TIME BROKERAGE AGREEMENT



      Time Brokerage Agreement (the "Agreement") dated as of July 1,1996, by

and among North Shore Broadcasting Corporation ("North Shore") and Seashore

Broadcasting Corporation ("Seashore"), both New Jersey corporations (hereinafter

referred to as "Licensees") and Nassau Broadcasting Partners, L.P., a Delaware

Limited Partnership (the "Broker").



                                   WITNESSETH:



      WHEREAS, North Shore is authorized to operate Radio Station WOBM (AM),

licensed to Lakewood, New Jersey, and Seashore is authorized to operate Radio

Station WOBM (FM), licensed to Toms River, New Jersey (hereinafter collectively

referred to as the "Stations"), pursuant to licenses issued by the Federal

Communications Commission ("FCC");



      WHEREAS, all owners of the issued and outstanding shares of the capital

stock of the Licensees (the "Shareholders") and Broker have entered into a Stock

Purchase Agreement, dated of even date herewith (the "Purchase Agreement"),

pursuant to which the Shareholders have agreed to sell to Broker all such shares

of capital stock of the Licensees (the "Shares");



      WHEREAS, the parties hereto have carefully considered the FCC's time

brokerage policies and intend that this Agreement in all respects comply with

such policies;



      WHEREAS, Licensees desire to enter into this Agreement to provide an

interim source of diverse programming and income to sustain the operations of

the Stations until the Closing under the Purchase Agreement;

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      WHEREAS, Broker desires to provide an over-the-air program Service to

Monmouth and Ocean Counties, New Jersey, using the facilities of the Stations;



      WHEREAS, Licensees agree to provide time on the Stations to Broker on

terms and conditions that conform to the policies of the Stations and the FCC

for time brokerage arrangements and as set forth herein; and



      WHEREAS, Broker agrees to utilize the facilities of the Stations solely to

broadcast programming that conforms with the policies of the Licensees and with

all rules, regulations and policies of the FCC and as set forth herein.



      NOW, THEREFORE, for and in consideration of the mutual covenants herein

contained, the parties hereto have agreed and do agree as follows:



      1. Facilities. Licensees agree to make broadcasting transmission

facilities of each of the Stations available to Broker for a minimum of 158

hours per week (the "Minimum"), which will facilitate the broadcasting of

Broker's programs (the "Programs"), which shall originate either from Broker's

own studios or from Licensees' facilities or from other studios contracted for

by Broker. The Programs are described in Attachment I hereto; provided, however,

that the facilities made available to Broker shall not include the Stations'

subcarrier(s) as long as it does not interfere with the principal signal.

Licensees retain all rights to lease its subcarrier(s); provided, however, that

any lease entered into by Licensees shall be terminable by Licensees upon thirty

(30) days notice. Broker and Licensees represent to each other that they have,

and will have throughout the term of this Agreement, the capability of

transmitting either by STL or phone lines from their respective broadcast and

transmission studios.





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      2. Payments. The compensation to be paid to Licensees for the broadcasting

time shall be the reimbursement of Licensees' expenses as set forth in

Paragraphs 8 and 9, commencing with July 1, 1996 (the "Effective Date"). The

failure of Licensees to demand or insist upon prompt payment in accordance

herewith shall not constitute a waiver of its right to such payment. Licensee

shall pay Broker for any programming, up to the Minimum, produced by it and not

broadcast by the Stations, such amount to be determined by multiplying the Fixed

Stow Payments (as defined in the Purchase Agreement) by the ratio of the amount

of time preempted or not accepted to the total number of broadcast hours up to

the Minimum produced by Broker each month.



      3. Term. This Agreement shall become effective as of the Effective Date

and shall terminate upon the earlier of (a) the Closing Date (as that term is

defined in the Purchase Agreement) or (b) the time for termination specified in

this Agreement.



      4. Programs. Broker shall furnish or cause to be furnished the artistic

personnel and material for the Programs as provided by this Agreement and all

Programs shall be in good taste and in accordance with the rules, regulations

and policies of the FCC. All Programs shall be prepared and presented in

conformity with the regulations prescribed in Attachment III hereto. All

advertising spots and promotional material or announcements shall comply with

all applicable federal, state and local regulations and policies.



      5. Stations Facilities.



            5.1 Operation of Station. Licensees represent that the Stations now

operate and will continue to operate in accordance with the authorizations

issued by the





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FCC. Throughout the term of this Agreement, Licensees shall make the Stations

available to the Broker for operation with the maximum authorized facilities

twenty-four (24) hours a day, seven (7) days a week, except for: (i) up to ten

(10) hours per week for public affairs, news, information and other

non-entertainment programming intended to address the needs and interests of the

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