 28,682 25,582 28,926 21,253 28,902
Corporate general and administrative
expenses............................ 3,749 3,208 3,542 3,698 4,182 3,122 3,635
-------- -------- -------- -------- -------- -------- --------
Operating income...................... 22,127 15,429 20,429 27,472 35,415 23,893 33,349
Interest expense, net of interest
income.............................. 33,155 58,885 59,462 51,492 38,238 29,272 27,696
Net earnings (loss) before
extraordinary items................. (17,144) (43,646) (39,682) (24,026) (9,432) (11,886) 5,248
</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------------------------------------- AT SEPTEMBER 30,
1988 1989 1990 1991 1992 1993,
--------- --------- --------- --------- --------- ----------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital....................... $ 4,993 $ 1,290 $ (9,022) $ (4,280) $ 5,085 $ 9,593
Intangible assets (net of accumulated
amortization)....................... 186,613 189,137 165,280 143,967 193,451 285,399
Total assets.......................... 263,588 264,044 246,430 212,383 271,952 381,295
Long-term debt (excluding current
portion)............................ 417,572 463,709 439,730 391,345 367,500 360,187
Stockholders' equity (deficiency)..... (181,526) (230,908) (245,610) (222,030) (138,734) (33,337)
</TABLE>

66
<PAGE> 75

OTHER TRANSACTIONS BETWEEN THE PARTIES

THE COMPANY AND INFINITY

Effective October 1990, the Company entered into 12 affiliation agreements
with radio stations owned and operated by Infinity. Such affiliation agreements
were entered into in the ordinary course of the Company's business on terms
substantially similar to those entered into with other radio station affiliates
not owned by Infinity. The Company paid approximately $3,600,000 to Infinity
radio station affiliates in the fiscal year ended November 30, 1992. The Company
currently anticipates that it will continue to have such agreements with
Infinity radio stations in the future. See, "MANAGEMENT AGREEMENT -- Arm's
Length Transactions."

In 1990 and 1992, prior to Infinity's affiliation with Unistar, the Company
and Infinity had preliminary discussions regarding a possible business
transaction. These discussions did not progress beyond the preliminary stage.

UNISTAR AND INFINITY

Infinity currently manages the business and operations of Unistar pursuant
to a management agreement entered into on February 17, 1993 and amended and
restated on September 29, 1993. See, "INFORMATION REGARDING
INFINITY -- Business." In addition, Unistar has previously entered into certain
affiliation agreements with radio stations owned and operated by Infinity.
Unistar paid approximately $356,000 to Infinity radio station affiliates in the
fiscal year ended December 31, 1992. In 1993, Unistar and Infinity also entered
into agreements relating to radio programs produced by Infinity and distributed
to Unistar for delivery to Unistar's affiliated radio stations. Such agreements
were entered into in the ordinary course of the Unistar's business on terms
substantially similar to those entered into with unaffiliated companies.

67
<PAGE> 76

GLOSSARY OF SIGNIFICANT TERMS

"6 3/4% Debentures" means the Company's 6 3/4% Convertible Subordinated
Debentures due October 15, 2011.

"9% Debentures" means the Company's 9% Convertible Senior Subordinated
Debentures due October 15, 2002.

"Acquisition" means the acquisition by the Company of all the issued and
outstanding capital stock of Unistar pursuant to the Acquisition Agreement.

"Acquisition Agreement" means the Stock Purchase Agreement among UCGI,
Unistar, Infinity and the Company dated as of November 4, 1993 relating to the
Acquisition.

"Assigned Assets" means, collectively, all of the stock of TMRG, all cash,
cash equivalents and accounts receivable of Unistar existing on the Closing
Date, and all real estate owned by Unistar.

"Assumed Liabilities" means all liabilities and obligations of Unistar with
respect to TMRG, and all trade payables, other current liabilities and unpaid
bank debt of Unistar as shown on the balance sheet of Unistar as of the Closing
Date, except for the Retained Debt.

"Chase" means The Chase Manhattan Bank, N.A.

"Class B Stock" means the Company's Class B Stock, par value $.01 per
share.

"Closing" means the closing of the Acquisition.

"Closing Date" means the date of the Closing of the Acquisition scheduled
to occur on or about January 28, 1994.

"Commission" means the Securities and Exchange Commission.

"Common Stock" means the Company's Common Stock, par value $.01 per share.

"Company" means Westwood One, Inc.

"DLJ" means Donaldson Lufkin & Jenrette Securities Corporation.

"Exchange Act" means the Securities Exchange Act of 1934.

"Incentive Warrants" means the three warrants issued to INI pursuant to the
Management Agreement to acquire up to 500,000 shares of Common Stock each,
exercisable at $3.00, $4.00 and $5.00 per share, respectively, if the Common
Stock trades at certain target prices for a specified period of time.

"Independent Directors" means the three independent directors of the
Company selected by the Nominating Committee pursuant to the Voting Agreement.

"Infinity" means Infinity Broadcasting Corporation.

"INI" means Infinity Network Inc., a wholly-owned subsidiary of Infinity.

"LLCP" means Levine Leichtman Capital Partners.

"Losses" means any claim, loss, liability, damage or expense (including
reasonable attorneys' fees and costs of appeals).

"Management Agreement" means the Management Agreement to be entered into
between the Company and Infinity at the Closing relating to the management of
the Company by Infinity.

"New Senior Loan" means the new $125,000,000 senior credit facility to be
obtained by the Company in connection with the Proposed Transaction.

"Nominating Committee" means the Nominating Committee of the Board of
Directors of the Company consisting of one director designated by INI and one
director designated by Norman J. Pattiz pursuant to the Voting Agreement.

G-1
<PAGE> 77

"Proposed Transaction" means the transactions to be consummated pursuant to
the Acquisition Agreement, the Securities Purchase Agreement, the Management
Agreement and the Voting Agreement.

"Registration Rights Agreement" means the Registration Rights Agreement to
be entered into by the Company and INI at the Closing granting INI certain
demand and incidental registration rights.

"Retained Debt" means Unistar's indebtedness to Chase in the amount of
$84,710,765.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Purchase Agreement" means the Securities Purchase Agreement
dated as of November 4, 1993 relating to the issuance and sale to INI of the
Westwood One Shares and the Warrant.

"Special Meeting" means the Special Meeting of Shareholders of the Company
to be held on January 28, 1994 at 10:00 a.m., Pacific Time, in the Marquis Room
of the Westwood Marquis Hotel, 930 Hilgard Avenue, Los Angeles, California 90024
to consider and vote upon a proposal to approve the Proposed Transaction.

"TMRG" means The Market Research Group, Inc., a wholly-owned subsidiary of
Unistar which provides a range of market research information and services to
the radio industry.

"Trading Days" means days during which the national securities exchanges
are open for trading.

"Transaction Agreements" means the Acquisition Agreement, the Securities
Purchase Agreement, the Management Agreement, the Voting Agreement, the Warrant
and the Registration Rights Agreement.

"UCGI" means Unistar Communications Group, Inc., the parent of Unistar.

"Unistar" means Unistar Radio Networks, Inc.

"Unistar Shares" means all of the issued and outstanding capital stock of
Unistar to be acquired by the Company pursuant to the Acquisition Agreement.

"Voting Agreement" means the Voting Agreement to be entered into among the
Company, INI and Norman J. Pattiz at the Closing which will provide for, among
other things, the voting of the shares of the Company's voting securities held
by Mr. Pattiz and INI and the reconstitution of the Board of Directors at the
Closing.

"Warrant" means the warrant to purchase 3,000,000 shares of Common Stock at
an exercise price of $3.00 per share to be issued to INI pursuant to the
Securities Purchase Agreement.

"Westwood One" means Westwood One, Inc.

"Westwood One Shares" means the 5,000,000 newly issued shares of Common
Stock to be issued and sold to INI pursuant to the Securities Purchase
Agreement.

G-2
<PAGE> 78

WESTWOOD ONE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants..................................................... F-2
Consolidated Balance Sheets at August 31, 1993 (unaudited), November 30, 1992 and
1991................................................................................ F-3
Consolidated Statements of Operations for the nine months ended August 31, 1993 and
1992 (unaudited) and for the fiscal years ended November 30, 1992, 1991 and 1990.... F-4
Consolidated Statements of Shareholders' Equity for the nine months ended August 31,
1993 (unaudited) and the fiscal years ended November 30, 1992, 1991 and 1990........ F-5
Consolidated Statements of Cash Flows for the nine months ended August 31, 1993 and
1992 (unaudited) and for the fiscal years ended November 30, 1992, 1991 and 1990.... F-6
Notes to Consolidated Financial Statements............................................ F-7
</TABLE>

F-1
<PAGE> 79

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Westwood One, Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, of shareholders' equity and of cash
flows present fairly, in all material respects, the financial position of
Westwood One, Inc. and its subsidiaries at November 30, 1992 and 1991, and the
results of their operations and their cash flows for each of the three fiscal
years in the period ended November 30, 1992, in conformity with generally
accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

As described in Note 5 to the financial statements, the Company has
significant maturities of long-term debt in fiscal 1993. There is substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to this matter are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

PRICE WATERHOUSE

Century City, California
February 15, 1993,
except as to Note 2 which is
as of November 22, 1993

F-2
<PAGE> 80

WESTWOOD ONE, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
AUGUST NOVEMBER 30,
31, ---------------------
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents................................ $ 4,778 $ 6,455 $ 710
Accounts receivable, net of allowance for doubtful
accounts of $936 (1993) (unaudited), $1,104 (1992) and
$1,078 (1991)......................................... 17,936 22,306 29,271
Production costs......................................... 7,221 9,546 12,239
Receivable from sale of unconsolidated subsidiary (Note
11)................................................... -- 9,830 --
Prepaid expenses and other............................... 2,701 2,954 3,906
-------- -------- --------
Total Current Assets............................. 32,636 51,091 46,126
PROPERTY AND EQUIPMENT, NET (Note 3)....................... 16,349 23,032 25,288
DEFERRED PRODUCTION COSTS.................................. 7,009 8,870 13,063
INTANGIBLE ASSETS, NET (Note 4)............................ 91,507 205,196 212,329
INVESTMENT IN DISCONTINUED OPERATIONS (Notes 2 and 11)..... 23,608 -- --
OTHER...................................................... 6,616 7,551 25,755
-------- -------- --------
TOTAL ASSETS..................................... $177,725 $295,740 $322,561
-------- -------- --------
-------- -------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable......................................... $ 12,374 $ 15,776 $ 16,850
Accrued interest......................................... 1,942 4,307 4,585
Accrued expenses and other liabilities................... 11,229 10,993 9,069
Current maturities of long-term debt (Note 5)............ 16,146 25,157 1,500
Short-term borrowings (Note 5)........................... 2,000 6,800 250
Deferred income taxes (Note 8)........................... -- -- 3,672
-------- -------- --------
Total Current Liabilities........................ 43,691 63,033 35,926
LONG-TERM DEBT (Notes 5 and 11)............................ 66,057 146,622 169,083
OTHER LIABILITIES.......................................... 11,962 10,881 10,837
DEFERRED INCOME TAXES (Note 8)............................. -- -- 7,950
-------- -------- --------
TOTAL LIABILITIES................................ 121,710 220,536 223,796
-------- -------- --------
COMMITMENTS AND CONTINGENCIES (Notes 5, 9 and 11).......... -- -- --
SHAREHOLDERS' EQUITY (Notes 6, 7 and 11):
Preferred stock: authorized 10,000,000 shares, none
outstanding........................................... -- -- --
Common stock, $.01 par value; authorized, 117,000,000
shares; issued and outstanding, 14,748,624 (1993),
14,663,195 (1992) and 14,593,767 (1991)............... 147 147 146
Class B stock, $.01 par value; authorized, 3,000,000
shares; issued and outstanding, 351,733 (1993, 1992
and 1991)............................................. 4 4 4
Additional paid-in capital............................... 107,110 106,704 106,854
Accumulated deficit...................................... (51,246) (31,651) (7,533)
-------- -------- --------
56,015 75,204 99,471
Less treasury stock, at cost: 53,039 shares (1991)....... -- -- (706)
-------- -------- --------
TOTAL SHAREHOLDERS' EQUITY....................... 56,015 75,204 98,765
-------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY......................................... $177,725 $295,740 $322,561
-------- -------- --------
-------- -------- --------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 81

WESTWOOD ONE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED FISCAL YEAR ENDED
AUGUST 31, NOVEMBER 30,
------------------- ------------------------------
1993 1992 1992 1991 1990
-------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUE..................................... $ 71,266 $ 75,533 $101,290 $108,586 $107,629
-------- -------- -------- -------- --------
Operating Costs and Expenses Excluding
Depreciation and Amortization............. 58,983 69,116 92,249 86,287 87,645
Depreciation and Amortization............... 12,367 14,798 19,661 22,055 22,855
Corporate General and Administrative
Expenses.................................. 2,915 4,384 6,017 6,175 5,994
Severance and Termination Expenses.......... -- 2,036 2,063 -- 444
-------- -------- -------- -------- --------
74,265 90,334 119,990 114,517 116,938
-------- -------- -------- -------- --------
OPERATING (LOSS)............................ (2,999) (14,801) (18,700) (5,931) (9,309)
-------- -------- -------- -------- --------
Interest Expense............................ 4,998 4,136 5,562 5,610 8,031
Other Expense (Income)...................... (42) (27) 301 1,081 (366)
Equity in Net Loss of Unconsolidated
Subsidiary................................ -- 789 789 1,901 1,608
Loss on Sale of Unconsolidated Subsidiary... -- 6,691 6,536 -- --
-------- -------- -------- -------- --------
4,956 11,589 13,188 8,592 9,273
-------- -------- -------- -------- --------
(LOSS) BEFORE TAXES, DISCONTINUED OPERATIONS
AND EXTRAORDINARY GAIN.................... (7,955) (26,390) (31,888) (14,523) (18,582)
(BENEFIT) FOR INCOME TAXES.................. -- (8,846) (10,491) (4,519) (5,667)
-------- -------- -------- -------- --------
(LOSS) FROM CONTINUING OPERATIONS........... (7,955) (17,544) (21,397) (10,004) (12,915)
(LOSS) ON DISCONTINUED OPERATIONS, NET OF
INCOME TAX BENEFIT OF $903 (UNAUDITED) AND
$1,105 (1992), $3,063 (1991) AND $2,309
(1990) (Note 2)........................... (3,140) (2,249) (2,721) (6,778) (5,260)
PROVISION FOR (LOSS) ON DISPOSAL OF
DISCONTINUED OPERATIONS (Notes 2 and
11)....................................... (8,500) -- -- -- --
-------- -------- -------- -------- --------
(LOSS) BEFORE EXTRAORDINARY GAIN............ (19,595) (19,793) (24,118) (16,782) (18,175)
EXTRAORDINARY GAIN ON DEBT EXCHANGE OFFER,
NET OF TAXES.............................. -- -- -- 25,618 --
-------- -------- -------- -------- --------
NET INCOME (LOSS)........................... $(19,595) $(19,793) $(24,118) $ 8,836 $(18,175)
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
EARNINGS (LOSS) PER SHARE:
Primary:
Continuing Operations.................. $ (.53) $ (1.18) $ (1.44) $ (.67) $ (.89)
Discontinued Operations................ (.77) (.15) (.18) (.46) (.36)
-------- -------- -------- -------- --------
(Loss) Before Extraordinary Gain....... (1.30) (1.33) (1.62) (1.13) (1.25)
Extraordinary Gain..................... -- -- -- 1.73 --
-------- -------- -------- -------- --------
Net Income (Loss)................. $ (1.30) $ (1.33) $ (1.62) $ .60 $ (1.25)
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Fully diluted:
Continuing Operations.................. $ (.53) $ (1.18) $ (1.44) $ (.30) $ (.89)
Discontinued Operations................ (.77) (.15) (.18) (.28) (.36)
-------- -------- -------- -------- --------
(Loss) Before Extraordinary Gain....... (1.30) (1.33) (1.62) (.58) (1.25)
Extraordinary Gain..................... -- -- -- 1.06 --
-------- -------- -------- -------- --------
Net Income (Loss)................. $ (1.30) $ (1.33) $ (1.62) $ .48 $ (1.25)
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 82

WESTWOOD ONE, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
RETAINED
COMMON STOCK CLASS B STOCK ADDITIONAL EARNINGS/ TREASURY STOCK
--------------- --------------- PAID-IN (ACCUMULATED ---------------
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT) SHARES AMOUNT
------ ------ ------ ------ ---------- ------------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT NOVEMBER 30, 1989........ 14,325 $143 352 $ 4 $ 106,621 $ 1,806 140 $1,861
Net loss for 1990................. -- -- -- -- -- (18,175) -- --
Amortization of deferred
compensation (Note 6).......... -- -- -- -- 281 -- -- --
Issuance of common stock (Note
6)............................. 268 3 -- -- 533 -- -- --
Issuance of treasury stock to
401-K plan..................... -- -- -- -- (164) -- (19) (255)
Issuance of warrants.............. -- -- -- -- 50 -- -- --
------ ------ ------ ------ ---------- ------------ ------ ------
BALANCE AT NOVEMBER 30, 1990........ 14,593 146 352 4 107,321 (16,369) 121 1,606
Net income for 1991............... -- -- -- -- -- 8,836 -- --
Amortization of deferred
compensation (Note 6).......... -- -- -- -- 281 -- -- --
Issuance of common stock.......... 1 -- -- -- 20 -- -- --
Issuance of treasury stock to
401-K plan..................... -- -- -- -- (768) -- (68) (900)
------ ------ ------ ------ ---------- ------------ ------ ------
BALANCE AT NOVEMBER 30, 1991........ 14,594 146 352 4 106,854 (7,533) 53 706
Net loss for 1992................. -- -- -- -- -- (24,118) -- --
Amortization of deferred
compensation (Note 6).......... -- -- -- -- 281 -- -- --
Issuance of common stock (Note
6)............................. 67 1 -- -- 155 -- -- --
Issuance of treasury stock to
401-K plan..................... -- -- -- -- (591) -- (53) (706)
Issuance of common stock under
stock option plans (Note 7).... 2 -- -- -- 5 -- -- --
------ ------ ------ ------ ---------- ------------ ------ ------
BALANCE AT NOVEMBER 30, 1992........ 14,663 147 352 4 106,704 (31,651) 0 0
Net loss for nine months ended
August 31, 1993 (unaudited).... -- -- -- -- -- (19,595) -- --
Amortization of deferred
compensation (unaudited) (Note
6)............................. -- -- -- -- 211 -- -- --
Issuance of common stock
(unaudited) (Note 6)........... 36 -- -- -- 92 -- -- --
Issuance of common stock under
stock option plans (unaudited)
(Note 7)....................... 50 -- -- -- 103 -- -- --
------ ------ ------ ------ ---------- ------------ ------ ------
BALANCE AT AUGUST 31, 1993
(unaudited)....................... 14,749 $147 352 $ 4 $ 107,110 $(51,246) 0 $ 0
------ ------ ------ ------ ---------- ------------ ------ ------
------ ------ ------ ------ ---------- ------------ ------ ------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 83

WESTWOOD ONE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED FISCAL YEAR ENDED
AUGUST 31, NOVEMBER 30,
------------------- ------------------------------
1993 1992 1992 1991 1990
-------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss).............................................. $(19,595) $(19,793) $(24,118) $ 8,836 $(18,175)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Extraordinary gain on debt exchange offer, net of taxes...... -- -- -- (25,618) --
Depreciation and amortization................................ 13,355 17,700 23,606 26,026 26,516
Provision for loss on disposal of discontinued operations.... 8,500 -- -- -- --
Loss on sale of unconsolidated subsidiary.................... -- 6,691 6,536 -- --
Equity in loss of unconsolidated subsidiary.................. -- 789 789 1,901 1,608
Deferred income taxes........................................ -- (9,775) (11,622) (7,707) (8,243)
Write-down and provision for loss on assets.................. -- -- 1,000 1,428 --
Changes in assets and liabilities, net of effect of
discontinued operations:
Decrease (increase) in accounts receivable................. 89 5,069 6,965 (672) 2,777
Decrease in prepaid assets................................. 218 349 1,124 1,097 1,428
Increase (decrease) in accounts payable and accrued
liabilities............................................. (3,113) 434 4,041 3,854 3,851
Other........................................................ 1,021 584 931 719 1,311
-------- -------- -------- -------- --------
Net cash from operating activities before cash payments related
to extraordinary gain........................................ 475 2,048 9,252 9,864 11,073
Cash payments related to extraordinary gain.................... -- -- -- (1,869) --
-------- -------- -------- -------- --------
Net Cash From Operating Activities...................... 475 2,048 9,252 7,995 11,073
-------- -------- -------- -------- --------
CASH FLOW PROVIDED (USED) BY INVESTING ACTIVITIES:
Capitalized production costs................................... (3,067) (4,464) (5,650) (8,238) (11,482)
Property and equipment capital expenditures.................... (2,036) (922) (1,192) (4,634) (3,224)
Post-acquisition obligations................................... (1,001) (1,422) (1,878) (1,969) (2,265)
Capitalized station affiliation agreements..................... (682) (124) (545) (1,766) (2,490)
Proceeds related to sales of discontinued operations........... 87,803 -- -- -- --
Proceeds (cash payments) related to sale of unconsolidated
subsidary.................................................... 10,399 -- (1,680) -- --
Proceeds related to sale of property and equipment............. 853 -- -- -- --
Other.......................................................... (239) (665) (397) (2,571) (2,303)
-------- -------- -------- -------- --------
Net Cash Provided (Used) By Investing Activities........ 92,030 (7,597) (11,342) (19,178) (21,764)
-------- -------- -------- -------- --------
CASH PROVIDED (REQUIRED) BEFORE FINANCING ACTIVITIES.... 92,505 (5,549) (2,090) (11,183) (10,691)
-------- -------- -------- -------- --------
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES:
Debt repayments................................................ (90,011) (1,000) (2,306) (500) (4,500)
Borrowings (repayments) under credit facilities................ (4,800) 9,288 9,288 278 5,192
Issuance of subordinated debentures............................ 433 853 853 6,055 13,900
Issuance of common stock....................................... 196 -- -- -- --
-------- -------- -------- -------- --------
NET CASH FROM (USED IN) FINANCING ACTIVITIES............ (94,182) 9,141 7,835 5,833 14,592
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............. (1,677) 3,592 5,745 (5,350) 3,901
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................. 6,455 710 710 6,060 2,159
-------- -------- -------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD....................... $ 4,778 $ 4,302 $ 6,455 $ 710 $ 6,060
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 84

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation

The consolidated financial statements include the accounts of all
wholly-owned subsidiaries. Investments in 20 to 50 percent-owned companies are
accounted for under the equity method.

Revenue Recognition

Revenue is recognized when commercial advertisements are broadcast.

Cash Equivalents

The Company considers all highly liquid instruments purchased with a
maturity of less than three months to be cash equivalents.

Depreciation

Depreciation is computed using the straight line method over the estimated
useful lives of the assets.

Production Costs

The Company defers a portion of its costs for recorded library material and
produced radio entertainment programs with a life of longer than a year.
Recorded library material includes previously broadcast programs, live concert
performances, interviews, news and special events. Production costs are
amortized using the straight line method over the period of expected benefit,
not to exceed five years. Approximately 79% of current and deferred production
costs at November 30, 1992 will be amortized by November 30, 1994. The current
portion of deferred production costs represents the portion to be amortized over
the next twelve months.

Capitalized Station Affiliation Agreements

Capitalized station affiliation agreements exclude station affiliation
agreements acquired as part of a purchase of an existing network. Expenditures
associated with major new affiliate agreements are capitalized and amortized
starting once the affiliate's audience is included in rating service
publications for use in generating advertising revenue. These expenditures,
which are included in other assets, are amortized over 10 years or the period of
known benefit, whichever is less.

Measurement of Intangible Asset Impairment

The Company periodically evaluates the carrying value of Intangible Assets.
The Company considers the ability to generate positive broadcast cash flow
(based on the consolidated statement of operations, calculated by subtracting
operating costs and expenses excluding depreciation and amortization from
revenue) as the key factor in determining whether the assets have been impaired.
To date, the Company has not experienced an impairment in any of its intangible
assets.

Income Taxes

Deferred income taxes are provided for timing differences, resulting
principally from deferred production costs.

F-7
<PAGE> 85

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Earnings (Loss) per Share

Net income (loss) per share is based on the weighted average number of
common shares outstanding during the year. Average shares outstanding, used to
compute per share figures, were as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED AUGUST
31, YEAR ENDED NOVEMBER 30,
-------------------------- -------------------------------------
1993 1992 1992 1991 1990
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
Primary.................... 15,021,000 14,896,000 14,906,000 14,810,000 14,511,000
Fully diluted.............. 15,021,000 14,896,000 14,906,000 24,242,000 14,511,000
</TABLE>

Reclassification

Financial statements for all prior periods have been reclassified to
conform to the nine months ended August 31, 1993 presentation.

NOTE 2 -- DISCONTINUED OPERATIONS -- SUBSEQUENT EVENTS:

At the end of the Company's first fiscal quarter of 1993, the Company
classified the results of operations from Radio & Records and its Los Angeles
(KQLZ-FM) and New York (WYNY-FM) radio stations as discontinued operations. In
June 1993 the Company completed the sales of its Los Angeles and New York radio
stations. On November 1, 1993, Westinghouse Electric Corporation ("WEC")
exercised an option to acquire the outstanding stock of Radio & Records and the
net assets of Westwood One Stations Group for the outstanding balance of the
Company's Revolving Credit Facility, accrued interest and any other potential
claims (see Note 11 -- Subsequent Events). Accordingly, the historical net loss
of the Company's owned-and-operated radio stations and Radio & Records have been
reported separately from continuing operations, and the prior periods have been
restated (including an allocation of interest, based on the debt specifically
related to these operations, of $2,943 and $9,353 for the unaudited nine month
periods ended August 31, 1993 and 1992, respectively, and $12,273, $13,058, and
$13,166 for fiscal 1992, 1991 and 1990, respectively).

The Company made a provision for the loss on the disposition of these
assets in the third quarter of fiscal 1993, including estimated future costs and
operating results from March 1, 1993 until the date of disposition of
approximately $8,500 (unaudited) due to a change in estimate of net proceeds
from disposal and, as a result of the WEC agreement, anticipates a fourth
quarter additional provision currently estimated at $5,000 (unaudited) (See Note
11 -- Subsequent Events). Revenue from discontinued operations for the unaudited
nine month periods ended August 31, 1993 and August 31, 1992 were $19,642 and
$27,862, respectively, and for fiscal 1992, 1991 and 1990 were $36,443, $35,764
and $38,275, respectively.

The assets and liabilities of the discontinued operations (net of the
provision for loss on disposal), have been recorded as Investment in
Discontinued Operations on the consolidated balance sheet. The net balance,
principally comprised of the assets and liabilities of Radio & Records, at
August 31, 1993 was $23,608. In accordance with generally accepted accounting
principles, the consolidated balance sheets at November 30, 1992 and 1991 have
not been reclassified.

The consolidated statements of cash flows include both continuing and
discontinued operations of the Company.

F-8
<PAGE> 86

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

NOTE 3 -- PROPERTY AND EQUIPMENT:

Property and equipment is summarized as follows at:

<TABLE>
<CAPTION>
NOVEMBER 30,
AUGUST 31, -----------------
1993 1992 1991
----------- ------- -------
(UNAUDITED)
<S> <C> <C> <C>
Land.................................................. $ 3,378 $ 4,409 $ 4,595
Recording and studio equipment........................ 15,435 18,033 17,725
Buildings and leasehold improvements.................. 6,560 9,414 9,425
Furniture and equipment............................... 4,007 5,214 5,305
Transportation equipment.............................. 779 860 968
Construction-in-progress.............................. 110 217 177
----------- ------- -------
30,269 38,147 38,195
Less: Accumulated depreciation and amortization....... 13,920 15,115 12,907
----------- ------- -------
Property and equipment, net..................... $16,349 $23,032 $25,288
----------- ------- -------
----------- ------- -------
</TABLE>

NOTE 4 -- INTANGIBLE ASSETS:

Intangible assets are summarized as follows at:

<TABLE>
<CAPTION>
NOVEMBER 30,
AUGUST 31, -------------------
1993 1992 1991
----------- -------- --------
(UNAUDITED)
<S> <C> <C> <C>
Radio station broadcast licenses and other
intangible assets, less accumulated amortization
of $3,823 (unaudited 1993), $14,752 (1992) and
$11,414 (1991).................................... $17,777 $118,326 $122,308
Acquired station affiliation agreements, less
accumulated amortization of $1,804 (unaudited
1993), $1,727 (1992) and $1,592 (1991)............ 8,301 8,992 9,892
Goodwill, less accumulated amortization of $11,646
(unaudited 1993), $12,096 (1992) and $9,845
(1991)............................................ 65,429 77,878 80,129
----------- -------- --------
Intangible assets, net....................... $91,507 $205,196 $212,329
----------- -------- --------
----------- -------- --------
</TABLE>

Station affiliation agreements are comprised of values assigned to
agreements acquired as part of the purchase of radio networks. The value of
station affiliation agreements, whose period of known benefit will expire in the
next twelve months, is $326 (unaudited), $800, and $826 at August 31, 1993,
November 30, 1992 and 1991, respectively.

Goodwill represents the excess of the cost of purchased businesses over the
fair value of their net assets at the date of acquisition.

Intangible assets are amortized using the straight line method over 40
years or the period of known benefit, whichever is less.

NOTE 5 -- FINANCING ARRANGEMENTS AND LONG-TERM DEBT (SEE NOTE 11 -- SUBSEQUENT
EVENTS):

As a result of the downturn in the advertising market during fiscal 1992,
the Company has increased borrowings under its available bank Revolving Facility
(See -- Financing Arrangements) while various covenants had the effect of
reducing the amount of the Revolving Facility. Accordingly, in order to avoid a
technical default on the Company's Revolving Facility and term loan, the Company
obtained a waiver through

F-9
<PAGE> 87

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

March 15, 1993 from its senior lender and is currently in negotiation to
restructure the Revolving Facility and term loan. As a result, the Company has
classified the entire outstanding balance of its term loan as a current maturity
of long-term debt, resulting in principal maturities of long-term debt as of
August 31, 1993 and November 30, 1992 of $16,146 (unaudited) and $25,157,
respectively. The Company does not believe that these principal maturities can
be repaid from cash flow from operations and accordingly needs to restructure
its existing loan agreements, including the sale of additional assets or obtain
new financing. Should the Company default on the Revolving Facility and term
loan and such amounts become payable, then the Company's other indebtedness may
also become due and payable. There can be no assurance that the restructuring,
asset sales, or new financing can be consummated in time to meet the waiver or
principal repayment schedule (See Note 11 -- Subsequent Events).

Financing Arrangements

In addition to long-term debt, the Company has a secured Revolving Facility
with a bank which may be renewed annually, provided the Company is not in
default of the agreement. The Revolving Facility bears interest, payable
monthly, at the rate of prime plus 2%. The Revolving Facility may be used to
make bridge loans and working capital loans. Under certain circumstances, the
available borrowings under the Revolving Facility may be temporarily reduced.
Under the terms of the waiver, the Revolving Facility was frozen at $6,800. At
August 31, 1993 and November 30, 1992, the Company owed $2,000 (unaudited) and
$6,800, respectively, under this Revolving Facility (See Note 11 -- Subsequent
Events).

LONG-TERM DEBT

Long-term debt consists of the following at:

<TABLE>
<CAPTION>
NOVEMBER 30,
AUGUST 31, -------------------
1993 1992 1991
----------- -------- --------
(UNAUDITED)
<S> <C> <C> <C>
Prime plus 1 1/2% term loan from bank............... $13,300 $ 18,250 $ 19,500
Prime plus 1 1/4% Revolving Credit Facility......... 20,334 61,660 59,978
16% Senior Subordinated Debentures and contingent
payment obligations maturing 1999................. -- 43,300 42,447
9% Convertible Senior Subordinated Debentures
maturing 2002..................................... 33,126 33,126 33,215
6 3/4% Convertible Subordinated Debentures maturing
2011.............................................. 15,443 15,443 15,443
----------- -------- --------
Total long-term debt.............................. 82,203 171,779 170,583
Less current maturities............................. 16,146 25,157 1,500
----------- -------- --------
Net long-term debt................................ $66,057 $146,622 $169,083
----------- -------- --------
----------- -------- --------
</TABLE>

The prime plus 1 1/2% term loan from bank is secured and matures on May 1,
1996. However, as previously discussed, the Company has obtained a waiver
through March 15, 1993, and therefore, the entire loan has been reclassified as
current (See Note 11 -- Subsequent Events). As part of the Company's sale of its
50% interest in an unconsolidated subsidiary, $4,080 of the net proceeds were
applied to the term loan in the first quarter of fiscal 1993, leaving a balance
of $14,170. Interest is payable monthly. Principal is payable quarterly, having
commenced on August 1, 1991.

The prime plus 1 1/4% Revolving Credit Facility ("Facility") is secured by
the assets of the Company's wholly-owned radio stations and Radio & Records,
Inc., ("The Group") and is non-recourse to the Company. At November 30, 1992,
there were no available borrowings under the Facility. The Facility is available
until

F-10
<PAGE> 88

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

March 15, 1997; however the Facility is permanently reduced quarterly,
commencing on February 28, 1991 (See Note 11 -- Subsequent Events).

The 16% Senior Subordinated Debentures ("16% Debentures") are also secured
by the assets of The Group. As is the case with the Facility, the 16% Debentures
are non-recourse to the Company. Accrued interest on the 16% Debentures in
excess of 14% may be paid by issuing additional debentures. Interest on the 16%
Debentures is payable semiannually on June 15 and December 15. In fiscal 1992
and 1991 the Company issued additional debentures aggregating $853 and $6,055,
respectively, in payment of interest. The 16% Debentures include a contingent
payment obligation giving the holder the right to receive 7% of the appraised
fair market value of The Group in excess of The Group's debt upon the occurrence
of certain events (See Note 11 -- Subsequent Events).

The 9% Convertible Senior Subordinated Debentures ("Senior Debentures") are
unsecured and subordinated in right of payment to senior indebtedness of the
Company. Interest on the Senior Debentures is payable semiannually on April 15
and October 15. The Senior Debentures are convertible at any time prior to
maturity, unless previously redeemed, into shares of Common Stock of the Company
at the conversion price of $3.50 per share, subject to adjustment upon the
occurrence of certain events (See Note 11 -- Subsequent Events).

The 6 3/4% Convertible Subordinated Debentures ("Debentures") are unsecured
and subordinated in right of payment to senior indebtedness and Senior
Debentures. Interest on the Debentures is payable semiannually on April 15 and
October 15. The Debentures are convertible at any time prior to maturity, unless
previously redeemed, into shares of Common Stock of the Company at the
conversion price of $24.58 per share, subject to adjustment upon the occurrence
of certain events. On January 11, 1991, the Company accepted, and, thereafter,
retired $83,037 principal amount of the Debentures (84% of the then outstanding
bonds) tendered pursuant to its offer to exchange its Senior Debentures for any
and all of its Debentures. As a result of this transaction, the Company recorded
an extraordinary gain, net of taxes, of $25,618.

The aggregate maturities of long-term debt for the next five fiscal years
and thereafter, pursuant to the Company's debt agreements as in effect at
November 30, 1992, are as follows:

<TABLE>
<CAPTION>
FISCAL
YEAR
--------
<S> <C>
1993.............................................. $ 25,157
1994.............................................. 9,750
1995.............................................. 11,375
1996.............................................. 12,675
1997.............................................. 20,953
Thereafter........................................ 91,869
--------
$171,779
--------
--------
</TABLE>

Interest paid in cash (including interest from discontinued operations) was
$14,058 and $13,512 in the unaudited nine months ended August 31, 1993 and 1992,
respectively, and $17,083, $12,306 and $15,547 in fiscal 1992, 1991 and 1990,
respectively.

NOTE 6 -- SHAREHOLDERS' EQUITY:

The authorized capital stock of the Company consists of Common stock, Class
B stock and Preferred stock. Common stock is entitled to one vote per share
while Class B stock is entitled to 50 votes per share.

F-11
<PAGE> 89

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

In December 1992, the Company's Board of Directors authorized the issuance
of 41,500 shares of common stock to an officer of the Company for services
performed in fiscal 1992.

In October 1990 the Company issued 267,740 shares of common stock to a
company owned by the Chairman of the Board in full satisfaction of an amount
owed that company for transportation services.

As part of a settlement relating to class action lawsuits filed against the
Company, it issued warrants to purchase 3,000,000 shares of the Company's common
stock at $17.25 per share. The warrants expire on September 4, 1997. Warrants
not exercised may be redeemable under certain circumstances at $1.00 per
warrant.

As part of a seven year employment agreement which commenced December 1,
1986, 112,500 shares of Class B stock were placed in escrow for the Chairman of
the Board. All shares may be voted presently by the Chairman of the Board, but
economic interest in the shares vest at the end of the term of the agreement,
November 30, 1993, or immediately upon a change in control of the Company.

NOTE 7 -- STOCK OPTIONS:

The Company has stock option plans established in 1984 and 1989 which
provide for the granting of options to directors, officers and key employees to
purchase stock at its market value on the date the options are granted. No
additional options can be granted under the 1984 Plans. There are 2,800,000
shares authorized under the 1989 Plan. Options granted generally become
exercisable after one year in 25% increments per year and expire within ten
years from the date of grant. The 1989 Plan will remain in existence for 10
years or until otherwise terminated by the Board of Directors.

Information concerning options outstanding under the Plans is as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED NOVEMBER
NINE MONTHS ENDED 30,
AUGUST 31, ---------------------------
1993 1992 1991
----------------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Shares authorized under option plans at
end of period......................... 2,800,000 2,800,000 2,100,000
Exercisable at end of period............ 935,000 866,250 774,500
-- at exercise prices per share....... $1.63-$9.13 $1.63-$22.75 $2.00-$22.75
Exercised during the period............. 50,000 2,500 --
-- at exercise prices per share....... $2.06 $2.00 --
Granted during the period............... 395,000 810,000 215,000
-- at exercise prices per share....... $1.63-$3.00 $1.63-$2.75 $2.00-$2.63
Canceled during the period.............. 210,000 234,500 427,000
Expired during the period............... 85,000 218,000 66,000
Available for new stock options at end
of period............................. 744,000 694,000 699,000
</TABLE>

On December 1, 1986, the Chairman of the Board was granted options not
covered by the Plans to acquire 525,000 shares of common stock, which vest
ratably over a seven-year term or immediately upon a change in control of the
Company. The options become exercisable at the fair market value of the common
stock, as defined, on the date of vesting. At November 30, 1992, options to
acquire 450,000 shares of common stock are exercisable at exercise prices
ranging from $1.67 to $16.31 per share.

F-12
<PAGE> 90

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

NOTE 8 -- INCOME TAXES:

The components of the (benefit) for income taxes related to continuing
operations is summarized as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED NOVEMBER
30,
----------------------------
1992 1991 1990
NINE MONTHS ENDED -------- ------- -------
AUGUST 31,
1992
-----------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Currently payable:
Federal................................ $ -- $ -- $ -- $ --
State.................................. -- 26 125 267
----------------- -------- ------- -------
-- 26 125 267
----------------- -------- ------- -------
Deferred:
Federal................................ (986) (9,520) (6,217) (6,530)
State.................................. (1,763) (2,102) (1,490) (1,713)
----------------- -------- ------- -------
(9,749) (11,622) (7,707) (8,243)
----------------- -------- ------- -------
Total (benefit) for income taxes....... (9,749) (11,596) (7,582) (7,976)
Less amount allocated to discontinued
operations.......................... 903 1,105 3,063 2,309
----------------- -------- ------- -------
(Benefit) allocated to continuing
operations.......................... $(8,846) $(10,491) $(4,519) $(5,667)
----------------- -------- ------- -------
----------------- -------- ------- -------
</TABLE>

The deferred tax benefits recorded for the three years ended November 30,
1992, are attributable to the reversal of deferred taxes for timing differences,
provided for in earlier years. Certain of these deferred taxes were reinstated
in fiscal 1991 as a result of a tax expense of $19,828 on the extraordinary
gain.

A reconciliation between the Company's effective income tax rate and the
U.S. statutory rate is as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
NINE MONTHS ENDED NOVEMBER 30,
AUGUST 31, ----------------------
1992 1992 1991 1990
----------------- ---- ---- ----
<S> <C> <C> <C> <C>
(UNAUDITED)
Federal statutory income tax rate........... 34.0% 34.0% 34.0% 34.0%
State taxes, net of federal benefit......... 4.0 3.9 3.7 3.6
Amortization of intangible assets........... (4.4) (3.0) (7.0) (7.3)
Other items................................. (.1) (2.4) .4 .2
----- ---- ---- ----
Effective income tax rate.............. 33.5% 32.5% 31.1% 30.5%
----- ---- ---- ----
----- ---- ---- ----
</TABLE>

Income taxes paid (received) in cash (including taxes relating to
discontinued operations) were $105 and $(164) in the unaudited nine months ended
August 31, 1993 and 1992, respectively, and $(176), $1,005 and $316 in fiscal
1992, 1991 and 1990, respectively.

As of November 30, 1992, the Company has approximately $100,000 of
available U.S. net operating loss carryforwards for tax purposes. Utilization of
the carryforwards is dependent upon future taxable income and they begin to
expire in 2003. As a result of the Company's prior debt and equity transactions,
some of the Federal net operating losses may be subject to certain limitations.

Starting in fiscal 1993 the Company no longer has deferred tax liabilities
available to offset its losses.

F-13
<PAGE> 91

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

In 1992, the Financial Accounting Standards Board issued FAS No. 109
"Accounting for Income Taxes". The Company expects to adopt the standard in
1994, however the impact of complying with the new rules has not been
determined.

NOTE 9 -- COMMITMENTS AND CONTINGENCIES:

The Company has various non-cancelable, long-term operating leases for
office space and equipment. In addition, the Company is committed under various
contractual agreements to pay for talent, research and certain digital audio
transmission services. The approximate aggregate future minimum obligations
under such operating leases and contractual agreements for the five years after
November 30, 1992, are set forth below:

<TABLE>
<CAPTION>
FISCAL
YEAR
-------
<S> <C>
1993....................................... $ 7,362
1994....................................... 6,178
1995....................................... 6,134
1996....................................... 6,075
1997....................................... 5,918
-------
$31,667
-------
-------
</TABLE>

Since July 1989, the Securities and Exchange Commission (the "SEC") has
conducted a formal investigation to determine whether there were certain
violations by the Company of U.S. securities laws. The investigation is directed
to periods during fiscal 1986, 1987 and 1988 and primarily relates to the
accuracy and adequacy of the Company's revenue recognition and accounting
practices, financial statement disclosures and recordkeeping and internal
control procedures. The Company has cooperated fully with the staff of the SEC
on this investigation. While the Company believes the SEC may pursue an
enforcement remedy, it does not have a sufficient basis upon which to determine
what impact it may have on the Company or whether such will have a material
adverse impact on the Company. However, depending on the allegations made, the
relief sought and the resolution thereof, any such action could result in a
material adverse impact on the Company (See Note 11 -- Subsequent Events).

F-14
<PAGE> 92

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

NOTE 10 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED):

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH FISCAL
QUARTER QUARTER QUARTER QUARTER YEAR
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
1993
REVENUE......................................... $20,352 $25,132 $25,782
OPERATING INCOME (LOSS)......................... (4,291) 319 973
(LOSS) FROM CONTINUING OPERATIONS............... (6,072) (1,303) (580)
NET (LOSS)...................................... (9,212) (1,303) (9,080)
(LOSS) PER SHARE:
PRIMARY AND FULLY DILUTED:
CONTINUING OPERATIONS...................... (0.40) (0.09) (0.04)
DISCONTINUED OPERATIONS.................... (0.21) -- (0.56)
NET (LOSS)................................. $ (0.61) $ (0.09) $ (0.60)
1992
REVENUE......................................... $23,444 $24,279 $27,810 $25,757 $101,290
OPERATING (LOSS)................................ (5,857) (5,428) (3,516) (3,899) (18,700)
(LOSS) FROM CONTINUING OPERATIONS............... (5,343) (4,544) (7,657) (3,853) (21,397)
NET (LOSS)...................................... (7,240) (4,810) (7,743) (4,325) (24,118)
(LOSS) PER SHARE:
PRIMARY AND FULLY DILUTED:
CONTINUING OPERATIONS...................... (0.36) (0.30) (0.51) (0.26) (1.44)
DISCONTINUED OPERATIONS.................... (0.13) (0.02) (0.01) (0.03) (0.18)
NET (LOSS)................................. $ (0.49) $ (0.32) $ (0.52) $ (0.29) $ (1.62)
1991
REVENUE......................................... $22,639 $26,752 $27,834 $31,361 $108,586
OPERATING INCOME (LOSS)......................... (5,360) (813) (353) 595 (5,931)
(LOSS) FROM CONTINUING OPERATIONS............... (5,132) (2,632) (1,489) (751) (10,004)
(LOSS) BEFORE EXTRAORDINARY GAIN................ (9,161) (4,070) (2,213) (1,338) (16,782)
NET INCOME (LOSS)............................... 16,457 (4,070) (2,213) (1,338) 8,836
EARNINGS (LOSS) PER SHARE:
PRIMARY:
CONTINUING OPERATIONS...................... (0.35) (0.17) (0.10) (0.05) (0.68)
DISCONTINUED OPERATIONS.................... (0.27) (0.10) (0.05) (0.04) (0.45)
(LOSS) BEFORE EXTRAORDINARY GAIN........... (0.62) (0.27) (0.15) (0.09) (1.13)
NET INCOME (LOSS).......................... 1.11 (0.27) (0.15) (0.09) 0.60
FULLY DILUTED:
CONTINUING OPERATIONS...................... (0.20) (0.17) (0.10) (0.05) (0.30)
DISCONTINUED OPERATIONS.................... (0.18) (0.10) (0.05) (0.04) (0.28)
(LOSS) BEFORE EXTRAORDINARY GAIN........... (0.38) (0.27) (0.15) (0.09) (0.58)
NET INCOME (LOSS).......................... $ 0.78 $ (0.27) $ (0.15) $ (0.09) $ 0.48
</TABLE>

F-15
<PAGE> 93

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

At the end of the Company's first fiscal quarter of 1993, the Company
classified the results of operations from Radio & Records and its Los Angeles
(KQLZ-FM) and New York (WYNY-FM) radio stations as discontinued operations.
Accordingly, the historical net losses of the Company's owned-and-operated radio
stations and Radio & Records have been reported separately from continuing
operations, and the prior periods have been restated (including an allocation of
interest). In the third quarter of 1993, the Company made a provision for the
loss on the disposition of these assets of approximately $8,500, including
estimated future costs and operating results from March 1, 1993 until the date
of disposition. (See Notes 2 and 11)

NOTE 11 -- SUBSEQUENT EVENTS (UNAUDITED):

On December 15, 1992 the Company completed the sale of its 50% interest in
an unconsolidated subsidiary. The Company received net proceeds of $7,595 and
used $4,080 to reduce its term loan balance.

On April 13, 1993, the Company amended the terms of its Revolving Facility
and term loan with a bank. Under the amended terms, the Company has an available
Revolving Facility of $6,800 and a $14,170 term loan ($13,300 at August 31,
1993), both loans which mature on December 1, 1993, bear interest at the rate of
prime plus 2%, and are subject to certain financial covenants(see below).

The Company completed the sales of its Los Angeles (KQLZ-FM) and New York
(WYNY-FM) radio stations in June 1993, receiving net proceeds aggregating
approximately $87,800. The proceeds were used to retire the Company's 16%
Debentures and reduce its Facility to $20,334.

Between September 1 and December 31, 1993, holders of the Company's Senior
Debentures converted $14,465 face amount of the Senior Debentures into 4,132,882
shares of the Company's common stock.

Effective November 1, 1993, Westinghouse Electric Corporation exercised an
option to acquire the outstanding stock of Radio & Records and the net assets of
Westwood One Stations Group for the outstanding balance of the Facility
($19,724), accrued interest and other potential claims. As a result of this
transaction, the Company will record an additional provision for loss on
disposal of discontinued operations in its fourth quarter of fiscal 1993,
currently estimated at $5,000.

On November 2, 1993 the Company signed a definitive agreement to acquire
the capital stock of the Unistar Radio Networks, Inc. ("Unistar") for
approximately $16,589 plus the repayment of Unistar's indebtedness of
approximately $84,711. The acquisition will be funded through anticipated new
financing. It is currently expected that such borrowings will also include funds
for refinancing the Company's new senior debt (see below). In connection with
the proposed transaction, the Company also agreed to sell 5 million newly issued
shares of the Company's common stock and a warrant exercisable into 3 million
shares of the Company's common stock at $3.00 per share to a subsidiary of
Infinity Broadcasting Company ("Infinity") for aggregate consideration of $15
million. The warrant is subject to certain vesting requirements. The proposed
transaction is subject to a number of conditions including receipt of financing,
expiration or termination of the Hart-Scott-Rodino waiting period and approval
by Westwood One shareholders.

Effective November 22, 1993 the Company repaid its amended Revolving
Facility and term loan with a bank (see above) with funding from a new senior
debt agreement involving a revolving facility and two term loans. The Company's
new Loan and Security Agreement (maximum of $20,000) is comprised of a $13,000

F-16
<PAGE> 94

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

maximum revolving credit amount (based on a percentage of Eligible Accounts
receivable), a $3,500 three year term loan and a $3,500 two year term loan
(collectively "The Loans"). The Loans bear interest at the rate of prime plus
2.25 percent. Interest is payable monthly. Principal on the term loans is
payable monthly.

The Company has submitted to the SEC an offer of settlement arising out of
the formal investigation by the SEC which has been pending since 1989. The
settlement offer, which was accepted by the SEC on January 7, 1994, involves the
Company's consent, without admitting or denying any of the findings of the SEC,
to an administrative cease and desist order based upon findings that in 1987 and
1988 the Company violated antifraud and accounting provisions of the federal
securities laws and the rules thereunder in its revenue recognition and
accounting practices during that period. It is currently anticipated that the
order will be entered in January 1994.

F-17
<PAGE> 95

UNISTAR RADIO NETWORKS INC.

FINANCIAL STATEMENTS AS OF 1992 AND 1991 AND FOR THE
YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990, AND
INDEPENDENT AUDITORS' REPORT

F-18
<PAGE> 96

INDEPENDENT AUDITORS' REPORT

To the Stockholder of
Unistar Radio Networks Inc.:

We have audited the accompanying balance sheets of Unistar Radio Networks,
Inc. (a wholly owned subsidiary of Unistar Communications Group, Inc., the
"Parent") as of December 31, 1992 and 1991, and the related statements of
operations, stockholder's deficiency and cash flows for each of the three years
in the period ended December 31, 1992. 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, such financial statements present fairly, in all material
respects, the financial position of Unistar Radio Networks, Inc. as of December
31, 1992 and 1991, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1992 in conformity with
generally accepted accounting principles.

On February 17, 1993, the lenders acquired all of the outstanding shares of
the Unistar Communications Group, Inc. common stock and amended its credit
agreement to permit the deferral of loan payments until 1996 (Note 6). The
accompanying financial statements do not reflect the change in control that
occurred on February 17, 1993 except for the accrual of certain severance costs
and the write-off of certain debt related costs.

DELOITTE & TOUCHE

New York, New York
April 30, 1993
(November 4, 1993 as to Note 11(b))

F-19
<PAGE> 97

UNISTAR RADIO NETWORKS INC.

BALANCE SHEETS

DECEMBER 31, 1992 AND 1991

ASSETS

<TABLE>
<CAPTION>
1992 1991
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents..................................... $ 533,950 $ 3,211,431
Accounts receivable, less allowance for doubtful accounts of
$1,259,498 and $905,017, respectively...................... 9,974,281 12,282,645
Prepaid expenses.............................................. 1,432,976 1,478,086
----------- -----------
Total current assets.................................. 11,941,207 16,972,162
PROPERTY AND EQUIPMENT -- Net................................... 4,526,923 4,635,727
OTHER ASSETS.................................................... 65,509,137 70,726,430
----------- -----------
TOTAL........................................................... $81,977,267 $92,334,319
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES:
Current portion of long-term obligations...................... $ 654,705 $ 41,057
Accounts payable and accrued expenses......................... 9,088,483 9,406,066
Accrued severance costs....................................... 3,136,500 --
Due to Parent................................................. 11,744,777 11,010,401
Other......................................................... 645,070 502,720
----------- -----------
Total current liabilities............................. 25,269,535 20,960,244
----------- -----------
LONG-TERM OBLIGATIONS:
To be assumed by Buyer........................................ 84,710,765 84,710,765
To be assumed by Parent....................................... 11,878,830 4,535,435
----------- -----------
Total long-term liabilities........................... 96,589,595 89,246,200
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S DEFICIENCY:
Common stock.................................................. 1,000 1,000
Deficit....................................................... (39,882,863) (17,873,125)
----------- -----------
Total stockholder's deficiency........................ (39,881,863) (17,872,125)
----------- -----------
TOTAL........................................................... $81,977,267 $92,334,319
----------- -----------
----------- -----------
</TABLE>

See notes to financial statements.

F-20
<PAGE> 98

UNISTAR RADIO NETWORKS INC.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990

<TABLE>
<CAPTION>
1992 1991 1990
------------ ----------- -----------
<S> <C> <C> <C>
REVENUES:
Advertising.......................................... $ 54,831,377 $70,167,172 $78,291,925
Other................................................ 3,221,996 3,671,877 3,816,778
------------ ----------- -----------
Total revenues............................... 58,053,373 73,839,049 82,108,703
------------ ----------- -----------
OPERATING COSTS AND EXPENSES:
Production, talent, distribution and station
compensation...................................... 33,120,227 34,407,836 41,400,661
Selling, general and administration.................. 22,496,407 26,900,820 29,097,831
Depreciation and amortization........................ 4,939,582 5,219,476 5,650,191
Restructuring charge................................. 5,818,216 -- --
------------ ----------- -----------
Total operating costs and expenses........... 66,374,432 66,528,132 76,148,683
------------ ----------- -----------
OPERATING INCOME (LOSS)................................ (8,321,059) 7,310,917 5,960,020
------------ ----------- -----------
Write-off of deferred debt cost and original issue
discount.......................................... 5,404,261 -- --
Interest expense..................................... 7,767,571 9,994,744 12,145,702
Loss from Joint Venture.............................. 434,646 9,437 294,796
------------ ----------- -----------
13,606,478 10,004,181 12,440,498
------------ ----------- -----------
LOSS BEFORE INCOME TAXES............................... (21,927,537) (2,693,264) (6,480,478)
INCOME TAXES........................................... 82,201 127,582 98,113
------------ ----------- -----------
NET LOSS............................................... $(22,009,738) $(2,820,846) $(6,578,591)
------------ ----------- -----------
------------ ----------- -----------
</TABLE>

See notes to financial statements.

F-21
<PAGE> 99

UNISTAR RADIO NETWORKS INC.

STATEMENTS OF STOCKHOLDER'S DEFICIENCY

YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990

<TABLE>
<CAPTION>
COMMON STOCK
--------------------
NUMBER
OF SHARES AMOUNT DEFICIT
--------- ------ ------------
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1990................................... 1,000 $1,000 $ (8,473,688)
Net loss................................................. -- -- (6,578,591)
--------- ------ ------------
BALANCE, DECEMBER 31, 1990................................. 1,000 1,000 (15,052,279)
Net loss................................................. -- -- (2,820,846)
--------- ------ ------------
BALANCE, DECEMBER 31, 1991................................. 1,000 1,000 (17,873,125)
Net loss................................................. -- -- (22,009,738)
--------- ------ ------------
BALANCE, DECEMBER 31, 1992................................. 1,000 $1,000 $(39,882,863)
--------- ------ ------------
--------- ------ ------------
</TABLE>

See notes to financial statements.

F-22
<PAGE> 100

UNISTAR RADIO NETWORKS INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990

<TABLE>
<CAPTION>
1992 1991 1990
------------ ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................. $(22,009,738) $(2,820,846) $(6,578,591)
Adjustments to reconcile loss to net cash (used in)
provided by operating activities:
Depreciation and amortization..................... 4,939,582 5,219,477 5,650,191
Write-off of deferred debt and original issue
discount........................................ 5,404,261 -- --
Restructuring charge.............................. 4,400,500 -- --
Interest deferred................................. 2,605,753 -- --
Loss from joint venture........................... 434,646 9,437 294,796
Original issue discount amortization.............. 929,864 913,615 868,145
Deferred rent amortization........................ 363,237 509,455 --
Provision for bad debt............................ 354,481 (10,354) (109,089)
Changes in operating assets and liabilities:
Accounts receivable............................. 1,767,004 1,436,134 1,116,213
Prepaid expenses................................ 45,110 366,419 (422,336)
Deferred debt cost.............................. (410,250) -- --
Due from parent................................. 734,378 (726,706) 687,584
Accounts payable and accrued expenses........... (548,209) (1,144,906) (826,912)
Due to affiliates............................... -- (1,207,621) 540,482
Other........................................... 7,731 69,453 384,413
------------ ----------- -----------
Net cash (used in) provided by operating
activities................................. (981,650) 2,613,557 1,604,896
------------ ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distribution from (investments in) joint venture..... -- 1,500,000 (2,044,525)
Acquisition of property and equipment................ (1,182,325) (1,796,800) (2,239,621)
------------ ----------- -----------
Net cash used in investing activities........ (1,182,325) (296,800) (4,284,146)
------------ ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Revolver borrowing and unpaid interest............... -- 1,500,000 5,800,000
Long-term debt repayment............................. (605,600) (4,200,000) (1,400,000)
Other................................................ 92,094 (28,567) (9,657)
------------ ----------- -----------
Net cash (used in) provided by financing
activities................................. (513,506) (2,728,567) 4,390,343
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS... (2,677,481) (411,810) 1,711,093
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR........... 3,211,431 3,623,241 1,912,148
------------ ----------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR................. $ 533,950 $ 3,211,431 $ 3,623,241
------------ ----------- -----------
------------ ----------- -----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during year for:
Interest.......................................... $ 5,855,176 $ 9,667,063 $ 9,884,603
------------ ----------- -----------
------------ ----------- -----------
Taxes............................................. $ 20,327 $ 20,229 $ 76,331
------------ ----------- -----------
------------ ----------- -----------
</TABLE>

See notes to financial statements.

F-23
<PAGE> 101

UNISTAR RADIO NETWORKS INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990

1. COMPANY DESCRIPTION AND BASIS OF PRESENTATION

Unistar Radio Networks, Inc. (the "Company" or "URN") is a wholly owned
subsidiary of Unistar Communications Group, Inc. (the "Parent" or "UCGI").
Effective February 1993, UCGI was acquired by the Company's lenders pursuant to
a default under the Company's bank credit agreement with such lenders. In
connection with the acquisition of UCGI, the lenders amended and restructured
the Company's bank credit agreement (the "Amended Bank Credit Agreement").

On November 4, 1993, UCGI has entered into an agreement to sell certain
network assets and the business of the Company to Westwood One, Inc. (the
"Buyer" or "WWO") for approximately $16.6 million in a stock transaction. Under
the terms of the transaction, WWO will assume approximately $84.7 million of the
Company's debt under the Amended Bank Credit Agreement. Concurrently with the
sale, certain non-network assets, working capital and long-term debt of the
Company will be distributed to the Parent. The transaction is subject to certain
conditions.

The accompanying financial statements reflect the Company's financial
position and results of operations on a stand alone basis. Accordingly, the
financial statements reflect the allocation of certain assets and liabilities
and certain expenses of the Parent to properly reflect the financial position
and results of operations of the Company on the basis described above.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business -- Unistar Radio Networks, Inc. provides network
programming to the radio broadcasting industry.

Statement of Cash Flows -- In accordance with the provisions of Statement
of Financial Accounting Standards No. 95, for the purposes of the statement of
cash flows, the Company considers cash and all highly liquid investments
purchased with a maturity of three months or less to be cash equivalents.

Revenue Recognition -- Advertising revenue is recognized when the
advertising is aired. Network affiliate fees are recognized as monthly
contracted fees accrue.

Property and Equipment -- Property and equipment are stated at historical
cost less accumulated depreciation and amortization. Depreciation and
amortization are provided by use of the straight-line and accelerated methods
over the estimated useful lives of the assets, or for leasehold improvements,
the life of the lease, if shorter.

Investments -- The equity method of accounting is used for investments in
certain affiliates or joint ventures in which the Company owns 50 percent or
less. Under this method, equity in the net income or losses of joint venture
companies is reflected currently in the Company's revenues.

Intangibles -- Amortization is computed using the straight-line method over
lives not exceeding 25 years. Goodwill represents the excess of the purchase
price paid over the fair value of the tangible net assets acquired. Other
intangibles, including jingles, and music libraries, are amortized on a
straight-line basis over lives not exceeding eight years.

F-24
<PAGE> 102

UNISTAR RADIO NETWORKS INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
USEFUL LIVES 1992 1991
-------------- ----------- -----------
<S> <C> <C> <C>
Broadcast equipment 4-10 years $ 6,870,256 $ 6,367,109
Computer equipment 3-8 years 2,451,639 2,393,213
Furniture and fixtures 5-10 years 1,704,090 1,304,163
Leasehold improvements Various 1,718,128 1,794,707
Other 4 years 146,283 272,160
----------- -----------
12,890,396 12,131,352
Less accumulated depreciation and
amortization 8,363,473 7,495,625
----------- -----------
Net property and equipment $ 4,526,923 $ 4,635,727
----------- -----------
----------- -----------
</TABLE>

4. OTHER ASSETS

Other assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
USEFUL LIVES 1992 1991
-------------- ----------- -----------
<S> <C> <C> <C>
Goodwill 25 years $76,531,958 $76,531,958
Deferred debt costs 8 years -- 2,622,925
Other 5 years 711,300 949,000
----------- -----------
77,243,258 80,103,883
Less accumulated amortization 11,734,121 9,377,453
----------- -----------
Net intangible assets $65,509,137 $70,726,430
----------- -----------
----------- -----------
</TABLE>

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1992 1991
---------- ----------
<S> <C> <C>
Interest payable.................................... $ -- $1,601,776
Accounts payable.................................... 3,170,395 1,326,991
Accrued affiliate compensation...................... 4,029,513 4,921,324
Other............................................... 1,888,575 1,555,975
---------- ----------
$9,088,483 $9,406,066
---------- ----------
---------- ----------
</TABLE>

6. LONG-TERM OBLIGATIONS

Long-term obligations consist of debt directly attributable to the Company
resulting from its acquisition in 1989 less a portion allocated to the Company's
subsidiary. Interest expense is based on the total amount of debt attributable
to the Company compared to the total debt.

The Company was in default of its Credit Agreement dated April 17, 1989
(The "Credit Agreement"), as amended through March 6, 1992. These defaults
resulting from violations including the loan exceeding the

F-25
<PAGE> 103

UNISTAR RADIO NETWORKS INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990

borrowing base used to compute the Company's eligibility for such loans and
noncompliance with covenants relating to the Company's cash flow ratios, fixed
charged ratios, and achievement of minimum adjusted operating cash flow. For the
year ended December 31, 1992, the Company failed to meet required interest and
principal payments under the Credit Agreement.

In connection with the transaction described in Note 11.a., the Company
subsequently amended its Credit Agreement to restructure the loans on February
17, 1993. The accompanying financial statements reflect the effect of the change
in repayment terms included in the amendment.

Long-term obligations consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1992 1991
------------ ------------
<S> <C> <C>
Bank debt....................................... $107,305,754 $104,800,000
Other........................................... 938,546 88,052
------------ ------------
108,244,300 104,888,052
Less portion allocated to parent's subsidiary... 11,000,000 11,000,000
------------ ------------
97,244,300 93,888,052
Less current portion of long-term debt.......... 654,705 41,057
------------ ------------
96,589,595 93,846,995
Less original issue discount (net of
amortization of $2,047,550 in 1991)........... -- 4,600,795
------------ ------------
$ 96,589,595 $ 89,246,200
------------ ------------
------------ ------------
</TABLE>

At December 31, 1992, future minimum payments under these obligations are
as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31, TOTAL
-------------------------------------- -----------
<S> <C>
1993................................ $ 654,705
1994................................ 205,551
1995................................ 33,290
1996................................ 66,350,754
1997................................ 30,000,000
-----------
97,244,300
Less current portion............. 654,705
-----------
Long-term portion................ $96,589,595
-----------
-----------
</TABLE>

The aforementioned amended Credit Agreement includes the customary
restrictions as to the payment of dividends and capital expenditures, incurrence
of additional indebtedness, limitation on executive compensation, as well as
specific adjusted cash flow operating results hurdles.

Failure to pay interest when due will not necessarily constitute a default
under the Credit Agreement provided that the nonpayment resulted from the
Parent's lack of excess cash flow calculated under the Management Agreement. In
the event that such interest is not paid, the interest due will be deemed to be
a new base rate loan of the same class and subject to the terms of the original
loan.

Interest rates vary based upon cash flow ratios ranging from the base rate
to the base rate plus 1% or LIBOR plus 1% to LIBOR plus 2%. At December 31, 1992
the average interest rate on the Company's long term obligations was 7.64%

F-26
<PAGE> 104

UNISTAR RADIO NETWORKS INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990

7. NOTE DUE TO SHAREHOLDER

On March 12, 1992, the Company entered into an agreement with a former
principal shareholder, director and employee of the Parent who resigned and
signed a noncompete arrangement calling for 25 monthly payments of $50,560,
which total $1,264,000.

8. COMMITMENTS AND CONTINGENCIES

Collateral -- 100% of the Company's assets and outstanding stock is
collateral for the loans described in Note 6. The Company provided substantially
all of the Parent's cash flow used to service the loans.

Leases -- The Company leases its offices and production facilities under
operating leases that expire through 2002, with minimum monthly payments plus
certain other charges. Total rent for the years ended December 30, 1992, 1991
and 1990 was $1,536,649, $1,587,513 and $1,310,704, respectively. The Company
also recorded as rent expense, deferred rent of $363,237 and $509,455 for the
years ended December 31, 1992, and 1991, respectively. Future commitments as of
December 31, 1992 are as follows:

<TABLE>
<CAPTION>
LONG-TERM PORTION YEAR ENDING
DECEMBER 31, AMOUNT
- ------------------ -----------
<S> <C> <C>
1993.................................... $ 1,338,384
1994.................................... 1,331,364
1995.................................... 1,327,809
1996.................................... 1,315,362
1997.................................... 1,254,645
Thereafter.............................. 4,432,882
-----------
$11,000,446
-----------
-----------
</TABLE>

The Company has several operating leases for various phone and computer
systems and other equipment expiring through 1996. Total monthly payments are
approximately $22,300. The Company intends to renew or replace the various
leases at their expiration date.

Interest Protection -- As of December 31, 1992, the Company had entered
into an interest rate protection agreement under which the Company's interest
rate on approximately $30 million of borrowings was limited to 12% until October
10, 1994.

Satellite Distribution Agreements -- The Company has entered into an
agreement for satellite distribution of its news and entertainment programs
under an arrangement that calls for annual payments of approximately $2,781,811
for 1993 and then, $1,452,000 per year through May 2003. During 1992, 1991 and
1990, total satellite distribution costs were $3,210,351, $2,315,272 and
$2,262,336, respectively.

News Wire Agreement -- The Company has two news wire service agreements
that expire through 1996 with an option to renew for an additional five years,
calling for annual minimum payments of $1,777,351 for 1993 and $1,500,000
thereafter. The Company intends to renew the existing agreements as they expire.

Legal Proceedings and Claims -- The Company is subject to legal proceedings
and claims which arise in the ordinary course of its business. In the opinion of
management, the amount of the ultimate liability with respect to these actions
will not materially effect the consolidated financial position or results of
operations of the Company.

F-27
<PAGE> 105

UNISTAR RADIO NETWORKS INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990

9. RELATED PARTY TRANSACTIONS

Show Production -- The Company has two agreements with a former principal
stockholder and entities controlled by the same stockholder of the Parent for
production of two of the Company's weekly shows. Production expenses for the
years ended December 31, 1992, 1991 and 1990 were $695,000, $720,000 and
$911,999, respectively.

The annual payments under the agreements are $695,000 per year through
December 31, 1994.

10. INCOME TAXES

The Company and its Parent file a consolidated income tax return.

The provision for state income taxes for the years ended December 31, 1992,
1991 and 1990 is comprised solely of state tax liability.

As of December 31, 1992, the Parent has a net operating loss carryforward
of approximately $22,512,500 for Federal income tax purposes, which expires in
varying amounts from 1993 through 2007. Future use of the net operating loss
carryforwards may be limited due to change in control which may result from the
transactions described in Note 11.

In February 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes." The
adoption of this statement, which is not required until 1993, is not expected to
have a material effect on the company's consolidated financial position.

11. SUBSEQUENT EVENTS

a. Sale of Parent

The Company stopped paying interest and principal starting September 30,
1992. As part of a restructuring the Parent agreed, subject to shareholder
approval to sell the 100 percent of stock of the Parent to the Lenders. In
December 1992, the Board of Directors voted to recommend to the Shareholders the
terms of the agreement.

The transaction closed and the Credit Agreement was further amended on
February 17, 1993. In connection with restructuring the Parent's debt on
February 17, 1993, 100 percent of the outstanding shares of the Parent were sold
to the Parent Lenders for approximately $245,000.

In connection with the acquisition of the Company by its Lenders and the
resulting restructuring of its debt and operations, the Company in its 1992
results of operations has written off certain assets, including deferred
financing costs related to its previous bank agreement and an original issue
discount which resulted from the issuance of certain Parent securities at the
time of the borrowing and accrued certain additional costs associated with the
restructuring, including severance costs due to its previous executive officers
who are no longer involved in the management of the Company.

Simultaneous with this transaction, the Parent entered into a three-year
management agreement with Infinity Broadcasting Corporation, Inc. (hereafter
"Infinity") for operation of the Company. The agreement provides that Infinity
will manage and run the day-to-day operations of the Company under the
supervision of the board. Under its management, Infinity will receive a minimum
of $2,000,000 per year for its services hereunder.

The Company under the amended Credit Agreement borrowed an additional
$1,500,000 at closing.

F-28
<PAGE> 106

UNISTAR RADIO NETWORKS INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990

b. Sale of the Company

Under the terms of a stock purchase agreement dated November 4, 1993, the
Parent has agreed to sell 100% of the stock of the Company for approximately
$16,600,000 plus debt assumed by the Buyer of approximately $84,700,000.
Immediately preceding the transaction the Company will dividend certain net
assets of the Company to the Parent including all cash, receivables, trade
liabilities, real estate owned and long-term obligations in excess of 84,700,000
and 100% of the shares of the Company's subsidiary, The Market Research Group,
Inc. The transaction is subject to approval by the Buyer's shareholders and
subject to financing.

F-29
<PAGE> 107

UNISTAR RADIO NETWORKS INC.

FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1993 AND 1992
AND FOR THE NINE MONTHS THEN ENDED (UNAUDITED)

F-30
<PAGE> 108

UNISTAR RADIO NETWORKS INC.

BALANCE SHEETS

SEPTEMBER 30, 1993 AND 1992 (UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
1993 1992
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents..................................... $ 2,573,801 $ --
Accounts receivable........................................... 14,322,708 10,783,112
Prepaid expenses.............................................. 1,132,229 1,338,781
----------- -----------
Total current assets.................................. 18,028,738 12,121,893
PROPERTY AND EQUIPMENT -- Net................................... 3,678,906 4,830,891
OTHER ASSETS.................................................... 102,329,772 68,147,585
----------- -----------
TOTAL........................................................... $124,037,416 $85,100,369
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES:
Bank overdraft................................................ $ -- $ 347,509
Current portion of long-term obligations...................... 351,345 647,777
Accounts payable and accrued expenses......................... 8,109,995 8,392,525
Due to affiliate.............................................. 616,210 --
Accrued severance costs....................................... 1,333,725 --
Due to Parent................................................. 11,529,571 12,269,891
Other......................................................... 580,046 532,820
----------- -----------
Total current liabilities............................. 22,520,892 22,190,522
----------- -----------
LONG-TERM OBLIGATIONS:
To be assumed by Buyer........................................ 84,710,765 84,710,765
To be assumed by Parent....................................... 18,193,771 6,157,495
----------- -----------
Total long-term liabilities 102,904,536 90,868,260
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S DEFICIENCY:
Common stock.................................................. 1,000 1,000
Deficit....................................................... (1,389,012) (27,959,413)
----------- -----------
Total stockholder's deficiency........................ (1,388,012) (27,958,413)
----------- -----------
TOTAL........................................................... $124,037,416 $85,100,369
----------- -----------
----------- -----------
</TABLE>

See notes to financial statements.

F-31
<PAGE> 109

UNISTAR RADIO NETWORKS INC.

STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- --------------------------
1993 1992 1993 1992
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
REVENUES:
Advertising.............................. $17,525,973 $14,595,627 $48,241,530 $ 42,175,311
Other.................................... 1,078,362 765,869 2,716,577 2,442,812
----------- ----------- ----------- ------------
Total revenues........................ 18,604,335 15,361,496 50,958,107 44,618,123
----------- ----------- ----------- ------------
OPERATING COSTS AND EXPENSES:
Production, talent, distribution and
station compensation.................. 8,540,012 8,115,205 24,948,486 25,310,779
Sales, general and administration........ 6,426,270 5,764,194 17,330,009 18,077,844
Depreciation and amortization............ 1,646,347 1,241,291 4,957,670 3,705,585
Restructuring charge..................... -- 98,746 -- 1,501,226
----------- ----------- ----------- ------------
Total operating costs and expenses.... 16,612,629 15,219,436 47,236,165 48,595,434
----------- ----------- ----------- ------------
OPERATING INCOME (LOSS).................... 1,991,706 142,060 3,721,942 (3,977,311)
----------- ----------- ----------- ------------
Interest expense......................... 1,659,185 1,832,569 4,742,979 5,721,129
Loss from Joint Venture.................. 92,111 125,230 311,173 308,293
----------- ----------- ----------- ------------
1,751,296 1,957,799 5,054,152 6,029,422
----------- ----------- ----------- ------------
INCOME (LOSS) BEFORE INCOME TAXES.......... 240,410 (1,815,739) (1,332,210) (10,006,733)
INCOME TAXES............................... 29,570 6,194 56,802 79,555
----------- ----------- ----------- ------------
NET INCOME (LOSS).......................... $ 210,840 $(1,821,933) $(1,389,012) $(10,086,288)
----------- ----------- ----------- ------------
----------- ----------- ----------- ------------
</TABLE>

See notes to financial statements.

F-32
<PAGE> 110

UNISTAR RADIO NETWORKS INC.

STATEMENTS OF STOCKHOLDER'S DEFICIENCY

NINE MONTHS ENDED SEPTEMBER 30, 1993 AND 1992 (UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------------
NUMBER
OF SHARES AMOUNT DEFICIT
--------- ------ ------------
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1992................................... 1,000 $1,000 $(17,873,125)
Net loss................................................. -- -- (10,086,288)
--------- ------ ------------
BALANCE, SEPTEMBER 30, 1992................................ 1,000 $1,000 $(27,959,413)
--------- ------ ------------
--------- ------ ------------
BALANCE, JANUARY 1, 1993................................... 1,000 $1,000 $ --
Net loss................................................. -- -- (1,389,012)
--------- ------ ------------
BALANCE, SEPTEMBER 30, 1993................................ 1,000 $1,000 $ (1,389,012)
--------- ------ ------------
--------- ------ ------------
</TABLE>

See notes to financial statements.

F-33
<PAGE> 111

UNISTAR RADIO NETWORKS INC.

STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 1993 AND 1992 (UNAUDITED)

<TABLE>
<CAPTION>
1993 1992
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................... $(1,389,012) $(10,086,288)
Adjustment to reconcile loss to net cash (used in)
provided by operating activities:
Depreciation and amortization....................... 4,957,670 3,705,585
Interest deferred................................... 4,963,600 616,930
Loss from joint venture............................. 311,173 308,298
Original issue discount amortization................ -- 697,398
Deferred rent amortization.......................... (33,728) 222,826
Provision for bad debt.............................. 138,470 652,683
Changes in operating assets and liabilities:
Accounts receivable............................... (4,798,070) 786,319
Prepaid expenses.................................. 300,747 139,305
Deferred debt cost................................ -- (410,250)
Due from parent................................... (804,654) 983,907
Accounts payable and accrued expenses............. (861,636) (1,188,765)
Accrued severance costs........................... (1,802,775) --
Due to affiliates................................. 616,210 --
Other............................................. (133,089) (15,866)
----------- ------------
Net cash provided (used in) by operating
activities................................... 1,464,906 (3,587,918)
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment.................. (431,192) (885,474)
----------- ------------
Net cash used in investing activities.......... (431,192) (885,474)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt repayment............................... 1,044,960 810,080
Other.................................................. (38,823) 104,372
----------- ------------
Net cash provided by financing activities...... 1,006,137 914,452
----------- ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..... 2,039,851 (3,558,940)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR............. 533,950 3,211,431
----------- ------------
CASH AND CASH EQUIVALENTS, END OF YEAR................... $ 2,573,801 $ (347,509)
----------- ------------
----------- ------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during year for:
Interest............................................ $ 298,154 $ 6,024,661
----------- ------------
----------- ------------
Taxes............................................... $ 11,739 $ 3,013
----------- ------------
----------- ------------
</TABLE>

F-34
<PAGE> 112

UNISTAR RADIO NETWORKS INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 1993 AND 1992 (UNAUDITED)
1. COMPANY DESCRIPTION AND BASIS OF PRESENTATION

Unistar Radio Networks, Inc. (the "Company" or "URN") is a wholly-owned
subsidiary of Unistar Communications Group, Inc. (the "Parent" or "UCGI").
Effective February 1993, UCGI was acquired by the Company's lenders pursuant to
a default under the Company's bank credit agreement with such lenders. In
connection with the acquisition of UCGI, the lenders amended and restructured
the Company's bank credit agreement (the "Amended Bank Credit Agreement").

On November 4, 1993, UCGI entered into an agreement to sell certain network
assets and the business of the Company to Westwood One, Inc. (The "Buyer" "WWO")
for approximately $16.4 million in a stock transaction. Under the terms of the
transaction, WWO will also assume approximately $84.7 million of the Company's
debt under the Amended Bank Credit Agreement. Concurrently with sale, certain
non-network assets, working capital and long term debt of the Company will be
distributed to the Parent. The transaction is subject to certain conditions.

The accompanying financial statements for the nine months ended September
30, 1993 reflect the acquisition of all of the outstanding stock of UCGI by the
Company's lenders for $250,000. The acquisition has been accounted for as a
purchase and the purchase price (including the amount of the allocable debt) was
pushed down to the Company for accounting purposes. The excess of the purchase
price over the fair value of the net tangible assets of the Company (which
approximates its historical value) of approximately $106,000,000 was accounted
for as goodwill. The results of operations relating to the nine months ended
September 30, 1992 relate to the operations of the Company prior to the sale of
the Parent to its lender.

The accompanying financial statements reflect the Company's financial
position and results of operations on a stand-alone basis and accordingly
include the allocation of certain assets and liabilities and certain expenses of
the Parent to reflect the financial position and results of operations of the
Company on the basis described above.

2. FINANCIAL STATEMENTS

The unaudited financial statements included herein have been prepared by
the Company and reflect all adjustments (consisting only of normal recurring
adjustments) which are necessary for a fair presentation of results of
operations for such periods. Results for interim periods may not be indicative
of results for the full year. It is suggested that these financial statements be
read in conjunction with the consolidated financial statements for the years
ended December 31, 1992, 1991, and 1990 and the notes thereto.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business -- Unistar Radio Networks, Inc. provides network
programming to the radio broadcasting industry.

Revenue Recognition -- Advertising revenue is recognized when the
advertising is aired. Network affiliate fees are recognized as monthly
contracted fees accrue.

Property and Equipment -- Property and equipment are stated at historical
cost less accumulated depreciation and amortization. Depreciation and
amortization are provided by use of the straight-line and accelerated methods
over the estimated useful lives of the assets or, for leasehold improvements,
the life of the lease, if shorter.

F-35
<PAGE> 113

UNISTAR RADIO NETWORKS INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 1993 AND 1992 (UNAUDITED)

Intangibles -- Amortization is computed using the straight-line method over
lives not exceeding 20 years. Goodwill represents the excess of the purchase
price paid over the fair value of the tangible net assets acquired. Other
intangibles, including jingles and music libraries, are amortized on a
straight-line basis over lives not exceeding eight years.

4. SALE OF PARENT

The Company stopped paying interest and principal starting September 30,
1992. As part of a restructuring agreement the Parent agreed, subject to
shareholder approval, to sell the 100% of stock of the Parent to the Lenders. In
December 1992, the Board of Directors voted to recommend to the Shareholders the
terms of the agreement.

The transaction closed and the Credit Agreement was further amended on
February 17, 1993. In connection with restructuring the Parent's debt on
February 17, 1993, 100% of the outstanding shares of the Parent were sold to the
Parent's Lenders for approximately $245,000.

In connection with the acquisition of the Company by its Lenders and the
resulting restructuring of its debt and operations, the Company in its 1992
results of operations has written off certain assets, including deferred
financing costs related to its previous bank agreement and an original issue
discount which resulted from the issuance of certain Parent securities at the
time of the borrowing and the Company has accrued certain costs associated with
such restructuring, including severance costs due to its previous executive
officers who are no longer involved in the management of the Company.

5. SUBSEQUENT EVENT

Sale of the Company

Under the terms of a stock purchase agreement dated November 4, 1993, the
Parent has agreed to sell 100% of the stock of the Company for approximately
$16,600,000 plus debt assumed by the Buyer of approximately $84,700,000.
Immediately preceding the transaction the Company will dividend certain assets
of the Company to the Parent including all cash receivables, trade liabilities,
real estate owned, and long-term obligations in excess of $84,700,000 and 100%
of the shares of the Company's subsidiary, The Market Research Group, Inc. The
transaction is subject to approval by the Buyer's shareholders and subject to
financing.

F-36
<PAGE> 114

Appendix A

STOCK PURCHASE AGREEMENT

dated as of November 4, 1993

Among

Unistar Communications Group, Inc.,

Unistar Radio Networks, Inc.,

Infinity Broadcasting Corporation

and

Westwood One, Inc.

<PAGE> 115
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I THE PURCHASE AND SALE OF STOCK . . . . . . . . . . . . . . . . . . . . 1
1.1 Purchase and Sale of Stock . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER AND INFINITY . . . . . . . 2
2.1 Ownership of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Due Authorization and Execution . . . . . . . . . . . . . . . . . . . . . . 2
2.4 Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . 3
2.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.6 No Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.7 Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.8 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.9 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.10 Consents, Violations and Authorizations; Material Agreements . . . . . . . . 5
2.11 Personal Property and Equipment . . . . . . . . . . . . . . . . . . . . . . 6
2.12 Proprietary Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.13 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.14 Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.15 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.16 Employees and Labor Contracts . . . . . . . . . . . . . . . . . . . . . . . 9
2.17 Fees, Commissions and Expenses . . . . . . . . . . . . . . . . . . . . . . . 9
2.18 Environmental Laws and Regulations. . . . . . . . . . . . . . . . . . . . . 9
2.19 Owned Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.20 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . 10
2.21 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER . . . . . . . . . . . . . 11
3.1 Due Authorization and Execution . . . . . . . . . . . . . . . . . . . . . . 11
3.2 Organization of the Buyer . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.3 Consents, Violations and Authorizations . . . . . . . . . . . . . . . . . . 11
3.4 Fees, Commissions and Expenses . . . . . . . . . . . . . . . . . . . . . . . 12
3.5 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.6 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.7 Investment Intent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.8 Unregistered Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.9 Status and Knowledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IV CONDUCT OF BUSINESS PENDING CLOSING . . . . . . . . . . . . . . . . . . 13
4.1 Ordinary Course . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.2 No Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.3 No Dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.4 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>

<PAGE> 116
TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION> Page
----
<S> <C>
4.5 Mortgages, Liens and Other Encumbrances. . . . . . . . . . . . . . . . . . . . . . 13
4.6 Waiver of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.7 Material Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.8 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.9 No Solicitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.10 Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE V CONDITIONS TO THE OBLIGATIONS OF THE BUYER . . . . . . . . . . . . . . . . . 14
5.1 Representations and Warranties of the Seller and Infinity . . . . . . . . . . . . 14
5.2 Opinion of Counsel for the Company . . . . . . . . . . . . . . . . . . . . . . . . 15
5.3 Absence of Litigation or Investigation . . . . . . . . . . . . . . . . . . . . . . 15
5.4 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.5 HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.6 Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.7 Release of Liens and Other Rights . . . . . . . . . . . . . . . . . . . . . . . . 16
5.8 Stockholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.9 Securities Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.10 Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.11 Delivery of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.12 Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VI CONDITIONS TO THE OBLIGATIONS OF THE SELLER . . . . . . . . . . . . . . . . . 17
6.1 Representations and Warranties of the Buyer . . . . . . . . . . . . . . . . . . . 17
6.2 Absence of Litigation or Investigation . . . . . . . . . . . . . . . . . . . . . . 17
6.3 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.4 HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.5 Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.6 Securities Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.7 Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.8 Opinion of Counsel for the Buyer . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.9 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.10 Bylaws Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.11 Modification of Employment Agreement . . . . . . . . . . . . . . . . . . . . . . . 18
6.12 Payment of Retained Chase Debt . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.13 Delivery of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.14 Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VII SURVIVAL; INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . 19
7.1 Survival of Representations and Warranties and Related Agreements . . . . . . . . 19
7.2 General Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>

ii.

<PAGE> 117
TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE VIII ADDITIONAL COVENANTS OF THE PARTIES . . . . . . . . . . . . . . . . . . 21
8.1 HSR Act Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.2 Proxy Statement and Meeting of the Buyer's Stockholders . . . . . . . . . . . 21
8.3 Access by the Buyer and Agents . . . . . . . . . . . . . . . . . . . . . . . . 22
8.4 Availability of Records . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
8.5 Use of Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE IX CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
9.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
9.2 Deliveries at Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE X TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
10.2 Procedure Upon Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 25
10.3 Termination Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
10.4 Expense Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE XI GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.2 Certain Filings and Consents . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.4 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.5 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
11.6 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
11.7 Amendment and Modification . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.8 Waiver of Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.9 Gender; Number; Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.12 Endorsement Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -i-
</TABLE>

iii.

<PAGE> 118
STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of
November 4, 1993, is entered into among Unistar Communications Group, Inc. a
Delaware corporation (the "Seller"), Unistar Radio Networks, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Seller (the "Company"),
Infinity Broadcasting Corporation, a Delaware corporation ("Infinity"), and
Westwood One, Inc., a Delaware corporation (the "Buyer").

This Agreement sets forth the terms and conditions upon which
the Seller will sell to the Buyer, and the Buyer will purchase from the Seller,
all of the issued and outstanding shares of the capital stock (the "Shares") of
the Company, on the terms and subject to the conditions herein.

In consideration of the mutual agreements contained herein,
intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
THE PURCHASE AND SALE OF STOCK

1.1 Purchase and Sale of Stock. For the consideration
set forth herein and subject to the terms and conditions of this Agreement, at
the Closing, as defined below, the Seller shall sell, transfer, convey, assign
and deliver to the Buyer free and clear of any and all claims, liens, rights,
restrictions, security interests or encumbrances of any kind, other than any of
the foregoing imposed as a result of actions of the Buyer (collectively,
"Encumbrances"), and the Buyer shall purchase, acquire and accept from the
Seller all of the Shares. At the Closing the Seller shall deliver to the Buyer
certificate(s) representing all of the Shares, together with accompanying stock
powers duly endorsed in blank for the transfer of such Shares to the Buyer,
with signatures guarantied and with all necessary transfer taxes paid.

1.2 Purchase Price. At the Closing, the Buyer agrees to
pay, in the manner directed by the Seller, Sixteen Million Five Hundred
Eighty-nine Thousand Two Hundred Thirty-five Dollars ($16,589,235) as the
purchase price for the Shares (the "Purchase Price"). At the Closing and
pursuant to the instructions of the Seller, the Buyer shall pay the Purchase
Price to the Seller in cash by wire transfer of immediately available funds.
Such payment shall be made to the account designated by the Seller in writing
delivered to the Buyer not less than one (1) business day prior to the Closing
Date.

<PAGE> 119
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND INFINITY

The Seller and Infinity jointly and severally represent and
warrant to and agree with the Buyer that, it being understood and agreed that,
to the extent that any of the following representations and warranties relate
to matters or events occurring prior to February 17, 1993, such representations
and warranties of Infinity are limited to the knowledge of Infinity:

2.1 Ownership of Shares. The Seller owns all right,
title and interest in and to the Shares. The delivery of the Shares by the
Seller to the Buyer pursuant to the terms of this Agreement will transfer to
the Seller good and valid title thereto free and clear of any and all
Encumbrances. Except as specifically contemplated by this Agreement, the
Seller has not entered into any agreement, option or right with any person for
the purchase of all or any portion of the Shares.

2.2 Capital Stock. The authorized capital stock of the
Company consists of 1,000 shares of Common Stock, all of which are issued and
outstanding as of the date of this Agreement. All of the Shares are duly
authorized, validly issued, fully paid and non-assessable shares of the capital
stock of the Company and were issued pursuant to a valid exemption from
registration under the Securities Act of 1933, as amended. Except as
specifically contemplated by this Agreement, the Company has no outstanding
subscriptions, rights, warrants, options, contracts, calls, commitments,
agreements or arrangements of any kind whatsoever under which the Company is or
may be obligated to issue capital stock or other securities of any kind. No
person has any preemptive or similar rights with respect to the Shares or as a
result of the transactions contemplated hereby.

2.3 Due Authorization and Execution. Each of the Seller
and Infinity has the necessary corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized and approved by all
necessary corporate action on the part of each of the Seller and Infinity. No
other corporate proceedings or actions on the part of the Seller or Infinity
are necessary to authorize this Agreement and the consummation of such
transactions. This Agreement has been duly and validly executed and delivered
by each of the Seller and Infinity and, assuming due execution and delivery by
the Buyer, constitutes a valid and binding obligation of each such party
enforceable against it in accordance with its terms.

<PAGE> 120

2.4 Organization and Qualification. Each of the Seller
and the Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware. The Company has all
requisite corporate power and authority to own, operate and lease the
properties relating to or in respect of the business, property and assets used
or useful in the Company's radio network business as presently conducted (the
"Business"), which Business includes without limitation, the Company's
programming in a variety of formats provided to affiliate radio stations and
the packaging of programming formats into "networks" offered by the Company to
advertisers (the "Company's Networks"), and to carry on the Business as now
conducted. The Company is duly qualified or licensed to do business as a
foreign corporation in good standing in all jurisdictions in which the
ownership of property relating to the Business or the conduct of the Business
requires such qualification, except for such jurisdictions wherein the failure
to be so qualified would not materially and adversely affect the operations of
the Business.

2.5 Financial Statements.

(a) The audited consolidated financial statements
of the Seller as of December 31, 1992 are attached hereto as Schedule 2.5(a).

(b) The unaudited balance sheet of the Business
(the "Balance Sheet") as of September 30, 1993 (the "Balance Sheet Date"), and
the related unaudited statements of operation, stockholders' equity and cash
flow for the nine-month period ended on the Balance Sheet Date are attached
hereto as Schedule 2.5(b).

(c) Except as set forth in the financial
statements referred to in subparagraphs (a) and (b) above, such financial
statements referred to in subparagraphs (a) and (b) above present fairly in all
material respects the financial position of the Seller and the Business,
respectively, as of the dates indicated and the results of operations for the
periods indicated and have been prepared in accordance with generally accepted
accounting principles consistently applied. The Balance Sheet contains all
adjustments necessary to present fairly in all material respects the financial
position of the Business at the Balance Sheet Date. All such adjustments to
the Balance Sheet are of a normal recurring nature.

2.6 No Undisclosed Liabilities. Except as set forth in
Schedule 2.6, to the Seller's and Infinity's knowledge, as of the Balance Sheet
Date, there was no liability or obligation of the Company relating to the
Business of any nature, whether

<PAGE> 121
absolute, accrued, contingent or otherwise, which, individually or in the
aggregate, is material to the Business, other than liabilities and obligations
reflected or reserved against on the Balance Sheet, liabilities and obligations
not required by generally accepted accounting principles to be disclosed or
reserved against on the Balance Sheet and liabilities and obligations relating
to contracts not yet required to be performed as of the Balance Sheet Date.
Since the Balance Sheet Date, the Company has not assumed or incurred any
material liabilities or obligations relating to the Business, except
liabilities or obligations assumed or incurred in the ordinary course of
business.

2.7 Absence of Certain Changes. Except as set forth on
Schedule 2.7, since the Balance Sheet Date there has not occurred: (a) any
material adverse change in the Business or the Company's financial condition,
results of operations, properties or assets relating to the Business; (b) any
damage, destruction or loss, which is not adequately covered by insurance,
which could materially and adversely affect the Business; (c) any adoption or
material modification of any Employee Benefit Plan (as defined in Section
2.15(a)) made to, for or with any employees of the Company; (d) any material
increase in compensation payable or to become payable by the Company to any of
its employees or in benefits under any Employee Benefit Plan, in each case
other than increases made in the ordinary course of business, and no severance
payment has been made or promised to any such employees by the Company; (e) any
sale or other disposition of any of the Company's assets relating to the
Business, other than sales or dispositions made in the ordinary course of
business; (f) any creation of a mortgage, pledge, security interest,
encumbrance, lien or charge of any kind upon the Business or on any properties
or assets of the Company relating to the Business except in the ordinary course
of business; (g) any material change in the method of allocation of expenses,
liabilities or income of the Company and any subsidiaries, divisions or
business units of the Seller or any other material change in the method of
accounting or accounting practices of the Company; (h) any material amendment,
termination, waiver or cancellation of any substantial right relating to the
Business other than in the ordinary course of business; (i) any discharge or
payment of any material obligation or liability relating to the Business other
than in the ordinary course of business; (j) any material borrowings relating
to the Business; (k) any material capital expenditures or commitments relating
to the Business for any addition to property, plant or equipment other than in
the ordinary course of business; or (l) any agreement to take any action
described in this Section 2.7. Since the Balance Sheet Date, the Company has
conducted the Business in the ordinary course in all material respects,

<PAGE> 122
including, without limitation, in respect of the payment of trade payables and
affiliate compensation.

2.8 Taxes. Except as set forth on Schedule 2.8, to the
Seller's and Infinity's knowledge, the Seller and the Company have filed when
due all federal, state, local and foreign tax returns required by applicable
law to be filed with respect to the operations and assets of the Business and
paid all amounts set forth thereon; there is no action, suit, proceeding,
investigation, audit or claim now pending against, or with respect to the
Company (pertaining to the Business) in respect of any tax or assessment, nor
is any claim for additional tax or assessment asserted or, to the Seller's or
Infinity's knowledge, threatened by any such authority; and all material tax
liabilities with respect to the Business or otherwise relating to the Company
(including, without limitation, federal, state, local, foreign, and other
income, franchise, capital stock, employee's income withholding, foreign
pension withholding, social security, unemployment, disability, payroll, real
property, personal property, sales, use, transfer, or other tax, plus any
interest, penalties or other charges in respect of the foregoing) have been or
will be paid for all periods up to and including the Balance Sheet Date or have
been accrued or reflected in the Balance Sheet.

2.9 Litigation. Except as set forth in Schedule 2.9,
there is no action, suit, proceeding or investigation (collectively, an
"Action") pending or, to the knowledge of the Seller and Infinity, threatened
against the Seller, the Company or Infinity at law or in equity, before any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality (each, a "Governmental Agency"), except with
regard to any threatened Action that would not reasonably be expected to have a
material adverse effect on the Business or the consummation of the transactions
contemplated by this Agreement; nor is there any judgment, decree, injunction,
rule or order of any Governmental Agency outstanding against the Seller, the
Company or Infinity relating to the Business that, individually or in the
aggregate, would reasonably be expected to have a material adverse effect on
the Business or the consummation of the transactions.

2.10 Consents, Violations and Authorizations; Material
Agreements.

(a) Except as set forth in Schedule 2.10(a),
neither the Seller nor the Company is a party to or bound by any agreement
relating to the Business and otherwise material to the Company's operations and
that was not delivered or otherwise made available to the Buyer pursuant to
subparagraph (c) below, which

<PAGE> 123
would require the consent of another to the execution of this Agreement or the
transactions contemplated hereby.

(b) Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby will
(i) violate any provision of the Certificate of Incorporation or Bylaws of
either the Seller or the Company, or (ii) violate any judgment, order, decree,
statue, law, ordinance, rule or regulation applicable to the Seller or the
Company or the properties or assets of the Business, other than such violations
which individually or in the aggregate would not have a material adverse effect
on either the Company or the Business or the consummation of the transactions
contemplated by this Agreement.

(c) The Seller has delivered or made available to
the Buyer true and complete copies of all material agreements, contracts or
commitments related to the Business other than certain affiliation agreements,
talent contracts and agreements with advertisers; provided, however, that the
Seller has delivered to the Buyer the Company's standard forms of affiliation
agreements, and the terms (other than economic or financial terms) of the
Company's material affiliation agreements do not materially depart from such
forms. Each of the material agreements, contracts, commitments and other
instruments related to the Business (whether or not so provided or delivered)
is valid and enforceable in all material respects in accordance with its terms;
the Company is, and to the Seller's and Infinity's knowledge, all other parties
thereto are, in compliance with the provisions thereof in all material
respects; the Company is not, and to the Seller's and Infinity's knowledge, no
other party thereto is in default in the performance, observance or fulfillment
of any material obligation, covenant or condition contained therein, in each
case, except for such failures to comply and defaults that, individually or in
the aggregate, would not have a material adverse effect on the Buyer; and, to
the knowledge of the Seller and Infinity, no event has occurred which with or
without the giving of notice or lapse of time, or both, would constitute a
default thereunder.

(d) The Seller has provided to the Buyer a true
and correct list of the Company's top thirty advertisers, as calculated based
on gross revenue paid to the Company by each such advertiser during the
Company's 1992 fiscal year.

2.11 Personal Property and Equipment. The Seller has
delivered or made available to the Buyer a true and complete copy of the
Company's list of material fixed assets as of September 30, 1993 (the "Fixed
Assets List"). With respect to the personal property, equipment, fixtures,
improvements and other assets set forth on the Fixed Assets List, the Company
owns and has good and

<PAGE> 124
valid title to, or has valid leasehold interests in, all such assets, except to
the extent that the failure to hold such valid title or leasehold interest
would not result in a material adverse effect on the Business, and, except (a)
as disclosed on the Balance Sheet or in Schedule 2.11 and (b) for liens for the
payment of federal, state and local taxes not yet due or payable, all such
assets (including without limitation all leasehold interests included in such
assets) are free and clear of any conditions or restrictions on transfer or
assignment and of any liens, pledges, charges, encumbrances, claims, security
interests, easements, covenants or restrictions which could to any material
extent interfere with the present use of such properties or assets or impair
the operations of the Business.

2.12 Proprietary Property.

(a) To the Seller's and Infinity's knowledge, the
Company does not infringe upon or unlawfully or wrongfully use any trademark,
trade name, service mark, copyright or trade secret owned or claimed by
another, and neither the Seller nor the Company has received any written notice
of any claim of such infringement or any solicitation or similar request that
the Seller or the Company enter into a license or similar agreement in respect
of any such trademark, trade name, service mark, copyright or trade secret
owned or claimed by another, except where any such infringement or wrongful
use, and the consequences thereof, would not have, individually or in the
aggregate, a material adverse effect on the Business. To the knowledge of the
Seller and Infinity, no present or former employee of the Company and no other
person owns or has any proprietary, financial or other interest, direct or
indirect, in whole or in part, in any trademark, trade name, service mark or
copyright, or in any application therefor, or in any trade secret, which the
Company owns, possesses or uses in, and which is material to, the operations of
the Business as presently conducted.

(b) To the knowledge of the Seller and Infinity,
upon consummation of the transactions contemplated by this Agreement, the Buyer
will own or have the right to use all of the assets which are used by, and are
material to, the Company in operating, and all of the material Proprietary
Property associated with, the Company's Networks and, except as set forth on
Schedule 2.12(b), any material unsold or unaired programs that the Company is
in possession of or has rights to, and those assets are sufficient to enable
the Buyer to continue to operate the Company's Networks after the Closing in
substantially the same manner as they are being operated at the date of this
Agreement.

<PAGE> 125
2.13 Insurance. To the knowledge of the Seller and
Infinity, the Company maintains adequate policies of property, fire, public
liability, worker's compensation and other forms of insurance covering the
assets, operations and employees of the Business. All such insurance policies
are in full force and effect.

2.14 Compliance with Law. Neither the Seller nor the
Company (a) is in violation of any federal, state or local laws, ordinances,
regulations and orders applicable to the Business or otherwise to the Company,
including without limitation any applicable building, zoning, health,
sanitation, safety, labor relations or similar laws, ordinances, regulations or
orders relating to the Business or otherwise to the Company, except for
violations which in the aggregate would not have a material adverse effect on
the Business or on the Company and (b) to the knowledge of the Seller and
Infinity, has received any complaint from any governmental authority relating
to the Business or to the Company and none is threatened alleging that the
Company has violated any such law, ordinance, regulation or order in such a
manner as would have a material adverse effect on the Business or the Company.
The Company owns and possesses all licenses, permits and other authorizations
required by law in connection with the operation of the Business, except for
such licenses, permits and other authorizations the failure of which to own or
possess, individually and in the aggregate, would not have a material adverse
effect on the Business.

2.15 Employee Benefit Plans.

(a) Schedule 2.15(a) contains a complete list of
all employee benefit plans, whether formal or informal, whether or not set
forth in writing, and whether covering one person or more than one person,
sponsored or maintained by the Company. For the purposes hereof, the term
"Employee Benefit Plans" includes all plans, funds, programs, policies, fringe
benefits, perquisites, arrangements, practices, customs and understandings
providing benefits of economic value to any employee, former employee,
consultant, former consultant or present or former beneficiary, dependent or
assignee of any such party, other than regular salary, wages, commissions or
other compensation paid substantially concurrently with the performance of the
services for which paid. Without limitation, the term "Employee Benefit Plans"
includes all employee welfare benefit plans within the meaning of Section 3(1)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and all employee pension benefit plans within the meaning of Section 3(2) of
ERISA. The Company has furnished or made available to the Buyer complete and
correct copies of all material Employee Benefit Plans.

<PAGE> 126

(b) To the knowledge of the Seller and Infinity,
the Company has timely made all contributions which it was required to make for
each Employee Benefit Plan under the terms of such plan and applicable law and
the provisions of such plan, and all benefit payments due and payable to plan
participants under each Employee Benefit Plan have been made or are being
appropriately processed. To the knowledge of the Seller and Infinity, the
Company is in all material respects in compliance with, and each Employee
Benefit Plan complies in all material respects with, all applicable
requirements of ERISA, if any, and as of the Balance Sheet Date, the Company
had no material liability under any such Employee Benefit Plan which was not
reflected or reserved against on the Balance Sheet or in the notes thereto.

2.16 Employees and Labor Contracts. Except as set forth
in Schedule 2.16, the Company is not a party to any collective bargaining
agreement or other labor contract applicable to its employees nor any pending
unfair labor practice complaints with respect to such employees before the
National Labor Relations Board. Neither the Seller nor the Company knows of
any activity or proceedings of any labor union (or representatives thereof) to
organize any employees of the Company, or of any strikes, slowdowns, work
stoppages, lockouts or threats thereof, by or with respect to any of such
employees. Except as set forth on Schedule 2.16, to the knowledge of Infinity
and the Seller, there are no pending significant labor grievances involving
employees of the Company nor are there any current union representation
activities involving such employees, there have been no complaints filed by any
of the Company's employees with the Company or with any Governmental Agency and
there have been no actions, suits, claims, judgments, injunctions, restraining
orders or decrees issued or granted by any Governmental Agency in favor of any
employee or former employee of the Company, in any case, that could reasonably
be expected to have a material adverse effect on the Business.

2.17 Fees, Commissions and Expenses. Neither the Seller
nor the Company is liable for or obligated to pay any brokerage commissions,
finders' fees or similar compensation in connection with the transactions
contemplated by this Agreement.

2.18 Environmental Laws and Regulations. To the knowledge
of the Seller and Infinity, the Company is in material compliance with, and has
no material liability under, all applicable federal, state and local laws and
regulations relating to product registration, pollution control and
environmental contamination including, but not limited to, all laws and
regulations governing the generation, use, collection, discharge, or disposal
of Hazardous Materials and all laws and regulations

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with regard to record keeping, notification and reporting requirements
respecting Hazardous Materials. To the knowledge of the Seller and Infinity,
(A) the Company has not been alleged to be in violation of, or has been subject
to any administrative or judicial proceeding pursuant to, such laws or
regulations either now or any time during the past three years, and (B) there
are no Claims (as defined below) against the Company relating to environmental
matters including, but not limited to, any Claim arising from past or present
environmental practices asserted under any Environmental Laws (as defined
below), which may have a material adverse effect on the Business.

For purposes of this Section 2.18, the following terms shall
have the following meanings:

(a) "Hazardous Materials" shall mean asbestos,
petroleum products, underground tanks of any type and all other materials
defined as "hazardous substances," "hazardous wastes," "toxic substances" or
"solid wastes," or otherwise listed or regulated pursuant to (collectively, the
"Environmental Laws"): the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., and any amendments
thereto; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq., and any amendments thereto; the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801 et seq.; and any other similar federal, state or local
statute, regulation, ordinance, order, decree, or any other law, common law
theory or reported decision of any state or federal court, as currently in
effect, relating to, or imposing liability or standards of conduct concerning,
any hazardous, toxic or dangerous waste, substance or material.

(b) "Claim" shall mean any and all claims,
demands, causes of actions, suits, proceedings, administrative proceedings,
losses, judgments, decrees, debts, damages, liabilities, court costs,
attorneys' fees and any other expense incurred, assessed or sustained by or
against the Company or any of its subsidiaries.

2.19 Owned Real Property. The Company owns no real
property used or useful in the Business.

2.20 Transactions with Affiliates. Except as set forth on
Schedule 2.20, no stockholder, director, officer or employee of the Company or
the Seller, or any member of his or her immediate family or any other of its,
his or her affiliates, owns or has a five percent (5%) or more ownership
interest in any corporation or other entity that is or was since February 17,
1993 a party to, or in any property which is or was since February 17, 1993 the
subject of, any material contract,

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agreement or understanding, business arrangement or relationship with the
Company relating to the Business.

2.21 Full Disclosure. With respect to the representations
and warranties of the Seller and Infinity, to the Seller's and Infinity's
knowledge, this Agreement does not contain any untrue statement of a material
fact and does not omit to state a material fact necessary to make the
statements made herein not misleading in light of the circumstances under which
they are made.

ARTICLE III
REPRESENTATIONS AND
WARRANTIES OF THE BUYER

The Buyer represents and warrants to and agrees with the Seller
and Infinity as follows:

3.1 Due Authorization and Execution. The Buyer has the
necessary corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The Board of Directors of the
Buyer has duly authorized and approved the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby. No
other corporate proceedings on the part of the Buyer are necessary to authorize
this Agreement and, except with regard to the matters set forth in Section 5.8,
the consummation of such transactions. This Agreement has been duly and
validly executed and delivered by the Buyer and, assuming due execution and
delivery by the Company, constitutes a valid and binding obligation of the
Buyer enforceable against it in accordance with its terms.

3.2 Organization of the Buyer. The Buyer is a
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware and has all requisite corporate power and authority to enter
into this Agreement and to perform its obligations hereunder.

3.3 Consents, Violations and Authorizations.

(a) The Buyer is not a party to or bound by any
mortgage, indenture, lien, deed of trust, lease, agreement, permit, concession,
franchise, license, instrument, order, judgment or decree which would require
the consent of another to the execution of this Agreement or the consummation
of the transactions contemplated hereby.

(b) Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated

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hereby will (i) violate any provision of the Certificate of Incorporation or
Bylaws of the Buyer or (ii) conflict with, or result (immediately or upon the
giving of notice or the passage of time or both) in any violation of or any
default under, or give rise to a right of modification, termination,
cancellation or acceleration of any obligation or to a loss of a benefit under,
any mortgage, indenture, lease, instrument, permit, concession, franchise,
license or other agreement which the Buyer or its properties or assets are
parties to, beneficiaries of, or bound by, or violate any judgment, order,
decree, statue, law, ordinance, rule or regulation applicable to the Buyer or
its properties or assets, other than such conflicts, violations or defaults or
possible modifications, terminations, cancellations or accelerations which
individually or in the aggregate do not and will not have a material adverse
effect on the Buyer or affect the ability of the Buyer to consummate the
transactions contemplated by this Agreement.

(c) No authorization, consent or approval of, or
filing with, any public body or governmental authority is necessary for the
consummation by the Buyer of the transactions contemplated by this Agreement.

3.4 Fees, Commissions and Expenses. The Buyer has paid
or shall duly pay any brokerage commissions, finders' fees or similar
compensation in connection with the transactions contemplated by this Agreement
which it has agreed to pay.

3.5 Full Disclosure. With respect to the representations
and warranties of the Buyer, to the actual knowledge of the Buyer this
Agreement does not contain any untrue statement of a material fact and does not
omit to state a material fact necessary to make the statements made herein not
misleading in light of the circumstances under which they were made.

3.6 Litigation. There are no Actions pending or, to the
actual knowledge of the Buyer, threatened against the Buyer at law or in
equity, or before any Governmental Agency, that might have a material adverse
effect on the Buyer or the consummation of the transactions contemplated
hereby.

3.7 Investment Intent. The Buyer is acquiring the Shares
for investment purposes only, for its own account and not with a present view
for the resale thereof in connection with any distribution or public offering
thereof within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").

3.8 Unregistered Securities. The Buyer understands that
the Shares have not been registered under the Securities Act

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and that, accordingly, the Shares will not be transferable except pursuant to
an exemption from the registration and prospectus delivery requirement of the
Securities Act or upon satisfaction of such requirement.

3.9 Status and Knowledge. The Buyer is an "accredited
investor" (as such term is defined in Rule 501 of Regulation D under the
Securities Act). The Buyer acknowledges that it has been given the opportunity
to ask questions and receive answers from the Company's officers, directors and
agents, including Infinity, concerning the terms and conditions of the
transactions contemplated hereby, the operations, financial condition and
prospects of the Company and the accuracy of the information regarding the
Company contained in any document provided to the Buyer by the Seller or
Infinity.

ARTICLE IV
CONDUCT OF BUSINESS PENDING CLOSING

From the date of this Agreement until the Closing, each of the
Seller and the Company covenants that, except as otherwise consented to in
writing by the Buyer (which consent shall not be unreasonably withheld), it
shall either satisfy or cause to be satisfied the following:

4.1 Ordinary Course. The Company shall carry on the
Business in the ordinary course in substantially the same manner as heretofore
conducted since February 17, 1993.

4.2 No Acquisitions. The Company shall not acquire or
agree to acquire for the Business a substantial portion of the assets of any
business or any corporation, partnership, association or other business
organization or division thereof or otherwise acquire or agree to acquire any
assets which are material in the aggregate to the Business.

4.3 No Dispositions. The Company shall not sell, lease
or otherwise dispose of any assets of the Business except in the ordinary
course of business.

4.4 Employees. The Company shall not grant any material
increase in the compensation payable to any of the employees of the Business or
any material benefit increase in any Employee Benefit Plan, except for
increases made in the ordinary course of business.

4.5 Mortgages, Liens and Other Encumbrances. The Company
shall not create, assume or incur any mortgage, lien, pledge or other
encumbrance of any kind in respect of any

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property used in or relating to the Business other than mortgages, liens,
pledges or other encumbrances incurred in the ordinary course of business.

4.6 Waiver of Rights. The Company shall not amend,
terminate or waive any right of substantial value that is material to the
Business other than in the ordinary course of business.

4.7 Material Agreements. The Company shall not enter
into any lease for property or equipment or any agreement that is material to
the Business, except in the ordinary course of business.

4.8 Capital Expenditures. The Company shall not make or
commit to any capital expenditures or commitments relating to the Business
exceeding $100,000 in the aggregate.

4.9 No Solicitation. Except as contemplated by the terms
of this Agreement, none of the Seller, the Company, Infinity nor any of their
officers, directors, employees, affiliates, representatives or agents shall,
directly or indirectly, solicit or authorize the solicitation of, initiate or
participate in discussions or negotiations or otherwise cooperate in any way
with, or provide any information to any person concerning (a) the purchase,
lease or other acquisition of all or a substantial portion of the assets of the
Company, (b) the purchase of any of the shares of capital stock of the Company
or (c) the merger, consolidation or other combination of the Company with
another person.

4.10 Agreements. The Company shall not commit or agree,
whether in writing or otherwise, to take any action prohibited by this Article
IV.

ARTICLE V
CONDITIONS TO THE OBLIGATIONS
OF THE BUYER

The obligations of the Buyer hereunder are subject to
fulfillment or satisfaction at or prior to the Closing of each of the following
conditions (any one or more of which may be waived by the Buyer but only in
writing):

5.1 Representations and Warranties of the Seller and
Infinity. All representations and warranties of the Seller and Infinity
contained in this Agreement shall be true and correct in all material respects
as of the date made and, except insofar as such representations and warranties
are specifically made as of

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an earlier stated date or period of time, shall be true and correct in all
material respects as of the Closing with the same effect as though such
representations and warranties were made at and as of the Closing; the Company
shall have performed and satisfied in all material respects all covenants,
conditions and agreements required or contemplated by this Agreement; and at
the Closing, there shall be delivered to the Buyer a certificate signed by an
authorized officer of the Seller, to such effect.

5.2 Opinion of Counsel for the Company. The Buyer shall
have received from Debevoise & Plimpton, counsel for the Company, an opinion in
form and substance reasonably satisfactory to the Buyer dated as of the Closing
covering such matters as may be reasonably requested by the Buyer.

5.3 Absence of Litigation or Investigation. No
preliminary or permanent injunction or other order of any court or governmental
agency or instrumentality shall have issued or been entered and remain in
effect which prohibits the consummation of the transactions contemplated by
this Agreement.

5.4 Consents. All consents contemplated by Schedule
2.10(a) shall have been obtained, except for such consents with respect to
which the failure to obtain would not, individually or in the aggregate, result
in a material adverse effect on the Business.

5.5 HSR Act. All provisions under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to
the transactions contemplated hereby and by the Securities Purchase Agreement
shall have been complied with, and the waiting period thereunder shall have
expired or have been terminated.

5.6 Financing. The Buyer and one or more financial
institutions shall have entered into a credit agreement to provide financing in
the aggregate amount of One Hundred Twenty-five Million Dollars ($125,000,000),
for the application of $16,589,235 as the Purchase Price, $84,710,765 to repay
the Retained Chase Debt (as defined in Section 5.12), approximately $15,000,000
to repay all amounts under that certain Amended and Restated Loan and Security
Agreement-Communications dated as of March 26, 1993 among the Buyer, certain of
the Buyer's affiliated entities and Barclays Bank PLC (or any replacement
agreement entered into by the Buyer and one or more financial institutions
prior to the Closing Date to refinance such obligation), and approximately
$10,000,000 as working capital for the Company after the Closing, on terms and
conditions reasonably acceptable to the Buyer, and the transactions
contemplated by such credit

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agreement shall be subject to consummation concurrently with the Closing.

5.7 Release of Liens and Other Rights. The Seller or the
Company shall have delivered to the Buyer UCC-3 Termination Statements with
respect to any and all liens held by any lender in any of the assets of the
Company, and all security interests held by any lender in the Company's
trademarks and tradenames shall have been released.

5.8 Stockholder Approval. The stockholders of the Buyer
holding a majority of the voting power of the Buyer, including a majority of
the shares of the Buyer's Common Stock, shall have approved (a) this Agreement
and the transactions contemplated hereby, (b) the sale of 5,000,000 shares of
common stock of the Buyer ("Common Stock") and a warrant to purchase 3,000,000
shares of Common Stock pursuant to the Securities Purchase Agreement dated of
even date herewith (the "Securities Purchase Agreement") between the Buyer and
Infinity Network Inc., a wholly-owned subsidiary of Infinity, and the
transactions contemplated thereby and (c) the management by Infinity of the
Company following the Closing Date, pursuant to the terms of a Management
Agreement attached hereto as Exhibit A to be entered into between the Buyer and
Infinity (the "Management Agreement").

5.9 Securities Purchase Agreement. The Securities
Purchase Agreement shall have been executed and the transactions contemplated
thereby shall have been consummated.

5.10 Management Agreement. The Management Agreement shall
have been executed and delivered by Infinity.

5.11 Delivery of Documents. The documents described in
Section 9.2 of this Agreement shall have been delivered.

5.12 Certain Transactions. The Buyer shall have received
reasonably satisfactory written evidence that the Company has distributed and
assigned, and the Seller has received and assumed, (a) all of the stock of The
Market Research Group, Inc. ("TMRG"), (b) all cash and cash equivalents and all
accounts receivable of the Company existing on the Closing Date, (c) all real
estate owned by the Company and (d) all liabilities and obligations of the
Company with respect to TMRG, and all trade payables, other current liabilities
and unpaid bank debt of the Company except only an aggregate of Eighty-four
Million Seven Hundred Ten Thousand Seven Hundred Sixty-five Dollars
($84,710,765), inclusive of principal, interest, fees and penalties, owed to
The Chase Manhattan Bank, N.A. (the "Retained Chase Debt"), in each case
existing on the Closing Date, as such

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<PAGE> 134
liabilities and obligations appear on the balance sheet of the Company dated as
of the Closing Date (the "Assumed Liabilities").

ARTICLE VI
CONDITIONS TO THE OBLIGATIONS OF
THE SELLER

The obligations of the Seller hereunder are subject to the
fulfillment or satisfaction at or prior to the Closing of each of the following
conditions (any one or more of which may be waived by the Seller, but only in
writing):

6.1 Representations and Warranties of the Buyer. All
representations and warranties of the Buyer contained in this Agreement shall
be true and correct as of the date made and shall be true and correct in all
material respects as of the Closing with the same effect as though such
representations and warranties were made at and as of the Closing; the Buyer
shall have performed and satisfied in all material respects all covenants,
conditions and agreements required or contemplated by this Agreement to be
performed and satisfied by it at or prior to the Closing; and at the Closing,
the Buyer shall deliver to the Seller and Infinity a certificate, dated the
date of the Closing and signed by authorized officers of the Buyer to such
effect.

6.2 Absence of Litigation or Investigation. No
preliminary or permanent injunction or other order of any court or governmental
agency or instrumentality shall have issued or been entered and remain in
effect which prohibits the consummation of the transactions contemplated by
this Agreement.

6.3 Consents. All consents contemplated by Section
2.10(a) shall have been obtained.

6.4 HSR Act. All provisions under the HSR Act with
respect to the transactions contemplated hereby and by the Securities Purchase
Agreement shall have been complied with, and the waiting period thereunder
shall have expired or have been terminated.

6.5 Management Agreement. The Management Agreement shall
have been executed and delivered by the Buyer and, pursuant thereto, Mel
Karmazin and Farid Suleman shall have been appointed to the offices of Chief
Executive Officer and Chief Financial Officer, respectively, of the Buyer.

6.6 Securities Purchase Agreement. The Securities
Purchase Agreement shall have been executed and delivered by the Buyer and the
transactions contemplated thereby shall have been

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consummated, including without limitation, the issuance to a subsidiary of
Infinity of the Warrant referred to in the Securities Purchase Agreement.

6.7 Other Agreements. The Voting Agreement attached
hereto as Exhibit B to be entered into between the Buyer, Norman J. Pattiz (the
"Shareholder") and a subsidiary of Infinity (the "Voting Agreement") shall have
been executed and delivered by the Buyer and the Shareholder, and the
Registration Rights Agreement attached hereto as Exhibit C to be entered into
between the Buyer and a subsidiary of Infinity shall have been executed and
delivered by the Buyer.

6.8 Opinion of Counsel for the Buyer. The Seller and
Infinity shall have received from Riordan & McKinzie, counsel for the Buyer, an
opinion in form and substance reasonably satisfactory to such parties dated as
of the Closing covering such matters as may reasonably be requested by such
parties.

6.9 Board of Directors. The Board of Directors of the
Buyer shall have been reconstituted as contemplated by Section 6 of the Voting
Agreement.

6.10 Bylaws Amendment. The Buyer's Bylaws shall be
amended in form and substance reasonably satisfactory to Infinity to (a)
establish the position of Chief Executive Officer, who will have general
supervision and control over the affairs and operations of the Company, and (b)
otherwise to conform such Bylaws to the terms of the Management Agreement.

6.11 Modification of Employment Agreement. The Employment
Agreement of Norman J. Pattiz (the "Shareholder") dated as of October 18, 1993
shall be amended in form and substance reasonably satisfactory to Infinity to
indicate that, on and after the Closing Date, the Shareholder shall serve only
as Chairman of the Buyer.

6.12 Payment of Retained Chase Debt. The Buyer shall have
paid in full, or caused the Company to pay in full, the Retained Chase Debt.

6.13 Delivery of Documents. The documents described in
Section 9.2 of this Agreement shall have been delivered.

6.14 Certain Transactions. The transactions contemplated
by Section 5.12 shall have been completed on the Closing Date.

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ARTICLE VII
SURVIVAL; INDEMNIFICATION

7.1 Survival of Representations and Warranties and
Related Agreements. The representations and warranties contained in Articles
II and III of this Agreement shall survive the Closing hereunder and shall
continue in effect notwithstanding any investigation by or on behalf of any of
the parties hereto until the earlier to occur of (a) eighteen (18) months
following the Closing and (b) ninety (90) days following the certification of
the Buyer's consolidated financial statements for its fiscal year ending in
1994 by Buyer's independent public accountants (the "Cutoff Date"), except that
any representation or warranty which would otherwise terminate after the Cutoff
Date shall survive until the final adjudication or settlement of any such
matter if notice of any inaccuracy or breach thereof, including a reasonably
detailed description of such alleged inaccuracy or breach, shall have been
given in writing to the Buyer, the Seller, the Company or Infinity, as the case
may be, on or prior to the Cutoff Date.

7.2 General Indemnification.

(a) Subject to the provisions of Section 7.1
above, the Seller shall indemnify and hold harmless the Buyer from and against,
and shall reimburse the Buyer on demand for, any claim, loss, liability, damage
or expense (including reasonable attorneys' fees and costs of appeals),
resulting from (i) any material breach of any representation or warranty or
agreement or covenant on the part of the Seller or the Company under or
pursuant to this Agreement, (ii) any of the Assumed Liabilities, (iii) any
capital gain tax liability of the Company or Buyer, including all interest and
penalties, arising as a result of the purchase of the Shares by the Buyer
pursuant to this Agreement, and any tax liability of the Company or Buyer,
including all interest and penalties, arising as a result of the cancellation
or reduction of any indebtedness of the Company in connection with the
transaction contemplated hereby and (iv) any tax liability of the Company or
the Buyer, including all interest and penalties, arising as a result of the
transactions described in clauses (a), (b) or (c) of Section 5.12 hereof or any
inter-company transactions prior to the Closing, up to a cumulative aggregate
of $1,000,000. Subject to the provisions of Section 7.1 above, Infinity shall
be jointly and severally liable for the Seller's obligations under this Section
7.2; provided, however, that with respect to breaches of representations and
warranties relating to matters or events occurring prior to February 17, 1993,
Infinity shall be so liable only to the extent that Infinity had actual
knowledge of such matters or events. Notwithstanding the foregoing, the
parties set forth above shall

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be responsible for any losses, liabilities, damages or expenses claimed for any
breach of any representation or warranty herein, or indemnification with
respect thereto, only to the extent that the aggregate amount of such losses,
liabilities, damages and expenses claimed for all of such breaches exceeds
$150,000, provided that (x) such parties' aggregate obligations for indemnity
under Section 7.2(a)(iv) and in respect of breaches of representations and
warranties under this Section 7.2(a) shall not in the aggregate exceed
$15,000,000, except for losses, liabilities, damages or expenses that arise as
a result of intentional fraud of the Seller or Infinity, in which case such
parties' aggregate obligations under this Section 7.2(a) shall not exceed
$101,300,000, and (xi) Infinity shall not be jointly and severally liable for
fraud of the Seller if Infinity did not have actual knowledge of such fraud.

(b) The Buyer shall indemnify and hold harmless
the Seller and Infinity from and against, and shall reimburse such parties on
demand for, any claim, loss, liability, damage or expense (including reasonable
attorneys' fees and costs of appeals) resulting from (i) any breach of any
representation, warranty, agreement or covenant on the part of the Buyer under
or pursuant to this Agreement, (ii) any liabilities and obligations of the
Buyer incurred with respect to its operation of the Business after the Closing
and (iii) the Retained Chase Debt. Notwithstanding the foregoing, the Buyer
shall be responsible for any losses, liabilities, damages or expenses claimed
for any breach of any representation or warranty herein, or indemnification
with respect thereto, only to the extent that the aggregate amount of such
losses, liabilities, damages and expenses claimed for all of such breaches
exceeds $150,000, provided that the Buyer's aggregate obligations under clause
(i) of this Section 7.2(b) shall not exceed $15,000,000.

(c) If a third party asserts a claim against any
indemnified party for which indemnification would be available under this
Section 7.2 hereof (a "Claim"), the indemnified party shall promptly give
notice of such Claim, describing such Claim with reasonable specificity, to the
indemnifying party; provided, however, that the failure to give such notice
shall not affect the right of the indemnified party to indemnification
hereunder except to the extent that such failure prejudices the ability of the
indemnifying party to defend any Claim or take any other remedial action. The
indemnifying party shall be entitled to assume the defense of such Claim,
including the employment of counsel reasonably satisfactory to the indemnified
party; provided, however, that in the event that the indemnified party
reasonably determines in good faith that its interests with respect to such
Claim cannot appropriately be represented by the indemnifying party, such
indemnified party shall have the right

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to retain separate counsel and to have its expenses reimbursed promptly with
respect to such Claim. In addition, in the event that such indemnifying party,
within a reasonable time after notice of any such Claim, fails to defend any
indemnified party, such indemnified party will (upon further notice to such
indemnifying party) have the right to undertake its defense of such Claim for
the account of such indemnifying party and to have its expenses reimbursed
promptly with respect to such Claim. Regardless of which party is controlling
the defense of any Claim, (i) both the indemnifying party and the indemnified
party shall act in good faith and (ii) no settlement of such Claim may be
agreed to without the written consent of the indemnifying party, which consent
shall not be unreasonably withheld. The controlling party shall deliver, or
cause to be delivered, to the other party copies of all correspondence,
pleadings, motions, briefs, appeals or other written statements relating to or
submitted in connection with the defense of any such Claim, and timely notices
of any hearing or other court proceeding relating to such Claim.

(d) The exclusive remedy available to a party
hereto in respect of the matters covered by subparagraphs (a) and (b) of this
Section 7.2 shall be to proceed in the manner and subject to the limitations
contained in this Section 7.2.

ARTICLE VIII
ADDITIONAL COVENANTS OF THE PARTIES

8.1 HSR Act Filings. Infinity and the Buyer will, as
promptly as practicable following the execution of this Agreement, file under
the HSR Act an acquired person's and an acquiring person's notification and
report forms, respectively, with respect to the transactions contemplated by
this Agreement, and request early termination of the waiting period under the
HSR Act. Infinity and the Buyer each shall use commercially reasonable efforts
to procure early termination and otherwise to comply with all applicable
provisions of the HSR Act.

8.2 Proxy Statement and Meeting of the Buyer's
Stockholders.

(a) As promptly as practicable and in any event
within forty-five (45) days after the date hereof, the Buyer shall prepare and
file with the Securities and Exchange Commission (the "SEC") and, within five
(5) business days following clearance with the SEC, mail to its stockholders a
proxy statement with respect to a meeting of the Buyer's stockholders to
consider and vote upon the transactions referred to in Section 5.8
(collectively, the "Transactions"). The Seller

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and Infinity shall have a reasonable opportunity to review and comment on the
proxy statement. The Buyer agrees that the proxy statement will include a copy
of the fairness opinion of Donaldson, Lufkin and Jenrette and a statement that
the Buyer's Board of Directors has voted to recommend the approval and
authorization of the Transactions by the stockholders of the Buyer at such
meeting of the Buyer's stockholders (subject to the Buyer's Board of Directors'
fiduciary obligations to the Buyer's stockholders under applicable law after
advice by outside counsel with respect to such obligations). The Buyer shall
promptly notify the Seller and Infinity of the receipt of any comments on, or
any request for amendments or supplements to, the proxy statement by any
governmental official, and the Buyer will supply the Seller and Infinity with
copies of all correspondence between it and any governmental official with
respect to the proxy statement. The information provided and to be provided by
the Buyer for use in the proxy statement shall, on the date the proxy statement
is first mailed to the Buyer's stockholders and on the date of the meeting of
the Buyer's stockholders held to approve the Transactions, be true and correct
in all material respects and shall not omit to state any material fact required
to be stated therein or necessary in order to make such statements, in light of
the circumstances in which they are made, not misleading. The Buyer agrees to
correct promptly any such information which shall have become false or
misleading. The proxy statement, when mailed, shall comply as to form in all
material respects with all applicable requirements of the Securities Exchange
Act of 1934, as amended.

(b) The Buyer shall take all action necessary in
accordance with the General Corporation Law of the State of Delaware and the
Buyer's certificate of incorporation and bylaws to duly call, give notice of,
convene and hold a meeting of its stockholders within thirty (30) calendar days
after the date of the mailing of the proxy statement to consider and vote upon
the Transactions. The Buyer shall use its best efforts such that, at any such
meeting, all the shares of common stock and class B common stock of the Buyer
owned by the Shareholder shall be voted in favor of such Transactions.

8.3 Access by the Buyer and Agents. The Seller agrees
that the Buyer, and its designated representatives, attorneys and auditors or
agents, shall have reasonable access following reasonable notice to the books
of account, financial and corporate records, contracts, leases, tax returns,
properties and other assets of the Company relating to the Business and to make
copies of such corporate records, reports and other documents as they may
request at any reasonable time during regular business hours prior to the
Closing, and the Company agrees to use its efforts to cooperate with such
persons in conducting such

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examination, except that the Buyer and its designated representatives,
attorneys, auditors and agents shall not have access to information regarding
advertisers, talent agreements and affiliation agreements. The Seller will
cause the Company's officers, employees and accountants, as the case may be, to
furnish such additional financial and operating data and other information
(subject to the exception in the previous sentence) as the Buyer may from time
to time reasonably request. The Buyer and its designated representatives,
attorneys, auditors and agents shall keep all such information provided
pursuant to this Section 8.3 or otherwise confidential pursuant to that certain
letter agreement dated August 20, 1993, between the Seller and the Buyer
regarding the confidentiality of information supplied by the Seller to the
Buyer.

8.4 Availability of Records. The Buyer shall make
available to the Seller such documents, books, records or information relating
to the Business prior to the Closing as the Seller may reasonably require after
the Closing in connection with any tax determination, defense of any claim
against the Seller relating to the conduct of the Business prior to the Closing
or governmental investigation of the Seller, the Company or any of their
Affiliates. The Buyer agrees not to destroy any files or records which are
subject to this Section 8.4 without giving reasonable notice to the Seller, and
within thirty (30) business days of receipt of such notice, the Buyer may cause
to be delivered to the Seller the records intended to be destroyed, at the
Seller's expense.

8.5 Use of Name. From and after the Closing Date, the
Seller will sign such consents and take such other action as the Buyer shall
reasonably request in order to permit the Buyer to use each and every name used
in connection or associated with the Business, including without limitation,
the names "Unistar Radio Networks," "Unistar Communications Group" and all
variants thereof and all names used in connection with the Company's Networks.
From and after the Closing Date, the Seller shall promptly cease the use of
such name or any names similar thereto or any variants thereof in the manner
presently used, shall remove or eliminate such name and all such variants
thereof from all signs, letterhead, stationery and business cards, and the
Seller shall promptly after the Closing Date amend its Certificate of
Incorporation to change its corporate name to another name bearing no
similarity to such name.

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ARTICLE IX
CLOSING

9.1 Closing. Unless this Agreement shall have been
terminated and the purchase of the Shares herein contemplated shall have been
abandoned pursuant to the provisions of Article X hereof, the closing (the
"Closing") will be held at the offices of Debevoise & Plimpton, 875 Third
Avenue, New York, New York 10022, on January 31, 1994 (the "Scheduled Closing
Date"); provided, however, that if any of the conditions provided for in
Articles V and VI shall not have been met or waived by the Scheduled Closing
Date, then the Closing shall occur within three business days after such
condition has been met or waived but in no event shall the Closing occur later
than February 28, 1994 (unless further extended by written agreement of the
parties to this Agreement) except that any party shall have the right further
to extend the Closing Date until three business days after satisfaction of the
conditions set forth in Section 5.5 (HSR Act) if all other conditions to
Closing have been waived or satisfied, provided that in no event shall the
Closing occur later than April 30, 1994. The date on which the Closing shall
occur is sometimes referred to herein as the "Closing Date."

9.2 Deliveries at Closing. At the Closing, the Seller
will deliver to the Buyer (a) certificate(s) representing the Shares, together
with accompanying stock powers duly endorsed in blank for the transfer of such
Shares to the Buyer; (b) executed copies of the consents referred to in Section
2.10 hereof; (c) the opinion of counsel referred to in Section 5.2 hereof; and
(d) all other previously undelivered documents required to be delivered by the
Seller to the Buyer at or prior to the Closing in connection with the
transactions contemplated by this Agreement. At the Closing, there will be
delivered to the Seller by the Buyer, (A) Purchase Price; (B) all documents
referred to in Sections 6.5, 6.6, 6.7 and 6.8; and (C) all previously
undelivered documents required to be delivered by the Buyer to the Seller at or
prior to the Closing.

ARTICLE X
TERMINATION

10.1 Termination. This Agreement may be terminated and
the transactions contemplated herein may be abandoned prior to the Closing Date
(a) by the mutual consent of the Seller and the Buyer; (b) by the Seller if
events occur (other than events caused by the Seller) which render impossible
the satisfaction of one or more of the conditions set forth in Article VI; (c)
by the Buyer if events occur (other than events caused by the Buyer) which
render impossible the satisfaction of one or more of the

24.

<PAGE> 142
conditions set forth in Article V; or (d) by the Seller or the Buyer, if the
Closing has not occurred on or before February 28, 1994, except that any party
shall have the right further to extend the Closing Date until three business
days after satisfaction of the conditions set forth in Section 5.5 (HSR Act) if
all other conditions to Closing have been waived or satisfied, provided that in
no event shall the Closing occur later than April 30, 1994.

10.2 Procedure Upon Termination. In the event of the
termination of this Agreement by either party as provided in clause (b), (c) or
(d) of Section 10.1, written notice thereof shall forthwith be given to the
other party to this Agreement, this Agreement shall terminate and be abandoned
without further action by the Seller or the Buyer, and there shall be no
liability or obligation on the part of either the Seller or the Buyer except as
provided in Section 10.3.

10.3 Termination Fees. Upon the termination of this
Agreement due to (A) the failure of the Buyer to receive stockholder approval,
as described in Section 5.8, so long as all other conditions of the Buyer set
forth in Article V have been or could be otherwise satisfied in the ordinary
course (in which case the Buyer shall be the Defaulting Party and the Seller
and Infinity shall be the Damaged Party, as such terms are hereinafter
defined), or (B) the representations and warranties of a party set forth herein
or in the Securities Purchase Agreement being materially incorrect when made or
at the Closing or the material breach by a party of a covenant hereunder or
thereunder (the party whose representations and warranties were incorrect or
who breached such covenant being referred to as the "Defaulting Party"), the
other party (the "Damaged Party") shall be entitled to the following
compensation from the Defaulting Party in lieu of any other compensation or
damages that such Damaged Party might otherwise be entitled to, provided that
the Damaged Party shall not be entitled to the following compensation from the
Defaulting Party in the event of the termination of this Agreement due to the
representations and warranties of a party set forth herein or in the Securities
Purchase Agreement being materially incorrect at the Closing if such
representations and warranties were materially correct when made and either (i)
the failure of such representations and warranties to be materially correct at
the Closing was beyond the reasonable control of the Defaulting Party or (ii)
if the Buyer is the Damaged Party, such materially incorrect representations or
warranties relate to matters or events occurring prior to February 17, 1993:

(a) the Defaulting Party shall pay the Damaged
Party all reasonably documented costs and expenses incurred by the Damaged
Party in connection with this Agreement and the

25.

<PAGE> 143
transactions contemplated hereby, including without limitation, all legal,
investment banking and accounting fees and expenses, up to but not exceeding
the sum of $500,000;
(b) the Defaulting Party shall pay the
Damaged Party an additional sum of $1,500,000; and

(c) if the Defaulting Party (including the
Shareholder or his estate, in the case of the Buyer) enters into an agreement
to consummate a Third Party Acquisition (as hereinafter defined) within twelve
months from the date of the termination of this Agreement, then (i) if the
Defaulting Party is the Buyer, the Buyer shall provide Infinity with the right
and option to purchase, prior to and conditioned upon the effectiveness of the
Third Party Acquisition, 2,000,000 shares of the Buyer's common stock at a
price of $3.00 per share, and (ii) if the Defaulting Party is the Seller, then
the Seller shall provide the Buyer with the right and option to purchase, prior
to and conditioned upon the effectiveness of the Third Party Acquisition,
shares of the Company's common stock, constituting 11.8% of the Company's
outstanding capital stock after issuance, for the aggregate purchase price of
$11,953,400 less 11.8% of the amount of any indebtedness for borrowed money of
the Company which remains outstanding following such Third Party Acquisition or
which is assumed by the Buyer in such Third Party Acquisition.

"Third Party Acquisition" means the occurrence of any of the following events:
(1) the Buyer (if the Buyer is the Defaulting Party) or the Company (if the
Seller is the Defaulting Party) is acquired by merger or otherwise by any
person, entity or group other than the Damaged Party or any entity owned or
controlled by or under joint ownership or control with the Damaged Party (a
"Third Party," provided that, in no event shall Infinity or any of its
affiliates be deemed a Third Party); (2) a Third Party acquires shares of the
Buyer (if the Buyer is the Defaulting Party) or the Company (if the Seller is
the Defaulting Party) pursuant to a tender offer for not less than 50% of the
outstanding shares of Common Stock; (3) a Third Party purchases from the Buyer
or the Shareholder or his estate (if the Buyer is the Defaulting Party) or the
Company (if the Seller is the Defaulting Party) more than 50% of the
outstanding Common Stock or assets of the Buyer (if the Buyer is the Defaulting
Party) or the Company (if the Seller is the Defaulting Party); or (4) a Third
Party acquires voting control of the Buyer (if the Buyer is the Defaulting
Party) or the Company (if the Seller is the Defaulting Party).

10.4 Expense Reimbursement. Upon the termination of this
Agreement by Seller or Infinity due to the representation and warranty of the
Buyer set forth in clause (a) of Section 2.8

26.

<PAGE> 144
of the Securities Purchase Agreement being materially incorrect at the Closing
as a result, directly or indirectly, of the matters described in Item 3 of the
1992 10-K, Buyer shall pay to Infinity the amount set forth in Section 10.3(a)
if not otherwise required to do so pursuant to the provisions of Section 10.3.

ARTICLE XI
GENERAL PROVISIONS

11.1 Expenses. Except as otherwise provided in Section
10.3, all expenses incurred pursuant to this Agreement, including without
limitation, legal fees and expenses, and the transactions contemplated hereby
shall be paid by the party incurring the expense.

11.2 Certain Filings and Consents. The Seller and the
Buyer will use their respective reasonable best efforts to comply with all
legal requirements which may be imposed on them with respect to the
transactions contemplated by this Agreement. The Seller and the Buyer will use
their respective best efforts to obtain (and to cooperate with any other party
in obtaining) any consent, authorization, order or approval of, or exemption
by, any regulatory authority, or third party, required to be obtained in
connection with the transactions contemplated by this Agreement.

11.3 Further Assurances. Each party hereto agrees to use
such party's reasonable best efforts to cause the conditions to such party's
obligations herein set forth to be satisfied at or prior to the Closing insofar
as such matters are within its control. Each of the parties agrees to execute
and deliver any and all further agreements, documents or instruments reasonably
necessary to effectuate this Agreement and the transactions referred to herein
or contemplated hereby or reasonably requested by the other party to perfect or
evidence its rights hereunder.

11.4 Notices. Any notices hereunder shall be deemed
sufficiently given by one party to another only if in writing and if and when
delivered or tendered by personal delivery, upon facsimile transmission, after
confirmation of receipt of such transmission, twenty-four (24) hours after the
prepaid deposit with Federal Express or other similar overnight courier, or as
of three business days after deposit in the United States mail in a sealed
envelope, registered or certified, with postage prepaid, addressed as follows:

27.

<PAGE> 145
If to the Buyer: Westwood One, Inc.
9540 Washington Boulevard
Culver City, California 90232
Attn: Mr. Norman J. Pattiz
Fax#: (310) 840-0834

With a copy to: Riordan & McKinzie
5743 Corsa Avenue, Suite 116
Westlake Village, California 91362
Attn: Lawrence C. Weeks, Esq.
Fax#: (818) 706-2956

If to Infinity, Infinity Broadcasting Corporation
the Seller or 600 Madison Avenue, 4th Floor
the Company: New York, New York 10022
Attn: Mr. Farid Suleman
Fax#: (212) 898-2959

With a copy to: Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attn: Richard D. Bohm, Esq.
Fax#: (212) 909-6836

With a copy to: Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza, 55th Floor
New York, New York 10005
Attn: G. Malcolm Holderness, Esq.
Fax#: (212) 530-5219

or to such other address or facsimile number as the party addressed shall have
previously designated by written notice to the serving party, given in
accordance with this Section 11.4. A notice not given as provided above shall,
if it is in writing, be deemed given if and when actually received by the party
to whom it is given.

11.5 Successors. This Agreement shall be binding upon and
shall inure to the benefit of each of the parties hereto and their successors
and assigns. The Buyer may not assign its rights and obligations under this
Agreement, by operation of law or otherwise, without the prior written consent
of the Seller and Infinity. This Agreement shall not inure to the benefit of
any persons or entities not a party hereto.

11.6 Entire Agreement. This Agreement, together with the
exhibits and schedules hereto (which are all incorporated herein by this
reference), constitutes the entire agreement among the parties pertaining to
the subject matter hereof and

28.

<PAGE> 146
supersedes all prior agreements and understandings of the parties in connection
herewith, including without limitation, that certain Letter of Intent dated
October 10, 1993 between Infinity and the Buyer; provided, however, that the
provisions of that certain letter agreement dated August 20, 1993 between the
Seller and the Buyer (regarding the confidentiality of information supplied by
the Seller to the Buyer) shall remain in full force and effect except to the
extent inconsistent herewith. There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those
expressly set forth herein and therein.

11.7 Amendment and Modification. Subject to applicable
law, this Agreement may be amended, modified and supplemented by written
agreement of the parties hereto, with respect to any of the terms contained
herein.

11.8 Waiver of Compliance. The failure by any party
hereto to comply with any obligation, covenant, agreement or condition
contained herein may be expressly waived in writing by the party or parties
hereto adversely affected by such failure, but such waiver or failure to insist
upon strict compliance shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.

11.9 Gender; Number; Use. Except where the context
otherwise requires, words used in the masculine gender include the feminine and
neuter; the singular number includes the plural, and the plural the singular;
the word "person" includes a corporation or other entity or association as well
as a natural person; and the words "and" and "or" are deemed to mean "and/or"
in all appropriate circumstances. As used in Article II of this Agreement, the
phrases "to the knowledge of Infinity," "to the Seller's or Infinity's
knowledge" and "to the knowledge of the Seller and Infinity" shall mean the
actual knowledge of Messrs. Mel Karmazin, Farid Suleman or Charles N. Persing
on the date hereof and on the Closing Date, without any duty of investigation
or due diligence by such persons whatsoever, and in no event shall knowledge as
used herein include the concept "should have known."

11.10 Severability. Any provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall be ineffective to the extent
of such invalidity or unenforceability without invalidating or rendering
unenforceable the remaining provisions hereof, and any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. If any provision is
held to be invalid or unenforceable, such provision shall be construed by the
appropriate judicial body by limiting or

29.

<PAGE> 147
reducing it to the minimum extent necessary to make it legally enforceable.

11.11 Governing Law. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of
Delaware.

11.12 Endorsement Authorization. Effective as of the Closing
Date, the Seller appoints the Buyer its attorney-in- fact to open all mail of
the Seller relating to the Business addressed to the locations of the
facilities of the Business. The Buyer will promptly send to the Seller all
mail not relating to the Business, except personal mail of any employee or
former employee of the Business.

11.13 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same instrument.

30.

<PAGE> 148
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.

UNISTAR COMMUNICATIONS GROUP, INC.

By:______________________________
Name:_________________________
Title:________________________

UNISTAR RADIO NETWORKS, INC.

By:______________________________
Name:_________________________
Title:________________________

INFINITY BROADCASTING CORPORATION

By:______________________________
Name:_________________________
Title:________________________

WESTWOOD ONE, INC.

By:______________________________
Name:_________________________
Title:________________________

31.

<PAGE> 149
EXHIBITS TO APPENDIX A-STOCK PURCHASE AGREEMENT

Exhibit A - Management Agreement

Exhibit B - Voting Agreement

Exhibit C - Registration Rights Agreement

-i-

<PAGE> 150

MANAGEMENT AGREEMENT

dated as of

___________, 1994

by and among

WESTWOOD ONE, INC.

and

INFINITY BROADCASTING CORPORATION

Exhibit A

<PAGE> 151
MANAGEMENT AGREEMENT

This MANAGEMENT AGREEMENT (this "Agreement"), dated as of
____________________, 1994, is entered into by and between Westwood One, Inc.,
a Delaware corporation ("Westwood One") and Infinity Broadcasting Corporation,
a Delaware corporation ("Manager").

R E C I T A L S :

A. Pursuant to a Stock Purchase Agreement (the "Stock
Purchase Agreement") dated as of November ___, 1993 among Westwood One, Unistar
Communications Group, Inc., a Delaware corporation (the "Parent"), and Manager,
Westwood One has, concurrent with the execution of this Agreement, purchased
all of the capital stock (the "Acquisition") of Unistar Radio Networks, Inc., a
Delaware corporation ("Unistar").

B. Pursuant to a Securities Purchase Agreement (the
"Securities Purchase Agreement") entered into concurrently herewith by and
between Westwood One and a wholly-owned subsidiary of Manager, such subsidiary
has purchased from Westwood One 5,000,000 shares of the Common Stock of
Westwood One and has received a warrant to purchase up to 3,000,000 additional
shares of Common Stock of Westwood One.

C. Manager is engaged in the business of owning and
operating radio stations and producing programming therefor, and it is a
condition to the closing of each of the Stock Purchase Agreement and Securities
Purchase Agreement that Manager provide management services to Westwood One and
its direct and indirect subsidiaries (collectively, the "Company"), upon the
terms herein provided.

D. Accordingly, Westwood One desires that Manager
provide such management services to the Company, and the Manager is willing to
perform such services.

A G R E E M E N T :

NOW THEREFORE, in consideration of the premises and the
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

A-1.

<PAGE> 152
ARTICLE I
MANAGEMENT SERVICES

Section 1.1 Management Services. Manager shall, during the
term of this Agreement, manage the business and operations of the Company by
providing the following services:

(a) Manager's Chief Executive Officer shall also
serve as Chief Executive Officer of the Company, provided that, so long as Mel
Karmazin serves as the chief executive officer of Manager or is otherwise
affiliated with Manager in an executive officer or other senior managerial
capacity (each a "Managerial Position"), Mr. Karmazin shall also serve as Chief
Executive Officer pursuant to the terms of this Agreement. In that capacity,
the Chief Executive Officer will have the authority and responsibility normally
attendant to such office and will, among other things, be responsible and
subject to the authority of the Board of Directors of Westwood One (the "Board
of Directors"), for all operations and functions of the Company,
recommendations for strategic direction and the general implementation of the
Company's business or operating plan;

(b) Manager's Chief Financial Officer, at any
given time, shall also serve as Chief Financial Officer of the Company. In
that capacity, such Chief Financial Officer will have the authority and
responsibility normally attendant to such office and will, among other things,
be responsible and subject to the authority of the Chief Executive Officer of
Westwood One and the Board of Directors;

(c) Mr. Karmazin and Mr. Farid Suleman, as
Manager's Chief Executive and Chief Financial Officers, respectively, have been
duly elected by the Board of Directors to hold such respective offices of
Westwood One; and

(d) Manager shall provide support and
administrative personnel required by the above-described officers.

Such management shall be performed by Manager (i) with such care as a prudent
manager would use in the conduct of his company's affairs and (ii) with a view
to maximizing the long-term value of the Company. The management to be
performed by Manager pursuant to this Section 1.1 is herein sometimes referred
to as the "Management Services". The Management Services shall not include the
exercise by the Company of its rights and obligations under this Agreement,
which rights and obligations shall be exercised and performed by, or as
directed by, the Board of Directors.

A-2.

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Section 1.2 Manager Employees. Manager will, in performing
the Management Services, make available and use the services of the officers
and employees described in Section 1.1 and such other officers and other
employees of Manager as may be necessary, together with officers and other
employees of the Company, to perform the Management Services. It is understood
and agreed that the personnel described in Section 1.1 and any such other
officers and other employees of Manager so made available and used will
continue to be employees of Manager and not of the Company and that Manager,
and not the Company, will be responsible for their salary, employee benefits
and related costs. The Company acknowledges and agrees that such officers and
other employees of Manager shall continue to perform services for Manager and
that they will devote only so much of their time to the business of the Company
as is necessary for Manager to perform the Management Services hereunder.

Section 1.3 Supervisory Role of Board of Directors. The
providing of Management Services by Manager hereunder shall always be subject
to the direction and supervision of the Board of Directors.

Section 1.4 Information.

(a) During the term of this Agreement, Manager
and the Company shall each, at the reasonable request of the other, supply the
other with the information requested in connection with the performance of the
Management Services.

(b) Manager shall notify the Board of Directors
as promptly as practicable after the occurrence of any of the following:

(i) receipt by Manager of any written notice
from any governmental agency of any claim or legal process or
notification reasonable opinion of Manager, is or is likely
to become material to the Company; or

(ii) any other development that, in the
reasonable opinion of Manager, materially affects or is
likely materially to affect the Company or the ability of
Manager to fulfill its obligations under this Agreement.

Section 1.5 Compliance with Applicable Law. Manager will
perform the Management Services in compliance in all material respects with
applicable law.

A-3.

<PAGE> 154
Section 1.6 Reimbursement for Expenses. The compensation to
be paid to Manager as provided in Article II does not include, and the Company
agrees to promptly reimburse Manager for, all out-of-pocket expenses incurred
by Manager in performing the Management Services, but not including (a) the
salaries, employee benefits and related costs of officers and other employees
of Manager made available and used as provided in Article I or (b) office and
other overhead expenses of Manager.

Section 1.7 Arm's Length Transactions Between the Company and
Manager. Notwithstanding any other provision of this Agreement, (a) all
transactions between the Company and Manager or any of its affiliates,
including without limitation any regarding use of programming, sales
commissions, compensation to radio stations or the employment or compensation
of talent, shall be on a basis that is at least as favorable to the Company as
if the Company were to obtain the products or services to which such
transactions relate from an independent third party and (b) all agreements
between Manager or any affiliate of Manager and the Company must be approved by
the Board of Directors.

Section 1.8 Indemnification.

(a) The Company agrees to indemnify and hold Manager
and its directors, officers, employees and agents (collectively, the
"Indemnified Parties") harmless from and against any and all actions, claims,
damages, and liabilities (and all actions in respect thereof and any legal or
other expenses in giving testimony or furnishing documents in response to a
subpoena or otherwise and whether or not a party thereto), whether or not
arising out of third party claims, including reasonable legal fees and expenses
in connection with, and other costs of, investigating, preparing or defending
any such action or claim or enforcing its rights under this Agreement, whether
or not in connection with litigation in which an Indemnified Party is a party,
and as and when incurred, caused by, relating to, based upon or arising out of
(directly or indirectly) such Indemnified Party's acceptance of or the
performance of its obligations under this Agreement or otherwise relating to
the Company or the Company's business, assets or properties; provided, however,
that such indemnity shall not apply to any such action, claim, damage,
liability or cost to the extent such action, claim, damage, liability or cost
has been finally adjudicated by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Indemnified
Parties (including any consultants, independent contractors or other third
parties engaged by them if, but only if, the Indemnified Parties were grossly
negligent in selecting such third parties) or a material breach of this
Agreement by Manager; provided further, however, neither (i) the taking of any

A-4.

<PAGE> 155
action by Manager directed by the Board of Directors to be taken by Manager nor
(ii) the failure of Manager to take action specifically recommended to the
Board of Directors by Manager that the Board of Directors directed Manager not
to take, shall, for purposes of the preceding provision or Section 1.9,
constitute gross negligence, willful misconduct or a material breach of this
Agreement by Manager.

(b) If any action, proceeding or investigation is
commenced for which an Indemnified Party proposes to demand such
indemnification, it will notify Westwood One with reasonable promptness;
provided, however, that any failure by an Indemnified Party to notify Westwood
One will not relieve the Company from its obligations hereunder, except to the
extent that such failure shall have prejudiced the defense of such action. The
Company shall promptly pay expenses reasonably and actually incurred by an
Indemnified Party (including the reasonable fees and expenses of counsel) in
investigating, defending or settling any action, proceeding or investigation in
which an Indemnified Party is a party or is threatened to be made a party or
otherwise involved therewith by reason of its relationship with the Company
hereunder or otherwise, in advance of the final disposition of such action,
proceeding, or investigation upon submission of invoices therefor. Manager, on
behalf of each Indemnified Party, hereby undertakes, and the Company hereby
accepts its undertaking, to repay any and all such amounts so advanced if it
shall ultimately be determined that such Indemnified Party is not entitled to
be indemnified therefor. If any such action, proceeding, or investigation in
which an Indemnified Party is a party is also against the Company, the
Indemnified Party may provide the Company with legal representation by the same
counsel who represents the Indemnified Party; provided, however, that if such
counsel or counsel to such Indemnified Party shall determine that due to the
existence of actual or potential conflicts of interest between such Indemnified
Party and any one or more of Westwood One or its subsidiaries, such counsel is
unable to represent both the Indemnified Party and one or more of Westwood One
or its subsidiaries, then the Company shall be entitled to use separate counsel
of its own choice, and shall bear full responsibility for all reasonable
expenses of such separate counsel. Nothing herein shall prevent the Company
from using separate counsel of its own choice at its own expense. The Company
shall only be liable for settlements of claims against any Indemnified Party
made with the Company's written consent, which consent shall not be
unreasonably withheld. The Indemnifying Party shall not, in defense of any
such claim involving an Indemnified Party, except with the prior written
consent of such Indemnified Party, consent to the entry of any judgment or
enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or

A-5.

<PAGE> 156
plaintiff in question to such Indemnified Party and any affiliates of such
Indemnified Party named in such claim of an unqualified release of all
liabilities in respect of such claims.

Section 1.9 Limitation on Manager's Liability.
Notwithstanding any provision to the contrary in this Agreement, Manager shall
have no liability to the Company hereunder for its failure to perform its
obligations under this Agreement except to the extent that any such failure has
been finally adjudicated by a court of competent jurisdiction to have resulted
from the gross negligence or wilful misconduct of, or a material breach of its
obligations under this Agreement by, Manager, subject to the last proviso of
Section 1.8(a).

Section 1.10 Directors and Officers Insurance;
Indemnification of Individual Officers. The Company shall provide the
individuals serving in the capacities specified in Section 1.1(a) and Section
1.1(b) with (a) the coverage available to the senior officers of the Company
under the Company's policies of directors and officers insurance, if any, (b)
indemnification agreements, if any, that are or have been provided by the
Company to its current or subsequent senior executive officers and (c) the
indemnification provided by the Company's by-laws and Certificate of
Incorporation available to the senior officers of the Company.

ARTICLE II
COMPENSATION TO MANAGER

Section 2.1 Base Management Fee.

(a) Westwood One shall pay to the Manager a base
management fee at the rate of $2,000,000 annually (subject to increase as
provided in paragraph (b) below), which shall be payable in advance in monthly
installments on the first business day of each month (prorated for any partial
month).

(b) The dollar amount of the base management fee
(and the installment payments thereof) set forth in paragraph (a) above shall
be increased, effective as of the first day of each fiscal year of the Company
commencing with the fiscal year beginning December 1, 1994, by a percentage
amount equal to the percentage increase in the Consumer Price Index All Urban
Consumers (Los Angeles-Anaheim-Riverside area; base 1982-1984=100) as published
by the United States Department of Labor, Bureau of Labor Statistics as of such
first day of each fiscal year compared to such index as in effect on the date
hereof. The base management fee, as adjusted from time to time, shall
hereinafter be referred to as the "Base Fee."

A-6.

<PAGE> 157
Section 2.2 Cash Incentive Bonus.

(a) Westwood One shall additionally pay to the
Manager, as a cash incentive bonus (the "Cash Bonus"), 10% of the amount, if
any, by which Westwood One's Operating Cash Flow (as hereinafter defined)
exceeds the following target amounts (the "Target Amounts," which are subject
to modification as provided in paragraph (b) below) for each fiscal year of
Westwood One ending in the applicable fiscal year indicated below:

<TABLE>
<CAPTION>
Fiscal Year Ending Target Amount for Bonus
------------------ -----------------------
<S> <C>
1994 $27,000,000
1995 $29,700,000
1996 $32,670,000
1997 $35,937,000
1998 $39,531,000
</TABLE>

In the case of the first fiscal year ending in 1994, the Cash Bonus shall not
be prorated to reflect the portion of such fiscal year during which this
Agreement has been in effect, but rather shall be paid in full, and all cost
savings realized in such fiscal year will be calculated on a pro forma basis to
give effect to such cost reductions for the entire fiscal year if, but only if,
Operating Cash Flow for the last six months of such fiscal year is at least
$13,500,000 (on an actual basis, without applying such pro forma adjustment).

(b) "Operating Cash Flow" shall mean the
consolidated net income of Westwood One before taxes and extraordinary gains or
losses, determined in accordance with generally accepted accounting principles
consistently applied, plus (i) depreciation, amortization, interest expense,
compensation paid or payable to the Manager pursuant to this Article II
(including any compensation expense recognized by reason of the provisions of
Section 2.3 hereof) and any expenses (except depreciation, amortization and
interest expense) incurred in connection with any business of Westwood One
other than its network radio business, less (ii) any revenues from businesses
other than Westwood One's consolidated network radio business (including but
not limited to any revenues from its Radio & Records business).

(c) If, after the date hereof, the Company either
acquires or disposes of any network radio business, the Target Amounts set
forth in paragraph (a) of this Section 2.2 shall be adjusted, upward (in the
case of an acquisition) or downward (in the case of a disposition), by mutual
agreement, to fairly reflect the increase or decrease in Operating Cash Flow
anticipated to result from such acquisition or disposition.

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Westwood One and the Manager agree to negotiate in good faith such adjustment.
Additionally, if Westwood One retains its Radio & Records business or acquires
any other non-radio network business, then Manager shall operate such retained
business and, in such event, Manager and the Board of Directors of Westwood One
shall determine what adjustments, if any, should be made to the Target Amounts
set forth in Section 2.2(a) to take into account any Operating Cash Flow
generated by such non-radio network businesses and modify the definition of
Operating Cash Flow set forth in Section 2.2(b), if necessary. In the event
the parties are unable to agree upon an adjustment, the adjustments shall be
determined by the Company's independent auditors. Each party agrees to
cooperate fully with such auditors in an attempt to resolve the adjustment.
The decision reached by such auditors shall be legally binding on the parties
and admissible in any legal proceedings.

(d) Each Cash Bonus shall be payable as promptly
as practicable after Westwood One's consolidated income statements, as approved
by the Board of Directors and certified by Westwood One's independent public
accountants, have been prepared with respect to each applicable fiscal year.

Section 2.3 Stock Incentive Option. As additional
compensation to the Manager hereunder, Westwood One has, concurrent with the
execution of this Agreement, executed and delivered to Infinity Network Inc., a
wholly-owned subsidiary of Manager ("Manager Sub"), a Stock Incentive Option,
in the form of Exhibit A hereto (the "Stock Incentive Option"), granting the
Manager or Manager Sub the right to purchase an aggregate of up to 1,500,000
shares of Westwood One's common stock, upon and subject to the terms and
conditions thereof.

ARTICLE III
TERM OF AGREEMENT; EARLY TERMINATION

Section 3.1 Term of Agreement. The term of this Agreement
commences on the date of this Agreement and will end on the fifth anniversary
of the date of this Agreement, unless terminated earlier pursuant to Section
3.2 or extended pursuant to Section 3.3.

Section 3.2 Early Termination.

(a) Westwood One may terminate the term of this
Agreement without cause at any time, by specifying a termination date in a
written notice of termination to Manager given by the Board of Directors on
behalf of Westwood One not later than 30 days prior to such date of
termination. Upon any termination of

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this Agreement by Westwood One under this Section 3.2(a), Manager shall be
entitled to the payment of the Base Fee, payable in the manner set forth in
Section 2.1, for the remaining term of this Agreement. Additionally, upon such
termination Manager's rights to the Cash Bonus with respect to the fiscal year
in which such termination occurs shall immediately be vested (but Manager shall
not be entitled to any cash bonus in any subsequent fiscal year) and Manager's
rights to purchase 3,000,000 shares of Westwood One's common stock under the
Purchase Warrant (as defined in the Securities Purchase Agreement) shall
immediately vest.

(b) Westwood One may terminate the term of this
Agreement (i) by a two-thirds vote of the Board of Directors of Westwood One,
if Manager shall have willfully committed a material act of fraud or gross
misconduct in performing its obligations hereunder, and such act first occurs
during the term of this Agreement and has a material adverse effect upon the
business of the Company, or (ii) if Manager shall have failed to provide the
services of Mel Karmazin as Chief Executive Officer of the Company hereunder
during any period in which Mr. Karmazin held a Managerial Position, which date
of termination shall be specified in a written notice of termination to Manager
given by the Board of Directors not later than ninety (90) days prior to such
date of termination, which notice specifies in reasonable detail the basis,
pursuant to this Section 3.2(b), for such termination.

(i) Manager shall (A) apply for or
consent to the appointment of, or the taking of possession by,
a receiver, custodian, trustee or liquidator of itself or of
all or a substantial part of its property, (B) make a general
assignment for the benefit of its creditors, (C) commence a
voluntary case under the Bankruptcy Code (as now or hereafter
in effect), (D) file a petition seeking to take advantage of
any other law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or readjustment of
debts, (E) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against
it in an involuntary case under the Bankruptcy Code, or (F)
take any corporate action for the purpose of effecting any of
the foregoing; or

(ii) a proceeding or case shall be commenced,
without the application or consent of Manager, in any court of
competent jurisdiction, seeking (A) its liquidation,
reorganization, dissolution or winding-up,

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or the composition or readjustment of its debts, (B) the
appointment of a trustee, receiver, custodian, liquidator or
the like of Manager or of all or any substantial part of its
assets, or (C) similar relief in-respect of Manager under any
law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts, and such
proceeding or case shall continue undismissed, or an order,
judgment or decree approving or ordering any of the foregoing
shall be entered and continue unstayed and in effect, for a
period of 60 or more days; or an order for relief against
Manager shall be entered in an involuntary case under the
Bankruptcy Code.

Section 3.3 Extension. The term of this Agreement may be
extended for a period of one year from the fifth anniversary of the date of
this Agreement with the approval of such extension by the Board of Directors
and the written agreement, prior to such fifth anniversary, of both parties
hereto, and may be similarly extended, with such approval and agreement, for
additional one-year periods following such initial one-year extension. The
parties shall, in connection with any such extension, mutually agree upon new
Target Amounts and rights to purchase additional shares of Westwood One's
Common Stock applicable to such extension period for purposes of Sections 2.2
and 2.3.

Section 3.4 Survival and Termination. The provisions of
Sections 1.6, 1.8, 1.9, 1.10, 3.2(a) and 4.1 (to the extent provided therein)
shall survive the termination of this Agreement pursuant to this Article III.
Upon any termination of this Agreement pursuant to Sections 3.2(b) or (c),
Westwood One shall have no further obligations to compensate Manager pursuant
to the terms of this Agreement.

ARTICLE IV
NONCOMPETITION; RIGHT OF FIRST REFUSAL

Section 4.1 Noncompetition, Etc.

(a) Except pursuant to this Agreement or as
otherwise approved by the Board of Directors, Manager will, and will cause its
direct and indirect majority-owned subsidiaries ("Manager Subsidiaries") and
its and their officers to, refrain from, either alone or in conjunction with
any other person, or directly or indirectly through its or their present or
future affiliates:

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(i) during the term of this Agreement,
managing, purchasing, establishing, participating in, or
having a substantial ownership interest in (other than through
the ownership of five percent (5%) or less of any class of
securities registered under the Securities Exchange Act of
1934, as amended), or otherwise lending assistance (financial
or otherwise) to, a radio network company (which, for purposes
of this Agreement, shall mean Capital Cities/ABC, Inc. and CBS
Radio Networks or their successors or any other
compensation-based radio network that is RADAR-rated) (a
"Radio Network Company"), or entering into, or obtaining
rights under, any agreement providing for an option to do any
of the foregoing, provided, however, that if this Agreement is
terminated by Westwood One pursuant to Section 3.2(b), this
clause (i) shall be applicable for a period of two (2) years
after such termination of this Agreement so long as Westwood
One continues to pay Manager the Base Fee for such period
after termination;

(ii) during the term of this Agreement
and for a period of two years thereafter, disclosing (unless
compelled by judicial or administrative process) or using any
confidential or secret information relating to the Company or
any of its clients, customers or suppliers, except, during the
term of this Agreement, as Manager reasonably determines to be
necessary in connection with the performance of Manager's
obligations under this Agreement and in the best interest of
the Company; or

(iii) during the term of this Agreement,
causing or attempting to cause (A) any client, customer or
supplier of the Company to terminate or materially reduce its
business with the Company or (B) any officer, employee or
consultant of the Company or any Subsidiary to resign or sever
a relationship with the Company; provided, however, that if
this Agreement is terminated by Westwood One pursuant to
Section 3.2(b), this clause (iii) shall be applicable for a
period of two (2) years after such termination so long as
Westwood One continues to pay Manager the Base Fee for such
period after termination.

(b) The parties hereto recognize that the laws
and public policies of the various states of the United States may differ as to
the validity and enforceability of covenants similar to those set forth in this
Section 4.1. It is the intention of the parties that the provisions of this
Section 4.1

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be enforced to the fullest extent permissible under the laws and policies of
each jurisdiction in which enforcement may be sought, and that the
unenforceability (or the modification to conform to such laws or policies) of
any provisions of this Section 4.1 shall not render unenforceable, or impair,
the remainder of the provisions of this Section 4.1. Accordingly, if any
provision of this Section 4.1 shall be determined to be invalid or
unenforceable, such invalidity or unenforceability shall be deemed to apply
only with respect to the operation of such provision in the particular
jurisdiction in which such determination is made and not with respect to any
other provision or jurisdiction.

(c) The parties hereto acknowledge and agree that
any remedy at law for any breach of the provisions of this Section 4.1 may be
inadequate, and Manager hereby consents to the granting by any court of an
injunction or other equitable relief, without the necessity of actual monetary
loss being proved, in order that the breach or threatened breach of such
provisions may be effectively restrained.

Section 4.2 Right of Refusal as to Certain Programming.
Manager agrees that, unless Manager is contractually prohibited from doing so,
before it or any of its subsidiary entities (each a "Manager Subsidiary")
offers, sells or otherwise makes available, in each case, for barter, to any
Radar-rated radio network any radio programming for sale to any national
advertiser in exchange for air time (collectively, "Programs for Barter"),
Manager shall, subject to Section 4.3, first offer (by written notice to the
Board of Directors, which notice shall describe the nature of such Programs for
Barter and the terms and conditions on which Manager or such Manager Subsidiary
intends so to offer, sell or otherwise make available such Programs for Barter,
in reasonable detail) such Programs for Barter to the Company on the same terms
and conditions (adjusted to reflect the fact that the Company would become the
prospective buyer of such Programs for Barter) as Manager or such Manager
Subsidiary intends so to offer, sell or otherwise make available such Programs
for Barter, provided, however, this sentence shall not apply to the offering,
selling or otherwise making available by Manager or an Manager Subsidiary of
the services of either Howard Stern or the "Greaseman" and related programming
and products to a third party. If the Board of Directors, acting on behalf of
the Company, fails to accept such offer by written notice to Manager within ten
(10) business days after notice is given by Manager, Manager or such Manager
Subsidiary, as the case may be, may, for a period of one hundred eighty (180)
days thereafter, offer, sell or otherwise make available such Programs for
Barter to one or more third parties on terms and conditions no more favorable
to the third party than those specified in such

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notice to the Board of Directors, but not otherwise, provided, however, the
rights of the Company and the obligations of Manager under this Section 4.2
shall terminate upon the end of the term of this Agreement as to any offer made
to the Company pursuant to this Section 4.2 that is not so accepted by the
Board of Directors, acting on behalf of the Company, prior to the end of the
term of this Agreement. If the Board of Directors, acting on behalf of the
Company, accepts such offer during the term of this Agreement, Manager, acting
on its own behalf and, pursuant to Article I hereof, on behalf of the Company
will cause the transaction to be consummated, subject to the approval of any
agreements in respect thereof by the Board of Directors.

Section 4.3 Existing Contracts Excluded. Notwithstanding the
provisions of Section 4.1 or 4.2, Manager and each Manager Subsidiary may honor
any contracts that any of them has entered into prior to the date hereof
regarding programming or other services with other companies in the radio
broadcast industry and any renewals or extensions thereof on commercially
reasonable terms.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of Each Party.
Each of the parties hereto represents and warrants to the other that, as of the
date hereof:

(a) it is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which it is formed and has
all requisite corporate authority to own its property and assets and to conduct
its business as presently conducted or proposed to be conducted under this
Agreement;

(b) it has the corporate power and authority to
execute, deliver and perform its obligations under this Agreement;

(c) all necessary action has been taken to
authorize its execution, delivery and performance of this Agreement and this
Agreement constitutes its legal, valid and binding obligation enforceable
against it in accordance with its respective terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, moratorium and other
similar laws affecting the rights of creditors generally and by general
principles of equity;

(d) neither its execution and delivery of this
Agreement nor the performance of its obligations hereunder will:

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<PAGE> 164

(i) conflict with, violate or result in
a breach of any constitution, law, judgment, regulation or
order of any governmental authority applicable to it; or

(ii) conflict with, violate or result in
a breach of or constitute a default under or result in the
imposition or creation of any mortgage, pledge, lien, security
interest or other encumbrance under any term or condition of
any mortgage, indenture, loan agreement or other agreement to
which it is a party or by which its properties or assets are
bound;

(e) no approval, authorization, order or consent
of, or declaration, registration or filing with any governmental authority or
third party is required for its valid execution, delivery and performance of
this Agreement, except such as have been duly obtained or made; and

(f) there is no action, suit or proceeding, at
law or in equity, by or before any court, tribunal or governmental authority or
third party pending, or, to its knowledge, threatened, which, if adversely
determined, would materially and adversely affect its ability to perform its
obligations hereunder or the validity or enforceability of this Agreement.

ARTICLE VI
MISCELLANEOUS

Section 6.1 Notices. All notices, requests and other
communications hereunder must be in writing and will be deemed to have been
duly given only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following addresses or
facsimile numbers:

If to Westwood One, to: Westwood One, Inc.
9540 Washington Boulevard
Culver City, California 90232
Attention: Mr. Norman J. Pattiz
Fax No.: (310) 840-0834

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<PAGE> 165
With a copy to: Riordan & McKinzie
5743 Corsa Avenue, Suite 116
Westlake Village, California 91362
Attention: Lawrence C. Weeks, Esq.
Fax No.: (818) 706-2956

If to Manager, to: Infinity Broadcasting Corporation
600 Madison Avenue, 4th Floor
New York, New York 10022
Attention: Mr. Farid Suleman
Fax No.: (212) 898-2959

With a copy to: Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Richard D. Bohm, Esq.
Fax No.: (212) 909-6836

All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number
as provided in this Section, be deemed given upon confirmation of transmission,
and (iii) if delivered by mail in the manner described above to the address as
provided in this Section, be deemed given upon receipt (in each case regardless
of whether such notice, request or other communication is received by any other
person to whom a copy of such notice, request or other communication is to be
delivered pursuant to this Section). Any party from time to time may change its
address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other parties hereto.

Section 6.2 Entire Agreement. This Agreement, the Stock
Purchase Agreement, the Securities Purchase Agreement, the Purchase Warrant (as
defined in the Securities Purchase Agreement), the Registration Rights
Agreement (as defined in the Securities Purchase Agreement), the Stock
Incentive Option, and the Voting Agreement (as defined in the Securities
Purchase Agreement) supersede all prior discussions and agreements between the
parties with respect to the subject matter hereof and contain the sole and
entire agreement between the parties hereto with respect to the subject matter
hereof.

Section 6.3 Waiver. Any term or condition of this Agreement
may be waived at any time by the party that is entitled to the benefit thereof,
but no such waiver shall be effective unless set forth in a written instrument
duly executed by or on behalf of the party waiving such term or condition. No
waiver by

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<PAGE> 166
any party of any term or condition of this Agreement, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any
other term or condition of this Agreement on any future occasion. All
remedies, either under this Agreement or by law or otherwise afforded, will be
cumulative and not alternative.

Section 6.4 Amendment. This Agreement may be amended,
supplemented or modified only by a written instrument duly executed by or on
behalf of each party hereto.

Section 6.5 No Third Party Beneficiary. The terms and
provisions of this Agreement are intended solely for the benefit of each party
hereto and their respective successors or permitted assigns, and it is not the
intention of the parties to confer third-party beneficiary rights upon any
other person.

Section 6.6 No Assignment; Binding Effect. Neither this
Agreement nor any right, interest or obligation hereunder may be assigned by
either party hereto without the prior written consent of the other party hereto
and any attempt to do so will be void, except for assignments and transfers by
operation of law. Subject to the preceding sentence, this Agreement is binding
upon, inures to the benefit of and is enforceable by, the parties and their
respective successors and assigns.

Section 6.7 Headings. The headings used in this Agreement
have been inserted for convenience of reference only and do not define or limit
the provisions hereof.

Section 6.8 Invalid Provisions. If any provision of this
Agreement, other than Section 4.1(a), which shall be subject to the provisions
of Sections 4.1(b) and (c), 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 may be possible.

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Section 6.9 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware.

Section 6.10 Counterparts. This Agreement may be executed in
any number of counterparts, each of which will be deemed an original, but all
of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by its duly authorized officer on the
date of this Agreement.

WESTWOOD ONE, INC.

By: _______________________________
Name: _________________________
Title: ________________________

INFINITY BROADCASTING CORPORATION

By: _______________________________
Name: _________________________
Title: ________________________

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<PAGE> 168
EXHIBIT "A" TO MANAGEMENT AGREEMENT

Warrant to Purchase 500,000 Shares
of Common Stock at $3.00 per share

INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE

WESTWOOD ONE, INC.

THE SECURITIES EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
ANY STATE SECURITIES LAWS. SUCH SECURITIES ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE HOLDER
HEREOF AND THE ISSUER, A COPY OF WHICH IS AVAILABLE AT THE ISSUER'S
PRINCIPAL OFFICES, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.

WESTWOOD ONE, INC., a Delaware corporation (the "Company"),
certifies that, for value received, Infinity Network Inc., a Delaware
corporation, or a designated affiliated entity (collectively, the "Holder"), is
entitled to purchase, until the close of business on the Termination Date (as
defined in the next sentence), Five Hundred Thousand (500,000) shares of Common
Stock, par value $0.01 per share, of the Company, at a price of $3.00 per
share; subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. "Termination Date" shall mean the later of
_____________, 2004 or the third anniversary of the date upon which this
Warrant has become exercisable; provided, however, that the Termination Date
shall in no event be later than _____________, 2009.

1. Exercisability of Warrant. This Warrant shall become
exercisable only if the Market Price (as defined below) per share of Common
Stock, par value $0.01 per share, of the Company is at least $10.00 on at least
twenty (20) out of thirty (30) consecutive days during which the national
securities exchanges are open for trading.

2. Method of Exercise; Payment; Issuance of New Warrant.

(a) This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, properly
endorsed, at the principal office of the Company in

<PAGE> 169
California, Attention: Secretary, and by (i) the payment to the Company of the
then applicable Warrant Price of the Common Stock being purchased ("Warrant
Price" shall mean the price specified in the first paragraph of this Warrant
and such other prices as shall result from the adjustments specified in Section
5 hereof); and (ii) delivery to the Company of the form of subscription at the
end hereof (or a reasonable facsimile thereof).

(b) Each exercise of this Warrant shall be deemed
to have been effected immediately prior to the close of business on the
business day on which this Warrant shall have been surrendered to the Company
as provided in this Section 2, and at such time the person or persons in whose
name or names any certificate or certificates for shares of Common Stock shall
be issuable upon such exercise shall be deemed to have become the holder or
holders of record thereof.

(c) In the event of any exercise of the rights
represented by this Warrant, certificates for the shares of Common Stock so
purchased shall be delivered at the Company's expense (including the payment by
the Company of any applicable issuance taxes) to the holder hereof within five
(5) business days after the rights represented by this Warrant shall have been
so exercised, and unless this Warrant has expired, a new Warrant of like tenor
representing the number of shares of Common Stock, if any, with respect to
which this Warrant shall not then have been exercised, shall also be issued to
the holder hereof within such time.

3. Stock Fully Paid; Reservation of Shares. The Company
covenants and agrees that all shares which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable and free from all liens. The
Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized, and reserved for the purpose of the issue upon exercise
of the purchase rights evidenced by this Warrant, at least the maximum number
of shares of its Common Stock as are issuable upon the exercise of the rights
represented by this Warrant.

4. Fractional Shares. No fractional shares of Common
Stock will be issued in connection with any exercise hereunder but in lieu of
such fractional shares, the Company shall make a cash payment therefor upon the
basis of the Current Market Value (as defined below) of the Common Stock.

5. Number of Shares Receivable Upon Exercise. The
number of shares of Common Stock receivable upon the exercise of this Warrant
is subject to adjustment upon the happening of

<PAGE> 170
certain events specified in this Section 5. For the purposes of this Section
5, the "Warrant Price" referred to herein shall initially be $3.00 and shall be
adjusted and readjusted from time to time as provided in this Section 5. The
holder of this Warrant shall, upon exercise hereof as provided in Section 2, be
entitled to receive the number of shares of Common Stock determined by
multiplying the number of shares of Common Stock which would otherwise (but for
the provisions of this Section 5) be issuable upon such exercise by a fraction
of which (A) the numerator is $3.00 and (B) the denominator is the Warrant
Price in effect at the time of such exercise. The price to be paid for each
such share of Common Stock by the holder shall be the Warrant Price as adjusted
pursuant to this Section 5, provided that the price paid by the holder for any
shares of Common Stock upon exercise of this Warrant shall never be less than
$0.01 per share. The Warrant Price shall be subject to adjustment as follows:

(a) Stock Dividends, Stock Splits, Etc. If the
Company at any time or from time to time after the date hereof shall issue
additional shares of Common Stock as a result of the declaration or payment of
a dividend on the Common Stock payable in Common Stock, or as a distribution to
holders of Common Stock, or as a result of a subdivision of the outstanding
shares of Common Stock into a greater number of shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock), then, and in each such case, the Warrant Price then in effect shall be
reduced, concurrently with the issuance of such shares, to a price (calculated
to the nearest cent) determined by multiplying such Warrant Price by a fraction
(i) the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance of additional shares of Common
Stock, and (ii) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such issuance, provided that, for
purposes of this Section 5(a), (x) additional shares of Common Stock shall be
deemed to have been issued (A) in the case of any such dividend or
distribution, immediately after the close of business on the record date for
the determination of holders of any class of securities entitled to receive
such dividend or distribution or (B) in the case of any such subdivision, at
the close of business on the date immediately prior to the day upon which such
corporate action becomes effective, (y) immediately after any additional shares
of Common Stock are deemed to have been issued, such additional shares of
Common Stock shall be deemed to be outstanding, and (z) treasury shares shall
be deemed not to be outstanding.

(b) Extraordinary Dividends and Distributions.
If the Company shall distribute to all holders of its outstanding Common Stock
evidences of indebtedness of the Company, cash

<PAGE> 171
(other than a cash distribution made as a dividend payable or to be payable at
regularly scheduled intervals and payable out of earnings or earned surplus
legally available for the payment of dividends under the laws of the State of
Delaware, but only to the extent that the aggregate of all such dividends paid
or declared after the date hereof does not exceed the consolidated net income
of the Company earned subsequent to the date hereof, as determined in
accordance with generally accepted accounting principles, consistently applied)
or assets or securities other than its Common Stock (including stock of a
subsidiary or securities convertible into or exercisable for such stock but
excluding dividends or distributions referred to in Section 5(a) above) (any
such evidences of indebtedness, cash, assets or securities, the "assets or
securities"), then, in each case, the Warrant Price shall be adjusted by
subtracting from the Warrant Price then in effect the value of the assets or
securities that the holder would have been entitled to receive as a result of
such distribution had the Warrant been exercised and the relevant shares of
Common Stock issued in the name of the holder immediately prior to the record
date for such distribution; provided that if, after giving effect to such
adjustment, the Warrant Price would be less than the then par value of the
Common Stock, the Company shall distribute such assets or securities to the
holder as if the holder had exercised the Warrant and the shares of Common
Stock had been issued in the name of the holder immediately prior to the record
date for such distribution. Any adjustment required by this Section 5(b) shall
be made whenever any such distribution is made, and shall become effective on
the date of distribution retroactive to the record date for the determination
of stockholders entitled to receive such distribution.

(c) Combinations, Etc. If the Company at any
time or from time to time after the date hereof shall combine or consolidate
the outstanding shares of Common Stock, by reclassification or otherwise, into
a lesser number of shares of Common Stock, then, and in each such case, the
Warrant Price then in effect shall be increased, concurrently with the
effectiveness of such combination or consolidation, to a price (calculated to
the nearest one cent) determined by multiplying such Warrant Price by a
fraction (i) the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to the effectiveness of such combination or
consolidation and (ii) the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such effectiveness.

<PAGE> 172
(i) the date on which the Company enters into a firm contract for the issuance
and sale of such Additional Shares (unless such contract specifies that the
price will be determined at a later date, then such later date shall apply to
this clause (i)) or (ii) the date of actual issuance or sale of such Additional
Shares, then, in each such case, the Warrant Price in effect immediately prior
to such date shall be reduced, concurrently with such issuance or sale, to a
price (calculated to the nearest one cent) determined by multiplying such
Warrant Price by a fraction (x) the numerator of which shall be the sum of (A)
the number of shares of Common Stock outstanding immediately prior to such
issue or sale, plus (B) the number of shares of Common Stock which the
aggregate consideration received by the Company for the total number of such
Additional Shares so issued or sold would purchase at such Current Market
Value, and (xi) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such issue or sale, provided that
(a) treasury shares shall not be deemed to be outstanding for purposes of this
Section 5(d) and (b) the shares of Common Stock then issuable (i) pursuant to
the terms of this Warrant and the Incentive Stock Option (as defined in the
Management Agreement) and (ii) on conversion of the Company's 9% Convertible
Senior Subordinated Debentures due 2002 issued pursuant to that certain
Indenture dated as of December 15, 1990 (the "9% Convertible Debt") shall be
deemed to be outstanding immediately prior to and after such issue or sale.
Notwithstanding anything contained herein to the contrary, no adjustment to the
Warrant Price shall be made pursuant to this Section 5(d) following the
issuance of Additional Shares pursuant to (xx) Section 5(a) hereof, (xxi) the
exercise of any options or issuance of any shares under any options or purchase
or other rights that are outstanding on or prior to the date hereof and that
were issued pursuant to any of the Company's employee stock option,
appreciation or purchase right plans, (xxii) the exercise of any options or
purchase or other rights or the issuance of any shares under any options or
rights that are granted after the date hereof, whether in accordance with the
terms of any of the Company's employee stock option, appreciation or purchase
right plans or otherwise, so long as the exercise price of any such option,
warrant, subscription or purchase right is not less than the Market Price on
the date that such grant is approved by the Company's Board of Directors or a
duly authorized committee thereof or, if later, the date that such exercise
price is established, (xxiii) the exercise of any other options, warrants or
other subscription or purchase rights outstanding on or prior to the date
hereof, including without limitation, this Warrant and the Stock Incentive
Option, (xxiv) the exercise of any conversion or exchange rights outstanding on
or prior to the date hereof issued by the Company, including without
limitation, any such conversion rights relating to the 9% Convertible Debt,
(xxv) the exercise of any conversion or exchange rights issued by the Company
after the

<PAGE> 173
date hereof, so long as the conversion or exchange price is not less than the
Market Price on the date that such issuance is approved by the Board of
Directors or a duly authorized committee thereof or, if later, the date that
such conversion or exchange price is established or (xxvi) the issuance or sale
of Additional Shares pursuant to a firmly underwritten public offering of such
shares.

(e) Accountants' Report as to Adjustments. In
each case of any adjustment or readjustment in the Warrant Price, the Company
at its expense will promptly compute such adjustment or readjustment in
accordance with the terms hereof and, upon the reasonable request of the
Holder, cause independent public accountants of recognized national standing
selected by the Company (which may be the regular auditors of the Company) to
verify such computation and prepare a report setting forth such adjustment or
readjustment and showing in reasonable detail the method of calculation thereof
and the facts upon which such adjustment or readjustment is based, including a
statement of (i) the number of shares of Common Stock outstanding or deemed to
be outstanding and (ii) the Warrant Price in effect immediately prior to such
adjustment or readjustment and as adjusted and readjusted (if required by
Section 5) on account thereof. The Company will forthwith mail a copy of each
such report to the holder of this Warrant. The Company will also keep copies
of all such reports at its principal office, and will cause the same to be
available for inspection at such office during normal business hours by any
holder of this Warrant or any prospective purchaser of a Warrant designated in
writing by the holder thereof.

(f) No Dilution or Impairment. The Company will
not, by amendment of its certificate of incorporation or through any
consolidation, merger, reorganization, transfer of assets, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms hereof, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of
all such action as may be necessary or appropriate in order to protect the
rights of the holder of this Warrant against dilution as provided herein.
Without limiting the generality of the foregoing, the Company (i) will not
permit the par value of any shares of Common Stock receivable upon the exercise
of any Warrant to be increased to an amount that exceeds the amount payable
therefor upon such exercise, (ii) will take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares upon the exercise of this Warrant from time to
time and (iii) will not take any action which results in any adjustment of the
Warrant Price if the total number of shares of Common Stock issuable after such
action upon the exercise of this Warrant would exceed the total number of
shares of Common Stock

<PAGE> 174
then authorized by the Company's certificate of incorporation and available for
the purpose of issue upon such exercise.

(g) Exercise of Warrant in the Event of a
Consolidation, Merger, Sale of Assets, Reorganization, Etc.

(i) In case at any time the Company
shall be a party to any Transaction pursuant to which the
aggregate value of the cash, securities and other consideration
payable for a share of Common Stock is at least $10.00, then
(A) upon the consummation thereof this Warrant shall become
exercisable with respect to all shares of Common Stock covered
hereby (whether or not it has otherwise become exercisable with
respect to such shares pursuant to Section 1) and shall be
deemed to have been exercised by the holder hereof without any
act on the part of such holder and without any obligation on
the part of such holder to pay the exercise price until
presentation of this Warrant pursuant to clause (B) below, and
(B) this Warrant shall represent the right of such holder to
receive (upon presentation of this Warrant on or within thirty
(30) days after the date of such consummation together with
payment of the aggregate exercise price payable at the time of
such consummation in accordance with Section 2 for all shares
of Common Stock issuable upon such exercise immediately prior
to such consummation), in lieu of the Common Stock issuable
upon exercise of this Warrant prior to such consummation, the
cash, securities and other property to which such holder
would have been entitled upon the consummation of the
Transaction if such holder had exercised this Warrant
immediately prior thereto.

(ii) The Company will not effect any
Transaction unless, prior to the consummation thereof, each
corporation or entity (other than the Company) which may be
required to deliver any cash, securities or other property upon
the exercise of this Warrant as provided herein shall assume,
by written instrument delivered to the holder of this Warrant,
the obligation to deliver to such holder such cash, securities or
other property as, in accordance with the foregoing provision,
such holder may be entitled to receive.

(iii) In case the Company shall be a party
to any Transaction pursuant to which the aggregate value of the
cash, securities and other consideration payable for a share of
Common Stock is less than $10.00, this Warrant shall terminate
upon the consummation thereof.

(h) Notices of Corporate Action. In the event
of any anticipated

(i) taking by the Company of a record of the
holders of any class of securities for the purpose of

<PAGE> 175
determining the holders thereof who are entitled to receive
any dividend or other distribution on such securities, or

(ii) Transaction, or

(iii) voluntary or involuntary dissolution,
liquidation or winding-up of the Company,

the Company will mail to the holder of this Warrant a notice specifying (A) the
date or expected date on which any such record is to be taken for the purpose
of such dividend or distribution or (B) the date or expected date on which any
such Transaction, dissolution, liquidation or winding-up is to take place and
the time, if any such time is to be fixed, as of which the holders of record of
Common Stock shall be entitled to exchange their shares of Common Stock for the
securities or other property deliverable upon such Transaction, dissolution,
liquidation or winding-up. Such notice shall be mailed at least twenty (20)
days prior to the date therein specified, in the case of any date referred to
in the foregoing clause (A), and at least thirty (30) days prior to the date
therein specified, in the case of the date referred to in the foregoing clause
(B).

6. Definitions. As used herein, the following terms
have the following respective meanings:

Common Stock: The Company's (a) Common Stock, par value $0.01
per share, and (b) Class B Stock, par value $0.01 per share.

Current Market Value: The average of the daily Market Price
per share of Common Stock for the period of five (5) days, ending on the day
immediately prior to the date determined pursuant to Section 5(d)(i) or (ii),
during which the national securities exchanges were opened for trading,
provided that if an exercise of this Warrant occurs as a result of or in
connection with the consummation of a Transaction, Current Market Value shall
be the aggregate value of the cash, securities and other consideration payable
for a share of Common Stock in connection with such Transaction.

Market Price: Per share of Common Stock on any date specified
herein shall be (a) the last sale price, regular way, on such date or, if no
such sale takes place on such date, the average of the closing bid and asked
prices on such date, in each case as officially reported on the principal
national securities exchange on which the Common Stock is then listed or
admitted to trading, or (b) if such Common Stock is not then listed or admitted
to trading on any national securities exchange, but is designated as a national
market system security by the National

<PAGE> 176
Association of Securities Dealers, the last trading price of the Common Stock
on such date, or (c) if there shall have been no trading on such date or if the
Common Stock is not so designated, the average of the reported closing bid and
asked prices on such date as shown by the National Association of Securities
Dealers Automated Quotation System.

Registration Rights Agreement: The Registration Rights
Agreement, dated the date hereof, between the Company and the original holder
hereof.

Transaction: A merger, consolidation, sale of all or
substantially all of the Company's assets, recapitalization of the Common Stock
or other similar transaction, in each case if the previously outstanding Common
Stock is acquired for cash or changed into or exchanged for different
securities of the Company or changed into or exchanged for common stock or
other securities of another corporation or interests in a non-corporate entity
or other property (including cash) or any combination of any of the foregoing.

Warrant Price: The meaning specified in Section 5.

7. Amendments and Waivers. Any term of this Warrant may
be amended or modified or the observance of any term of this Warrant may be
waived (either generally or in a particular instance) only with the written
consent of the Company and the holder of this Warrant.

8. Assignment. The provisions of this Warrant shall be
binding upon and inure to the benefit of the original holder hereof, its
successors and assigns by way of merger, consolidation or operation of law, and
each third party transferee of this Warrant, provided that, this Warrant may
only be transferred in accordance with the terms of the Registration Rights
Agreement and, in the case of any third party transferee, such transferee shall
have delivered to the Company a valid agreement of assumption of the
restriction on transfer specified in this Section 8.

9. Exchange of Warrant. Upon surrender for exchange of
this Warrant, properly endorsed, for registration of Transfer or for exchange
at the principal office of the Company, the Company at its expense will issue
and deliver to or upon the order of the holder hereof a new Warrant or Warrants
of like tenor, in the name of such holder or as such holder (upon payment by
such holder of any applicable transfer taxes) may direct, calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face of this Warrant, provided that any such transfer of this
Warrant is made in accordance with the Registration Rights Agreement.

<PAGE> 177

10. Replacement of Warrant. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction of any Warrant, upon delivery of an indemnity bond in such
reasonable amount as the Company may determine (or, in the case of any Warrant
held by the original holder hereof or any affiliate thereof or an institutional
holder or any of their respective nominees, of an affidavit of an authorized
officer of such holder, setting forth the fact of such loss, theft or
destruction, which shall be satisfactory evidence thereof and no further
indemnity shall be required as a condition of the execution and delivery of a
new Warrant), or, in the case of any such mutilation, upon the surrender of
such Warrant for cancellation to the Company at its principal office, the
Company at its expense will execute and deliver, in lieu thereof, a new
Warrant, of like tenor. Any Warrant in lieu of which any such new Warrant has
been so executed and delivered by the Company shall not be deemed to be an
outstanding Warrant for any purpose.

11. Remedies. The Company stipulates that the remedies
at law of the holder of this Warrant in the event of any default by the Company
in the performance of or in compliance with any of the terms of this Warrant
are not and will not be adequate, and that such terms may be specifically
enforced by a decree for the specific performance of any agreement contained
herein or by an injunction against a violation of any of the terms hereof or
otherwise without the requirement of the posting of a bond.

12. No Rights or Liabilities as Stockholder. Nothing
contained in this Warrant shall be construed as conferring upon the holder
hereof any rights as a stockholder of the Company (except to the extent that
shares of Common Stock are issued to such holder pursuant to this Warrant) or
as imposing any liabilities on such holder to purchase any securities or as a
stockholder of the Company, whether such liabilities are asserted by the
Company or by creditors or stockholders of the Company or otherwise.

13. Notices. All notices and other communications under
this Warrant shall be in writing and shall be mailed by registered or certified
mail, return receipt requested, or by facsimile transmission, addressed (a) if
to the holder, at the registered address or the facsimile number of such holder
as set forth in the register kept at the principal office of the Company, and
(b) if to the Company, to the attention of the Secretary at its principal
office, or to its facsimile number, Attention: Secretary, provided that the
exercise of any Warrant shall be effected in the manner provided in Section 2.

10.

<PAGE> 178
14. Legends. The shares of Common Stock issuable
pursuant to the terms of this Warrant shall contain the legends set forth in
Section 6.2 of that certain Securities Purchase Agreement dated as of November
4, 1993 by and between the Company and Holder.

15. Miscellaneous. THIS WARRANT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
The headings in this Warrant are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.

DATED as of ____________________, 1994.

WESTWOOD ONE, INC.

By: ______________________________
Name: ________________________
Title: _______________________

11.

<PAGE> 179
FORM OF SUBSCRIPTION

[To be signed only upon exercise of the Warrant]

TO WESTWOOD ONE, INC.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, _________* shares of Common Stock of WESTWOOD
ONE, INC. and herewith makes payment of $______ therefor, and requests that the
certificates for such shares be issued in the name of, and delivered to,
________________________________, whose address is ___________________________
________________________________________________________________.

Dated: _________________

___________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)

___________________________________
(Address)

____________________

* Insert here the number of shares called for on the face of the Warrant (or,
in the case of a partial exercise, the portion thereof as to which the
Warrant is being exercise), in either case without making any adjustment
for additional shares of the Common Stock or any other stock or other
securities or property or cash which, pursuant to the adjustment provisions
referred to in the Warrant, may be deliverable upon exercise. In the case
of a partial exercise, a new Warrant or Warrants will be issued and
delivered, representing the unexercised portion of such Warrant, all as
provided in the Warrant.

12.

<PAGE> 180
FORM OF ASSIGNMENT

[To be signed only upon transfer of the Warrant]

For value received, the undersigned hereby sells, assigns and
transfers unto _____________________________________ the rights represented by
the within Warrant to purchase _______ shares of Common Stock of WESTWOOD ONE,
INC. to which the within Warrant relates, and appoints _______________________
__________________________________ Attorney to transfer such rights on the
books of WESTWOOD ONE, INC. with full power of substitution in the premises.

Dated: _________________

___________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)

___________________________________
(Address)

Signed in the presence of:

___________________________________

13.

<PAGE> 181
Warrant to Purchase 500,000 Shares
of Common Stock at $4.00 per share

INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE

WESTWOOD ONE, INC.

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

WESTWOOD ONE, INC., a Delaware corporation (the "Company"),
certifies that, for value received, Infinity Network Inc., a Delaware
corporation, or a designated affiliated entity (collectively, the "Holder"), is
entitled to purchase, until the close of business on the Termination Date (as
defined in the next sentence), Five Hundred Thousand (500,000) shares of Common
Stock, par value $0.01 per share, of the Company, at a price of $4.00 per
share; subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. "Termination Date" shall mean the later of
_____________, 2004 or the third anniversary of the date upon which this
Warrant has become exercisable; provided, however, that the Termination Date
shall in no event be later than _____________, 2009.

1. Exercisability of Warrant. This Warrant shall become
exercisable only if the Market Price (as defined below) per share of Common
Stock, par value $0.01 per share, of the Company is at least $15.00 on at least
twenty (20) out of thirty (30) consecutive days during which the national
securities exchanges are open for trading.

2. Method of Exercise; Payment; Issuance of New Warrant.

(a) This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, properly
endorsed, at the principal office of the Company in

<PAGE> 182
California, Attention: Secretary, and by (i) the payment to the Company
of the then applicable Warrant Price of the Common Stock being purchased
("Warrant Price" shall mean the price specified in the first paragraph of this
Warrant and such other prices as shall result from the adjustments specified in
Section 5 hereof); and (ii) delivery to the Company of the form of subscription
at the end hereof (or a reasonable facsimile thereof).

5. Number of Shares Receivable Upon Exercise. The
number of shares of Common Stock receivable upon the exercise of this Warrant
is subject to adjustment upon the happening of

<PAGE> 183
certain events specified in this Section 5. For the purposes of this Section
5, the "Warrant Price" referred to herein shall initially be $4.00 and shall be
adjusted and readjusted from time to time as provided in this Section 5. The
holder of this Warrant shall, upon exercise hereof as provided in Section 2, be
entitled to receive the number of shares of Common Stock determined by
multiplying the number of shares of Common Stock which would otherwise (but for
the provisions of this Section 5) be issuable upon such exercise by a fraction
of which (A) the numerator is $4.00 and (B) the denominator is the Warrant
Price in effect at the time of such exercise. The price to be paid for each
such share of Common Stock by the holder shall be the Warrant Price as adjusted
pursuant to this Section 5, provided that the price paid by the holder for any
shares of Common Stock upon exercise of this Warrant shall never be less than
$0.01 per share. The Warrant Price shall be subject to adjustment as follows:

(b) Extraordinary Dividends and Distributions.
If the Company shall distribute to all holders of its outstanding Common Stock
evidences of indebtedness of the Company, cash

<PAGE> 184
(other than a cash distribution made as a dividend payable or to be payable at
regularly scheduled intervals and payable out of earnings or earned surplus
legally available for the payment of dividends under the laws of the State of
Delaware, but only to the extent that the aggregate of all such dividends paid
or declared after the date hereof does not exceed the consolidated net income
of the Company earned subsequent to the date hereof, as determined in
accordance with generally accepted accounting principles, consistently applied)
or assets or securities other than its Common Stock (including stock of a
subsidiary or securities convertible into or exercisable for such stock but
excluding dividends or distributions referred to in Section 5(a) above) (any
such evidences of indebtedness, cash, assets or securities, the "assets or
securities"), then, in each case, the Warrant Price shall be adjusted by
subtracting from the Warrant Price then in effect the value of the assets or
securities that the holder would have been entitled to receive as a result of
such distribution had the Warrant been exercised and the relevant shares of
Common Stock issued in the name of the holder immediately prior to the record
date for such distribution; provided that if, after giving effect to such
adjustment, the Warrant Price would be less than the then par value of the
Common Stock, the Company shall distribute such assets or securities to the
holder as if the holder had exercised the Warrant and the shares of Common
Stock had been issued in the name of the holder immediately prior to the record
date for such distribution. Any adjustment required by this Section 5(b) shall
be made whenever any such distribution is made, and shall become effective on
the date of distribution retroactive to the record date for the determination
of stockholders entitled to receive such distribution.

<PAGE> 185
(i) the date on which the Company enters into a firm contract for the issuance
and sale of such Additional Shares (unless such contract specifies that the
price will be determined at a later date, then such later date shall apply to
this clause (i)) or (ii) the date of actual issuance or sale of such Additional
Shares, then, in each such case, the Warrant Price in effect immediately prior
to such date shall be reduced, concurrently with such issuance or sale, to a
price (calculated to the nearest one cent) determined by multiplying such
Warrant Price by a fraction (x) the numerator of which shall be the sum of (A)
the number of shares of Common Stock outstanding immediately prior to such
issue or sale, plus (B) the number of shares of Common Stock which the
aggregate consideration received by the Company for the total number of such
Additional Shares so issued or sold would purchase at such Current Market
Value, and (xi) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such issue or sale, provided that
(a) treasury shares shall not be deemed to be outstanding for purposes of this
Section 5(d) and (b) the shares of Common Stock then issuable (i) pursuant to
the terms of this Warrant and the Incentive Stock Option (as defined in the
Management Agreement) and (ii) on conversion of the Company's 9% Convertible
Senior Subordinated Debentures due 2002 issued pursuant to that certain
Indenture dated as of December 15, 1990 (the "9% Convertible Debt") shall be
deemed to be outstanding immediately prior to and after such issue or sale.
Notwithstanding anything contained herein to the contrary, no adjustment to the
Warrant Price shall be made pursuant to this Section 5(d) following the
issuance of Additional Shares pursuant to (xx) Section 5(a) hereof, (xxi) the
exercise of any options or issuance of any shares under any options or purchase
or other rights that are outstanding on or prior to the date hereof and that
were issued pursuant to any of the Company's employee stock option,
appreciation or purchase right plans, (xxii) the exercise of any options or
purchase or other rights or the issuance of any shares under any options or
rights that are granted after the date hereof, whether in accordance with the
terms of any of the Company's employee stock option, appreciation or purchase
right plans or otherwise, so long as the exercise price of any such option,
warrant, subscription or purchase right is not less than the Market Price on
the date that such grant is approved by the Company's Board of Directors or a
duly authorized committee thereof or, if later, the date that such exercise
price is established, (xxiii) the exercise of any other options, warrants or
other subscription or purchase rights outstanding on or prior to the date
hereof, including without limitation, this Warrant and the Stock Incentive
Option, (xxiv) the exercise of any conversion or exchange rights outstanding on
or prior to the date hereof issued by the Company, including without
limitation, any such conversion rights relating to the 9% Convertible Debt,
(xxv) the exercise of any conversion or exchange rights issued by the Company
after the

<PAGE> 186
date hereof, so long as the conversion or exchange price is not less than the
Market Price on the date that such issuance is approved by the Board of
Directors or a duly authorized committee thereof or, if later, the date that
such conversion or exchange price is established or (xxvi) the issuance or sale
of Additional Shares pursuant to a firmly underwritten public offering of such
shares.

<PAGE> 187
then authorized by the Company's certificate of incorporation and available for
the purpose of issue upon such exercise.

(g) Exercise of Warrant in the Event of a
Consolidation, Merger, Sale of Assets, Reorganization, Etc.

(i) In case at any time the Company
shall be a party to any Transaction pursuant to which the
aggregate value of the cash, securities and other consideration
payable for a share of Common Stock is at least $15.00, then
(A) upon the consummation thereof this Warrant shall become
exercisable with respect to all shares of Common Stock covered
hereby (whether or not it has otherwise become exercisable with
respect to such shares pursuant to Section 1) and shall be
deemed to have been exercised by the holder hereof without any
act on the part of such holder and without any obligation on
the part of such holder to pay the exercise price until
presentation of this Warrant pursuant to clause (B) below, and
(B) this Warrant shall represent the right of such holder to
receive (upon presentation of this Warrant on or within thirty
(30) days after the date of such consummation together with
payment of the aggregate exercise price payable at the time of
such consummation in accordance with Section 2 for all shares
of Common Stock issuable upon such exercise immediately prior
to such consummation), in lieu of the Common Stock issuable
upon exercise of this Warrant prior to such consummation, the
cash, securities and other property to which such holder
would have been entitled upon the consummation of the
Transaction if such holder had exercised this Warrant
immediately prior thereto.

(iii) In case the Company shall be a party
to any Transaction pursuant to which the aggregate value of the
cash, securities and other consideration payable for a share of
Common Stock is less than $15.00, this Warrant shall terminate
upon the consummation thereof.

(h) Notices of Corporate Action. In the event of
any anticipated

(i) taking by the Company of a record of
the holders of any class of securities for the purpose of

<PAGE> 188
determining the holders thereof who are entitled to receive
any dividend or other distribution on such securities, or

(ii) Transaction, or

(iii) voluntary or involuntary dissolution,
liquidation or winding-up of the Company,

6. Definitions. As used herein, the following terms
have the following respective meanings:

Common Stock: The Company's (a) Common Stock, par value $0.01
per share, and (b) Class B Stock, par value $0.01 per share.

<PAGE> 189
Association of Securities Dealers, the last trading price of the Common Stock
on such date, or (c) if there shall have been no trading on such date or if the
Common Stock is not so designated, the average of the reported closing bid and
asked prices on such date as shown by the National Association of Securities
Dealers Automated Quotation System.

Registration Rights Agreement: The Registration Rights
Agreement, dated the date hereof, between the Company and the original holder
hereof.

Warrant Price: The meaning specified in Section 5.

<PAGE> 190

10.

<PAGE> 191
14. Legends. The shares of Common Stock issuable
pursuant to the terms of this Warrant shall contain the legends set forth in
Section 6.2 of that certain Securities Purchase Agreement dated as of November
4, 1993 by and between the Company and Holder.

DATED as of ____________________, 1994.

WESTWOOD ONE, INC.

By: ______________________________
Name: ________________________
Title: _______________________

11.

<PAGE> 192
FORM OF SUBSCRIPTION

[To be signed only upon exercise of the Warrant]

TO WESTWOOD ONE, INC.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, _________* shares of Common Stock of WESTWOOD
ONE, INC. and herewith makes payment of $______ therefor, and requests that the
certificates for such shares be issued in the name of, and delivered to,
________________________________, whose address is ____________________________
________________________________________________________________.

Dated: _________________

___________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)

___________________________________
(Address)

____________________

* Insert here the number of shares called for on the face of the Warrant (or,
in the case of a partial exercise, the portion thereof as to which the
Warrant is being exercise), in either case without making any adjustment for
additional shares of the Common Stock or any other stock or other securities
or property or cash which, pursuant to the adjustment provisions referred to
in the Warrant, may be deliverable upon exercise. In the case of a partial
exercise, a new Warrant or Warrants will be issued and delivered,
representing the unexercised portion of such Warrant, all as provided in the
Warrant.

12.

<PAGE> 193
FORM OF ASSIGNMENT

[To be signed only upon transfer of the Warrant]

Dated: _________________

___________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)

___________________________________
(Address)

Signed in the presence of:

___________________________________

13.

<PAGE> 194
Warrant to Purchase 500,000 Shares
of Common Stock at $5.00 per share

INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE

WESTWOOD ONE, INC.

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

WESTWOOD ONE, INC., a Delaware corporation (the "Company"),
certifies that, for value received, Infinity Network Inc., a Delaware
corporation, or a designated affiliated entity (collectively, the "Holder"), is
entitled to purchase, until the close of business on the Termination Date (as
defined in the next sentence), Five Hundred Thousand (500,000) shares of Common
Stock, par value $0.01 per share, of the Company, at a price of $5.00 per
share; subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. "Termination Date" shall mean the later of
_____________, 2004 or the third anniversary of the date upon which this
Warrant has become exercisable; provided, however, that the Termination Date
shall in no event be later than _____________, 2009.

1. Exercisability of Warrant. This Warrant shall become
exercisable only if the Market Price (as defined below) per share of Common
Stock, par value $0.01 per share, of the Company is at least $20.00 on at least
twenty (20) out of thirty (30) consecutive days during which the national
securities exchanges are open for trading.

2. Method of Exercise; Payment; Issuance of New Warrant.

(a) This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, properly
endorsed, at the principal office of the Company in

<PAGE> 195
California, Attention: Secretary, and by (i) the payment to the Company of the
then applicable Warrant Price of the Common Stock being purchased ("Warrant
Price" shall mean the price specified in the first paragraph of this Warrant
and such other prices as shall result from the adjustments specified in Section
5 hereof); and (ii) delivery to the Company of the form of subscription at the
end hereof (or a reasonable facsimile thereof).

5. Number of Shares Receivable Upon Exercise. The
number of shares of Common Stock receivable upon the exercise of this Warrant
is subject to adjustment upon the happening of

<PAGE> 196
certain events specified in this Section 5. For the purposes of this Section
5, the "Warrant Price" referred to herein shall initially be $5.00 and shall be
adjusted and readjusted from time to time as provided in this Section 5. The
holder of this Warrant shall, upon exercise hereof as provided in Section 2, be
entitled to receive the number of shares of Common Stock determined by
multiplying the number of shares of Common Stock which would otherwise (but for
the provisions of this Section 5) be issuable upon such exercise by a fraction
of which (A) the numerator is $5.00 and (B) the denominator is the Warrant
Price in effect at the time of such exercise. The price to be paid for each
such share of Common Stock by the holder shall be the Warrant Price as adjusted
pursuant to this Section 5, provided that the price paid by the holder for any
shares of Common Stock upon exercise of this Warrant shall never be less than
$0.01 per share. The Warrant Price shall be subject to adjustment as follows:

(b) Extraordinary Dividends and Distributions.
If the Company shall distribute to all holders of its outstanding Common Stock
evidences of indebtedness of the Company, cash

<PAGE> 197
(other than a cash distribution made as a dividend payable or to be payable at
regularly scheduled intervals and payable out of earnings or earned surplus
legally available for the payment of dividends under the laws of the State of
Delaware, but only to the extent that the aggregate of all such dividends paid
or declared after the date hereof does not exceed the consolidated net income
of the Company earned subsequent to the date hereof, as determined in
accordance with generally accepted accounting principles, consistently applied)
or assets or securities other than its Common Stock (including stock of a
subsidiary or securities convertible into or exercisable for such stock but
excluding dividends or distributions referred to in Section 5(a) above) (any
such evidences of indebtedness, cash, assets or securities, the "assets or
securities"), then, in each case, the Warrant Price shall be adjusted by
subtracting from the Warrant Price then in effect the value of the assets or
securities that the holder would have been entitled to receive as a result of
such distribution had the Warrant been exercised and the relevant shares of
Common Stock issued in the name of the holder immediately prior to the record
date for such distribution; provided that if, after giving effect to such
adjustment, the Warrant Price would be less than the then par value of the
Common Stock, the Company shall distribute such assets or securities to the
holder as if the holder had exercised the Warrant and the shares of Common
Stock had been issued in the name of the holder immediately prior to the record
date for such distribution. Any adjustment required by this Section 5(b) shall
be made whenever any such distribution is made, and shall become effective on
the date of distribution retroactive to the record date for the determination
of stockholders entitled to receive such distribution.

<PAGE> 198
(i) the date on which the Company enters into a firm contract for the issuance
and sale of such Additional Shares (unless such contract specifies that the
price will be determined at a later date, then such later date shall apply to
this clause (i)) or (ii) the date of actual issuance or sale of such Additional
Shares, then, in each such case, the Warrant Price in effect immediately prior
to such date shall be reduced, concurrently with such issuance or sale, to a
price (calculated to the nearest one cent) determined by multiplying such
Warrant Price by a fraction (x) the numerator of which shall be the sum of (A)
the number of shares of Common Stock outstanding immediately prior to such
issue or sale, plus (B) the number of shares of Common Stock which the
aggregate consideration received by the Company for the total number of such
Additional Shares so issued or sold would purchase at such Current Market
Value, and (xi) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such issue or sale, provided that
(a) treasury shares shall not be deemed to be outstanding for purposes of this
Section 5(d) and (b) the shares of Common Stock then issuable (i) pursuant to
the terms of this Warrant and the Incentive Stock Option (as defined in the
Management Agreement) and (ii) on conversion of the Company's 9% Convertible
Senior Subordinated Debentures due 2002 issued pursuant to that certain
Indenture dated as of December 15, 1990 (the "9% Convertible Debt") shall be
deemed to be outstanding immediately prior to and after such issue or sale.
Notwithstanding anything contained herein to the contrary, no adjustment to the
Warrant Price shall be made pursuant to this Section 5(d) following the
issuance of Additional Shares pursuant to (xx) Section 5(a) hereof, (xxi) the
exercise of any options or issuance of any shares under any options or purchase
or other rights that are outstanding on or prior to the date hereof and that
were issued pursuant to any of the Company's employee stock option,
appreciation or purchase right plans, (xxii) the exercise of any options or
purchase or other rights or the issuance of any shares under any options or
rights that are granted after the date hereof, whether in accordance with the
terms of any of the Company's employee stock option, appreciation or purchase
right plans or otherwise, so long as the exercise price of any such option,
warrant, subscription or purchase right is not less than the Market Price on
the date that such grant is approved by the Company's Board of Directors or a
duly authorized committee thereof or, if later, the date that such exercise
price is established, (xxiii) the exercise of any other options, warrants or
other subscription or purchase rights outstanding on or prior to the date
hereof, including without limitation, this Warrant and the Stock Incentive
Option, (xxiv) the exercise of any conversion or exchange rights outstanding on
or prior to the date hereof issued by the Company, including without
limitation, any such conversion rights relating to the 9% Convertible Debt,
(xxv) the exercise of any conversion or exchange rights issued by the Company
after the

<PAGE> 199
date hereof, so long as the conversion or exchange price is not less than the
Market Price on the date that such issuance is approved by the Board of
Directors or a duly authorized committee thereof or, if later, the date that
such conversion or exchange price is established or (xxvi) the issuance or sale
of Additional Shares pursuant to a firmly underwritten public offering of such
shares.

<PAGE> 200
then authorized by the Company's certificate of incorporation and available for
the purpose of issue upon such exercise.

(g) Exercise of Warrant in the Event of a
Consolidation, Merger, Sale of Assets, Reorganization, Etc.

(i) In case at any time the Company
shall be a party to any Transaction pursuant to which the
aggregate value of the cash, securities and other consideration
payable for a share of Common Stock is at least $20.00, then
(A) upon the consummation thereof this Warrant shall become
exercisable with respect to all shares of Common Stock covered
hereby (whether or not it has otherwise become exercisable with
respect to such shares pursuant to Section 1) and shall be
deemed to have been exercised by the holder hereof without any
act on the part of such holder and without any obligation on
the part of such holder to pay the exercise part until
presentation of this Warrant pursuant to clause (B) below, and
(B) this Warrant shall represent the right of such holder to
receive (upon presentation of this Warrant on or within thirty
(30) days after the date of such consummation together with
payment of the aggregate exercise price payable at the time of
such consummation in accordance with Section 2 for all shares
of Common Stock issuable upon such exercise immediately prior
to such consummation), in lieu of the Common Stock issuable
upon exercise of this Warrant prior to such consummation, the
cash, securities and other property to which such holder would
have been entitled upon the consummation of the Transaction if
such holder had exercised this Warrant immediately prior thereto.

(ii) The Company will not effect any
Transaction unless, prior to the consummation thereof, each
corporation or entity (other than the Company) which may be
required to deliver any cash, securities or other property upon
the exercise of this Warrant as provide herein shall assume, by
written instrument delivered to the holder of this Warrant, the
obligation to deliver to such holder such cash, securities or
other property as, in accordance with the foregoing provision,
such holder may be entitled to receive.

(iii) In case the Company shall be a
party to any Transaction pursuant to which the aggregate value
of the cash, securities and other consideration payable for a
share of Common Stock is less than $20.00, this Warrant shall
terminate upon the consummation thereof.

(h) Notices of Corporate Action. In the event of
any anticipated

(i) taking by the Company of a record of
the holders of any class of securities for the purpose of

<PAGE> 201
determining the holders thereof who are entitled to receive
any dividend or other distribution on such securities, or

(ii) Transaction, or

(iii) voluntary or involuntary dissolution,
liquidation or winding-up of the Company,

6. Definitions. As used herein, the following terms
have the following respective meanings:

Common Stock: The Company's (a) Common Stock, par value $0.01
per share, and (b) Class B Stock, par value $0.01 per share.

<PAGE> 202
Association of Securities Dealers, the last trading price of the Common Stock
on such date, or (c) if there shall have been no trading on such date or if the
Common Stock is not so designated, the average of the reported closing bid and
asked prices on such date as shown by the National Association of Securities
Dealers Automated Quotation System.

Registration Rights Agreement: The Registration Rights
Agreement, dated the date hereof, between the Company and the original holder
hereof.

Warrant Price: The meaning specified in Section 5.

<PAGE> 203

10.

<PAGE> 204
14. Legends. The shares of Common Stock issuable
pursuant to the terms of this Warrant shall contain the legends set forth in
Section 6.2 of that certain Securities Purchase Agreement dated as of November
4, 1993 by and between the Company and Holder.

DATED as of ____________________, 1994.

WESTWOOD ONE, INC.

By: ______________________________
Name: ________________________
Title: _______________________

11.

<PAGE> 205
FORM OF SUBSCRIPTION

[To be signed only upon exercise of the Warrant]

TO WESTWOOD ONE, INC.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, _________* shares of Common Stock of WESTWOOD
ONE, INC. and herewith makes payment of $______ therefor, and requests that the
certificates for such shares be issued in the name of, and delivered to,
________________________________, whose address is ____________________________
________________________________________________________________.

Dated: _________________

___________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)

___________________________________
(Address)

____________________

* Insert here the number of shares called for on the face of the Warrant
(or, in the case of a partial exercise, the portion thereof as to
which the Warrant is being exercise), in either case without making
any adjustment for additional shares of the Common Stock or any other
stock or other securities or property or cash which, pursuant to the
adjustment provisions referred to in the Warrant, may be deliverable
upon exercise. In the case of a partial exercise, a new Warrant or
Warrants will be issued and delivered, representing the unexercised
portion of such Warrant, all as provided in the Warrant.

12.

<PAGE> 206
FORM OF ASSIGNMENT

[To be signed only upon transfer of the Warrant]

Dated: _________________

___________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)

___________________________________
(Address)

Signed in the presence of:

___________________________________

13.

<PAGE> 207
VOTING AGREEMENT

This Voting Agreement (this "Agreement") is entered into as of
_________________, 1994 by and among Westwood One, Inc., a Delaware corporation
(the "Company"), Norman J. Pattiz ("Shareholder"), and Infinity Network Inc., a
Delaware corporation ("Manager Sub") which is a wholly-owned subsidiary of
Infinity Broadcasting Corporation, a Delaware corporation ("Manager").

R E C I T A L S :

A. Concurrent with the execution of this Agreement, (1)
the Company has acquired all of the outstanding shares of capital stock (the
"Acquisition") of Unistar Radio Networks, Inc., a Delaware corporation, (2) the
Manager Sub has purchased from the Company 5,000,000 shares of Common Stock and
options to acquire an additional 3,000,000 shares of Common Stock pursuant to a
Securities Purchase Agreement dated of even date herewith between the Company
and Manager Sub (the "Securities Purchase Agreement"), and (3) the Company has
engaged the Manager to provide management services to the Company pursuant to a
Management Agreement dated of even date herewith between the Company and the
Manager (the "Management Agreement").

B. Concurrent with or prior to the execution of this
Agreement, the Bylaws of the Company have been amended to provide that the
authorized number of directors constituting the Board of Directors of the
Company (the "Board") shall be nine (9), certain directors of the Company have
resigned, and the remaining directors have appointed new directors to fill the
vacancies created by such resignations and such increase in the Board size such
that the Board, as presently constituted, complies with the provisions hereof
regarding the rights of the parties hereto to designate persons for election to
the Board.

C. The Manager has required, in connection with the
Management Agreement and the Securities Purchase Agreement and as a condition
to both such agreements, and as further consideration for the Acquisition, that
this Agreement be entered into in order to (1) provide Manager with the right
to designate persons for election to the Board as herein set forth, and (2)
provide for the voting of the Class B Stock of the Company (the "Class B
Stock") by the Shareholder as provided herein. Accordingly, the parties desire
to enter into this Agreement and to provide for such rights and such voting.

Exhibit B

<PAGE> 208
A G R E E M E N T :

NOW, THEREFORE, in consideration of the agreements contained
herein and in the Securities Purchase Agreement and the Management Agreement,
and as additional consideration for the Acquisition, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. Designation of Board Members. The Company agrees to
use all reasonable efforts to appoint and maintain as members of the Board:

(a) three (3) independent directors, who are not
officers or employees of either the Company or Manager,
designated by a nominating committee of the Board (the
"Nominating Committee") consisting of one director designated
to serve on such committee by the Shareholder and one director
designated to serve on such committee by the Manager Sub (the
"Independent Directors");

(b) three (3) members designated by the
Shareholder pursuant to this Agreement (the "Shareholder
Designees"); and

The number of Manager Designees and Shareholder Designees are
subject to elimination, as provided in Sections 8 and 9 below.

Except as provided in Sections 9 and 10, the Company,
Shareholder and Manager Sub (Shareholder and Manager Sub being herein
collectively referred to as the "Voting Parties") agree that they will not take
any action to reduce or increase the authorized number of Board members (which
is presently nine (9)) without the written consent of the Voting Parties,
excluding however any party whose rights hereunder have been terminated in
accordance herewith. Pursuant to Sections 9 and 10, the Voting Parties shall
take all necessary action to reduce the size of the Board of Directors to the
size thereof called for by Section 9 or 10, as the case may be.

2. Agreement to Vote Shares. Each of the Voting Parties
hereby agrees to vote any and all shares of the Company held by him or it on
the record date for establishing stockholders entitled to so vote in favor of
the election as directors

B-2.

<PAGE> 209
of the Company of the Independent Directors, the Shareholder Designees and the
Manager Designees, as determined in accordance with the provisions hereof.

3. Notice of Designated Members.

(a) In connection with any proposed meeting of
the stockholders of the Company at which the term of office of any of the
Shareholder Designees or Manager Designees (collectively, the "Designated
Members") will expire, the party who originally designated such member
hereunder (the "Designating Party") may, by written notice to the Company,
notify the Company of the name of a person it designates as a replacement for
such Designated Member whose term of office is then expiring, which notice must
be received by the Company not less than thirty (30) calendar days in advance
of the date the Company's proxy statement was released to stockholders in
connection with the previous year's annual meeting of stockholders; provided,
however, that the notice shall be considered effective, notwithstanding the
foregoing, if it is received by the Company at a time when the Company can
thereafter fulfil its obligations hereunder in a timely manner and without
incurring any material expense in connection with or any delay of such meeting
of stockholders. Substantially concurrent with any such notification, the
Designating Party shall provide the Company with all information which the
Company may require with respect to such replacement person in order to comply
with the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations of the Securities and Exchange Commission in connection with such
meeting. The Company shall, at least ten (10) days prior to such meeting,
notify the Voting Parties of any replacement person so designated by such
Designating Party, and the Voting Parties shall accordingly comply with Section
2 above in voting their shares of the Company at such meeting. For purposes of
the preceding sentence, any proxy statement of the Company which discloses that
the management nominees to the Board have been designated in accordance with
this Agreement shall be deemed to constitute notice to the Voting Parties of
their obligation to vote for such management nominees in accordance with this
Agreement. If any Designating Party fails to notify the Company that it
desires to replace its existing Designated Member in accordance with the
foregoing procedure, such Designating Party shall be deemed to have designated
for re-election such existing Designated Member, and the Voting Parties shall,
in all cases when not otherwise notified in accordance with this paragraph,
vote for the re-election of such Designated Member at such meeting.

(b) Notwithstanding the foregoing, each
Designated Member must be reasonably acceptable to the Company.

B-3.

<PAGE> 210
Any Designated Member shall be deemed reasonably acceptable unless such person
is affirmatively determined to be unacceptable to the Company by a majority of
all Board members who were not designated by the Designating Party that
designated the person in question. In reaching such determination, such Board
members may consider, among other things, the Designated Member's
qualifications, experience, personal background and conflicts of interest that
might result from other business affiliations. The Company shall cause a
meeting of the Board to be convened, for the purpose of making such
determination, upon the request of any of the Voting Parties. If a person is
determined to be unacceptable in accordance with this paragraph, the
Designating Party shall be given an opportunity to designate another person
instead. The Voting Parties agree that the original designees set forth in
Section 6 are acceptable.

4. Notice of Independent Directors. In connection with
any proposed meeting of the stockholders of the Company at which the term of
office of any of the Independent Directors will expire, the Company shall, at
least ten (10) days prior to the mailing of the proxy statement in respect of
such meeting, notify the Voting Parties of any replacement person designated by
the Nominating Committee in respect of such Independent Director whose term of
office will expire, in which case the Voting Parties shall, in accordance with
Section 2 hereof, vote their shares for the election of such replacement
Independent Director. For purposes of the preceding sentence, any proxy
statement of the Company which discloses that the management nominees to the
Board have been designated in accordance with this Agreement shall be deemed to
constitute notice to the Voting Parties of their obligation to vote for such
management nominees in accordance with this Agreement. In the absence of any
such notice to the Voting Parties, the Voting Parties shall vote for the
re-election of the incumbent Independent Director whose term of office will so
expire.

5. Interim Board Vacancies. If any Designated Member
dies or becomes disabled, resigns from the Board or is removed from the Board
prior to the expiration of such Designated Member's term on the Board, the
Designating Party that designated such Designated Member shall designate a
replacement Designated Member and notify each of the Voting Parties of such
designation. If any Independent Director dies or becomes disabled, resigns
from the Board or is removed from the Board prior to the expiration of such
Independent Director's term on the Board, the Nominating Committee shall
designate a replacement Independent Director and notify each of the Voting
Parties of such designation. The Voting Parties agree that, in either such
event, they shall request their respective Designated Members to vote, as
members of the Board and to the extent consistent with

B-4.

<PAGE> 211
the discharge of their fiduciary duties to the Company, for the appointment of
such replacement Designated Member or Independent Director, as the case may be,
to the Board, and the Company agrees to promptly convene a meeting of the Board
for the purpose of considering such appointment.

6. Original Designees. The parties acknowledge and
agree that, at the date of this Agreement, the Independent Directors and
Designated Members are as follows:

Independent Directors

_____________________________________

Shareholder Designees

Norman J. Pattiz
Paul G. Krasnow
Arthur E. Levine

Manager Sub Designees

_____________________________________

7. Additional Voting Obligation of Shareholder. The
Shareholder agrees that until the earlier to occur of (a) the expiration or
termination of the Management Agreement and (b) the Shareholder ceasing to be
the Chairman of the Company other than as a result of a Removal for Cause, if
any matter is presented to the stockholders of the Company for a vote, he will
vote all of his shares of Class B Stock only in accordance with the
recommendation of a majority of the full incumbent Board. Such recommendation
may be set forth in the Company's proxy statement, or may be set forth in a
notice to the Shareholder signed by Board members constituting such majority,
and in either case the Shareholder agrees to so vote in accordance with such
recommendation, provided, however, that the Company shall indemnify Shareholder
and hold him harmless from any and all loss or liability resulting from any
claims made against Shareholder based upon, arising out of or relating to his
agreement to vote his shares of Class B Stock in the manner recommended by the
Board. For purposes of this Section 7, "Removal for Cause" shall mean the
termination of the Shareholder as Chairman of the Company for cause pursuant to
the terms of Section 6.1(a) of that

B-5.

<PAGE> 212
certain Employment Agreement dated October 18, 1993 between the Company and the
Chairman.

8. Nomination and Election of Shareholder as Chairman.
Manager Sub agrees that, so long as the Shareholder (a) has not been subject to
a Removal for Cause, (b) is a Director and (c) the Shareholder holds at least
one-sixth (1/6) of the shares of the Company held as of the date of this
Agreement, Manager Sub shall direct its respective Designated Members to vote,
as members of the Board and to the extent consistent with the discharge of
their fiduciary duties to the Company, for the appointment and nomination of
the Shareholder as Chairman.

9. Termination of Shareholder's Designation Rights. At
such time as the Shareholder fails to hold shares of the Company representing
at least two-thirds (2/3) of the shares of the Company held by the Shareholder
at the date of this Agreement, the designation rights of the Shareholder under
Section 1 shall be reduced so that the Shareholder shall only have the right to
designate two Shareholder Designees, and the total number of directors of the
Company shall be reduced by one. At such time as the Shareholder fails to hold
shares of the Company representing at least one-third (1/3) of the shares of
the Company held by the Shareholder at the date of this Agreement, the
designation rights of the Shareholder under Section 1 shall be further reduced
so that the Shareholder shall only have the right to designate one Shareholder
Designee, and the total number of directors of the Company shall be further
reduced by one. At such time as the Shareholder fails to hold any of the
shares of the Company held by the Shareholder at the date of this Agreement,
the designation rights of the Shareholder under Section 1 shall be terminated
and the total number of directors of the Company shall be further reduced by
one.

10. Termination of Manager Sub's Designation Rights. At
such time as the Manager Sub fails to hold or have rights to acquire shares of
the Company representing at least two-thirds (2/3) of the Manager Sub Shares,
the designation rights of the Manager Sub under Section 1 shall be reduced so
that the Manager Sub shall only have the right to designate two Manager Sub
Designees, and the total number of directors of the Company shall be reduced by
one. At such time as the Manager Sub fails to hold or have rights to acquire
shares of the Company representing at least one-third (1/3) of the Manager Sub
Shares, the designation rights of the Manger Sub under Section 1 shall be
further reduced so that the Manager Sub shall only have the right to designate
one Manager Sub Designee, and the total number of directors of the Company
shall be reduced by one. At such time as the Manager Sub fails to hold or have
rights to acquire any Manager Sub

B-6.

<PAGE> 213
Shares, the designation rights of the Manager Sub under Section 1 shall be
terminated and the total number of directors of the Company shall be further
reduced by one. For purposes of this Section 9, "Manager Sub Shares" means (a)
all 5,000,000 shares of Common Stock acquired by Manager Sub under the
Securities Purchase Agreement, (b) to the extent vested, up to the 3,000,000
shares of Common Stock that may be acquired by Manager Sub under the Purchase
Warrant (as defined in the Securities Purchase Agreement) and (c) to the extent
vested, up to the 1,500,000 shares of Common Stock that may be acquired by
Manager Sub under the Stock Incentive Option (as defined in the Management
Agreement).

11. Full Termination of Agreement. This Agreement shall
terminate in full at such time as the Management Agreement is terminated
pursuant to the terms thereof. This Agreement shall in any event fully
terminate ten (10) years after the date hereof.

12. Assignment; Transferees of Stock. The rights of the
Voting Parties to designate Designated Members hereunder may not be transferred
or assigned except only that if, by reason of disability, the Shareholder is
incapable of exercising his designation rights hereunder, such rights may be
exercised by a conservator of his estate, and upon his death such rights may be
exercised by his executor or administrator and thereafter by any party
receiving from him, by testate or intestate succession, shares representing at
least 50% of the voting power in the Company held by the Shareholder at the
date of this Agreement. The parties agree that any shares of the Company may
be sold, gifted or otherwise disposed of by the Voting Parties from time to
time during the term of this Agreement and that (a) if such shares are sold in
"brokers transactions" (as that term is defined under the Exchange Act) or in
transactions with a market maker, such shares shall be released from the
provisions of this Agreement concurrent with such sale, and (b) such shares
shall otherwise remain subject to the voting provisions of this Agreement, and
the transferee thereof shall be required to vote such shares in accordance with
Section 2 hereof but, except as otherwise provided in the first sentence of
this paragraph, shall have no right to designate Designated Members pursuant
hereto. Each of the Shareholder and Manager Sub consents to the Company
inserting appropriate legends referencing the restrictions and obligations
contained in this Agreement on the certificates representing the shares of the
Company held by the Shareholder and Manager Sub, as the case may be, on or
after the date of this Agreement. The Company undertakes to add such legends
to such certificates as soon as practicable after the date hereof.

B-7.

<PAGE> 214
13. Miscellaneous.

(a) Attorneys' Fees. If any party to this
Agreement shall commence an action to enforce any provision of this Agreement,
the unsuccessful party in such action shall pay to the prevailing party the
latter's reasonable fees, costs and expenses of enforcement, including without
limitation, such fees, costs and expenses of litigation and appeals.

(b) Severability. Should any one or more of the
provisions of this Agreement be determined to be illegal or unenforceable, each
other provision of this Agreement shall be given effect separately from the
provision or provisions determined to be illegal or unenforceable and shall not
be affected thereby.

(c) No Waiver. No failure or delay on the part
of any party in exercising any right, power or remedy hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any such
right, power or remedy preclude any other or further exercise thereof or the
exercise of any other right, power or remedy hereunder.

(d) Entire Agreement. This Agreement, the
Securities Purchase Agreement, the Management Agreement, the Registration
Rights Agreement (as defined in the Securities Purchase Agreement), the
Purchase Warrant, the Stock Incentive Option and the Purchase Agreement (as
defined in the Securities Purchase Agreement), together with the Exhibit
hereto, constitute the entire agreement among the parties pertaining to the
subject matter hereof and supersede all prior agreements and understandings of
the parties in connection herewith.

(e) Amendment and Modification. This Agreement
may be amended, modified and supplemented only by written agreement of the
parties hereto.

(f) Remedies. The parties to this Agreement
acknowledge and agree that the breach of any of the terms of this Agreement
will cause irreparable injury for which an adequate remedy at law is not
available. Accordingly, it is agreed that each party hereto shall be entitled
to an injunction, restraining order or other equitable relief to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any court of competent jurisdiction in the United States or any state
thereof, without the requirement of the posting of any bond. Such remedies
shall be cumulative and non-exclusive and shall be in addition to any other
rights and remedies the parties may have under this Agreement.

B-8.

<PAGE> 215
(g) Notices. Any notices hereunder shall be
deemed sufficiently given by one party to another only if in writing and if and
when delivered or tendered by personal delivery, by facsimile, on receipt of
confirmation of transmission, twenty-four (24) hours after the prepaid deposit
for overnight delivery with Federal Express or other similar overnight courier,
or as of three (3) business days after deposit in the United States mail in a
sealed envelope, registered or certified, with postage prepaid, addressed as
follows:

If to the Company: Westwood One, Inc.
9540 Washington Boulevard
Culver City, California 90232
Attn: Mr. Norman J. Pattiz
Fax#: (310) 840-0834

with a copy to: Riordan & McKinzie
5743 Corsa Avenue, Suite 116
Westlake Village, California 91362
Attn: Lawrence C. Weeks, Esq.
Fax#: (818) 706-2956

If to Shareholder: Mr. Norman J. Pattiz
c/o Westwood One, Inc.
9540 Washington Boulevard
Culver City, California 90232
Fax#: (310) 840-0834

with a copy to: Gibson, Dunn & Crutcher
2029 Century Park East, Suite 4100
Los Angeles, California 90067
Attn: Don Parris, Esq.
Fax#: (310) 277-5827

If to Manager Sub: Infinity Network Inc.
c/o Infinity Broadcasting Corporation
600 Madison Avenue, 4th Floor
New York, New York 10022
Attn: Mr. Farid Suleman
Fax#: (212) 898-2959

with a copy to: Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attn: Richard D. Bohm, Esq.
Fax#: (212) 909-6836

B-9.

<PAGE> 216
(h) Governing Law. This Agreement shall be
instituted and enforced in accordance with, and governed by, the laws of the
State of Delaware.

(i) Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same instrument.

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

WESTWOOD ONE, INC.

By:______________________________
Name:_________________________
Title:________________________

INFINITY NETWORK INC.

By:______________________________
Name:_________________________
Title:________________________

_________________________________
NORMAN J. PATTIZ, individually

B-10.

<PAGE> 217
REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement")
is entered into as of __________, 1994 by and between Westwood One, Inc., a
Delaware corporation (the "Company"), and Infinity Network Inc., a Delaware
corporation (the "Purchaser").

R E C I T A L S :

A. Pursuant to a Securities Purchase Agreement entered
into concurrently herewith between the Company and the Purchaser (the
"Securities Purchase Agreement"), the Purchaser has purchased from the Company
5,000,000 shares of common stock of the Company ("Common Stock") and a warrant
to purchase an additional 3,000,000 shares of Common Stock (the "Purchase
Warrant").

B. Pursuant to a Management Agreement (the "Management
Agreement") entered into concurrently herewith between the Company and Infinity
Broadcasting Corporation ("Infinity"), which owns all of the outstanding
capital stock of the Purchaser, the Company has issued to the Purchaser a
warrant to purchase an additional 1,500,000 shares of Common Stock (the
"Management Warrant"), upon and subject to the terms and conditions set forth
therein.

C. The Company and the Purchaser desire in this
Agreement to provide, with respect to the above-described securities of the
Company, for (i) the granting to the Purchaser of the registration rights set
forth herein, and (ii) certain contractual restrictions on any sale or
disposition thereof.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

SECTION 1

REGISTRATION RIGHTS

1.1 Definitions. As used in this Section 1:

(a) The terms "register," "registered," and
"registration" refer to a registration effected by filing with

Exhibit C

<PAGE> 218
the Securities and Exchange Commission (the "SEC") a registration statement
("Registration Statement") in compliance with the Securities Act of 1933, as
amended (the "1933 Act") and the declaration or ordering by the SEC of the
effectiveness of such Registration Statement.

(b) The term "Registrable Securities" means (i)
the 5,000,000 shares of Common Stock issued to the Purchaser concurrently
herewith pursuant to the Securities Purchase Agreement, (ii) any and all shares
of Common Stock hereafter issued upon exercise of the Purchase Warrant, and
(iii) any and all shares of Common Stock hereafter issued upon exercise of the
Management Warrant. The term "Registrable Securities" shall also include any
Common Stock issued as (or issuable upon the conversion or exercise of any
warrant, right, or other security that is issued as) a dividend, stock split or
other distribution with respect to, or in exchange for, upon reclassification
or in replacement of, Registrable Securities. In the event of any
recapitalization by the Company, whether by stock split, reverse stock split,
stock dividend or otherwise, the number of shares of Registrable Securities
used throughout this Agreement for various purposes shall be proportionately
increased or decreased.

1.2 Demand Registration. If the Company shall receive
from the Purchaser a written request to register shares of Registrable
Securities (a "Demand"), the Company shall prepare and file a Registration
Statement under the 1933 Act covering the shares so requested to be registered,
and shall use its best efforts to cause as expeditiously as possible such
Registration Statement to become effective; provided, however, that if at the
time the request for registration is made, the Company is in the process of
registering securities under the 1933 Act for sale by it or has pending or in
process a material transaction, the disclosure of which would, in the good
faith judgment of the Board of Directors of the Company, materially and
adversely affect the Company, the Company may defer the filing (but not the
preparation) of the requested Registration Statement (a) in the case of another
registration statement in process, until the filing or abandonment of such
registration statement but in no event longer than sixty (60) days, and (b) in
the case of a material transaction, for up to sixty (60) days (but the Company
shall use its best efforts to resolve the transaction and file the Registration
Statement as soon as practicable). The Company shall be required to register
the Registrable Securities pursuant to this Section 1.2 in response to any
Demand by Purchaser, provided (i) no Demand may be made by Purchaser until on
and after one year from the date hereof, (ii) only one Demand may be made by
Purchaser (together with all permitted assignees thereof pursuant to Section
1.9) in any calendar year and (iii) the Company shall not be required to
register the Registrable

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<PAGE> 219
Securities more than three (3) times on registration forms other than Form S-3
(or any substantially equivalent successive form). The registration of
Registrable Securities under this Section 1.2 shall not be deemed to have been
requested unless such registration becomes effective (provided that if, within
one hundred twenty (120) days after it has become effective, the offering of
Registrable Securities pursuant to such registration is interfered with by any
stop order, injunction or other order or requirement of the SEC or other
governmental agency or court, such registration will be deemed not to have
become effective unless 80% of such Registrable Securities have been sold
pursuant to such registration), and if the registration has remained effective
for one hundred twenty (120) days without such interference such registration
shall be deemed to have been requested regardless of whether any of the
Registrable Securities are ultimately sold pursuant to such registration. The
Company may grant piggyback registration rights with respect to any
registration statement demanded pursuant to this Section 1.2, provided that any
such rights shall be subject to the priority of Purchaser's rights under this
Section 1.2.

1.3 Incidental Registrations.

(a) If at any time or from time to time the
Company shall determine to register any of its securities, either for its own
account or the account of security holders, other than a registration relating
solely to employee benefit plans or a registration on Form S-4 relating solely
to an SEC Rule 145 transaction, the Company will:

(i) promptly give to Purchaser written
notice thereof (which shall include a list of the
jurisdictions in which the Company intends to attempt to
qualify such securities under the applicable blue sky or
other state securities laws); and

(ii) include in such registration (and any
related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all
the Registrable Securities specified in a written request,
made by Purchaser within thirty (30) days after receipt of
such written notice from the Company, except as set forth in
Section 1.3(b) below.

(b) If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise Purchaser as a part of the written notice given
pursuant to Section 1.3(a)(i). In such event the right of Purchaser to
registration pursuant to this Section 1.3 shall be conditioned upon Purchaser's
participation in such underwriting and the inclusion of Purchaser's Registrable

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<PAGE> 220
Securities in the underwriting to the extent provided herein. Purchaser,
together with the Company and the other parties distributing their securities
through such underwriting, shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting by the Company. Notwithstanding any other provision of this
Section 1.3, if the underwriter determines that marketing factors require a
limitation of the number of shares or type of securities to be underwritten,
the underwriter may limit the number of Registrable Securities to be included
in the registration and underwriting, or may exclude Registrable Securities
entirely from such registration and underwriting subject to the terms of this
Section. The Company shall so advise all holders of the Company's securities
that would otherwise have a right to be so registered and underwritten and the
number of shares of such securities, including Registrable Securities, that may
be included in the registration and underwriting shall be allocated among
Purchaser and all such other holders in proportion, as nearly as practicable,
to the respective amounts of securities of the Company proposed to be included
in such underwritten offering by all shareholders other than the Company;
provided, however, that the rights of Purchaser to include all or any allocable
portion of such Registrable Securities shall be subject to the priority (prior
to any allocation to Purchaser or others) of the holders of existing "demand"
registration rights similar to that provided in Section 1.2 hereof existing on
the date hereof (all such existing rights are included in agreements listed on
Schedule 2.2 to the Securities Purchase Agreement) and of other holders of
demand registration rights permitted pursuant to the proviso to Section 1.9
hereof. No securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration. If
Purchaser disapproves of the terms of the underwriting, it may elect to
withdraw therefrom by written notice to the Company and the underwriter. The
Registrable Securities so withdrawn shall also be withdrawn from registration.

(c) The Purchaser agrees that any shares of
Registrable Securities which are not included in an underwritten public
offering described in Section 1.3(b) shall not be publicly sold by the
Purchaser for a period, not to exceed one hundred twenty (120) days, which the
managing underwriter reasonably determines is necessary in order to effect such
underwritten public offering.

1.4 Expenses of Registration. All expenses incurred in
connection with the registrations effected pursuant to Section 1.2 and all
registrations effected pursuant to Section 1.3, including without limitation
all registration, filing, listing and qualification fees (including SEC,
securities exchange,

C-4.

<PAGE> 221
National Association of Securities Dealers Inc. and blue sky fees and
expenses), printing expenses, escrow fees, fees and disbursements of counsel
for each of the Company and Purchaser (if Purchaser is participating in such
registration), and expenses of any special audits and/or "cold comfort" letters
incidental to or required by such registration, fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, and the
reasonable fees and expenses of any special experts retained by the Company in
connection with the requested registration shall be borne by the Company;
provided, however, that the Company shall not be required to pay stock transfer
taxes or underwriters' discounts or commissions relating to Registrable
Securities.

1.5 Obligations of the Company. Whenever required under
this Section 1 to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC (but in any event
within ninety (90) days after the date of the Demand pursuant to Section 1.2) a
Registration Statement with respect to such Registrable Securities (which, in
the case of a Demand registration pursuant to Section 1.2, shall be on a form
designated by the underwriters or Purchaser) and use its diligent best efforts
to cause such Registration Statement to become effective, and, upon the request
of Purchaser, keep such Registration Statement effective for up to one hundred
twenty (120) days or such longer period as the Company may agree upon, or until
Purchaser has completed the distribution relating thereto, whichever occurs
first;

(b) prepare and file with the SEC such amendments
and supplements to such Registration Statement and the prospectus used in
connection with such Registration Statement as may be necessary to keep such
registration statement effective as provided in Section 1.5(a) and to comply
with the provisions of the 1933 Act with respect to the disposition of all
securities covered by such Registration Statement provided that, before filing
a Registration Statement or prospectus, or any amendments or supplements
thereto, the Company will furnish to Purchaser copies of all documents proposed
to be filed, which documents will be subject to the comments of Purchaser and
its counsel;

(c) furnish to Purchaser such numbers of copies of
the registration statement, the prospectus, including a preliminary prospectus,
and of each amendment and supplement (in each case, including all exhibits), in
conformity with the requirements of the 1933 Act, and such other documents as

C-5.

<PAGE> 222
Purchaser may reasonably request in order to facilitate the disposition of
Registrable Securities owned by Purchaser;

(d) use its best efforts to register and qualify
the securities covered by such Registration Statement under such other
securities or Blue Sky laws of such jurisdictions in such states as shall
be reasonably necessary to facilitate an orderly distribution of the
Registrable Securities, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business in
any such jurisdiction that, but for the requirements of this Section 1.5(d),
it would not be obligated to be so qualified or to file a general consent to
service of process in any such states or jurisdictions;

(e) use its best efforts to cause such securities
covered by such Registration Statement to be registered with or approved by
such other governmental agencies or authorities of the United States of America
or any state thereof as may be necessary to enable Purchaser to consummate the
disposition of such securities;

(f) in the event of any underwritten public
offering, enter into and perform its obligations under an underwriting
agreement, usual and customary in form, with the managing underwriter of such
offering; Purchaser shall also enter into and perform its obligations under
such agreement; and the Company shall take such other actions as the
underwriters reasonably request in order to expedite or facilitate a
disposition of such securities;

(g) use its best efforts to cause all such
securities covered by such Registration Statement to be listed on any
securities exchange on which the Common Stock is then listed, and if the Common
Stock is not already so listed at such time, to use its best efforts promptly
to cause all such securities to be listed on either the New York Stock Exchange
or the American Stock Exchange or to be included in the National Association of
Securities Dealers Automotive Quotation System on the National Market List; and
to provide a transfer agent and registrar for such securities covered by such
Registration Statement no later than the effective date of such Registration
Statement;

(h) use its best efforts to obtain a "cold
comfort" letter or letters from the Company's independent public accountants in
customary form and covering matters of the type customarily covered by "cold
comfort" letters as Purchaser shall reasonably request;

C-6.

<PAGE> 223
(i) notify Purchaser at any time when a
prospectus relating thereto is required to be delivered under the 1933 Act of
the happening of any event as a result of which, or of the Company becoming
otherwise aware that, the prospectus included in such Registration Statement,
as then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and at the request of Purchaser, prepare and furnish to Purchaser a
reasonable number of copies of an amended or supplemental prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such securities
under such Registration Statement, such prospectus shall not include an untrue
statement of a material fact or a misstatement of a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; and

(j) make reasonably available for inspection by
representatives of Purchaser, by any underwriter participating in any
disposition to be effected pursuant to such Registration Statement and by any
attorney, accountant or other agent retained by Purchaser or any such
underwriter, all pertinent financial and other records, pertinent corporate
documents and properties of the Company reasonably requested by such persons in
connection with such Registration Statement.

Purchaser agrees that, upon receipt of any notice from the
Company of the happening of any event described in Section 1.5(i), Purchaser
will forthwith discontinue disposition of such securities pursuant to such
Registration Statement until Purchaser's receipt of the copies of the
supplemental or amended prospectus contemplated by Section 1.5(i), and, as so
directed by the Company, Purchaser will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in
Purchaser's possession, of the prospectus covering such securities covered by
such Registration Statement current at the time of receipt of such notice. In
the event the Company shall give any such notice, the period mentioned in
Section 1.5(a) shall be extended by the number of days during the period from
the date of the giving of such notice pursuant to Section 1.5(i) and through
the date when each seller of such securities covered by such Registration
Statement shall have received the copies of the supplemented or amended
prospectus contemplated by Section 1.5(i).

1.6 Selection of Underwriter. In any registration which
is being effected as a result of a Demand by Purchaser pursuant to Section 1.2,
Purchaser shall have the exclusive right to designate the managing underwriter
or underwriters with

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<PAGE> 224
respect to the related offer, which underwriter or underwriters must be
reasonably acceptable to the Company. In all other registrations, the Company
shall select, in its sole discretion, the managing underwriter or underwriters
with respect to the related offering of the Common Stock.

1.7 Indemnification.

(a) The Company will, and does hereby undertake to,
indemnify and hold harmless Purchaser, each of Purchaser's officers, directors
and affiliates, and each person controlling Purchaser, with respect to any
registration, qualification, listing, or compliance effected pursuant to this
Section 1, and each underwriter, if any (including any broker or dealer which
may be deemed an underwriter), and each person who controls any underwriter
(including any such broker or dealer), of the Registrable Securities held by or
issuable to Purchaser, against all claims, losses, damages, liabilities and
expenses, joint or several (or actions in respect thereto whether or not a
party thereto), to which they may become subject under the 1933 Act, the
Securities Exchange Act of 1934, as amended, (the "1934 Act"), or other
federal, state or common law, or otherwise, arising out of or based on (i) any
untrue statement (or alleged untrue statement) of a material fact contained in
any preliminary, final or summary prospectus, offering circular, or other
similar document or any amendment or supplement thereto (including any related
Registration Statement, notification, or the like) incident to any such
registration, qualification, listing, or compliance, or arising out of or based
upon any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (ii) any violation or alleged violation by the Company of any
federal, state or common law, rule or regulation applicable to the Company in
connection with any such registration, qualification, or compliance, and will
reimburse, as incurred, Purchaser, each such underwriter, and each such
director, officer, affiliate and controlling person, for any legal and any
other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability, or action (whether or not
the indemnified party is a party to any proceeding); provided that the Company
will not be liable in any such case to the extent that any such claim, loss,
damage, liability or expense arises out of or is based on any untrue statement
or omission based upon written information furnished to the Company by an
instrument duly executed by Purchaser or by such underwriter and stated to be
specifically for use therein. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of Purchaser or any
other indemnified party and shall survive the transfer of such securities by
Purchaser.

C-8.

<PAGE> 225
(b) Purchaser will indemnify the Company, each of
its directors, and each officer who signs a Registration Statement in
connection therewith, and each person controlling the Company, each
underwriter, if any, and each person who controls any underwriter, of the
Company's securities covered by such a Registration Statement, against all
claims, losses, damages, liabilities and expenses, joint or several (or actions
in respect thereto whether or not a party thereto) arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact contained
in any such Registration Statement, preliminary, final or summary prospectus,
offering circular, or other document, or any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse, as incurred,
the Company, each such underwriter and each such director, officer, partner,
and controlling person, for any legal or any other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage,
liability or action (whether or not the indemnified party is a party to any
proceeding), in each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged
omission) was made in such Registration Statement, preliminary, final or
summary prospectus, offering circular or other document, in reliance upon and
in conformity with written information furnished to the Company by an
instrument duly executed by Purchaser and stated to be specifically for use
therein; provided, however, that the liability of Purchaser hereunder shall be
limited to the net proceeds received by Purchaser from the sale of securities
under such Registration Statement.

(c) Each party entitled to indemnification under
this Section 1.6 (the "Indemnified Party") shall give notice to the party
required to provide such indemnification (the "Indemnifying Party") of any
claim as to which indemnification may be sought promptly after such Indemnified
Party has actual knowledge thereof, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom;
provided that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be subject to approval by the Indemnified
Party (whose approval shall not be unreasonably withheld) and the Indemnified
Party may participate in such defense at the Indemnifying Party's expense if
representation of such Indemnified Party would be inappropriate due to actual
or potential differing interests between such Indemnified Party and any other
party represented by such counsel in such proceeding; and provided further that
the failure of any Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations under this Section 1,
except to the extent that such

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failure to give notice shall materially adversely affect the Indemnifying Party
in the defense of any such claim or any such litigation. No Indemnifying
Party, in the defense of any such claim or litigation, shall except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff therein, to such Indemnified Party, of a
full and final release from all liability in respect to such claim or
litigation.

(d) Indemnification similar to that specified in
this Section 1.7 (with appropriate modifications) shall be given by the Company
and Purchaser with respect to any required registration or other qualification
of securities under any federal or state law or regulation or governmental
authority other than the 1933 Act.

(e) If recovery is not available under the
foregoing indemnification provisions of this Section 1.7 for any reason other
than as expressly specified therein, the parties entitled to indemnification by
the terms thereof shall be entitled to contribution to liabilities and
expenses. In determining the amount of contribution which the respective
parties are entitled, there shall be considered the relative fault of each
party in connection with the statements or omissions which resulted in such
claims, losses, damages or actions, as well as other equitable considerations
appropriate under the circumstances. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Notwithstanding anything in this section 1.7(e),
Purchaser will not be obligated to make contributions which in the aggregate
exceeds the amount for which it would have been liable pursuant to Section
1.7(b) had indemnification been available thereunder.

(f) The obligations of the parties under this
Section 1.7 shall be in addition to any liabilities which any party may
otherwise have to any other party.

1.8 Information by Purchaser. Purchaser shall furnish to
the Company such information regarding Purchaser and the distribution proposed
by Purchaser as the Company may reasonably request in writing and as shall be
required in connection with any registration, qualification, or compliance
referred to in this Section 1.

1.9 Transfer of Registration Rights. The rights,
contained in Sections 1.2 and 1.3 hereof, to cause the Company to register the
Registrable Securities, may be assigned or otherwise

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<PAGE> 227
conveyed to a transferee or assignee of Registrable Securities, provided that
such transferee or assignee (or, if such transferee or assignee is Infinity or
a wholly-owned subsidiary of Infinity, together with Infinity and other
wholly-owned subsidiaries of Infinity) acquires at least 500,000 shares of the
Common Stock constituting Registrable Securities held by the transferring
holder, and, provided further, that the Company is given written notice by the
transferor at the time of or within a reasonable time after said transfer,
stating the name and address of said transferee or assignee and identifying the
securities with respect to which such registration rights are being assigned.

1.10 Limitations on Subsequent Registration Rights. From
and after the date of this Agreement, the Company shall not, without the prior
written consent of Purchaser, enter into any agreement with any holder or
prospective holder of any securities of the Company which would allow such
holder or prospective holder to (a) require the Company to effect a
registration under terms and conditions inconsistent with Purchaser's
registration rights under Sections 1.2 or 1.3 hereof, or (b) include any
securities in any registration filed under Section 1.3 hereof, unless, under
the terms of such agreement, such holder or prospective holder may include such
securities in any such registration only to the extent of such holder's
allocable portion consistent with Section 1.3(b); provided, however, that the
Company may grant rights to demand registrations under which such holders shall
have priority (prior to allocation among Purchaser and other holders possessing
"piggyback" registration rights, but not prior to Purchaser's Demand rights
under Section 1.2 hereof).

1.11 Rule 144 Reporting. With a view to making available
to Purchaser the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:

(a) at all times make and keep public information
available, as those terms are understood and defined in SEC Rule 144 or any
similar or analogous rule promulgated under the 1933 Act;

(b) file with the SEC, in a timely manner, all
reports and other documents required of the Company under the 1933 Act and 1934
Act; and

(c) so long as Purchaser owns any Registrable
Securities, furnish to Purchaser forthwith upon request: a written statement
by the Company as to its compliance with the reporting requirements of said
Rule 144 of the 1933 Act, and of

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the 1993 Act and the 1934 Act; a copy of the most recent annual or quarterly
report of the Company; and such other reports and documents as Purchaser may
reasonably request in availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.

SECTION 2

RESTRICTIONS ON TRANSFER

2.1 Definition of "Transfer". For purposes of this
Section 2, the term "Transfer" includes any sale, transfer, pledge,
hypothecation, assignment, encumbrance or other disposition to any person.

2.2 Restrictions on Transfer of Purchase Warrant and
Management Warrant. The Purchaser and the Company agree that, subject to
compliance with all applicable securities laws, Purchaser may Transfer the
Purchase Warrant or Management Warrant, or any portion thereof, (a) to any
wholly-owned subsidiary of Purchaser or to Infinity or any wholly-owned
subsidiary of Infinity and (b) to any other person or entity to the extent that
the right to acquire shares of Common Stock has vested pursuant to the terms of
the Purchase Warrant or Management Warrant, respectively, provided that such
transferee agrees in writing to be bound by the provisions of Section 2.3 with
respect to the shares of Common Stock issued upon exercise of either such
Warrant as if such transferee were the "Purchaser" referred to therein.

2.3 Restrictions on Transfer of Registrable Securities.
The Purchaser agrees to the following contractual restrictions (which shall be
in addition to any restrictions on transfer imposed by applicable securities
laws) on any Transfer of the Registrable Securities:

(a) The Purchaser shall not Transfer any of the
Registrable Securities under any circumstances for a period of one (1) year
following the date hereof;

(b) If the Company terminates the Management
Agreement other than pursuant to Section 3.2(b) or (c) thereof, there shall be
no restrictions on Transfer of the Registrable Securities except the one-year
restriction set forth in (a) above;

(c) If the Manager terminates the Management
Agreement, or if the Company terminates the Management Agreement pursuant to
Section 3.2(b) or (c) thereof, the Purchaser may

C-12.

<PAGE> 229
Transfer without contractual restriction such of the Registrable Securities as
Purchaser could, pursuant to Section 2.3(d), permissibly Transfer immediately
prior to such termination, and may additionally Transfer all of the other
Registrable Securities without contractual restriction upon the earlier of (i)
one year following such termination and (ii) five years after the date hereof;
and

(d) If the Management Agreement is not
terminated, upon and after two years following the date hereof, the Purchaser
may sell in the aggregate twenty-five percent (25%) of the sum of (i) the
Registrable Securities then held by the Purchaser plus (ii) any Registrable
Securities which, at the time of calculating such percentage amount, could then
be acquired by the Purchaser upon exercise of the Purchase Warrant and the
Management Warrant; and such percentage amount shall be increased by
twenty-five percent (25%) on each subsequent anniversary date thereafter (i.e.,
fifty percent (50%) on the third anniversary of the date hereof, seventy-five
percent (75%) on the fourth anniversary of the date hereof, and one hundred
percent (100%) on the fifth anniversary of the date hereof).

SECTION 3

MISCELLANEOUS

3.1 Entire Agreement. This Agreement, the Securities
Purchase Agreement, the Purchase Warrant, the Management Agreement, the
Management Warrant, the Stock Purchase Agreement (as defined in the Management
Agreement) and the Voting Agreement (as defined in the Securities Purchase
Agreement) constitute the entire agreement of the parties and supersede all
prior written or oral agreements, contemporaneous oral agreements,
understandings and negotiations between the parties with respect to the subject
matter hereof.

3.2 Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.

3.3 Amendments and Waivers. This Agreement may not be
modified, amended or waived except by written document specifically identifying
this Agreement and signed by the parties, except that waivers may be effected
by such written document if only signed by the party against which such waiver
is sought to be enforced.

C-13.

<PAGE> 230
3.4 Headings. The headings included in this Agreement
are for convenience of the parties only and shall not affect the construction
or interpretation of this Agreement.

3.5 Attorneys' Fees. In the event of litigation or other
proceeding in connection with or related to this Agreement, the prevailing
party in such litigation or proceeding shall be entitled to reimbursement from
the opposing party of all reasonable expenses, including without limitation
reasonable attorney fees and expenses of investigation in connection with such
litigation or proceeding.

3.6 Notices. All notices hereunder shall be in writing
and shall be given to the respective parties by U. S. mail, personal delivery,
or facsimile transmission to their respective addresses as follows:

If to the Company: Westwood One, Inc.
9540 Washington Boulevard
Culver City, California 90232
Attention: Mr. Norman J. Pattiz
Facsimile: (310) 840-0834

with a copy to: Riordan & McKinzie
5743 Corsa Avenue, Suite 116
Westlake Village, California 91362
Attention: Lawrence C. Weeks, Esq.
Facsimile: (818) 706-2956

If to Purchaser: Infinity Network Inc.
c/o Infinity Broadcasting Corporation
600 Madison Avenue, 4th Floor
New York, New York 10022
Attention: Mr. Farid Suleman
Facsimile: (212) 898-2959

with a copy to: Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Richard D. Bohm, Esq.
Facsimile: (212) 909-6836

All such notices shall be deemed effective upon receipt.

3.7 Successors and Assigns. Subject to Section 1.9 and
Section 2 hereof, this Agreement shall be binding upon the parties hereto and
their respective successors and permitted assigns. The Company may not assign
its rights under this Agreement without the prior written consent of Purchaser.

C-14.

<PAGE> 231
3.8 Remedies, Waivers. No failure or delay on the part
of any party in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given. The parties to this Agreement acknowledge and agree that the breach of
any of the terms of this Agreement will cause irreparable injury for which an
adequate remedy at law is not available. Accordingly, it is agreed that either
party shall be entitled to an injunction, restraining order or other equitable
relief to prevent breaches of this Agreement and to enforce specifically the
terms and provisions hereof in any court of competent jurisdiction in the
United States or any state thereof, without the requirement of posting any
bond. All rights and remedies existing under this Agreement are cumulative to
and not exclusive of, any rights or remedies available under this Agreement or
otherwise.

3.9 Severability. In the event that any provision of
this Agreement or the application of any provision hereof is declared to be
illegal, invalid or otherwise unenforceable by a court of competent
jurisdiction, such provision shall be reformed, if possible, to the extent
necessary to render it legal, valid and enforceable, or otherwise deleted, and
the remainder of this Agreement shall not be affected except to the extent
necessary to reform or delete such illegal, invalid or unenforceable provision.

3.10 Termination. The provisions of this Agreement shall
terminate and be of no further effect upon the earlier to occur of (a) the
mutual consent of the Company and Purchaser and (b) Purchaser ceasing to own or
have rights to acquire Registrable Securities.

3.11 Further Assurances. Each party shall cooperate and
take such action as may be reasonably requested by the other party in order to
carry out the provisions and purposes of this Agreement and the transactions
contemplated hereby.

3.12 Counterparts. This Agreement may be executed in two
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.

C-15.

<PAGE> 232
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed by their respective officers, duly authorized for such
purpose, as of the date first written above.

WESTWOOD ONE, INC.

By: ___________________________________
Name: _____________________________
Title: ____________________________

INFINITY NETWORK INC.

By: ___________________________________
Name: _____________________________
Title: ____________________________

C-16.

<PAGE> 233
Appendix B

SECURITIES PURCHASE AGREEMENT

dated as of

November 4, 1993

by and among

Westwood One, Inc.

and

Infinity Network Inc.

_________________________________________

5,000,000 Shares of
Common Stock
and
Common Stock Purchase Warrants
to purchase up to an aggregate of
3,000,000 shares of
Common Stock

_________________________________________

<PAGE> 234
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1 Purchase and Sale of the Securities . . . . . . . . . . . . . . . . . 2
1.1 Purchase and Sale of the Securities . . . . . . . . . . . . . . . . . 2
1.2 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2 Representations and Warranties of the Company . . . . . . . . . . . . 2
2.1 Organization; Articles and Bylaws . . . . . . . . . . . . . . . . . . 2
2.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Authorization and Enforceability . . . . . . . . . . . . . . . . . . 3
2.4 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.5 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.6 No Conflicts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.7 Financial Statements and SEC Reports. . . . . . . . . . . . . . . . . 4
2.8 Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . 5
2.9 No Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . 6
2.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.11 Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.12 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . 7
2.13 Employment, Severance and Termination Agreements . . . . . . . . . . 8
2.14 Environmental Laws and Regulations . . . . . . . . . . . . . . . . . 8
2.15 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . 9
2.16 Westinghouse Debt . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.17 Bank Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.18 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.19 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3 Representations and Warranties of Purchaser . . . . . . . . . . . . . 10
3.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.2 Authorization and Enforceability . . . . . . . . . . . . . . . . . . 10
3.3 No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.4 Investment Intent . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.5 Unregistered Securities . . . . . . . . . . . . . . . . . . . . . . . 11
3.6 Status and Knowledge . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 4 Conduct of Business Pending Closing . . . . . . . . . . . . . . . . . 11
4.1 Ordinary Course . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.2 No Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.3 No Dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.4 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.5 Mortgages, Liens and Other Encumbrances . . . . . . . . . . . . . . . 12
</TABLE>

<PAGE> 235
TABLE OF CONTENTS

<TABLE>
<CAPTION> Page
----
<S> <C> <C> <C>
4.6 Waiver of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.7 Material Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.8 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . 12
4.9 Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.10 Access by Infinity and the Purchaser . . . . . . . . . . . . . . . . 12
4.11 Copies of Filings, Etc. . . . . . . . . . . . . . . . . . . . . . . . 13
4.12 No Solicitation . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 5 Conditions Precedent to Purchaser's Obligations . . . . . . . . . . . 13
5.1 Accuracy of Representations and Warranties . . . . . . . . . . . . . 14
5.2 Compliance with Securities Laws . . . . . . . . . . . . . . . . . . . 14
5.3 Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.4 Closing of Acquisition . . . . . . . . . . . . . . . . . . . . . . . 14
5.5 Stockholder Approval . . . . . . . . . . . . . . . . . . . . . . . . 14
5.6 HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.7 Certain Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.8 Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . 14
Section 6 Conditions Precedent to the Company's Obligations . . . . . . . . . . 15
6.1 Accuracy of Representations and Warranties . . . . . . . . . . . . . 15
6.2 Reciprocal Conditions . . . . . . . . . . . . . . . . . . . . . . . . 15
6.3 Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . 15
6.4 Closing of Acquisition . . . . . . . . . . . . . . . . . . . . . . . 15
Section 7 Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . 15
7.1 No Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.2 Legend Requirement . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 8 Survival; Indemnification . . . . . . . . . . . . . . . . . . . . . . 16
8.1 Survival of Representations and Warranties . . . . . . . . . . . . . 16
8.2 General Indemnification . . . . . . . . . . . . . . . . . . . . . . . 17
Section 9 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.2 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.3 Waiver and Amendment . . . . . . . . . . . . . . . . . . . . . . . . 19
9.4 Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.6 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

EXHIBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -i-
</TABLE>

<PAGE> 236
SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is
entered into as of November 4, 1993, by and between Westwood One, Inc., a
Delaware corporation (the "Company"), and Infinity Network Inc., a Delaware
corporation ("Purchaser").

R E C I T A L S

A. Pursuant to the terms of that certain Stock Purchase
Agreement (the "Purchase Agreement") dated of even date herewith among Unistar
Communications Group, Inc., a Delaware corporation ("UCG"), Unistar Radio
Networks, Inc., a Delaware corporation and a wholly-owned subsidiary of UCG
("Unistar"), Infinity Broadcasting Corporation, a Delaware corporation and
owner of all of the issued and outstanding stock of the Purchaser ("Infinity"),
and the Company, the Company agreed to acquire the stock of Unistar (the
"Acquisition"). The consummation of the transactions contemplated by this
Agreement is a condition to the obligations of the Company, UCG and Infinity
under the Purchase Agreement.

B. In connection with the Acquisition, the Company and
Infinity will enter into a Management Agreement (the "Management Agreement")
pursuant to which Infinity will manage the business and operations of the
Company (including the business and operations acquired pursuant to the
Acquisition), subject to the terms and conditions thereof.

C. Accordingly, in order to facilitate the consummation
of the Acquisition, the Company wishes to sell to Purchaser, and Purchaser
desires to purchase from the Company, upon the terms and conditions set forth
herein, 5,000,000 shares (the "Shares") of the Company's Common Stock, par
value $0.01 per share (the "Common Stock"), and a common stock purchase warrant
to purchase up to an aggregate of 3,000,000 shares of Common Stock at a per
share exercise price of $3.00, substantially in the form of Exhibit A attached
hereto (the "Warrant"). The Shares and the Warrant are sometimes referred to
herein as the "Securities."

A G R E E M E N T

NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

<PAGE> 237
Section 1
Purchase and Sale of the Securities

1.1 Purchase and Sale of the Securities. Upon the terms
and subject to the conditions contained herein and in reliance on the
representations and warranties contained herein, Purchaser agrees to purchase
the Securities from the Company and the Company agrees to sell the Securities
to Purchaser.

1.2 Purchase Price. The aggregate purchase price for the
Shares and the Warrant shall be $15,000,000.

1.3 Closing. The closing of the sale of the Securities
(the "Closing") shall occur concurrent with the closing of the Acquisition at
the location of such Acquisition closing. The date of the Closing is sometimes
herein referred to as the "Closing Date." At the Closing, (a) the Company
shall deliver to Purchaser a stock certificate registered in Purchaser's name
evidencing the Shares and an executed Warrant (for delivery by the Purchaser to
Infinity or its designated affiliate), and (b) Purchaser shall deliver the
purchase price specified in Section 1.2 to the Company by a wire transfer of
same day funds.

Section 2
Representations and Warranties of the Company

The Company represents and warrants to Purchaser as follows:

2.1 Organization; Articles and Bylaws. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, and has all requisite power and authority to
carry on its business as currently conducted, to own and hold its properties,
to enter into this Agreement and the Purchase Agreement, the Management
Agreement, the Registration Rights Agreement attached as Exhibit E to the
Purchase Agreement, the Voting Agreement attached as Exhibit D to the Purchase
Agreement and the Warrant (collectively, the "Other Agreements"), to offer,
sell and issue the Securities and to carry out and otherwise perform its
obligations hereunder and thereunder. The Company is duly qualified or
licensed to do business as a foreign corporation in good standing in all other
jurisdictions in which the ownership of its property or the conduct of its
business requires such qualification, except for such jurisdictions wherein the
failure to be so qualified would not materially and adversely affect the
Company.

<PAGE> 238
2.2 Capitalization.

(a) The total authorized capital stock of the
Company consists of 117,000,000 shares of Common Stock, 3,000,000 shares of
Class B Stock, par value $.01 per share (the "Class B Stock"), and 10,000,000
shares of Preferred Stock, par value $.01 per share. At the date of this
Agreement, the only outstanding stock of the Company is 14,748,624 shares of
Common Stock and 351,733 shares of Class B Stock. Immediately following the
Closing, all of the issued and outstanding shares of Common Stock, including,
without limitation, the Shares, and of Class B Stock will be duly authorized
and validly issued, fully paid and nonassessable and free of any preemptive or
other similar rights to subscribe for or to purchase any shares of capital
stock of the Company. Immediately following the Closing, the Purchaser will
receive the Shares free and clear of any claims, liens, rights, restrictions,
security interests or encumbrances of any kind, other than liens or
encumbrances imposed as a result of actions of Purchaser. Except as
contemplated by the Acquisition and the transactions contemplated thereby, or
by this Agreement and the Warrant, and except as described in the Company's
Annual Report to the Securities and Exchange Commission (the "Commission") on
Form 10-K for the year ended November 30, 1992 (the "1992 10-K"), or as shown
on Schedule 2.2, there are (i) no outstanding securities or obligations of the
Company convertible or exchangeable into any equity securities of the Company,
(ii) no outstanding subscriptions, warrants, rights, options, contracts, calls,
commitments, agreements or arrangements of any kind whatsoever to subscribe for
or purchase, or obligations to issue, any such equity securities or any such
convertible or exchangeable securities or obligations and (iii) no voting
trusts or other agreements or undertakings to which the Company or Norman J.
Pattiz is a party with respect to the voting of the capital stock of the
Company other than the Voting Agreement. No person has any preemptive or
similar rights with respect to any issuance of equity securities by the
Company. Except as set forth on Schedule 2.2, the Company is not a party to
any agreement that grants any person demand or piggyback registration rights
with respect to any securities of the Company.

(b) When the Warrant is exercised in whole or in
part, the shares of Common Stock issued on exercise of the Warrant pursuant to
the terms thereof will be duly authorized and validly issued, fully paid and
non-assessable, and Purchaser will receive those shares of Common Stock free
and clear of any liens or encumbrances, other than liens or encumbrances
imposed as a result of actions of Purchaser.

2.3 Authorization and Enforceability. The execution and
delivery of this Agreement and the Other Agreements by the Company, and the
consummation by the Company of the transactions contemplated hereby and
thereby, have been duly authorized by the

<PAGE> 239
Board of Directors of the Company, and no other corporate proceedings on the
part of the Company are necessary to authorize this Agreement and the Other
Agreements or the transactions contemplated hereby or thereby, other than the
approval thereof by the stockholders of the Company as provided in Section 5.8
of the Purchase Agreement (which approval is a condition to the obligations of
the Company hereunder and under the Purchase Agreement). This Agreement and
the Stock Purchase Agreement constitute, and the other Other Agreements shall
upon execution and delivery by the Company at the Closing constitute, the
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms.

2.4 Litigation. There are no actions, suits or other
legal proceedings pending or, to the best knowledge of the Company, threatened,
against the Company that might have a material adverse effect on the Company,
or which might seek to restrain, enjoin, prevent or hinder the Company from
performing its obligations under this Agreement or any of the Other Agreements,
or the consummation of the transactions contemplated hereby or thereby.

2.5 Consents. All consents, qualifications, orders,
approvals or authorizations of, or filings with, any governmental authority
required in connection with the Company's execution, delivery and performance
of this Agreement and the Other Agreements, the offer, sale and issuance of the
Securities by the Company and the consummation of any other transaction
contemplated on the part of the Company hereby and by the Other Agreements,
have been duly obtained and are currently effective.

2.6 No Conflicts. Neither the execution of this Agreement
or any of the Other Agreements, nor the offer, sale and issuance of the
Securities or the performance by the Company of the transactions contemplated
hereby or thereby, will conflict with the terms of, or accelerate the vesting
or payment of any obligation under, (a) the Company's Certificate of
Incorporation or Bylaws or (b) any mortgage, indenture, contract, agreement,
instrument, judgment, decree, order, statute, rule or regulation to which the
Company is subject.

2.7 Financial Statements and SEC Reports. The Company has
filed with the Commission all reports and documents required to be so filed
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in
respect of all periods subsequent to November 30, 1992, all of which have
complied in all material respects with the applicable requirements of the
Exchange Act and the rules and regulations of the Commission promulgated
thereunder. The Company has delivered to Purchaser true and correct copies of
(a) the Company's Annual Report on Form 10-K for the fiscal year ended November
30, 1991 and the fiscal year ended November 30, 1992 (the "1992 10-K"), (b) the

<PAGE> 240
Company's quarterly reports on Form 10-Q for the periods ended February 28,
1993, May 31, 1993 and August 31, 1993, (c) the Company's proxy statements
relating to all meetings of its stockholders held during 1991, 1992 and 1993,
and (d) all other reports and other documents filed by the Company with the
Commission pursuant to the Exchange Act since November 30, 1992 (collectively,
the "SEC Filings"). As of their respective dates of filing, the SEC Filings
did not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading. Without limiting the foregoing, (i) the financial statements
contained in the 1992 10-K (including the notes thereto) were prepared in
accordance with generally accepted accounting principles consistently applied
(except as otherwise stated in the report of Price Waterhouse, independent
accountants to the Company, dated February 15, 1993) and fairly present the
consolidated financial condition of the Company and its subsidiaries, and the
consolidated results of operations of the Company and its subsidiaries, at the
dates, and for the periods, to which they relate, and (ii) the financial
information contained in the Company's quarterly reports on Form 10-Q for the
periods ended February 28, 1993, May 31, 1993 and August 31, 1993 has been
derived from consolidated financial statements of the Company and its
subsidiaries which were prepared in accordance with generally accepted
accounting principles applied on a basis consistent with the manner in which
they were applied in preparing the financial statements included in the 1992
10-K, and fairly present the consolidated financial condition, and consolidated
results of operations, of the Company and its subsidiaries at the dates, and
for the periods, to which they relate, subject to condensation, the absence of
notes thereto and normal year-end adjustments.

2.8 Absence of Certain Changes. Since August 31, 1993,
there has not occurred: (a) any material adverse change in the Company or its
financial condition, results of operations, properties or assets; (b) any sale
or other disposition of any assets of the Company, other than sales or
dispositions made in the ordinary course of business and consistent with prior
practice and other than sales or dispositions of assets being held for sale as
of August 31, 1993 (including the Company's WOSGI Subsidiaries (as defined in
Section 2.16) and the Company's AQLD facility); (c) any creation of a mortgage,
pledge, security interest, encumbrance, lien or charge of any kind upon any
properties or assets of the Company except in the ordinary course of business
and consistent with prior practice and except with regard to any liens or
encumbrances created pursuant to the Restated Westinghouse Debt (as defined
below); (d) any material write-offs or write-downs of accounts receivable or
other assets of the Company; (e) any material borrowings relating to the
Company; (f) any damage, destruction or loss, which is not

<PAGE> 241
adequately covered by insurance, which could materially and adversely affect
the Company; (g) any adoption or material modification of any Employee Benefit
Plan (as defined in Section 2.11) made to, for or with any employees of the
Company; (h) except with respect to the Employment Agreement of Norman J.
Pattiz dated October 18, 1993 (the "Pattiz Agreement"), any material increase
in compensation payable or to become payable by the Company to any of its
employees or in benefits under any Employee Benefit Plan, in each case other
than increases made in the ordinary course of business, and no severance
payment has been made or promised to any such employees by the Company; (i) any
material change in the method of allocation of expenses, liabilities or income
of the Company or any other material change in the method of accounting or
accounting practices of the Company; (j) any material amendment, termination,
waiver or cancellation of any substantial right relating to the Company other
than in the ordinary course of business; (k) any material capital expenditures
or commitments relating to the Business for any addition to property, plant or
equipment; (l) declaration, payment or set aside of any sum or property for any
dividend or other distribution to its stockholders, purchase or redemption of
any shares of its capital stock or any option, warrant or right to purchase any
such capital stock or reclassified its capital stock; (m) any issuance of
equity securities or securities convertible into or exchangeable for any equity
securities of the Company, except with regard to the issuance of options to Mr.
Pattiz in accordance with the terms of the Pattiz Agreement and options issued
to employees of the Company in the ordinary course of business; (n) any
transaction with an affiliate of the Company other than in the ordinary course
of business and on terms no less favorable than could be obtained on an
arm's-length basis; and (o) any agreement to take any action described in this
Section 2.8, other than borrowing agreements to obtain financing for the
Acquisition. Since August 31, 1993, the Company has conducted its business in
the ordinary course consistent with past practice.

2.9 No Undisclosed Liabilities. To the Company's best
knowledge, as of August 31, 1993, there was no liability or obligation of the
Company of any nature, whether absolute, accrued, contingent or otherwise,
which, individually or in the aggregate, is material to the Company, other than
liabilities and obligations reflected or reserved against on the balance sheet
included in the quarterly report on Form 10-Q for the period ended August 31,
1993, liabilities and obligations not required by generally accepted accounting
principles to be disclosed or reserved against on such balance sheet and
liabilities and obligations relating to contracts not yet required to be
performed as of August 31, 1993. Since August 31, 1993, the Company has not
assumed or incurred any material liabilities or obligations, except liabilities
or obligations assumed or

<PAGE> 242
incurred in the ordinary course of business consistent with past practice.

2.10 Taxes. To the Company's best knowledge, the Company
has filed when due all federal, state, local and foreign tax returns required
by applicable law to be filed with respect to the Company's operations and
assets and paid all amounts set forth thereon; there is no action, suit,
proceeding, investigation, audit or claim now pending against or with respect
to the Company in respect of any tax or assessment, nor is any claim for
additional tax or assessment asserted or, to the Company's best knowledge,
threatened by any such authority; and all material tax liabilities with respect
to the Company (including, without limitation, federal, state, local, foreign,
and other income, franchise, capital stock, employee's income withholding,
foreign pension withholding, social security, unemployment, disability,
payroll, real property, personal property, sales, use, transfer, or other tax,
plus any interest, penalties or other charges in respect of the foregoing) have
been or will be paid for all periods up to and including August 31, 1993 or
have been accrued, reserved against or reflected in the balance sheet included
in the financial statements set forth in the Company's quarterly report on form
10-Q for the quarter ended August 31, 1993 (the "August Balance Sheet").

2.11 Compliance with Law. The Company is not in violation
of any federal, state or local laws, ordinances, regulations or orders
applicable thereto, including without limitation, any applicable building,
zoning, health, sanitation, safety, labor relations or similar laws,
ordinances, regulations or orders relating to the Company, except for
violations which in the aggregate would not have a material adverse effect on
the Company. To the best knowledge of the Company, the Company has not
received any complaint from any governmental authority, and none is threatened,
alleging that the Company has violated any such law, ordinance, regulation or
order in such a manner as would have a material adverse effect on the Company.
The Company owns and possesses all licenses, permits and other authorizations
required by law in connection with the operation of its business, except for
such licenses, permits and other authorizations the failure of which to own or
possess, individually and in the aggregate, would not have a material adverse
effect on the Company.

2.12 Employee Benefit Plans. Schedule 2.12 contains a
complete list of all Employee Benefit Plans. To the best knowledge of the
Company, the Company has timely made all contributions which it was required to
make for each Employee Benefit Plan under the terms of such plan and applicable
law and the provisions of such plan, and all benefit payments due and payable
to plan participants under each Employee Benefit Plan have been made or are
being appropriately processed. To the best

<PAGE> 243
knowledge of the Company, the Company is in all material respects in compliance
with, and each Employee Benefit Plan complies in all material respects with,
ERISA, and as of August 31, 1993, the Company had no material liability under
any such Employee Benefit Plan which was not reflected OR RESERVED AGAINST on
the August Balance Sheet or in the notes thereto. For the purposes hereof, the
term "Employee Benefit Plans" includes all plans, funds, programs, policies,
fringe benefits, perquisites, arrangements, practices, customs and
understandings providing benefits of economic value to any employee, former
employee, consultant, former consultant or present or former beneficiary,
dependent or assignee of any such party, other than regular salary, wages,
commissions or other compensation paid substantially concurrently with the
performance of the services for which paid. Without limitation, the term
"Employee Benefit Plans" includes all employee welfare benefit plans within the
meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and all employee pension benefit plans within the meaning
of Section 3(2) of ERISA.

2.13 Employment, Severance and Termination Agreements.
Except as set forth in Schedule 2.13, the Company is not a party to any
executory employment, termination or severance pay agreement, contract or
understanding with any employee or former employee. The transactions
contemplated by this Agreement and the Other Agreements will not result in the
acceleration, vesting or extension of, nor will it otherwise affect, the rights
of any employee or former employee under any such agreement, contract or
understanding, any award pursuant to any employee benefit or equity-based
compensation plan, or any other compensatory arrangement. The Company has
provided to the Purchaser true and complete copies or descriptions of all
agreements, contracts and understandings listed in Schedule 2.13.

2.14 Environmental Laws and Regulations. To its best
knowledge, the Company is in material compliance with, and has no material
liability under, all applicable federal, state and local laws and regulations
relating to product registration, pollution control and environmental
contamination including, but not limited to, all laws and regulations governing
the generation, use, collection, discharge, or disposal of Hazardous Materials
(as defined below) and all laws and regulations with regard to record keeping,
notification and reporting requirements respecting Hazardous Materials. To the
best knowledge of the Company, (A) the Company has not been alleged to be in
violation of, or has been subject to any administrative or judicial proceeding
pursuant to, such laws or regulations either now or any time during the past
three years, and (B) there are no Claims (as defined below) against the Company
relating to environmental matters including, but not limited to, any Claim
arising from past or present environmental practices asserted under any

<PAGE> 244
Environmental Laws (as defined below), which may have a material adverse effect
on the Company.

For purposes of this Section 2.14, the following terms shall
have the following meanings:

2.15 Transactions with Affiliates. Except as set forth on
Schedule 2.15, no stockholder, director, officer or employee of the Company, or
any member of his or her immediate family or any other of its, his or her
affiliates, owns or has a five percent (5%) or more ownership interest in any
corporation or other entity that is or was during the last one year a party to,
or in any property which is or was the subject of, any material contract,
agreement or understanding, business arrangement or relationship with the
Company.

2.16 Westinghouse Debt. The obligations of the parties to
that certain Amended and Restated Credit Agreement dated as of October 17, 1993
(the "Restated Westinghouse Debt") among Westwood One Stations Group, Inc.,
Radio & Records, Inc., Westwood One Stations-LA, Inc. (collectively, the "WOSGI
Subsidiaries") and Westinghouse Electric Corporation is nonrecourse to the
Company and all of its subsidiaries other than the WOSGI Subsidiaries, and no
default or event of default under such indebtedness (other than with respect to
the bankruptcy or insolvency of a WOSGI Subsidiary), or acceleration of such
indebtedness following any such default or event of default, shall cause a
default or event of default under any other

<PAGE> 245
indebtedness of the Company or any subsidiary of the Company other then the
WOSGI Subsidiaries. The indebtedness under the Restated Westinghouse Debt is
not secured by any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind on any of the properties or assets of the Company, other
than assets of the WOSGI Subsidiaries and on the stock thereof.

2.17 Bank Debt. The Company's indebtedness for borrowed
money, including any capital lease obligations incurred after the date of this
Agreement (but specifically excluding capital lease obligations incurred prior
to the date of this Agreement), guarantees and letters of credit and similar
instruments, but not including the Company's 9% Convertible Senior Subordinated
Debentures maturing 2002 and the Company's 6-3/4% Convertible Subordinated
Debentures maturing 2011, does not exceed $15,000,000.

2.18 Brokers. The Company has paid or shall duly pay any
brokerage commissions, investment banker fees or similar compensation in
connection with the transactions contemplated by this Agreement which it has
agreed to pay.

2.19 Disclosure. This Agreement does not contain any
untrue statement of a material fact and does not omit to state a material fact
necessary in order to make the statements contained herein not misleading in
light of the circumstances under which they are made.

Section 3
Representations and Warranties of Purchaser

Purchaser represents and warrants to the Company as follows:

3.1 Organization. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has all requisite corporate power and authority to enter into
this Agreement and to carry out and otherwise perform its obligations
hereunder.

3.2 Authorization and Enforceability. This Agreement has
been duly executed and delivered by Purchaser and constitutes a legal, valid
and binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms, except to the extent that such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors' rights generally or by general
equitable principles.

3.3 No Conflicts. The execution of this Agreement and the
performance by Purchaser of the transactions contemplated

<PAGE> 246
hereby do not conflict with the terms of (a) Purchaser's Certificate of
Incorporation or Bylaws or (b) any mortgage, indenture, contract, agreement,
instrument, judgment, decree, order, statute, rule or regulation to which
Purchaser is subject.

3.4 Investment Intent. Purchaser is acquiring the
Securities for investment purposes only, and not with a present view for the
resale thereof in connection with any distribution or public offering thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

3.5 Unregistered Securities. Purchaser understands that
the Securities have not been registered under the Securities Act and that,
accordingly, the Securities will not be transferable except pursuant to an
exemption from the registration and prospectus delivery requirement of the
Securities Act or upon satisfaction of such requirement. Purchaser further
acknowledges that the Securities will be subject to the transfer restrictions
set forth in Section 6 below and further acknowledges and agrees that the
instruments and certificates evidencing the Securities and each instrument or
certificate issued in exchange therefor will bear a legend indicating such
restriction on transfer.

3.6 Status and Knowledge. Purchaser represents to the
Company that it is an "accredited investor" (as such term is defined in Rule
501 of Regulation D under the Securities Act). Purchaser acknowledges that it
has been given the opportunity to ask questions and receive answers from the
Company's officers and directors concerning the terms and conditions of the
transactions contemplated hereby, the operations, financial condition and
prospects of the Company and the accuracy of the information contained in any
document provided to Purchaser by the Company.

Section 4
Conduct of Business Pending Closing

From the date of this Agreement until the Closing, the Company
covenants that, except as otherwise consented to in writing by the Purchaser
(which consent shall not be unreasonably withheld), it shall either satisfy or
cause to be satisfied the following:

4.1 Ordinary Course. The Company shall carry on its
business in the ordinary course in substantially the same manner as heretofore
conducted and shall promptly advise the Purchaser of any material, adverse
change in the Company's financial condition or results of operations. The
Company shall not take, or permit to be taken, any action described in Section
2.8 of this Agreement.

<PAGE> 247
4.2 No Acquisitions. The Company shall not acquire or
agree to acquire a substantial portion of the assets of any business or any
corporation, partnership, association or other business organization or
division thereof or otherwise acquire or agree to acquire any assets which are
material in the aggregate to the Company.

4.3 No Dispositions. The Company shall not sell, lease
or otherwise dispose of any assets except in the ordinary course of business
consistent with past practice.

4.4 Employees. The Company shall not grant any material
increase in the compensation payable to any of its employees or any material
benefit increase in any Employee Benefit Plan, except for increases made in the
ordinary course of business consistent with past practice.

4.5 Mortgages, Liens and Other Encumbrances. The Company
shall not create, assume or incur any mortgage, lien, pledge or other
encumbrance of any kind in respect of any property other than mortgages, liens,
pledges or other encumbrances incurred in the ordinary course of business and
other than liens and encumbrances created in connection with the Restated
Westinghouse Debt.

4.6 Waiver of Rights. The Company shall not amend,
terminate or waive any right of substantial value other than in the ordinary
course of business consistent with past practice.

4.7 Material Agreements. The Company shall not enter
into any lease for property or equipment or any agreement material to the
Company, except in the ordinary course of business consistent with past
practice.

4.8 Capital Expenditures. The Company shall not make or
commit to any capital expenditures or commitments exceeding $100,000 in the
aggregate.

4.9 Agreements. The Company shall not commit or agree,
whether in writing or otherwise, to take any action prohibited by this Section
4.

4.10 Access by Infinity and the Purchaser. The Company
agrees that each of Infinity and the Purchaser, and their designated
representatives, attorneys, auditors and agents, shall have reasonable access
following reasonable notice to the books of account, financial and corporate
records, contracts, leases, tax returns, properties and other assets of the
Company and to make copies of such corporate records, reports and other
documents as they may request at any reasonable time during regular business
hours prior to the Closing, and the Company agrees to use all reasonable
efforts to cooperate with such

<PAGE> 248
persons in conducting such examination, except that none of Infinity, the
Purchaser nor any of their designated representatives, attorneys, auditors and
agents shall have access to information regarding advertisers, talent
agreements or affiliation agreements. The Company's officers, employees and
accountants will take such reasonable steps as may be necessary to furnish such
additional financial and operating data and other information (subject to the
exception in the previous sentence) as Infinity or the Purchaser may from time
to time reasonably request. Each of Infinity and the Purchaser and their
designated representatives, attorneys, auditors and agents shall keep all such
information provided pursuant to this Section 4.10 or otherwise confidential
pursuant to that certain letter agreement dated August 20, 1993, between the
Company and Infinity regarding the confidentiality of information supplied by
the Company to Infinity.

4.11 Copies of Filings, Etc. From the date of this
Agreement until the Closing, the Company will deliver to the Purchaser,
promptly upon their becoming available, copies of all financial statements,
reports, notices and proxy statements sent or made available generally by the
Company to the holders of its publicly-traded securities, of all regular and
periodic reports and all registration statements and prospectuses filed by the
Company with the Securities and Exchange Commission and of all press releases
and other statements made available generally by the Company to the public
concerning material developments in the business of the Company or its
subsidiaries.

4.12 No Solicitation. Except as contemplated by the terms
of this Agreement, neither the Company nor any of its officers, directors,
employees, affiliates, representatives or agents shall, directly or indirectly,
solicit or authorize the solicitation of, or initiate discussions or
negotiations with, or, except to the extent required by their fiduciary duties,
participate in discussions or negotiations or otherwise cooperate in any way
with or provide any information to any person concerning (a) the purchase,
lease or other acquisition of all or a substantial portion of the assets of the
Company, (b) the purchase of any of the shares of capital stock of the Company
or (c) the merger, consolidation or other combination of the Company with
another person.

Section 5
Conditions Precedent to Purchaser's Obligations

The obligation of Purchaser to purchase the Securities on the
Closing Date, or at any time thereafter, is subject to the timely fulfillment
on or prior to the Closing Date of the following conditions, any of which may
be waived in whole or in part by Purchaser and which if not waived shall
relieve Purchaser

<PAGE> 249
of its obligation to purchase the Securities and permit Purchaser at its option
to terminate this Agreement without any liability or obligation on the part of
Purchaser:

5.1 Accuracy of Representations and Warranties. The
representations and warranties made or given by the Company in this Agreement
or in any written instrument delivered to Purchaser pursuant to this Agreement
shall be true, correct and complete in all material respects on the date hereof
and on and as the Closing Date as though such representations and warranties
were made and given on and as of the Closing Date; the Company shall have
performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by it on or prior to the Closing Date; and at the Closing,
there shall be delivered to the Purchaser a certificate signed by authorized
officers of the Company to such effect.

5.2 Compliance with Securities Laws. The offering,
issuance and sale of the Securities under this Agreement shall comply with all
applicable requirements of federal and state securities laws.

5.3 Legal Opinion. Purchaser shall have received the
opinion of counsel to the Company in form and substance reasonably satisfactory
to the Purchaser dated as of the Closing and covering such matters as may
reasonably be requested thereby.

5.4 Closing of Acquisition. The Closing of the
Acquisition shall have concurrently occurred and all conditions to the Seller's
obligations thereunder shall have been satisfied or waived by the Seller.

5.5 Stockholder Approval. The conditions set forth in
Section 5.8 of the Purchase Agreement shall have been satisfied.

5.6 HSR Act. All provisions under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, shall have been complied with,
and the waiting period thereunder shall have expired or terminated.

5.7 Certain Proceedings. The Purchaser shall be
reasonably satisfied that the Company will incur no material liability directly
or indirectly arising out of, relating to or in connection with the matters
described in Item 3 of the 1992 10-K.

5.8 Proceedings and Documents. All corporate and other
proceedings and actions taken in connection with the transactions contemplated
hereby and all certificates, agreements, instruments and documents mentioned
herein or

<PAGE> 250
incident to any such transactions shall be reasonably satisfactory in form and
substance to Purchaser.

Section 6
Conditions Precedent to the Company's Obligations

The obligation of the Company to sell the Securities on the
Closing Date, or at any time thereafter, is subject to the timely fulfillment
on or prior to the Closing Date of the following conditions, any of which may
be waived in whole or in part by the Company, and which if not waived shall
relieve the Company of its obligation to sell the Securities, and permit the
Company at its option to terminate this Agreement without any liability or
obligation on its part:

6.1 Accuracy of Representations and Warranties. The
representations and warranties made or given by Purchaser in this Agreement or
in any written instrument delivered to the Company pursuant to this Agreement
shall be true, correct and complete in all material respects on and as of the
Closing Date as though such representations and warranties were made and given
on and as of the Closing Date; and Purchaser shall have performed, satisfied
and complied in all material respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied
with by Purchaser on or prior to the Closing Date.

6.2 Reciprocal Conditions. The conditions set forth in
Sections 5.2, 5.5 and 5.6 hereof shall have been satisfied or waived by the
Company.

6.3 Proceedings and Documents. All corporate and other
proceedings and actions taken in connection with the transactions contemplated
hereby and all certificates, agreements, instruments and documents mentioned
herein or incident to any such transactions shall be reasonably satisfactory in
form and substance to the Company.

6.4 Closing of Acquisition. The Closing of the
Acquisition shall have concurrently occurred and all conditions to the
Company's obligations thereunder shall have been satisfied or waived by the
Company.

Section 7
Transfer Restrictions

The Shares, the Warrant and the shares of Common Stock
issuable upon exercise of the Warrant (the "Warrant Shares") shall be subject
to the following restrictions on transfer:

<PAGE> 251
7.1 No Transfer. None of the Shares, the Warrant nor the
Warrant Shares may be sold, transferred, pledged, hypothecated, assigned or
otherwise encumbered or disposed of (collectively, a "Transfer") unless (a) the
prior written consent of the Company has been obtained, (b) the Transfer is
made pursuant to an effective registration statement under the Securities Act
or pursuant to Rule 144 or Rule 144A under the Securities Act or (c) the
Purchaser shall have delivered to the Company a written opinion of legal
counsel reasonably satisfactory to the Company and to the Company's legal
counsel that an exemption from the registration requirements of the Securities
Act is available and that the proposed Transfer would comply with all
applicable federal and state securities laws. Any attempted Transfer that
fails to comply with this Section 6.1 shall be null and void, ab initio.

7.2 Legend Requirement. Each of the Shares, the Warrant
and the Warrant Shares shall bear a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS.
SUCH SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS OF A
SECURITIES PURCHASE AGREEMENT BETWEEN THE HOLDER HEREOF AND
THE ISSUER, A COPY OF WHICH IS AVAILABLE AT THE ISSUER'S
PRINCIPAL OFFICES, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED, ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

So long as Section 8 of the Voting Agreement remains in effect, each of the
Shares and the Warrant Shares shall also contain a legend setting forth the
restrictions called for thereby.

Section 8
Survival; Indemnification

8.1 Survival of Representations and Warranties. The
representations and warranties contained in Sections 2 and 3 of this Agreement
shall survive the Closing hereunder and shall continue in effect,
notwithstanding any investigation by or on behalf of any of the parties hereto,
until the earlier to occur of (a) eighteen (18) months following the Closing
and (b) ninety (90) days after the receipt by the Purchaser of the Company's
audited financial statements for the fiscal year ended November 30, 1994 (the
"Cutoff Date"), except that any representation or warranty which would
otherwise terminate after the Cutoff Date

<PAGE> 252
shall survive until the final adjudication or settlement of any such matter if
notice of any inaccuracy or breach thereof, including a reasonably detailed
description of such alleged inaccuracy or breach, shall have been given in
writing to the Company or the Purchaser, as the case may be, on or prior to the
Cutoff Date.

8.2 General Indemnification.

(a) Subject to the provisions of Section 8.1
above, the Company shall indemnify and hold harmless the Purchaser from and
against, and shall reimburse the Purchaser on demand for, any claim, loss,
liability, damage or expense, including reasonable attorneys' fees and costs of
appeals (collectively, "Damages"), resulting from any material breach of any
representation or warranty or agreement or covenant on the part of the Company
under or pursuant to this Agreement. Notwithstanding the foregoing, the
Company shall be responsible for any Damages claimed for any breach of any
representation or warranty herein, or indemnification with respect thereto,
only to the extent that the aggregate amount of such Damages claimed for all of
such breaches exceeds $150,000. For purposes of the foregoing, the Purchaser's
Damages in respect of any loss, liability, damage or expense suffered by the
Company shall be (i) to the extent of the Set-Off Amount (as defined in the
next sentence), the greater of (x) Purchaser's actual Damages and (y) 25% of
the dollar amount of such Damages suffered by the Company, and (ii) to the
extent of amounts in excess of the Set-Off Amount, Purchaser's actual Damages.
"Set-Off Amount" shall mean the sum of all amounts paid or payable to the
Company by Infinity or UCG as indemnity pursuant to Section 7.2(a) of the
Purchase Agreement.

(b) The Purchaser shall indemnify and hold
harmless the Company from and against, and shall reimburse such parties on
demand for, any Damages resulting from any breach of any representation,
warranty, agreement or covenant on the part of the Purchaser under or pursuant
to this Agreement. Notwithstanding the foregoing, the Purchaser shall be
responsible for any Damages claimed for any breach of any representation or
warranty herein, or indemnification with respect thereto, only to the extent
that the aggregate amount of such Damages claimed for all of such breaches
exceeds $150,000, provided that the Purchaser's aggregate obligations under
this Section 8.2(b) shall not exceed $15,000,000.

(c) If a third party asserts a claim against any
indemnified party for which indemnification would be available under this
Section 8.2 hereof (a "Claim"), the indemnified party shall promptly give
notice of such Claim, describing such Claim with reasonable specificity, to the
indemnifying party; provided, however, that the failure to give such notice
shall not affect

<PAGE> 253
the right of the indemnified party to indemnification hereunder except to the
extent that such failure prejudices the ability of the indemnifying party to
defend any Claim or take any other remedial action. The indemnifying party
shall be entitled to assume the defense of such Claim, including the employment
of counsel reasonably satisfactory to the indemnified party; provided, however,
that in the event that the indemnified party reasonably determines in good
faith that its interests with respect to such Claim cannot appropriately be
represented by the indemnifying party, such indemnified party shall have the
right to retain separate counsel and to have its expenses reimbursed promptly
with respect to such Claim. In addition, in the event that such indemnifying
party, within a reasonable time after notice of any such Claim, fails to defend
any indemnified party, such indemnified party will (upon further notice to such
indemnifying party) have the right to undertake its defense of such Claim for
the account of such indemnifying party and to have its expenses reimbursed
promptly with respect to such Claim. Regardless of which party is controlling
the defense of any Claim, (i) both the indemnifying party and the indemnified
party shall act in good faith and (ii) no settlement of such Claim may be
agreed to without the written consent of the indemnifying party, which consent
shall not be unreasonably withheld. The controlling party shall deliver, or
cause to be delivered, to the other party copies of all correspondence,
pleadings, motions, briefs, appeals or other written statements relating to or
submitted in connection with the defense of any such Claim, and timely notices
of any hearing or other court proceeding relating to such Claim.

(d) The exclusive remedy available to a party
hereto in respect of the matters covered by subparagraphs (a) and (b) of this
Section 8.2 shall be to proceed in the manner and subject to the limitations
contained in this Section 8.2.

Section 9
Miscellaneous

9.1 Notices. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
hand-delivered, transmitted via facsimile, deposited prepaid for next day
delivery by Federal Express or other similar overnight courier, or mailed first
class postage prepaid, registered or certified mail addressed as follows:

(a) If to the Company, to: Westwood One, Inc.
9540 Washington Boulevard
Culver City, California 90232
Attention: Mr. Norman J. Pattiz
Fax No.: (310) 840-0834

<PAGE> 254
(b) With a copy to: Riordan & McKinzie
5743 Corsa Avenue, Suite 116
Westlake Village, California 91362
Attention: Lawrence C. Weeks, Esq.
Fax No.: (818) 706-2956

(c) If to Purchaser, to: c/o Infinity Broadcasting Corporation
600 Madison Avenue, 4th Floor
New York, New York 10022
Attention: Mr. Farid Suleman
Fax No.: (212) 898-2959

(d) With a copy to: Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Richard D. Bohm, Esq.
Fax No.: (212) 909-6836

Such notices, requests, consents and other communications shall for all
purposes of this Agreement be treated as being effective or having been given,
if delivered personally, upon delivery, if transmitted via facsimile, upon
receipt of confirmation of transmission, if delivered by overnight courier,
upon twenty-four (24) hours after deposit, or, if sent by mail, upon the
earlier of actual receipt or the third day after the same has been deposited in
a regularly maintained receptacle for the deposit of United States mail, and
postage prepaid and addressed as set forth above.

9.2 Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition of invalidity without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

9.3 Waiver and Amendment. No amendment, modification,
termination or waiver of any provision of this Agreement shall be effective
unless the same shall be in writing and signed by the Company and the
Purchaser.

9.4 Parties in Interest. All of the terms and provisions
of this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto.
Neither party may assign its rights and obligations under this Agreement
without the consent of the other party, except the Purchaser may assign such
rights and obligations to any of its affiliates without any such consent.

<PAGE> 255
9.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

9.6 Entire Agreement. This Agreement, together with the
Other Agreements, constitutes the entire agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein
and supersede all prior negotiations, agreements and understandings among the
parties with respect to such subject matter. There are no restrictions,
promises, representations, warranties, covenants, or undertakings, other than
those expressly set forth or referred to herein and therein.

9.7 Counterparts. This Agreement may be executed in two
counterparts with the same effect as if all parties hereto had signed the same
document. All counterparts so executed shall be deemed to be an original,
shall be construed together and shall constitute one agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

COMPANY: WESTWOOD ONE, INC.,
a Delaware corporation

By: ___________________________________
Name: _____________________________
Title: ____________________________

PURCHASER: INFINITY NETWORK INC.,
a Delaware corporation

By: ___________________________________
Name: _____________________________
Title: ____________________________

<PAGE> 256
EXHIBIT

<TABLE>
<S> <C> <C>
Exhibit A - Warrant
</TABLE>

-i-

<PAGE> 257
Warrant to Purchase 3,000,000
Shares of Common Stock

INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE

WESTWOOD ONE, INC.

Void after _______________, 2004

WESTWOOD ONE, INC., a Delaware corporation (the "Company"),
certifies that, for value received, Infinity Broadcasting Corporation, a
Delaware corporation, or a designated affiliated entity (collectively, the
"Manager"), is entitled to purchase, until the close of business on
_____________________, 2004, Three Million (3,000,000) shares of Common Stock,
par value $0.01 per share, of the Company, at a price of $3.00 per share;
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth.

1. Exercisability of Warrant. This Warrant shall become
exercisable in three equal annual installments of One Million (1,000,000)
shares of Common Stock, par value $0.01 per share, of the Company
(appropriately adjusted for stock splits, stock dividends or similar capital
modifications as provided in Section 5 below) on _______________ in each of
1995, 1996 and 1997, provided that this Warrant shall become immediately
exercisable with respect to all shares of Common Stock covered hereby if the
Management Agreement dated __________, 1994 between the Company and the Manager
(the "Management Agreement") is terminated for any reason other than pursuant
to Section 3.2(b) or (c) of the Management Agreement. Installments shall be
cumulative such that this Warrant may be exercised as to any or all of the
Common Stock covered by an installment at any time or

Exhibit A

<PAGE> 258
times after that installment becomes exercisable and until this Warrant
expires.

2. Method of Exercise; Payment; Issuance of New Warrant.

(a) This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, properly
endorsed, at the principal office of the Company in California, Attention:
Secretary, and by (i) the payment to the Company of the then applicable Warrant
Price of the Common Stock being purchased ("Warrant Price" shall mean the price
specified in the first paragraph of this Warrant and such other prices as shall
result from the adjustments specified in Section 5 hereof); and (ii) delivery
to the Company of the form of subscription at the end hereof (or a reasonable
facsimile thereof).

A-2.

<PAGE> 259
4. Fractional Shares. No fractional shares of Common
Stock will be issued in connection with any exercise hereunder but in lieu of
such fractional shares, the Company shall make a cash payment therefor upon the
basis of the Current Market Value (as defined below) of the Common Stock.

5. Number of Shares Receivable Upon Exercise. The
number of shares of Common Stock receivable upon the exercise of this Warrant
is subject to adjustment upon the happening of certain events specified in this
Section 5. For the purposes of this Section 5, the "Warrant Price" referred to
herein shall initially be $3.00 and shall be adjusted and readjusted from time
to time as provided in this Section 5. The holder of this Warrant shall, upon
exercise hereof as provided in Section 2, be entitled to receive the number of
shares of Common Stock determined by multiplying the number of shares of Common
Stock which would otherwise (but for the provisions of this Section 5) be
issuable upon such exercise by a fraction of which (A) the numerator is $3.00
and (B) the denominator is the Warrant Price in effect at the time of such
exercise. The price to be paid for each such share of Common Stock by the
holder shall be the Warrant Price as adjusted pursuant to this Section 5,
provided that the price paid by the holder for any shares of Common Stock upon
exercise of this Warrant shall never be less than $0.01 per share. The Warrant
Price shall be subject to adjustment as follows:

A-3.

<PAGE> 260
corporate action becomes effective, (y) immediately after any additional shares
of Common Stock are deemed to have been issued, such additional shares of
Common Stock shall be deemed to be outstanding, and (z) treasury shares shall
be deemed not to be outstanding.

(b) Extraordinary Dividends and Distributions.
If the Company shall distribute to all holders of its outstanding Common Stock
evidences of indebtedness of the Company, cash (other than a cash distribution
made as a dividend payable or to be payable at regularly scheduled intervals
and payable out of earnings or earned surplus legally available for the payment
of dividends under the laws of the State of Delaware, but only to the extent
that the aggregate of all such dividends paid or declared after the date hereof
does not exceed the consolidated net income of the Company earned subsequent to
the date hereof, as determined in accordance with generally accepted accounting
principles, consistently applied) or assets or securities other than its Common
Stock (including stock of a subsidiary or securities convertible into or
exercisable for such stock but excluding dividends or distributions referred to
in Section 5(a) above) (any such evidences of indebtedness, cash, assets or
securities, the "assets or securities"), then, in each case, the Warrant Price
shall be adjusted by subtracting from the Warrant Price then in effect the
value of the assets or securities that the holder would have been entitled to
receive as a result of such distribution had the Warrant been exercised and the
relevant shares of Common Stock issued in the name of the holder immediately
prior to the record date for such distribution; provided that if, after giving
effect to such adjustment, the Warrant Price would be less than the then par
value of the Common Stock, the Company shall distribute such assets or
securities to the holder as if the holder had exercised the Warrant and the
shares of Common Stock had been issued in the name of the holder immediately
prior to the record date for such distribution. Any adjustment required by
this Section 5(b) shall be made whenever any such distribution is made, and
shall become effective on the date of distribution retroactive to the record
date for the determination of stockholders entitled to receive such
distribution.

A-4.

<PAGE> 261
the effectiveness of such combination or consolidation and (ii) the denominator
of which shall be the number of shares of Common Stock outstanding immediately
after such effectiveness.

(d) Issuance of Additional Shares of Common
Stock. In case the Company at any time or from time to time after the date
hereof shall issue or sell additional shares of Common Stock ("Additional
Shares") for a consideration per share less than the Current Market Value in
effect on the earlier of (i) the date on which the Company enters into a firm
contract for the issuance and sale of such Additional Shares (unless such
contract specifies that the price will be determined at a later date, then such
later date shall apply to this clause (i)) or (ii) the date of actual issuance
or sale of such Additional Shares, then, in each such case, the Warrant Price
in effect immediately prior to such date shall be reduced, concurrently with
such issuance or sale, to a price (calculated to the nearest one cent)
determined by multiplying such Warrant Price by a fraction (x) the numerator of
which shall be the sum of (A) the number of shares of Common Stock outstanding
immediately prior to such issue or sale, plus (B) the number of shares of
Common Stock which the aggregate consideration received by the Company for the
total number of such Additional Shares so issued or sold would purchase at such
Current Market Value, and (xi) the denominator of which shall be the number of
shares of Common Stock outstanding immediately after such issue or sale,
provided that (a) treasury shares shall not be deemed to be outstanding for
purposes of this Section 5(d) and (b) the shares of Common Stock then issuable
(i) pursuant to the terms of this Warrant and the Incentive Stock Option (as
defined in the Management Agreement) and (ii) on conversion of the Company's 9%
Convertible Senior Subordinated Debentures due 2002 issued pursuant to that
certain Indenture dated as of December 15, 1990 (the "9% Convertible Debt")
shall be deemed to be outstanding immediately prior to and after such issue or
sale. Notwithstanding anything contained herein to the contrary, no adjustment
to the Warrant Price shall be made pursuant to this Section 5(d) following the
issuance of Additional Shares pursuant to (xx) Section 5(a) hereof, (xxi) the
exercise of any options or issuance of any shares under any options or purchase
or other rights that are outstanding on or prior to the date hereof and that
were issued pursuant to any of the Company's employee stock option,
appreciation or purchase right plans, (xxii) the exercise of any options or
purchase or other rights or the issuance of any shares under any options or
rights that are granted after the date hereof, whether in accordance with the
terms of any of the Company's employee stock option, appreciation or purchase
right plans or otherwise, so long as the exercise price of any such option,
warrant, subscription or purchase right is not less than the Market Price on
the date that such grant is approved by the Company's Board of Directors or a
duly authorized committee thereof or, if later,

A-5.

<PAGE> 262
the date that such exercise price is established, (xxiii) the exercise of any
other options, warrants or other subscription or purchase rights outstanding on
or prior to the date hereof, including without limitation, this Warrant and the
Stock Incentive Option, (xxiv) the exercise of any conversion or exchange
rights outstanding on or prior to the date hereof issued by the Company,
including without limitation, any such conversion rights relating to the 9%
Convertible Debt, (xxv) the exercise of any conversion or exchange rights
issued by the Company after the date hereof, so long as the conversion or
exchange price is not less than the Market Price on the date that such issuance
is approved by the Board of Directors or a duly authorized committee thereof
or, if later, the date that such conversion or exchange price is established or
(xxvi) the issuance or sale of Additional Shares pursuant to a firmly
underwritten public offering of such shares.

(e) Accountants' Report as to Adjustments. In
each case of any adjustment or readjustment in the Warrant Price, the Company
at its expense will promptly compute such adjustment or readjustment in
accordance with the terms hereof and, upon the reasonable request of the
Manager, cause independent public accountants of recognized national standing
selected by the Company (which may be the regular auditors of the Company) to
verify such computation and prepare a report setting forth such adjustment or
readjustment and showing in reasonable detail the method of calculation thereof
and the facts upon which such adjustment or readjustment is based, including a
statement of (i) the number of shares of Common Stock outstanding or deemed to
be outstanding and (ii) the Warrant Price in effect immediately prior to such
adjustment or readjustment and as adjusted and readjusted (if required by
Section 5) on account thereof. The Company will forthwith mail a copy of each
such report to the holder of this Warrant. The Company will also keep copies
of all such reports at its principal office, and will cause the same to be
available for inspection at such office during normal business hours by any
holder of this Warrant or any prospective purchaser of a Warrant designated in
writing by the holder thereof.

A-6.

<PAGE> 263
Warrant to be increased to an amount that exceeds the amount payable therefor
upon such exercise, (ii) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares upon the exercise of this Warrant from time to time
and (iii) will not take any action which results in any adjustment of the
Warrant Price if the total number of shares of Common Stock issuable after such
action upon the exercise of this Warrant would exceed the total number of
shares of Common Stock then authorized by the Company's certificate of
incorporation and available for the purpose of issue upon such exercise.

(g) Exercise of Warrant in the Event of a
Consolidation, Merger, Sale of Assets, Reorganization, Etc.

(i) In case at any time the Company
shall be a party to any Transaction, then (A) upon the
consummation thereof this Warrant shall become exercisable with
respect to all shares of Common Stock covered hereby (whether
or not it has otherwise become exercisable with respect to such
shares pursuant to Section 1) and shall be deemed to have been
exercised by the holder hereof without any act on the part of
such holder and without any obligation on the part of such
holder to pay the exercise price until presentation of this
Warrant pursuant to clause (B) below, and (B) this Warrant
shall represent the right of such holder to receive (upon
presentation of this Warrant on or within thirty (30) days
after the date of such consummation together with payment of
the aggregate exercise price payable at the time of such
consummation in accordance with Section 2 for all shares of
Common Stock issuable upon such exercise immediately prior to
such consummation), in lieu of the Common Stock issuable upon
exercise of this Warrant prior to such consummation, the cash,
securities and other property to which such holder would have
been entitled upon the consummation of the Transaction if such
older had exercised this Warrant immediately prior thereto.

(ii) The Company will not effect any
Transaction unless, prior to the consummation thereof, each
corporation or entity (other than the Company) which may be
required to deliver any cash, securities or other property upon
the exercise of this Warrant as provided herein shall assume, by
written instrument delivered to the holder of this Warrant, the
obligation to deliver to such holder such cash, securities or
other property as, in accordance with the foregoing provision,
such holder may be entitled to receive.

(h) Notices of Corporate Action. In the event of
any anticipated

A-7.

<PAGE> 264
(i) taking by the Company of a record of
the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive
any dividend or other distribution on such securities, or

(ii) Transaction, or

(iii) voluntary or involuntary
dissolution, liquidation or winding-up of the Company,

6. Definitions. As used herein, the following terms
have the following respective meanings:

Common Stock: The Company's (a) Common Stock, par value $0.01
per share, and (b) Class B Stock, par value $0.01 per share.

A-8.

<PAGE> 265
admitted to trading on any national securities exchange, but is designated as a
national market system security by the National Association of Securities
Dealers, the last trading price of the Common Stock on such date, or (c) if
there shall have been no trading on such date or if the Common Stock is not so
designated, the average of the reported closing bid and asked prices on such
date as shown by the National Association of Securities Dealers Automated
Quotation System.

Registration Rights Agreement: The Registration Rights
Agreement, dated the date hereof, between the Company and the original holder
hereof.

Warrant Price: The meaning specified in Section 5.

A-9.

<PAGE> 266
Warrant, provided that any such transfer of this Warrant is made in accordance
with the Registration Rights Agreement.

10. Replacement of Warrant. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction of any Warrant, upon deliver of an indemnity bond in such
reasonable amount as the Company may determine (or, in the case of any Warrant
held by the original holder hereof or any affiliate thereof or an institutional
holder or any of their respective nominees, of an affidavit of an authorized
officer of such holder, setting forth the fact of such loss, theft or
destruction, which shall be satisfactory evidence thereof and no further
indemnity shall be required as a condition of the execution and delivery of a
new Warrant), or, in the case of any such mutilation, upon the surrender of
such Warrant for cancellation to the Company at its principal office, the
Company at its expense will execute and deliver, in lieu thereof, a new
Warrant, of like tenor. Any Warrant in lieu of which any such new Warrant has
been so executed and delivered by the Company shall not be deemed to be an
outstanding Warrant for any purpose.

A-10.

<PAGE> 267
Attention: Secretary, provided that the exercise of any Warrant shall be
effected in the manner provided in Section 2.

14. Legends. The shares of Common Stock issuable
pursuant to the terms of this Warrant shall contain the legends set forth in
Section 6.2 of the Securities Purchase Agreement dated as of November 4, 1993
by and between the Company and Manager.

DATED as of ____________________, 1994.

WESTWOOD ONE, INC.

By: ______________________________
Name: ________________________
Title: _______________________

A-11.

<PAGE> 268
FORM OF SUBSCRIPTION

[To be signed only upon exercise of the Warrant]

TO WESTWOOD ONE, INC.

The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, _________* shares of Common Stock of WESTWOOD
ONE, INC. and herewith makes payment of $______ therefor, and requests that the
certificates for such shares be issued in the name of, and delivered to,
________________________________, whose address is ____________________________
________________________________________________________________.

Dated: _________________

___________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)

___________________________________
(Address)

____________________

* Insert here the number of shares called for on the face of the Warrant
(or, in the case of a partial exercise, the portion thereof as to
which the Warrant is being exercise), in either case without making
any adjustment for additional shares of the Common Stock or any other
stock or other securities or property or cash which, pursuant to the
adjustment provisions referred to in the Warrant, may be deliverable
upon exercise. In the case of a partial exercise, a new Warrant or
Warrants will be issued and delivered, representing the unexercised
portion of such Warrant, all as provided in the Warrant.

A-12.

<PAGE> 269
FORM OF ASSIGNMENT

[To be signed only upon transfer of the Warrant]

Dated: _________________

___________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)

___________________________________
(Address)

Signed in the presence of:

___________________________________

A-13.

<PAGE> 270

APPENDIX C

November 4, 1993

The Board of Directors
Westwood One, Inc.
9540 Washington Boulevard
Culver City, CA 90232

Gentlemen:

You have requested our opinion as to the fairness to Westwood One, Inc.
("Westwood One" or the "Company"), from a financial point of view, of the
consideration to be paid by Westwood One in connection with the acquisition
(the "Acquisition") of the stock of Unistar Radio Networks, Inc. ("Unistar")
from Unistar Communications Group, Inc. ("Communications") pursuant to the
terms of the Stock Purchase Agreement dated as of November 4, 1993 among
Communications, Unistar, Infinity Broadcasting Corporation ("Infinity") and
Westwood One (the "Stock Purchase Agreement"). In addition to the Acquisition,
Infinity will invest $15 million in Westwood One and manage Westwood One
(together with the Acquisition, the "Transaction"). The agreements relating to
the Transaction include (i) the Stock Purchase Agreement; (ii) the Securities
Purchase Agreement dated as of November 4, 1993 by and among Westwood One and
Infinity together with the forms of warrants deliverable thereunder; (iii) the
form of Voting Agreement to be dated as of the closing of the Acquisition; (iv)
the form of Management Agreement to be dated as of the closing of the
Acquisition by and between Westwood One and Infinity and (v) the form of
Registration Rights Agreement to be dated as of the closing of the Acquisition
by and between Westwood One and Infinity (together with the Stock Purchase
Agreement, the "Transaction Documents").

Pursuant to the Transaction Documents, (i) Westwood One will purchase
Unistar for $16,589,235 in cash and assume $84,710,765 of indebtedness owed to
Unistar's current senior lender (which indebtedness will be paid in full in
connection with the closing of the Acquisition); (ii) Infinity will invest $15
million in cash in Westwood One in exchange for five million shares of Westwood
One common stock, par value $0.01 per share (the "Common Stock"), and a warrant
to purchase three million shares of Common Stock for $3.00 per share; and (iii)
Infinity will arrange for additional bank financing for the Acquisition. In
addition, Infinity will manage Westwood One for (i) $2 million annually with an
annual adjustment based upon a consumer price index; (ii) a bonus of 10% of the
additional earnings before depreciation, amortization, interest and taxes above
$27 million (the "Threshold"), which Threshold shall increase by 10% annually;
and (iii) warrants for 1,500,000 shares of Common Stock granted in units of
500,000 shares with an exercise price of $3.00 per share, $4.00 per share and
$5.00 per share, respectively, exercisable when the price of the Common Stock
reaches $10.00 per share, $15.00 per share and $20.00 per share, respectively.

In arriving at our opinion, we have (i) reviewed the Transaction
Documents and (ii) held discussions with the Company and Infinity concerning

<PAGE> 271
Westwood One, Inc.
Page 2 November 4, 1993

the proposed financing and reviewed certain documents related to the proposed
financing. We also have reviewed financial and other information that was
publicly available or furnished to us by the Company, Unistar and Infinity
including information provided during discussions with management of the
Company, Infinity and Unistar. This information included certain internal
financial analyses and forecasts for the Company and Unistar prepared by the
managements of the Company, Unistar and Infinity, respectively, as well as
certain pro forma internal financial analyses and forecasts for the combined
operations of the Company and Unistar prepared by the managements of the
Company, Unistar and Infinity. In addition, we have reviewed the impact of the
Transaction on earnings attributable to the Company's Common Stock, compared
certain financial and securities data of the Company and Unistar with various
companies whose securities are traded in public markets, reviewed the
historical stock prices and trading volumes of the Common Stock, reviewed
prices and implied multiples paid in certain other business combinations and
conducted such other financial studies, analyses and investigations as we
deemed appropriate for purposes of this opinion.

In rendering our opinion, we have relied upon and assumed, without
independent verification, the accuracy, completeness and fairness of all of the
financial and other information that was available to us from public sources,
that was provided to us by the Company, Infinity and Unistar or their
respective representatives, or that was otherwise reviewed by us and have
further relied upon the assurances of management of the Company, Infinity and
Unistar that they are not aware of any facts that would make such information
inaccurate or misleading with respect to the financial forecasts (including on
a pro forma basis) of the Company and Unistar. Upon the advice of the Company,
Unistar and Infinity, we have assumed the financial forecasts supplied to us
have been reasonably prepared on a basis reflecting the best currently
available estimates and judgment of the management of the Company, Unistar and
Infinity as to the future operating and financial performance of the Company
and Unistar individually and on a combined basis. We have further assumed each
of their respective businesses will perform in accordance with such forecasts.
We did not make any independent evaluation of the assets, liabilities or
operations of the Company or Unistar, nor did we verify any of the information
reviewed by us. We have made no independent investigation of any legal matters
affecting the Company, Infinity or Unistar and have assumed the correctness of
all legal advice given to the Board of Directors of the Company by its counsel.

Our opinion is necessarily based on economic, market, financial and
other conditions as they exist on, and on the information made available to us
as of, the date of this letter. It should be understood that, although
subsequent developments may affect this opinion, we do not have any obligation
to update, revise or reaffirm this opinion. We are expressing no opinion
herein as to the prices at which the Company's Common Stock will actually trade
at any time. Our opinion does not constitute a recommendation to any
shareholder as to how such shareholder should vote on the proposed Transaction.

Donaldson, Lufkin & Jenrette Securities Corporation, as part of its
investment banking services, is regularly engaged in the valuation of
businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements and valuations for estate, corporate and other purposes. In

<PAGE> 272
Westwood One, Inc.
Page 3 November 4, 1993

the past two years, DLJ has received an aggregate of approximately $1,025,000
in connection with various investment banking services rendered to the Company.
In addition, in the past two years, DLJ has performed various investment baking
services for Infinity in matters unrelated to the Transaction for which DLJ has
received an aggregate of approximately $2,107,000. As you know, the parent
company of DLJ, The Equitable Life Assurance Society of the United States,
beneficially owns approximately 9.5% of the Common Stock of the Company.

Based upon the foregoing and, such other factors as we deem relevant,
we are of the opinion that the consideration to be paid by the Company in
connection with the Acquisition is fair to the Company from a financial point
of view.

Very truly yours,

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By: ___________________________
David L. Dennis
Managing Director

3
<PAGE> 273

PROXY WESTWOOD ONE, INC.

PROXY FOR THE JANUARY 28, 1994 SPECIAL MEETING OF SHAREHOLDERS

The undersigned shareholder of Westwood One, Inc., a Delaware corporation
(the "Company"), hereby appoints Bruce E. Kanter and Gary J. Yusko, and each of
them, as proxies with full power of substitution and hereby authorizes them to
represent and to vote, as designated on this card, all the shares of Common
Stock of the Company that the undersigned would be entitled to vote at the
Special Meeting of Shareholders of the Company to be held on January 28, 1994 at
10:00 a.m., Pacific Time, at the Westwood Marquis, 930 Hilgard, Los Angeles,
California, and at any adjournments thereof, with respect to the matters which
are described in the Proxy Statement dated January 7, 1994, receipt of which is
hereby acknowledged.

This proxy, when properly executed, will be voted in the manner indicated
herein by the undersigned, and according to the discretion of the proxies on any
other properly presented business. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 BELOW AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER
PROPERLY PRESENTED BUSINESS.

1. To approve the acquisition by the Company of all of the capital stock of
Unistar Radio Networks, Inc., and in connection therewith, the issuance and sale
of 5,000,000 shares of the Company's Common Stock to Infinity Network Inc.
("INI") and the issuance of certain warrants for up to 4,500,000 additional
shares to INI, the entry into a Management Agreement with Infinity Broadcasting
Corporation for the management of the Company's business and operations, and a
Voting Agreement among the Company, Norman J. Pattiz and INI pursuant to which
the Company's Board of Directors will be reconstituted, all as described in the
Proxy Statement.

/ / FOR / / AGAINST / / ABSTAIN

2. To vote upon any other matter as may properly come before the Special
Meeting or any adjournment or postponement thereof.

(Continued and to be signed and dated on the other side)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WESTWOOD ONE,
INC.
Date: , 1994

Signature of Shareholder

IMPORTANT: Please sign
exactly as your name or
names appear hereon. When
signing on behalf of a
corporation, partnership,
estate, trust or the like,
indicate title of person
signing.

PLEASE SIGN, DATE AND
RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED
ENVELOPE.

<PAGE> 274

PROXY WESTWOOD ONE, INC.

PROXY FOR THE JANUARY 28, 1994 SPECIAL MEETING OF SHAREHOLDERS FOR HOLDERS OF
CLASS B STOCK

The undersigned shareholder of Westwood One, Inc., a Delaware corporation
(the "Company"), hereby appoints Bruce E. Kanter and Gary J. Yusko, and each of
them, as proxies with full power of substitution and hereby authorizes them to
represent and to vote, as designated on this card, all the shares of Class B
Stock of the Company that the undersigned would be entitled to vote at the
Special Meeting of Shareholders of the Company to be held on January 28, 1994 at
10:00 a.m., Pacific Time, at the Westwood Marquis, 930 Hilgard, Los Angeles,
California, and at any adjournments thereof, with respect to the matters which
are described in the Proxy Statement dated January 7, 1994, receipt of which is
hereby acknowledged.

1. To approve the acquisition by the Company of all of the capital stock of
Unistar Radio Networks, Inc., and in connection therewith, the issuance and sale
of 5,000,000 shares of the Company's Common Stock to Infinity Nework Inc.
("INI") and the issuance of certain warrants for up to 4,500,000 additional
shares to INI, the entry into a Management Agreement with Infinity Broadcasting
Corporation for the management of the Company's business and operations, and a
Voting Agreement among the Company, Norman J. Pattiz and INI pursuant to which
the Company's Board of Directors will be reconstituted, all as described in the
Proxy Statement.

/ / FOR / / AGAINST / / ABSTAIN

2. To vote upon any other matter as may properly come before the Special
Meeting or any adjournment or postponement thereof.

(Continued and to be signed and dated on the other side)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WESTWOOD ONE,
INC.
Date: , 1994

Signature of Shareholder

IMPORTANT: Please sign
exactly as your name or
names appear hereon. When
signing on behalf of a
corporation, partnership,
estate, trust or the like,
indicate title of person
signing.

PLEASE SIGN, DATE AND
RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED
ENVELOPE.