Exhibit 10.10 TIME BROKERAGE AGREEMENT

Exhibit 10.10

TIME BROKERAGE AGREEMENT

between

GREATER BOSTON RADIO, INC.
as Licensee

and

AMERICAN RADIO SYSTEMS CORPORATION
as Time Broker

Dated as of May 14, 1997

TABLE OF CONTENTS

Page

ARTICLE ONE...........................................................................................1
1.1. Broadcast of Programming..............................................................1
1.2. Payment...............................................................................1
1.3. Licensee's Programming................................................................2
1.4. Term..................................................................................2

ARTICLE TWO Programming and Operating Standards and Practices.........................2
2.1. Compliance with Standards.............................................................2
2.2. Political Broadcasts..................................................................3
2.3. Handling of Communications............................................................3
2.4. Preemption............................................................................3
2.5. Rights in Programs....................................................................4
2.6. "Payola" and "Plugola"................................................................4
2.7. Advertising and Programming...........................................................4
2.8. Compliance with Laws..................................................................4
2.9. Certifications........................................................................4

ARTICLE THREE Responsibility for Employees and Expenses.................................5
3.1. Time Broker's Employees...............................................................5
3.2. Licensee's Employees..................................................................5
3.3. Time Broker's Expenses................................................................5
3.4. Operating Expenses....................................................................5

ARTICLE FOUR Assignment of Certain Agreements and Rights...............................6
4.1. Assignment............................................................................6
4.2. Proration.............................................................................6
4.3. Accounts Receivable...................................................................7

ARTICLE FIVE Operation of Station......................................................7

ARTICLE SIX Facilities and License....................................................8
6.1. Facilities............................................................................8
6.2. License to Use Station Call Letters...................................................8

ARTICLE SEVEN Indemnification...........................................................8
7.1. Indemnification Rights................................................................8
7.2. Procedures............................................................................9

ARTICLE EIGHT Default...................................................................9
8.1. Events of Default.....................................................................9
8.2. Cure Periods.........................................................................10

ARTICLE NINE Termination..............................................................10
9.1. Termination Upon Default.............................................................10
9.2. Certain Matters Upon Termination.....................................................11

ARTICLE TEN Remedies.................................................................11

ARTICLE ELEVEN Certain Representations, Warranties and Covenants of the Parties.........12
11.1. Representations, Warranties and Covenants of Time Broker.............................12
11.2. Covenant of Licensee.................................................................12

ARTICLE TWELVE Miscellaneous............................................................12
12.1. Notices..............................................................................12
12.2. Entire Agreement.....................................................................14
12.3. Assignment...........................................................................14
12.4. No Third Party Beneficiaries.........................................................14
12.5. Amendment; Waiver....................................................................14
12.6. Interpretation.......................................................................14
12.7. Severability.........................................................................14
12.8. Counterparts.........................................................................14
12.9. Governing Law; Jurisdiction..........................................................15
12.10. No Joint Venture.....................................................................15
12.11. Damage to Station....................................................................15
12.12. Noninterference......................................................................15
12.13. Regulatory changes...................................................................15
12.14. Publicity............................................................................15

SCHEDULES

Schedule 1.1 Programming
Schedule 2.1 Programming Policy

iii

TIME BROKERAGE AGREEMENT

TIME BROKERAGE AGREEMENT, dated as of May 14, 1997 (the "Agreement"),
between GREATER BOSTON RADIO, INC., a Delaware corporation ("Licensee"), and
AMERICAN RADIO SYSTEMS CORPORATION, a Delaware corporation ("Time Broker").
Licensee is the licensee of radio station WNFT(AM), Boston, Massachusetts (the
"Station").

WHEREAS, concurrently with the execution of this Agreement, Licensee
and Time Broker are entering into an Asset Purchase Agreement (the "Purchase
Agreement") providing for the sale of the Station by Licensee to Time Broker
upon the terms and conditions set forth therein; and

WHEREAS, Licensee and Time Broker desire to enter into an agreement
providing for the sale of substantially all of the broadcast time of the Station
to Time Broker, subject to the rules and policies of the Federal Communications
Commission (the "FCC");

NOW THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants, and conditions set forth below, the parties agree as
follows:

ARTICLE ONE

1.1. Broadcast of Programming. Effective as of 12:01 a.m. on June 1,
1997 (the "Commencement Date"), Licensee shall broadcast on the Station, or
cause to be broadcast on the Station, programs which are presented to it by Time
Broker as described in greater detail on Schedule 1.1 hereto (the
"Programming").

1.2. Payment. (a) In consideration of the broadcast time on the Station
provided to Time Broker pursuant to this Agreement, Time Broker shall (i) pay to
Licensee a monthly fee of $25,000 for the broadcast of Time Broker's
programming, prorated for any partial month and payable on the tenth day after
the end of each calendar month following the Commencement Date and (ii)
reimburse Licensee for certain expenses in accordance with Section 3.4 hereof.

(b) During the Term, as defined in Article 1.4, Licensee shall make
available broadcast time on the Station for the broadcast of Time Broker's
Programming for up to One Hundred Sixty Five (165) hours a week for the term of
this agreement except for (i) downtime occasioned by routine maintenance
consistent with the Station's prior practice; (ii) times when Time Broker's
Programming is not accepted or is preempted by Licensee in accordance with
Section 2.4 hereof or because such Programming does not satisfy the

standards of Schedule 1.1 or 2.1 hereto; and (iii) Force Majeure Events, which
shall be defined as any failure or impairment of facilities or any delay or
interruption in broadcasting the Programming not directly or indirectly the
fault of Licensee or its employees or agents, or failure at any time to furnish
the facilities in whole or in part for broadcasting due to acts of God, strikes
or threats thereof, force majeure or any other causes beyond the control of
Licensee.

(c) Except as to actions taken in accordance to with Licensee's
rights under Section 1.2(b) hereof because Time Broker's Programming would not
comply with the rules and regulations of the FCC, in the event that Licensee
preempts, deletes, delays, suspends, cancels or fails to broadcast any of the
Programming and/or causes any of the Programming to be broadcast in a daypart
other than the daypart for which the Time Broker provided such Programming, Time
Broker shall receive a credit equal to the pro rata portion of fees paid for the
broadcast of the Programming for the month in which such preemption, deletion,
delay, suspension, cancellation or failure to broadcast occurs.

1.3. Licensee's Programming. Licensee shall present public service
programming responsive to the needs, concerns and issues of importance of the
Station's community of license, as set forth on Schedule 1.1 hereto.

1.4. Term. This Agreement shall commence on the Commencement Date and
shall terminate on the earlier of (i) 12:01 a.m. on the Closing Date under the
Purchase Agreement, (ii) the date that the Purchase Agreement is terminated and
(iii) the date this Agreement is terminated pursuant to Section 9.1 hereof.

ARTICLE TWO

Programming and Operating Standards and Practices

2.1. Compliance with Standards. All Programming delivered by Time
Broker and all programming supplied by Licensee during the term of this
Agreement shall be in accordance with applicable statutes, FCC requirements and
the programming policies set forth on Schedule 2.1 hereto. Licensee reserves the
right to refuse to broadcast any Programming containing matter which Licensee
believes is not in the public interest or may be violative of any right of any
third party, or which may constitute a "personal attack" as that term is defined
by the FCC or which Licensee reasonably determines is, or in the reasonable
opinion of Licensee may be deemed to be, indecent (and not broadcast during the
safe harbor for indecent programming established by the FCC) or obscene by the
FCC or any court or other regulatory body with authority over Licensee or the
Station. If Time Broker does not adhere to the foregoing requirements, Licensee
may refuse to broadcast any specific program, or part thereof, not so in
compliance.

2.2. Political Broadcasts. Time Broker shall maintain and deliver to
Licensee all records and information required by the FCC to be placed in the
public inspection file of the Station pertaining to the broadcast of political
programming and advertisements, in accordance with the provisions of Sections
73.1940 and 73.3526 of the FCC's rules. Time Broker shall consult and cooperate
with Licensee and adhere to all applicable statutes and the rules, regulations
and policies of the FCC, as announced from time to time, with respect to the
carriage of political advertisements and programming (including, without
limitation, the rights of candidates and, as appropriate, others to "equal
opportunities") and the charges permitted therefor. Time Broker shall promptly
provide to Licensee such documentation relating to such programming as Licensee
is required to maintain in its public inspection file or Licensee shall
reasonably request.

2.3. Handling of Communications. Time Broker shall cooperate with
Licensee in promptly responding to all mail, cables, telegrams or telephone
calls directed to the Station in connection with the Programming provided by
Time Broker or any other matter relevant to its responsibilities hereunder. Time
Broker shall provide to Licensee copies of all such correspondence as necessary
for Licensee to comply with the rules and policies of the FCC. Promptly upon
notice thereof, Time Broker shall advise Licensee of any public or FCC complaint
or inquiry known to Time Broker concerning such Programming, and shall provide
Licensee with copies of any such letters to Time Broker from the public,
including complaints concerning such Programming. Upon Licensee's request, Time
Broker shall broadcast material responsive to such complaints and inquiries.
Notwithstanding the foregoing, Licensee shall handle all matters or inquiries
relating to FCC complaints and any other matters required to be handled by
Licensee under the rules and regulations of the FCC in accordance with the rules
and regulations of the FCC.

2.4. Preemption. Licensee may, from time to time, preempt portions of
the Programming to broadcast emergency information or programs it deems would
better serve the public interest, and shall have the absolute right to refuse to
broadcast any program or announcement of Time Broker should Licensee deem such
program or announcement to be contrary to the public interest as set forth in
Section 2.1 hereof. Time Broker shall be notified at least one week in advance
of any preemption of any of the Programming for the purpose of broadcasting
programs Licensee deems necessary to serve the public interest unless such
advance notice is impossible or impractical, in which case Licensee shall notify
Time Broker promptly upon making such determination. Licensee represents and
covenants that preemption shall only occur to the extent Licensee deems
preemption reasonably necessary to carry out its obligations as an FCC licensee,
and expressly agrees that its right of preemption shall not be exercised in an
arbitrary manner or for the commercial advantage of Licensee or others. In the
event that Licensee preempts more than 30 hours of Programming and announcements
over any consecutive 30 day period, then Time Broker

shall be entitled at its sole option to terminate this Agreement without further
obligation to Licensee except for payments (if any) already due to Licensee.

2.5. Rights in Programs. All right, title and interest in and to the
Programming, and the right to authorize the use of the Programming in any manner
and in any media whatsoever, shall be and remain vested at all times solely in
Time Broker.

2.6. "Payola" and "Plugola". Time Broker agrees that it will take
steps, including the continuation of Licensee's system for periodic execution of
affidavits, reasonably designed to assure that neither it nor its employees or
agents will accept any gift, gratuity or other consideration, directly or
indirectly, from any person or company for the playing of records, the
presentation of any programming or the broadcast of any commercial announcement
over the Station without such broadcast being identified as sponsored and the
name of such sponsor provided. It is further understood and agreed that no
commercial message, endorsement or reference shall be made to any business
venture, profit-making activity or commercial interest without such broadcast
being identified as sponsored and the name of such sponsor provided.

2.7. Advertising and Programming. Beginning on the Commencement Date,
Time Broker shall be solely responsible for any expenses incurred in connection
with and shall be entitled to all revenue from the sale of advertising or
program time on the Station broadcast on or after the Commencement Date.
Licensee shall remain entitled to all revenue from the sale of advertising or
program time on the Station broadcast prior to the Commencement Date. Licensee
will not enter into any contract or advertising arrangement on or after the
Commencement Date except with the prior written consent of Time Broker or in
accordance with Section 1.3 or 2.4 hereof. Time Broker does not assume any
obligation of Licensee under any contract or advertising arrangement entered
into by Licensee on or after the Commencement Date. Time Broker will advise
Licensee of its lowest unit charges for political advertising.

2.8. Compliance with Laws. At all times during the term of this
Agreement, Time Broker and Licensee shall comply in all material respects with
all applicable federal, state and local laws, rules and regulations.

2.9. Certifications. Pursuant to Section 73.3555(a)(3)(ii) of the FCC's
rules, Licensee certifies that it shall maintain ultimate control over the
Station's facilities, including specifically control over station finances,
personnel and programming, and Time Broker certifies that this Agreement
complies with the provisions of Section 73.3555(a)(1) of the FCC's rules.

ARTICLE THREE

Responsibility for Employees and Expenses

3.1. Time Broker's Employees. Time Broker shall employ and be
responsible for the payment of salaries, taxes, insurance, health benefits and
all other costs related to all personnel used in the production of the
Programming, the sale of advertising time and for personnel employed in clerical
and administrative functions incident thereto. Time Broker will not incur any
liability on account of the Licensee's employees relating to the Station,
including, without limitation, any such liability for sales commissions (except
as described in Section 4.2 hereof) and any liability on account of unemployment
insurance contributions, termination and severance payments, accrued sick leave
or accrued vacation. Whenever at the main studio or otherwise on the Station's
premises, all of Time Broker's employees shall be subject to the supervision of
the Licensee's manager and/or chief operator.

3.2. Licensee's Employees. Licensee shall continue to employ at least
two persons at the Station: a full-time, management level employee, who shall
report and be solely accountable to Licensee and shall be responsible for the
operations of the Station, and a staff- level employee who shall report to and
assist the manager in the performance of his or her duties. Licensee shall be
responsible for the compensation, taxes, insurance, health benefits and related
costs of such employees. One of the persons employed by Licensee shall be a
qualified engineer who shall be designated chief operator as that term is
defined under the rules and regulations of the FCC, and who shall be responsible
for ensuring that the Station is operated in compliance with the technical
operating and reporting requirements established by the FCC.

3.3. Time Broker's Expenses. Time Broker shall pay for all costs
associated with the production and delivery of the Programming, including, but
not limited to, (i) all ASCAP, BMI, SESAC and other copyright fees, (ii) any
expenses incurred in connection with the sale of advertising time hereunder
(including, without limitation, sales commissions) in connection with the
Programming and (iii) the salaries, taxes, insurance and related costs for all
personnel used in the production of the Programming and all sales personnel
(including salespeople, traffic personnel and programming staff).

3.4. Operating Expenses. Licensee shall be responsible for and shall
timely pay (a) all salaries and related costs for the personnel employed by
Licensee pursuant to Section 3.2 hereof and (b) all expenses related to the
transmitter facilities of the Station, including, but not limited to, rent, real
estate and personal property taxes, insurance, regulatory fees, utility fees and
maintenance and repair costs. Time Broker shall reimburse Licensee for its
ordinary and customary expenses (excluding only salary and benefits for the
persons employed by Licensee pursuant to Section 3.2 hereof and electricity at
the transmitter site for

the Station) incurred in operating the Station arising on or after the
Commencement Date (the "Operating Expenses"), including, but not limited to,
maintenance of the tower and transmitter equipment, rent and utilities at
Licensee's studio facilities, rent and utilities other than electricity at the
transmitter site for the Station, any capital expense at the transmitter site,
insurance and insurance deductibles on claims. Licensee shall xxxx Time Broker
for such expenses as they are incurred by delivery of a statement in reasonable
detail with back-up invoices, payment for which shall be due within 30 days of
such billing. Licensee will consult with Time Broker before undertaking any
routine maintenance work that will require reimbursement by Time Broker in an
amount in excess of $1,000.

ARTICLE FOUR

Assignment of Certain Agreements and Rights

4.1. Assignment. On the Commencement Date, Licensee shall assign to
Time Broker all contracts, commitments and other agreements set forth on
Schedule 2.1(d) of the Purchase Agreement and any other such agreements entered
into by Licensee between the date hereof and the Commencement Date for the sale
of time on the Station (the "Time Sales Agreements", together with all other
such contracts, commitments or other agreements, collectively, the "Contracts").
Time Broker shall, on and as of the Commencement Date, assume and become fully
liable and responsible for all liabilities and obligations of Licensee arising
on or after the Commencement Date under the Contracts. Licensee has provided
Time Broker with true and complete copies, including amendments, of the
Contracts. The Contracts are freely assignable, or, if consent of the other
contracting party to the assignment is required, Licensee and Time Broker shall
use their reasonable best efforts to obtain such consent as promptly as
practicable. If Licensee is unable to obtain any consent necessary to permit the
valid assignment of a Contract, Licensee shall act as Time Broker's agent in
connection with such Contract and the parties shall cooperate to cause Time
Broker to receive the benefit of the Contract in exchange for performance by
Time Broker of all of Licensee's obligations under such Contract (including, but
not limited to, the payment by Licensee of all amounts due under such Contract).

4.2. Proration. All expenses and income arising under the Contracts
shall be prorated between Licensee and Time Broker as of the Commencement Date
in a manner such that the costs and benefits thereunder prior to the
Commencement Date shall be for the account of Licensee and, thereafter, during
the term of this Agreement, for the account of Time Broker. With respect to the
preceding, Licensee shall be responsible for paying sales commissions arising
and accruing prior to the Commencement Date, but Time Broker shall reimburse
Licensee for such sales commissions to the extent that the revenue from such
sales relates to advertising or programming broadcast on or after the
Commencement Date. If any disagreement with respect to the proration of such
income and expenses cannot be resolved

by the parties, Licensee and Time Broker will select a certified public
accountant knowledgeable in the broadcast industry to resolve the dispute. The
parties will use their commercially reasonable best efforts in good faith to
cause to occur as expeditiously as possible the appointment of the certified
public accountant, and once appointed, the resolution of the dispute. The
decision of such accountant shall be binding on the parties and subject to
judicial enforcement. One-half of the cost of the accountant shall be paid by
each party.

4.3. Accounts Receivable. On the Commencement Date, Licensee will
deliver to Time Broker a list of Licensee's accounts receivable arising from the
operation of the Station prior to the Commencement Date (the "Receivables").
Time Broker shall use commercially reasonable best efforts to collect the
Receivables after the Commencement Date for a period of 120 days after the
Commencement Date (the "Collection Period"). All amounts received by Time Broker
from payors with accounts included among the Receivables shall be applied first
to the Receivables unless payor designates otherwise. For each calendar month
during the Collection Period, within 10 days of the end of each such calendar
month Time Broker will deliver to Licensee a monthly accounting of collections
made with respect to the Receivables and remit to Licensee all amounts collected
by Time Broker on account of the Receivables. At the conclusion of the
Collection Period, any remaining Receivables shall be reassigned to Licensee and
Time Broker shall have no further obligation with respect to any remaining
Receivables. If, during the Collection Period, a dispute arises between Time
Broker and a debtor with respect to an account included among the Receivables,
Time Broker may return that account to Licensee and collect from such account
debtor the amounts owed to Time Broker for services provided after the
Commencement Date.

ARTICLE FIVE

Operation of Station

Notwithstanding any provision of this Agreement to the contrary,
Licensee shall retain full authority and power with respect to the operation of
the Station during the term of this Agreement. The parties agree and acknowledge
that Licensee's continued control of the Station is an essential element of the
continuing validity and legality of this Agreement. Accordingly, Licensee shall
employ personnel (not less than one full-time managerial employee and the
equivalent of one full-time staff employee) as Licensee determines may be
necessary to fulfill its obligations as a licensee under the Communications Act
of 1934, as amended (the "Communications Act"). Licensee shall retain full
authority and control over the policies, programming and operations of the
Station, including, without limitation, the decision whether to preempt
programming in accordance with Section 2.4 hereof. Licensee shall have full
responsibility to effectuate compliance with the Communications Act and with FCC
rules, regulations and policies.

ARTICLE SIX

Facilities and License

6.1. Facilities. Effective as of the Commencement Date and subject to
Section 12.11 hereof, Time Broker shall be responsible for maintaining all
studio and office space and other facilities and all equipment and furnishings
contained therein in the production and broadcasting of the Programming and
sales and administration relating thereto.

6.2. License to Use Station Call Letters. Effective as of the
Commencement Date, Licensee grants Time Broker a license to use the Station's
call letters "WNFT" in the production and broadcasting of the Programming and
sales and administration relating thereto, in accordance with the terms set
forth in this Section 6.2 (the "Call Letters License"). The Call Letters License
shall have a term beginning on the Commencement Date and ending upon the earlier
of (a) termination of this Agreement and (b) the Closing (as defined in the
Purchase Agreement).

ARTICLE SEVEN

Indemnification

7.1. Indemnification Rights. Each party will indemnify and hold
harmless the other party, and the directors, officers, employees, agents and
affiliates of such other party, from and against any and all liability,
including, without limitation, reasonable attorneys' fees arising out of or
incident to (i) any breach by such party of a representation, warranty or
covenant made herein, (ii) the programming produced or furnished by such party
hereunder, or (iii) the conduct of such party, its employees, contractors or
agents (including negligence) in performing its or their obligations hereunder.
Without limiting the generality of the foregoing, each party will indemnify and
hold harmless the other party, and the directors, officers, employees, agents
and affiliates of such other party, from and against any and all liability for
libel, slander, infringement of trademarks, trade names, or program titles,
violation of rights of privacy, and infringement of copyrights and proprietary
rights resulting from the programming produced or furnished by it hereunder. The
parties' indemnification obligations hereunder shall survive any termination or
expiration of this Agreement for a period of one year.

7.2. Procedures. In the case of any claim asserted by a third party
against a party entitled to indemnification under this Agreement (the
"Indemnified Party"), a notice of claim shall be given by the Indemnified Party
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any

claim as to which indemnity may be sought, and the Indemnified Party shall
permit the Indemnifying Party (at the expense of such Indemnifying Party) to
assume the defense of any claim or any litigation resulting therefrom, provided
that the Indemnified Party may participate in such defense at such Indemnified
Party's expense and the omission by any Indemnified Party to give a notice of
claim shall not relieve the Indemnifying Party of its indemnification obligation
under this Agreement except to the extent that such Indemnifying Party is
materially damaged as a result of such failure to give notice. Except with the
prior written consent of the Indemnified Party, no Indemnifying Party, in the
defense of any such claim or litigation, shall consent to entry of any judgment
or order, interim or otherwise, or enter into any settlement that provides for
injunctive or other nonmonetary relief affecting the Indemnified Party or that
does not include as an unconditional term thereof the giving by each claimant or
plaintiff to such Indemnified Party of a release from all liability with respect
to such claim or litigation. In the event the Indemnifying Party elects to
assume the defense of such claim or litigation, the Indemnifying Party shall not
be liable to the Indemnified Party under this Article Seven for any legal or
other expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof, provided that the Indemnified Party shall have the right to
employ counsel to represent it if either (a) such claim or litigation involves
remedies other than monetary damages and such remedies, in the Indemnified
Party's reasonable judgment, could have a material adverse effect on such
Indemnified Party or (b) the Indemnified Party may have available to it one or
more defenses or counterclaims which are inconsistent with one or more of those
claims alleged by the Indemnifying Party. If the Indemnifying Party does not
elect to assume the defense of such claim or litigation, the Indemnified Party
shall act reasonably and in accordance with its good faith business judgment
with respect thereto, and shall not settle or compromise any such claim or
litigation without the consent of the Indemnifying Party, which consent shall
not be unreasonably withheld. The parties hereto agree to render to each other
such assistance as may reasonably be requested in order to insure the proper and
adequate defense of any such claim or litigation.

ARTICLE EIGHT

Default

8.1. Events of Default. The following, after the expiration of the
applicable cure periods specified in Section 8.2 hereof, shall constitute Events
of Default under this Agreement:

(a) Default in Covenants. Time Broker's or Licensee's default in the
observance or performance of any material covenant, condition or agreement
contained herein;

(b) Breach of Representation or Warranty. Time Broker's or Licensee's
material breach of any representation or warranty made by it herein, or in any
certificate or document furnished pursuant to the provisions hereof, which shall
prove to have been false or misleading in any material respect as of the time
made or furnished; or

(c) Default under the Purchase Agreement. At any time during the term
of this Agreement in which the Purchase Agreement is in effect, the occurrence
of an event of default under the Purchase Agreement.

8.2. Cure Periods. An Event of Default shall not be deemed to have
occurred until 15 days after the non-defaulting party has provided the
defaulting party with written notice specifying the event or events that if not
cured would constitute an Event of Default, and such event has not been cured
within such time period.

ARTICLE NINE

Termination

This Agreement shall automatically terminate upon the expiration of the
term of this Agreement as set forth in Section 1.3 hereof. In addition, this
Agreement shall terminate as provided below.

9.1. Termination Upon Default. In addition to other remedies available
to the parties hereto at law or equity, and in addition to other provisions
providing for termination herein, this Agreement may be terminated as set forth
below by either Licensee or Time Broker by written notice to the other if the
party seeking to terminate is not then in material default or breach hereof,
upon either:

(a) an uncured Event of Default; or

(b) a change in FCC rules, policies or precedent that would cause this
Agreement to be in violation thereof and such change is final, in effect and has
not been stayed, and the parties are unable, after negotiating in good faith for
at least 30 days, to modify this Agreement to comply with the change in FCC
rules, policies or precedent; provided, however, that either party's right to
terminate this Agreement pursuant to this Section 9.1(b) may be exercised
regardless of whether such party is in default hereunder.

9.2. Certain Matters Upon Termination. (a) Upon any termination of this
Agreement (any such date, a "Termination Date"), Licensee shall have no further
obligation to provide to Time Broker any broadcast time or broadcast
transmission facilities, except that Licensee shall assume and perform Time
Broker's obligations to broadcast commercial advertising after the Termination
Date and receive all revenues attributable to all such advertising, provided,
that (i) each of the contracts or agreements relating to such advertising to be
assumed by Licensee is terminable by Licensee within 30 days of the Termination
Date and (ii) with respect to trade and barter agreements, no net negative trade
balance exists in favor of such advertisers in excess of $20,000 in the
aggregate. Except as set forth in the preceding sentence, upon any termination,
Time Broker shall be responsible for all debts and obligations of Time Broker to
third parties based upon the purchase of air time on the Station and the use of
Licensee's transmission facilities relating to the Station, including, without
limitation, accounts payable.

(b) If this Agreement terminates other than as a result of the Closing
(as defined in the Purchase Agreement), Time Broker shall (i) assign to Licensee
and Licensee shall assume the Contracts in effect on the date of such
termination or expiration; (ii) be responsible for only those obligations under
the Contracts arising on or after the Commencement Date and prior to the
termination of this Agreement; and (iii) be responsible for collecting the
accounts receivable arising from Time Broker's operation of the Station on or
after the Commencement Date ("Time Broker's Receivables"). In addition, if this
Agreement terminates other than as a result of the Closing, Licensee shall
reimburse Time Broker for sales commissions paid by Time Broker for sales
relating to Time Sales Agreements to the extent that the revenue from such sales
relates to commercial announcements to be broadcast after the termination of
this Agreement.

(c) Notwithstanding anything in Section 7.1 hereof to the contrary, no
expiration or termination of this Agreement shall terminate the obligation of
each party to indemnify the other for claims under Section 7 hereof or limit or
impair any party's rights to receive payments due and owing hereunder on or
before the date of such termination.

ARTICLE TEN

Remedies

In addition to a party's rights of termination hereunder (and in
addition to any other remedies available to it or provided under law), in the
event of an uncured Event of Default with respect to either party, the other may
seek specific performance of this Agreement, in which case the defaulting party
shall waive the defense in any such suit that the other party has an adequate
remedy at law and interpose no opposition, legal or otherwise, as to the
propriety of specific performance as a remedy hereunder.

ARTICLE ELEVEN

Certain Representations, Warranties and Covenants of the Parties

11.1. Representations, Warranties and Covenants of Time Broker. Time
Broker hereby represents and warrants to Licensee that Time Broker is qualified
in accordance with the Communications Act and the published rules and policies
of the FCC to enter into this Agreement and provide Programming on the Station
in accordance with its terms. Between the date hereof and the termination of
this Agreement either by the Closing under the Purchase Agreement or the earlier
termination in accordance with Article 9 hereof, Time Broker will not take any
action that Time Broker knows, or has reason to believe, would disqualify it
from discharging its obligations pursuant to this Agreement.

11.2. Covenant of Licensee. Licensee hereby covenants to Time Broker
that during the term hereof, (i) Licensee shall take no action which will have
the effect of reducing the effective radiated power and the current coverage of
the Station, except in connection with necessary maintenance of or near the
transmission facilities of the Station and (ii) Licensee shall not enter into
any contract or advertising arrangement on or after the Commencement Date except
with the prior written consent of Time Broker or in accordance with Section 1.3
or 2.4 hereof.

ARTICLE TWELVE

Miscellaneous

12.1. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given or
made as follows: (a) if sent by registered or certified mail in the United
States return receipt requested, upon receipt; (b) if sent by reputable
overnight air courier (such as DHL or Federal Express), two business days after
deposit with such courier; (c) if sent by fax, with a copy mailed on the same
day in the manner provided in (a) or (b) above, when transmitted and receipt is
confirmed by telephone; or (d) if otherwise actually personally delivered, when
delivered, and shall be addressed as follows:

If to Licensee:

Greater Boston Radio, Inc.
x/x Xxxxxxx Xxxxx, Xxx.
X.X. Xxx 0000
Two Xxxxxxx Boulevard
East Brunswick, New Jersey 08816
Attention: Xxxxxxx Xxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000

with a copy to:

Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx
Phone: (000) 000-0000
Fax: (000) 000-0000

If to Time Broker:

American Radio Systems Corporation
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000

with a copy to:

Dow, Xxxxxx & Xxxxxxxxx, PLLC
0000 Xxx Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxx X. Xxxxxx, Xx.
Phone: (000) 000-0000
Fax: (000) 000-0000

or to such other address or to such other person as the party to whom notice is
given may have previously furnished to the other in writing in the manner set
forth above.

12.2. Entire Agreement. This Agreement (including the Schedules
hereto), together with the Purchase Agreement and the Schedules thereto,
constitute the entire agreement between Time Broker and Licensee with respect to
the subject matter hereof and supersede all prior agreements and understandings,
oral and written, between Time Broker and Licensee with respect to the subject
matter hereof.

12.3. Assignment. Neither this Agreement nor any rights or obligations
hereunder may be assigned by Licensee or Time Broker without the written consent
of the other party hereto.

12.4. No Third Party Beneficiaries. Nothing in this Agreement shall
confer any rights upon any person or entity other than the parties hereto and
their respective permitted successors and assigns.

12.5. Amendment; Waiver. No amendment, waiver of compliance with any
provision or condition hereof, or consent pursuant to this Agreement shall be
effective unless evidenced by an instrument in writing signed by the party
against whom enforcement of any amendment, waiver or consent is sought.

12.6. Interpretation. The section headings in this Agreement are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provision hereof.

12.7. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, and if any provision of this Agreement is interpreted by a court
of competent jurisdiction and found to be invalid or unenforceable, neither the
enforceability nor the validity of such provisions with respect to any other
facts or under any other circumstances shall thereby be impaired. The
unenforceability or invalidity of any provision shall not result in the
interpretation of the remainder of this Agreement, or any Section hereof, in a
manner inconsistent with intent of the parties as evidenced by the terms of this
Agreement, or such Section, as a whole.

12.8. Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed to be an original and both of which together shall
be deemed to be one and the same agreement.

12.9. Governing Law; Jurisdiction. The construction and performance of
this Agreement shall be governed by the laws of the State of New York without
regard to its principles of conflict of laws, and the state and federal courts
of New York shall have exclusive jurisdiction over any controversy or claim
arising out of or relating to this Agreement.

12.10. No Joint Venture. The Licensee and Time Broker agree that
nothing herein shall constitute a joint venture between them.

12.11. Damage to Station. In the event of damage or destruction to the
Station (other than damage or destruction caused by Time Broker), Licensee shall
proceed to repair, replace or restore the Station to its former condition as
promptly as is commercially reasonable.

12.12. Noninterference. During the term of this Agreement, neither
Licensee nor any of its employees shall take any actions that might impair the
operations of Time Broker conducted hereunder, except to the extent expressly
contemplated by this Agreement or as otherwise required by law.

12.13. Regulatory Changes. In the event of any order or decree of an
administrative agency or court of competent jurisdiction, including, without
limitation, any material change or clarification in FCC rules, policies, or
precedent, that would cause this Agreement to be invalid or violate any
applicable law, and such order or decree has become effective and has not been
stayed, the parties will use their respective commercially reasonable best
efforts and negotiate in good faith to modify this Agreement to the minimum
extent necessary so as to comply with such order or decree without material
economic detriment to either party, and this Agreement, as so modified, shall
then continue in full force and effect. In the event that the parties are unable
to agree upon a modification of this Agreement so as to cause it to comply with
such order or decree without material economic detriment to either party, then
this Agreement shall be terminated pursuant to Section 9.1(b) hereof.

12.14. Publicity. Except as required by applicable law or with the
other party's express written consent, neither Time Broker nor Licensee nor any
of their respective affiliates shall issue any press release or make any public
statement (oral or written) regarding the transactions contemplated by this
Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

GREATER BOSTON RADIO, INC.

By: _____________________________
Name:
Title:

AMERICAN RADIO SYSTEMS
CORPORATION

By: _____________________________
Name:
Title:

SCHEDULE 1.1

Programming

The Programming shall consist of up to 165 hours per week on the
Station in a format to be chosen by Time Broker, subject to Section 2 of this
Agreement. The Programming shall include (a) news and weather information; (b)
public service announcements (including, at Licensee's directive from time to
time, a reasonable number of public service announcements of local interest
supplied by Licensee or produced by Time Broker under Licensee's supervision);
(c) an announcement in form sufficient to meet the station identification
requirements of the FCC at the beginning of each hour; and (d) any other
announcement that may be required by applicable law or regulation (including,
but not limited to, EBS tests). Time Broker shall maintain and deliver to
Licensee copies of all operating and programming information, including, without
limitation, information concerning portions of the Programming that are
responsive to issues of public importance identified to Time Broker by Licensee,
EBS announcements, and station operating logs, necessary for Licensee to
maintain its FCC Public File, and all other records required to be kept by FCC
rule or policy. Time Broker shall have the sole and exclusive right to sell
advertising to be included in the Programming and shall be entitled to retain
all the revenues derived from the sale thereof, provided, however, that Licensee
shall be entitled to sell such time as it deems necessary to comply with the
political advertising rules of the FCC in the event the Programming does not
comply with such rules.

Time Broker shall produce under Licensee's supervision and present
three hours a week on the Station public affairs programming that responds to
the needs and interests of listeners in the Station's community of license. Time
Broker may present such public affairs programming between 5:00 A.M. and 8:00
A.M. on Sundays or at such other times as the public interest may require in the
reasonable judgement of Licensee.

SCHEDULE 2.1

Programming Policy

Time Broker and Licensee shall cooperate with each other in the
broadcast of programming of the highest possible standard of excellence. Without
limiting the generality of the foregoing, the parties will observe the following
policies in the preparation, writing and production of their own (non-syndicated
or network) programs:

I. Respectful of Faiths. The subject of religion and
references to particular faiths and tenets shall be
treated with respect at all times.

II. Controversial Issues. Any discussion of controversial
issues of public importance shall be reasonably
balanced with the presentation of contrasting
viewpoints in the course of overall programming; no
attacks on the honesty, integrity, or like personal
qualities of any person or group of persons shall be
made; and Station programs (other than public forum
or talk features) are not to be used as a forum for
editorializing about individual candidates. If such
events occur, Licensee may require that responsive
programming be aired. In the event that a statute,
regulation or policy is adopted that requires the
airing of responsive programming, Time Broker agrees
to comply with such statute, regulation or policy and
will prepare such responsive programming.

III. Donation Solicitation. Requests for donations in the
form of a specific amount shall not be made if there
is any suggestion that such donation will result in
miracles, physical cures or life-long prosperity.
However, statements generally requesting donations to
support a broadcast or church are permitted.

IV. Treatment of Parapsychology. The advertising or
promotion of fortune telling, occultism, astrology,
phrenology, palm reading, or numerology,
mind-reading, character readings, or subjects of the
like nature will not be broadcast.

V. No Ministerial Solicitations. No invitations by a
minister or other individual appearing on the program
to have listeners come and visit him or her for
consultation or the like shall be made if such
invitation implies that the listeners will receive
consideration, monetary gain, or total physical cures
for illness.

VI. No Vending of Miracles. Any exhortation to listeners
to bring money to a church affair or service shall
not contain any suggestion that miracles, physical
cures, or prosperity will result.

VII. Sale of Religious Artifacts. The offering for sale of
religious artifacts or other items for which
listeners would send money is prohibited unless such
items are normally available in ordinary commerce or
are clearly being sold for proper fund-raising
purposes.

VIII. No Miracle Solicitation. Any invitation to listeners
to meet at places other than a church and/or to
attend other than regular services of a church is
prohibited if the invitation, meeting, or service
contains any claim that miracles, physical cures or
prosperity will result.

IX. No Plugola or Payola. The mention of any business
activity or "plug" for any commercial, professional,
or other related endeavor, except where contained in
an actual commercial message of a sponsor, or
otherwise lawful, is prohibited.

X. No Gambling. References to "dream books," the
"straight line," or other direct or indirect
descriptions or solicitations relative to the
"numbers game," or the "polity game," or any other
form of gambling are prohibited.

XI. Election Procedures. At least 15 days before the
start of any lowest-unit- charge period for any
primary or general election, Time Broker will clear
with Licensee's manager the rates Time Broker will
charge for time to be sold to candidates for public
office or to any other party entitled to the lowest
unit charge to make certain the rates charged are in
conformance with applicable law and Station policy.
Time Broker shall also clear with Licensee's manager
its forms for disclosure of political time sales
practices and rates.

XII. Required Announcements. Time Broker shall broadcast
(i) an announcement in form satisfactory to Licensee
at the beginning of each hour to identify the
Station, (ii) an announcement at the beginning of
each broadcast day or appropriate broadcast period to
indicate that program time has been purchased by Time
Broker and (iii) any other announcement that may be
required by law, regulation or Station policy.

XIII. Commercial Record Keeping. No commercial messages or
"plugs" (other than references to Time Broker's
Boston-area stations and its programs and promotion
and other activities) shall be made in programming
presented over the Station with reference to any
business venture, profit-making activity, or other
interest (other than noncommercial announcements for
bona fide charities, church activities, or other
public service activities) in which Time Broker or
its employees is or are directly or indirectly
interested without the same having been approved in
advance by Licensee's manager or such broadcast being
announced and logged as sponsored.

XIV. No Illegal Announcements. No announcement or
promotion prohibited by federal or state law or
regulation of any lottery or game shall be made over
the Station.

XV. Licensee Discretion Paramount. In accordance with
Licensee's responsibility under the Communications
Act and the rules and regulations of the FCC,
Licensee reserves the right to reject or terminate
any advertising or programming being presented over
the Station which is in conflict with Station policy
or which in Licensee's sole but reasonable judgment
would not serve the public interest.

XVI. Programming Prohibitions. Time Broker shall not
knowingly broadcast any of the following programs or
announcements:

A. False Claims. False or unwarranted claims
for any product or service.

B. Unfair Imitation. Infringements of another
advertiser's rights through plagiarism or
unfair imitation of either program idea or
copy, or any other unfair competition.

C. Commercial Disparagement. Any unfair
disparagement of competitors or competitive
goods.

D. Slander, Obscenity and Indecency. Any
programs or announcements that are
slanderous, obscene or indecent (except
during the safe harbor for indecent
programming established by the FCC).

E. Unauthenticated Testimonials. Any
testimonials which cannot be authenticated.

F. Advertising. Any advertising matter or
announcement which may, in the opinion of
Licensee, be injurious or prejudicial to the
interests of the public or the Station, or
to honest advertising and reputable business
in general

G. Contests. Any contests or promotions which
are in any way misleading or constitute a
public nuisance or are likely to lead to
injury to persons or property.

H. Telephone Conversations. Any programming in
violation of any statute, regulation or
policy, including, without limitation,
Section 73.1206 of the FCC's rules, or any
successor regulation, dealing with the
taping and/or broadcast of telephone
conversations.

The parties may jointly waive any of the foregoing policies in
specific instances if, in their opinion, good broadcasting in the public
interest is served.

In any case where obvious questions of policy or interpretation
arise, Time Broker will attempt in good faith to submit the same to Licensee for
decision before making any commitments in connection therewith.

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Table of Contents

Exhibit 10.10 TIME BROKERAGE AGREEMENT

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