lN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                               IN AND FOR NEW CASTLE COUNTY


MARTIN BELL,
                                                 8
                Plaintiff,
                                                 :
                V.                                           C.A. No. 18251 NC
                                                 ii
CAPSTAR COMMUNICATIONS, INC.,
A Delaware Corporation, and AMMO                 B
OPERATING INC., A Delaware                       ;
Corporation

                Defendants.

                                            ANSWER

       Capstar Communications, inc. and AMMO Operating Inc. ("Defendants") answer Plaintiff's

Ccmplaint as follows:

       1. Defendants admit the allegations in paragraph 1 of the Complaint.

       2. At this time, Defendants are without knowledge or information sufficient to form a

belief as to the truth of the allegations in paragraph 2 of the Complaint, and therefore deny them.

       3. Defendants admit the allegations in the first sentence of paragraph 3 of the

Complaint. As to the remainder of the allegations in paragraph 3, Defendants admit that, as a result

of the SFX merger, Plaintiff became entitled, upon exercise of the  UP0 and of the Class A and Class

B Warrants, and payment of the total exercise price, to receive a certain amount of SFX common

stock  but>  because Defendants are without knowledge concerning, the "antidilution adjustment"

referenced in paragraph 2., Defendants are without knowledge or infomration sufficient to form a

belief as to the amount of shares Plaintiff was entitled to receive, and therefore deny them

       4. Defendants admit the allegations of paragraph 4 of the Complaint.



        5.     At this time, Defendants are without knowledge or information sufficient to form a

            IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                            IN AND FOR NEW CASTLE COUNTY

MARTIN BELL,                                        1
                      Plaintiff,

              V.

CAPSTAR  COMMUNICATIONS, INC.,
a Delaware corporation., and AMFM OPERATING )
INC., a Delaware corporation
                                                    j
                      Defendants.                   )
                                        COMPLAINT

              Plaintiffs hereby alleges for his complaint as follows:

                                       INTRODUCTION

              1.      In 1994, plaintiff acquired a Unit Purchase Option (the  "UPO") entitling

plaintiff to purchase up to 16,000 units of securities issued by Multi-Market Radio, Inc. (the

"Units"), at a price of $7.75 per Unit. Each Unit consisted of(i) one share of Class A Common

Stock of MMR, (ii) one Class A Warrant entitling the holder to purchase one share of MMR

Class A Common Stock at a price of $7.75 per share, and (iii) one Class B Warrant entitling the

holder to purchase one share of MMR Class A Common Stock of MMR at a price of $11.50 per

share. Thus, if the Option and the Warrants were executed fully, plaintiff would pay $432,000

(the "Aggregate Exercise Price") (computed as 16,000 options at $7.75, 16,000 Class A

Wan-ants at $7.75 and 16,000 Class B Warrants at $11.50),  and would receive 48,000 shares of

MMR Class A Common Stock (16,000 shares upon exercise of the UPO, 16,000 shares upon

exercise of the Class A Warrants and 16,000 shares upon exercise of the Class B Warrants).



               2.     As the result of an antidilution adjustment, the  UP0 became exercisable

for 22,710 units of  MMR, thus, upon payment of the Aggregate Exercise Price, plaintiff was

entitled to receive 68,130 shares of MMR Class A Common Stock.