SALEM MEDIA GROUP, INC. /DE/ - Quarter Report: 2001 September (Form 10-Q)

20

EXHIBIT 10.04.01

                                               EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 15th day of September, 2000,
by and between Mr. David Evans (“Executive”) and Salem Communications Holding Corporation (“Salem”), a Delaware
corporation.

                                               Background Statement

         Salem desires to employ  Executive to serve as its “Senior Vice President & Chief Financial  Officer,” and
Executive  desires to accept that  position  with Salem.  This  Agreement  sets forth the terms and  conditions  of
Executive’s employment by Salem and represents the entire agreement of the parties with respect to that subject.

                                                Terms of Agreement

         NOW,  THEREFORE,  in  consideration  of the premises and of the mutual  covenants  contained  herein,  the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       Employment.  Salem hereby employs Executive, and Executive hereby accepts such employment, upon
the terms and conditions set forth herein.

         2.       Position and Duties.

                  (a)      Duties.  Executive is employed by Salem as Chief Financial Officer.  As such,
Executive shall perform all duties incident to such position and consistent with his area of expertise, together
with such duties as the CEO or Board of Directors of Salem may prescribe.  Executive shall report directly to the
Chief Executive Officer of Salem.

                  (b)      Engaging in Other Employment.  While employed by Salem, Executive shall not be
employed by any other person or entity.  With the written consent of the Board of Directors, Executive may accept
paid board or trustee positions for other entities and may accept fees for public speaking and published
writings.  Executive may reasonably participate as a member in community, civic, or similar organizations and may
pursue personal investments that do not interfere with the normal business activities of Salem.

                  (c)      Loyal and Conscientious Performance.  Executive shall devote all of his business time,
attention, skills and efforts to the business of Salem and the faithful performance of his duties hereunder, and
agrees to abide by all by-laws, policies, practices, procedures or rules of Salem.  In the performance of his
duties, Executive shall at all times be subject to the control and supervision of the CEO and Board of Directors
of Salem and shall carry out the duties of the position to the best of his abilities.  Executive also agrees that
he shall not take personal advantage of any business opportunities which arise during his employment and which
may benefit Salem.  All material facts regarding such opportunities must be promptly reported by the Executive to
his supervisor for consideration by Salem.

         3.       Term of Employment.  The term of the employment pursuant to this Agreement shall commence on
the date first written above and end three (3) years from said date unless terminated earlier pursuant to the
provisions of this Agreement.

         4.       Compensation.

         (a)      Annual Base Salary.  Executive’s annual base salary shall be as follows:

                  (i)      In the first year of employment, Executive shall be paid Two Hundred Fifty Thousand
Dollars ($250,000),

                  (ii)     In the second year of employment, Executive shall be paid Two Hundred Seventy Thousand
Dollars ($270,000),

                  (iii)    In the third year of employment, Executive shall be paid Two Hundred Ninety Thousand
Dollars ($290,000), and,

                  (iv)     Each such amount shall be payable in equal installments on the 5th and 20th days of
each month, subject to applicable state, local and federal income tax and social security tax withholding
requirements and other amounts as permitted or required pursuant to law, rule or regulation.

         (b)      Stock Options.   Executive shall be entitled an option to purchase up to 25,000 shares of Salem
stock at a price equal to the market price for Salem stock as measured at the close of trading on the first date
of Executive’s employment, subject to Salem’s customary terms and restrictions regarding options, including the
requirement of vesting, and further provided that 1/4 of such options shall vest on each anniversary of the first
date of Executive’s employment.

         (c)      Annual Bonus.  In addition to the annual base salary Executive shall be eligible for an annual
merit bonus in an amount to be determined at the discretion of the Board of Directors of Salem; provided (i) that
such merit bonus may be paid in cash, options or a combination thereof and (ii) that in the first year of
employment such bonus shall not, in any event, be less than $15,000 cash.

         (d)      Signing Bonus.  Executive shall be entitled to a one-time bonus of Ten Thousand Dollars
($10,000) upon commencement of employment.

         (e)      Professional License Fees.  Salem will pay the reasonable expenses associated with maintaining
Executive’s CPA License as well as the reasonable expenses associated with any Continuing Professional Education
required to maintain the license.

         (f)      Expenses.  Salem shall reimburse  Executive for all reasonable and necessary  business  expenses,
including travel, incurred by Executive in the course of performing Executive’s duties hereunder.

         5.       Fringe Benefits.  Except as set forth below in this Section, Executive shall be eligible to
participate in all benefit plans that are available to all executive level Salem employees from time to time
pursuant to the terms of such plans.  The availability and terms of such fringe benefits shall be set by the
Board of Directors and may change from time-to-time.  Executive shall be required to comply with all conditions
attendant to coverage by the fringe benefit plans hereunder and shall be entitled to benefits only in accordance
with the terms and conditions of such plans as they may be enumerated from time to time.

         (a)      Vacation.  Notwithstanding such vacation time as allocated in Salem’s Employee Handbook,
Executive shall accrue three (3) weeks of vacation annually during the first full year of employment and shall
accrue four (4) weeks of vacation annually thereafter.

         (b)      Health Insurance. Notwithstanding the foregoing, Executive shall be entitled to health care
coverage for himself and his dependents in accordance with any heath plan available to executive level employees
of Salem.

         6.       Confidential Information.  Executive acknowledges that during Executive’s employment with
Salem, Executive will acquire, be exposed to and have access to material, data, and information of Salem, Company
Affiliates and Related Entities that is confidential, proprietary, and/or a trade secret (collectively,
“Confidential Information”).  At all times, both during and after the termination of employment, Executive shall
keep and retain in confidence and shall not disclose, except as required in the course of Executive’s employment
with Salem or as required by law, to any person, firm, or corporation, or use for his own purposes, any of this
Confidential Information.  For purposes of this Agreement, Confidential Information shall include, but shall not
be limited to: information of Salem, Company Affiliates and Related Entities concerning principals, customers or
prospective customers, and employees; advertising and sales methods; proprietary information; computer code and
processes; trade secrets; financial affairs or methods of procurement; marketing and business plans; strategies;
projections; business opportunities; research; development; Executives’ compensation; products; processes; client
lists; sales and cost information; and financial results and performance.  Executive acknowledges that the
obligations pertaining to the confidentiality and non-disclosure of Confidential Information shall remain in
effect until the such information has been voluntarily disclosed to the public or has become generally known to
the public (except where such public disclosure has been made by or through Executive or by a third person or
entity with knowledge of Executive without authorization of Salem), in which case Executive’s obligation
hereunder shall cease with respect only to such information so disclosed or generally known.  Executive’s
obligations under this Section 6 shall survive any termination of his employment.

         7.       Termination.

                  (a)      In the event of Executive’s resignation or termination for Cause, Executive shall be
entitled only to the compensation earned through the date of termination.  In the event of Executive’s
termination without Cause, in addition to Executive’s base salary earned through the date of termination, and
upon execution of a separation agreement, Executive shall be entitled to receive: (1) severance in an amount
equal to (i) the base salary Executive would otherwise have received for six (s) months, if such termination
occurs in the first full year of employment, and (ii) the lesser of (a) the base salary Executive would otherwise
have received for the remaining term of this Agreement had Salem not terminated this Agreement or (b) the base
salary Executive would otherwise have received for nine (9) months had Salem not terminated this Agreement, if
such termination occurs after the first full year of employment; and (2) professional outplacement assistance for
twelve (12) consecutive months.  Termination, with or without cause, or resignation, shall not affect any rights
of Executive that have become vested under any benefit plan, stock option plan or arrangement.

                  (b)      For the purposes of this Agreement, “Cause” shall mean, without limitation, the
following:  (i) the death of Executive; (ii) any mental or physical impairment which prevents Executive from
performing the essential functions of his full duties for a period of 90 days at anytime during the term of this
Agreement (“Disability”); (iii) continued gross neglect, malfeasance or gross insubordination in performing
duties assigned to Executive; (iv) a conviction for a crime involving moral turpitude; (v) an egregious act of
dishonesty (including without limitation theft or embezzlement) in connection with employment, or a malicious
action by Executive toward Salem, Company Affiliates or Related Entities; (vi) a violation of the provisions of
Sections 6 hereof; (vii) a willful breach of this Agreement; (viii) disloyalty; and (ix) material and repeated
failure to carry out reasonably assigned duties or instructions consistent with Executive’s position.

         8.       Additional Post-Employment Obligations.

                  (a)      Company Property.  All records (including computer generated records), files
(including computer generated files), lists (including computer generated lists), computer code, drawings,
documents, equipment, Inventions, and similar items relating to the Business which Executive shall prepare or
receive from Salem, Company Affiliates or Related Entities shall remain Salem’s sole and exclusive property.
Upon termination of this Agreement, Executive shall promptly return to Salem all property of Salem in his
possession.  Executive further represents that he will not copy or cause to be copied, print out or cause to be
printed out any software, documents or other materials originating with or belonging to Salem.  Executive
additionally represents that, upon termination of his employment with Salem, he will not retain in his possession
any such software, documents, or other materials.

                  (b)      Cooperation. Executive agrees to reasonably cooperate with and provide assistance to
Salem and its legal counsel in connection with any litigation (including arbitration or administrative hearings)
or investigation affecting Salem, in which, in the reasonable judgment of Salem’s counsel, Executive’s assistance
or cooperation is needed.  Executive shall, when requested by Salem, provide testimony or other assistance and
shall travel at Salem’s request in order to fulfill this obligation.  All reasonable costs of the foregoing,
including an amount to reasonably compensate Executive for any lost salary, shall be reimbursed by Salem.

         9.       Assignment of Inventions.  Executive understands and agrees that Executive is performing work
for hire for Salem and that any Inventions developed or conceived by Executive during Executive’s employment with
Salem are the sole property of Salem.  Executive agrees to assign, and does hereby assign, to Salem or its
nominees, all right, title and interest in and to Inventions made by Executive.  Executive will, with reasonable
reimbursement for expenses, but at no other expense to Salem, at any time during or after Executive’s employment
with Salem, sign and deliver all lawful papers and cooperate in such other lawful acts which may be reasonably
necessary or desirable to protect or vest title in Inventions in Salem or its nominees, including applying for,
obtaining, maintaining, and enforcing copyrights and/or patents on Inventions in all countries of the world.
Provided, however, that nothing herein shall require Salem to accept or perfect any such assignment or other
conveyance of any interest in any patent or Inventions or require Salem to prosecute such patent or other
application.  This provision does not apply to any Inventions for which Executive affirmatively proves that no
equipment, supplies, facility, or trade secret information of Salem was used and which was developed entirely on
Executive’s own time unless (a) the Inventions relate (i) directly to the Business, or (ii) to Salem’s actual
research or development; or (b) the Inventions result directly from any work performed by Executive for Salem.
For the purposes of this Agreement, “Inventions” shall mean any inventions, discoveries, programs, techniques,
underlying designs, concepts, products, processes, and systems, as well as any other discoveries, concepts and
ideas, whether capable of registration or not, relating to any present or prospective activities or business of
Salem.

         10.      Notice.  Any notice to be given hereunder by either party to the other may be effectuated
either by personal delivery in writing or by mail, registered or certified, postage prepaid, with return receipt
requested.  Mailed notices shall be addressed to the parties at the following addresses:

If to Salem:                                Edward G. Atsinger III
                                            President & CEO
                                            Salem Communications Corporation
                                            4880 Santa Rosa Road, Suite 300
                                            Camarillo, California  93012

If to Executive:                            Mr. David Evans
                                            23212 Oxnard Street
                                            Woodland Hills, California 91367

         11.      Waiver of Breach.  The waiver by any party to a breach of any provision in this Agreement
cannot operate or be construed as a waiver of any subsequent breach by a party.  Any waiver or consent from Salem
with respect to any term or provision of this Agreement or any other aspect of Executive’s conduct or employment
shall be effective only in the specific instance and for the specific purpose for which given and shall not be
deemed, regardless of frequency given, to be a further or continuing waiver or consent.  The failure or delay of
Salem at any time or times to require performance of, or to exercise any of its powers, rights or remedies with
respect to, any term or provision of this Agreement or any other aspect of Executive’s conduct or employment in
no manner (except as otherwise expressly provided herein) shall affect Salem’s right at a later time to enforce
any such term or provision.

         12.      Severability.  The invalidity or unenforceability of any particular provision in this Agreement
shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the
invalid or unenforceable provision were omitted.

         13.      Entire Agreement.  Except as otherwise provided herein, this Agreement covers the entire
understanding of the parties as to the employment of Executive, superseding all prior understandings and
agreements, and no modifications or amendments of the terms and conditions herein shall be effective unless in
writing and signed by the parties or their respective duly authorized agents.

         14.      Governing Law.  This Agreement shall be interpreted, construed and governed according to the
laws of the State of California, without reference to conflicts of law principles thereof.

         15.      Successors and Assigns.  Neither this Agreement, nor any of Executive’s rights, powers, duties
or obligations hereunder, may be assigned by Executive.  This Agreement shall be binding upon and inure to the
benefit of Executive and his heirs and legal representatives and Salem and its successors.  Successors of Salem
shall include, without limitation, any company or companies acquiring, directly or indirectly, all or
substantially all of the assets of Salem, whether by merger, consolidation, purchase, lease or otherwise, and
such successor shall thereafter be deemed “Salem” for the purpose hereof.

         16.      Forum Selection. Executive agrees that any dispute of any kind arising out of or relating to
this Agreement or to Executive’s employment (including without limitation any claim arising under the federal
civil rights statutes), other than for the equitable enforcement of Sections 6 and 7 of this Agreement, shall be
submitted to final, conclusive and binding arbitration before and according to the rules then prevailing of, at
the election of Executive, Christian Conciliatory Services or the American Arbitration Association, in Ventura
County, California. The results of any such arbitration proceeding shall be final and binding both upon Salem and
upon Executive, and shall be subject to judicial confirmation as provided by the Federal Arbitration Act or other
applicable law.  Notwithstanding the foregoing, Executive agrees that Salem may seek equitable enforcement of
Section 6 of this Agreement in any court with competent jurisdiction, without obligation to prove actual damages
or to post bond or other security.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written.

EXHIBIT 10.08.13

                                     LOCAL PROGRAMMING AND MARKETING AGREEMENT
                                       (KEZY-AM, San Bernardino, California)

         This Local  Programming  and Marketing  Agreement  ("Agreement"),  dated as  of September 14,  2001, is
entered into by and between Inland Radio, Inc. (“Licensee”), and Hi-Favor Broadcasting, L.L.C. ("Programmer").

         WHEREAS,  Licensee is the owner of certain  assets  relating to radio  station  KEZY-AM,  San  Bernardino,
California  (the  "Station") and holds all of the licenses and  authorizations  issued by the FCC for the operation
of the Station;

         WHEREAS,  Programmer  desires  to  purchase  substantially  all of the assets of the  Station,  including,
without  limitation,  the  licenses and  authorizations  issued by the FCC for the  operation  of the Station,  and
Seller is willing to convey such assets to Buyer;

         WHEREAS,  on June 26, 2001,  Licensee and Programmer entered into an agreement for the sale of the Station
by Licensee to Programmer (the “Asset Purchase Agreement”).

         WHEREAS,  on August 27,  2001,  the FCC  approved of the transfer of the  Station’s  broadcast  license to
Programmer;

         WHEREAS,  the parties have agreed to postpone  consummation of the transactions  contemplated by the Asset
Purchase Agreement until November 2, 2001;

         WHEREAS,  subject to the rules and  regulations  of the FCC,  the  provisions  of this  Agreement  and the
provisions of Schedule 2 hereof,  the parties intend that  Programmer  shall be responsible  for all costs and fees
associated with the Station it otherwise  would, had the parties  consummated the transactions  contemplated by the
Asset Purchase Agreement;

         WHEREAS,  in accordance  with  procedures and policies  approved by the FCC,  Programmer  desires to avail
itself of Station's  broadcast time for the  presentation of a programming  service,  including the sale of program
and advertising time in contemplation of the potential sale of the Station to Programmer;

         WHEREAS,  in accordance with procedures and policies  approved by the FCC,  Licensee desires to provide to
Programmer  the Station's  broadcast  time for the  presentation  of a programming  service,  including the sale of
program and advertising time in contemplation of the potential sale of the Station to Programmer;

         NOW,  THEREFORE,  in consideration of the mutual covenants and agreements  herein  contained,  the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       Purchase of Air Time and  Broadcast of the  Programming.  Subject to the  provisions of Section 4
hereof,  Licensee  agrees  to make  the  broadcasting  transmission  facilities  of the  Station  available  to the
Programmer  and  to  broadcast  on  the  Station,  or  cause  to  be  broadcast,  the  Programmer's  programs  (the
"Programming")  for up to  twenty-four  (24)  hours a day,  seven  (7) days a week,  except  for the  broadcast  of
Licensee's public service programming as provided in Section 10.1 of this Agreement (“Licensee  Programming”).  The
facilities and the  transmitting  equipment of Licensee  relating to the Station,  including any equipment owned by
Licensee not currently in service,  reasonably  shall be made  available to the  Programmer  for its use during the
term of this Agreement.

         2.       Consideration.  The terms  and  conditions  of  payment  (“Consideration”)  to  Licensee  for the
broadcasting of the Programming during the term of this Agreement shall be as set forth in Schedule 2.

         3.       Term.

                  3.1      Commencement/Termination Date.

                  3.1.1.   This  Agreement  shall  commence  upon the date  (the  “Commencement  Date”)  agreed  to
between the parties that is within five (5) days of written  notice from  Programmer  to Licensee  that  Programmer
has use of functioning studios in San Bernardino, California to operate the Station

                  3.1.2.   Unless  earlier  terminated as provided by this  Agreement,  the term of this  Agreement
shall end upon the  earliest to occur of (i) the  termination  of the Asset  Purchase  Agreement;  (ii) the Closing
Date, as defined in the Asset  Purchase  Agreement;  or (iii)  termination  pursuant to Section 17,  Section 18, or
Section 19 herein (the  “Termination  Date”).  In the event that either party  receives  formal or informal  notice
from the FCC that this  Agreement or any of its terms are  contrary to the public  interest or violative of any FCC
statute,  regulation,  rule, or policy,  either party shall,  if and to the extent the substance of this  Agreement
cannot be  maintained  by the  application  of  Section  31 of this  Agreement,  have the right to  terminate  this
Agreement immediately by written notice to the other party.

                  3.2      Termination  by FCC.  In the event that either  party  receives  formal or  constructive
notice from the FCC that this  Agreement  or any of its terms are  contrary to the public  interest or violative of
any FCC  statute,  regulation,  rule or policy,  either  party  shall have the right to  terminate  this  Agreement
(except to the extent the  provisions  of Section 21 shall  survive as  provided  therein)  immediately  by written
notice to the other party.

         4.       The Programming.  The Programmer shall furnish  programming to Licensee for up to 24 hours a day,
seven days a week,  except for the broadcast of  Licensee’s  Programming.  The nature of the program  service to be
provided by the Programmer  will be determined by Programmer  subject to applicable FCC rules and  regulations  and
subject further to the requirement that  Programming  will serve the public  interest.  Throughout the term of this
Agreement  Programmer shall provide sufficient  programming at least to meet the minimum  operational  requirements
for AM broadcast  Stations as provided by Section 73.1740 of the FCC’s Rules and Regulations.  47 C.F.R. § 73.1740.
At the date of this Agreement,  that minimum requires at least eight (8) hours of programming  between the hours of
6:00 a.m.  and 6:00 p.m.,  local time;  and at least four (4) hours of  programming  between the hours of 6:00 p.m.
and midnight.

                  4.1.  Licensee’s  Programming.  Licensee  shall be entitled,  but not  obligated,  to provide and
broadcast four (4) hours per week of programming on the Station,  including  public affairs  programming to address
the issues and problems of San Bernardino,  California,  and the surrounding  service area. Nothing herein shall be
interpreted or construed to restrict to the hours set forth in this  subsection the  Licensee’s  general  authority
over  programming  under this  Agreement.  In all such cases,  Licensee will use its best  commercially  reasonable
efforts to give Programmer  reasonable  advance notice of its intention to broadcast  pursuant to this section and,
in the event of such  broadcasts,  Programmer  shall receive a payment credit for any programming  which would have
been supplied by it during the time of such broadcasts by Licensee.

         5.       Station  Facilities.  Throughout  the term of this  Agreement,  Licensee  shall make the  Station
available  to the  Programmer  as  provided in this  Agreement,  except for  Licensee’s  Programming  and  downtime
occasioned by routine  maintenance  which will be performed  between the hours of 12 midnight and 6:00 a.m.  Except
for  maintenance  work and other  improvements  to the Station or the  Station’s  equipment  performed by or at the
direction of Programmer,  any  maintenance  work affecting the operation of the Station at full power,  except such
emergency  maintenance as is required to maintain  compliance with the Station’s license or FCC regulations,  rules
or policies,  shall be scheduled  upon at least 48 hours prior notice with the agreement of the  Programmer,  which
agreement shall not be unreasonably delayed or withheld.

         6.       Handling  of Mail.  The  Programmer  shall  provide to  Licensee  the  original  or a copy of any
correspondence  which it receives from a member of the public  relating to the  Programming  to enable  Licensee to
comply with FCC rules and  policies,  including  those  regarding the  maintenance  of the public  inspection  file
(which shall at all times remain the responsibility of Licensee).

         7.       Programming and Operations  Standards.  All programs  supplied by the Programmer shall be in good
taste  and  shall  meet in all  material  respects  all  requirements  of the  Communications  Act of 1934  and all
applicable  rules,  regulations  and policies of the FCC and the  policies of the Station  described in Schedule 7.
All advertising spots and promotional  material or announcements  shall comply with all applicable  federal,  state
and local  regulations and Station  policies.  If, in the reasonable  judgment of Licensee or the Station's General
Manager,  any portion of the Programming  presented by the Programmer  does not meet such  standards,  Licensee may
suspend or cancel any such portion of the Programming.

         8.       Responsibility for Employees and Related Expenses.

                  8.1  Programmer  Employees.  The  Programmer  shall  furnish  (or  cause  to  be  furnished)  the
personnel and material for the  production of the  Programming  to be provided by this  Agreement.  The  Programmer
shall  employ and be  responsible  for the  salaries,  taxes,  insurance  and related  costs and  benefits  for all
personnel  used in the  production of  Programming  (including  sales  people,  traffic  personnel and  programming
staff).  The  Programmer  shall not pay or reimburse the salaries or other costs  associated  with any employees of
Station  that  Licensee  may be required to employ or may elect to employ on or after the date of  commencement  of
this Agreement.

                  8.2  Licensee  Employees.   Licensee  will  provide  and  have  responsibility  for  the  Station
personnel  necessary  for  compliance  with the  requirements  of  Licensee  as set  forth by the FCC,  and will be
responsible  for the  salaries,  taxes,  insurance and related  costs for all such Station  personnel.  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,  the Manager of the Station  shall be employed and paid by
Licensee,  report  solely to, and be  accountable  solely to,  Licensee  and shall  direct,  subject to  Licensee’s
exclusive  oversight and control,  the  day-to-day  operations of the Station.  Licensee  shall employ and pay such
other full-time  personnel,  or equivalent thereof (not less than one), as Licensee  determines may be necessary to
fulfill its obligations as a licensee under the Communications Act and the rules and regulations of the FCC.

                  8.3 Employee  Oversight.  Whenever on the Station's  premises,  all personnel shall be subject to
the supervision and the direction of the Station's General Manager and/or the Station's Chief Operator.

         9.       Advertising and  Programming  Revenues.  During the  Programming it delivers to the Station,  the
Programmer  shall  have  full  authority  to  sell  for its own  account  commercial  spot  advertising  and  block
programming time on the Station and to retain all revenues from the sale of such  advertising and programming.  The
parties  agree that the  Programmer  shall have  complete  discretion,  reasonably  exercised,  to deal as it deems
reasonably  appropriate with all advertising and programming  accounts relating to advertising and programming sold
by it;  provided,  however,  the  Programmer  shall deal with  political  candidate  and supporter  advertising  as
required by law and provide Licensee with requisite  documentation for the Station’s public file.  Programmer shall
prepare and supply to Licensee a  Political  Advertising  Disclosure  Statement  setting  forth the manner in which
Programmer sells program and spot time and informing  political  advertisers of their rights and  obligations.  The
Political Advertising  Disclosure Statement shall be subject to the approval of Licensee,  which approval shall not
unreasonably be withheld.

         10.      Operation of the Station.

                  10.1  Verification  of  Licensee's  Control and Rights of Licensee.  Notwithstanding  anything to
the contrary in this  Agreement,  Licensee  shall have full  authority  and power over the operation of the Station
during the period of this  Agreement.  Licensee  shall provide and pay for Licensee’s  employees,  who shall report
and be accountable  solely to Licensee,  shall be responsible for the direction of the day-to-day  operation of the
Station,  and shall oversee the Station's  studio and transmission  equipment and facilities,  including the tower,
antenna,  transmitter and transmission line, and Station's studio  transmitter link.  Licensee shall retain control
over the policies,  programming and operations of the Station,  including,  without limitation, the right to decide
whether to reasonably  accept or reject any  programming  or  advertisements  which  Licensee  deems  unsuitable or
contrary to the public  interest;  the right to preempt  any  programs  in order to  broadcast a program  deemed by
Licensee  to be of  greater  national,  regional,  or local  interest;  and the  right to take  any  other  actions
necessary for compliance with the laws of the United States, the State of California,  the rules, regulations,  and
policies of the FCC (including the prohibition on unauthorized  transfers of control),  and the rules,  regulations
and policies of other federal governmental  authorities,  including the Federal Trade Commission and the Department
of Justice.  Licensee  agrees that it shall carry its own public  service  programming at such times as the parties
may agree based on the  reasonable  programming  needs of the  Programmer.  With  respect to the  operation  of the
Station,  Licensee shall at all times be solely  responsible for meeting all of the FCC's requirements with respect
to the  broadcast  and  nature of any  public  service  programming,  for  maintaining  the  political  and  public
inspection  files and the Station log, and for the  preparation of all  programs/issues  lists.  Licensee  verifies
that it shall  maintain the ultimate  control over the Station's  facilities,  including  control over the finances
with respect to its operation of the Station,  over the personnel  operating the Station,  and over the programming
to be broadcast by the Station.

                  10.2.  Verification by Programmer and Obligations of Programmer.  The Programmer will, during the
term of this Agreement,  provide local news and public affairs  programming  relevant to the Station's community to
assist  Licensee in satisfying  its  obligations  to respond to the needs of its  community.  Programmer  will also
forward to  Licensee  within  twenty-four  (24) hours of receipt by  Programmer,  any  correspondence  from the FCC
regarding  the  Station  or  letter  from  a  member  of the  general  public  addressing  Station  programming  or
documentation  which comes into its custody which is required to be included in the Station's  public file or which
is reasonably  requested by Licensee.  The Programmer  shall furnish  within the  Programming on behalf of Licensee
all station identification  announcements  required by the FCC rules, and shall, upon request by Licensee,  provide
monthly  documentation  with respect to such of the Programmer's  programs which are responsive to the public needs
and  interests  of the area served by the Station in order to assist  Licensee in the  preparation  of any required
programming  reports.  Programmer  also will provide upon request other  information to enable  Licensee to prepare
other  records,  reports  and logs  required by the FCC or other  local,  state or federal  governmental  agencies.
Programmer  shall cause the Station to transmit any required tests or  announcements  of the Emergency Alert System
at such times as are  required  by FCC rule.  Programmer  shall  maintain  and  deliver to  Licensee  copies of all
operating  and  programming  information,  including  without  limitation  EBS or  EAS  announcements  and  station
operating logs, as necessary to maintain the records required to be kept by the FCC’s rules or policies.

         11.      Station Call  Letters.  So long as it is the licensee of the  Station,  Licensee  will retain all
rights to the call letters  KEZY-AM (the “Call  Letters”).  Programmer is  specifically  authorized to use the Call
Letters in  Programmer’s  Programming  and,  subject to the  conditions  and  provisions  of  Section  7.2,  in any
promotional material in any media used in connection with the Programming.

         12.      Special Events.  Licensee shall have the right, in its reasonable  discretion,  to preempt any of
the  broadcasts  of the  Programming  referred to herein,  and to use part or all of the hours of  operation of the
Station  for the  broadcast  of  events of  special  importance.  In all such  cases,  Licensee  will use its best,
commercially  reasonable,  efforts to give the Programmer reasonable advance notice of its intention to preempt any
regularly  scheduled  programming,  and, in the event of such  preemption,  the Programmer  shall receive a payment
credit for any programming which would have been supplied by it during the time of such broadcasts by Licensee.

         13.      Right to Use the  Programming.  The right to use the  Programming  produced by the Programmer and
to  authorize  its use in any  manner  and in any media  whatsoever  shall be at all times be vested  solely in the
Programmer except as authorized by this Agreement.

         14.      Payola.  The Programmer  will provide to Licensee in advance of broadcast any  information  known
to the  Programmer  regarding  any  money or other  consideration  which  has been  paid or  accepted,  or has been
promised to be paid or to be accepted,  for the inclusion of any matter as a part of any  programming or commercial
material to be supplied to Licensee by the  Programmer  for  broadcast on the  Station,  unless the party making or
accepting  such  payment is  identified  in the  program as having  paid for or  furnished  such  consideration  in
accordance with FCC  requirements.  Should the Station determine that an announcement is required by Section 317 of
the  Communications  Act of 1934 and related  FCC rules,  the  Programmer  will  insert  that  announcement  in the
Programming.   The  Programmer  will  obtain  from  its  employees  responsible  for  the  Programming  appropriate
anti-payola/plugola  affidavits.  Commercial  matters  with  obvious  sponsorship  identification  will not require
disclosure  beyond the  sponsorship  identification  contained in the commercial  copy. The Programmer  will at all
times comply,  and seek to have its employees  comply,  in all material  respects with the requirements of Sections
317 and 507 of the Communications Act of 1934, as amended, and the related rules and regulations of the FCC.

         15.      Compliance  with Law.  The  Programmer  will comply in all  material  respects  with all laws and
regulations applicable to the broadcast of programming by the Station.

         16.      Indemnification.  Each party hereto shall indemnify and hold the other, its officers,  directors,
stockholders,  partners,  affiliates  and  employees  harmless  from  and  against  any  and all  claims,  damages,
liability,  forfeitures,  costs and expenses,  including reasonable attorneys' fees, arising out of: (i) any breach
or non-performance by said party of any of its  representations,  warranties,  covenants or agreements set forth in
this Agreement;  (ii) any libel,  slander,  illegal competition or trade practice,  violation of rights of privacy,
and infringement of copyrights or other proprietary  rights;  and (iii) any violations of the Communications Act of
1934 or FCC rules resulting from said party’s operation of the Station or its programming broadcast thereon.

         17.      Events of Default; Cure Periods and Remedies.

                  17.1       Events of  Default.  The  following  shall  constitute  Events of  Default  under this
Agreement:

                           17.1.1 Non-Payment.  The Programmer's  failure to pay the Consideration  within ten (10)
days after written notice of a failure to pay said amount when due.

                           17.1.2  Default in Covenants  or Adverse  Legal  Action.  The default by either party in
the performance of any material covenant,  condition or undertaking  contained in this Agreement,  and such default
is not cured within  thirty (30) days after  receipt of notice of default,  or if either party shall make a general
assignment  for  the  benefit  of  creditors,  files  or has  filed  against  it a  petition  for  bankruptcy,  for
reorganization,  or for the  appointment  of a  receiver,  trustee or  similar  creditors'  representative  for the
property or assets of such party under any federal or state  insolvency  law,  which,  if filed against such party,
has not been dismissed or discharged within 30 days thereafter.

                           17.1.3  Breach of  Representation.  If any material  representation  or warranty made by
either party in this Agreement,  or in any certificate or document  furnished by either party to the other pursuant
to the  provisions of this  Agreement,  shall prove to have been false or misleading in any material  respect as of
the time made or furnished,  and such  misrepresentation or breach of warranty is not cured within thirty (30) days
after receipt of notice of misrepresentation or breach.

                  17.2 Termination  Upon Default.  Upon the occurrence of an Event of Default,  the  non-defaulting
party may terminate  this  Agreement  (except to the extent the  provisions of Section 21 shall survive as provided
therein),  provided that it is not also in material  default under this Agreement.  If the Programmer has defaulted
in the  performance of its  obligations,  all amounts  accrued or payable to Licensee up to the date of termination
which have not been paid,  less any payment  credits  outstanding  in favor of the  Programmer,  shall  immediately
become due and payable,  and Licensee shall be under no further  obligation to make available to the Programmer any
broadcast  time or broadcast  transmission  facilities  and Licensee shall not be required to return any portion of
the  Consideration,  provided  that  Licensee  agrees,  for a period of time not to exceed  ninety  (90)  days,  to
cooperate  reasonably  with the Programmer to discharge any remaining  obligations of the Programmer in the form of
air time following the effective date of  termination.  Licensee shall retain all revenue for  programming,  spots,
announcements,  or features  broadcast on the Station  after the  termination  of this  Agreement  pursuant to this
Section 17.2. If Licensee has defaulted in the  performance  of its  obligations,  Programmer  shall be entitled to
cure the default of  Licensee,  at  Licensee’s  sole cost for actual,  reasonable  costs and  expenses  incurred by
Programmer relating to the cure of Licensee’s  default,  and shall be entitled to deduct the cost of said cure from
any  Consideration  which is or may become due;  provided,  however,  that in the event  Programmer  shall elect to
terminate this  Agreement,  all  Consideration  paid to Licensee which relates to periods after  termination  shall
immediately become due and payable by Licensee to Programmer.

                  17.3  Liabilities  Upon  Termination.  The  Programmer  shall  be  responsible  for  all  of  its
liabilities,  debts and obligations accrued from the purchase of broadcast time and transmission  facilities of the
Station,  including,  without limitation,  indemnification  pursuant to Section 16 hereof, accounts payable, barter
agreements  and  unaired  advertisements,  but not  for  Licensee's  federal,  state,  and  local  tax  liabilities
associated  with  Programmer's  payments  to  Licensee as provided  for  herein,  or for any other  obligations  or
liabilities of Licensee or the Station unless  specifically  assumed by the Programmer  under this Agreement.  Upon
termination,  the  Programmer  shall  return to Licensee  any  equipment  or  property  of the Station  used by the
Programmer,  its employees or agents,  in substantially the same condition as such equipment existed on the date of
this Agreement,  ordinary wear and tear excepted,  provided that the Programmer shall have no liability to Licensee
for any property of Licensee which through  ordinary use became obsolete or unusable,  and any equipment  purchased
by the Programmer,  whether or not in replacement of any obsolete or unusable  equipment of Licensee,  shall remain
the property of the Programmer.  Provided  Programmer is not in default  hereof,  in the event this Agreement shall
terminate as set forth in Section 3.2,  Licensee shall pay Programmer a prorated  share of the  Consideration  that
is paid in advance to Licensee by Programmer.


         18.      Termination Upon Order of Judicial or Governmental Authority.

                  18.1     Conduct of the Parties.  If any court of competent  jurisdiction  or any federal,  state
or local  governmental  authority  designates a hearing with respect to the  continuation or renewal of any license
or  authorization  held by Licensee for the  operation of the Station,  advises any party to this  Agreement of its
intention to  investigate or to issue a challenge to or a complaint  concerning  the  activities  permitted by this
Agreement,  or orders the  termination  of this  Agreement  and/or the  curtailment  in any manner  material to the
relationship  between the parties to this  Agreement of the  provision of  programming  by  Programmer,  each party
shall have the option to seek  administrative  or judicial  appeal of or relief from such  order(s) (in which event
the other party  reasonably  shall  cooperate with the party seeking relief from such order and each party shall be
responsible for legal fees it has incurred in such proceedings). Notwithstanding the foregoing:

                           18.1.1   Of Licensee.  Subject to Section 16,  Licensee is responsible  for all costs of
defending  the license of the Station to the extent any court of competent  jurisdiction  or any federal,  state or
local  governmental  authority  designates a hearing with respect to the  continuation or renewal of any license or
authorization  held by Licensee  for the  operation  of the  Station,  advises any party to this  Agreement  of its
intention to  investigate or to issue a challenge to or a complaint  concerning  the  activities  permitted by this
Agreement,  or orders the  termination  of this  Agreement  and/or the  curtailment  in any manner  material to the
relationship  between the parties to this Agreement of the provision of  programming by Programmer,  as a result of
the conduct or programming of Licensee, or its employees or agents (excluding Programmer).

                           18.1.2   Of Programmer.  Subject to Section 16,  Programmer is responsible for all costs
of defending  the license of the Station to the extent any court of competent  jurisdiction  or any federal,  state
or local  governmental  authority  designates a hearing with respect to the  continuation or renewal of any license
or  authorization  held by Licensee for the  operation of the Station,  advises any party to this  Agreement of its
intention to  investigate or to issue a challenge to or a complaint  concerning  the  activities  permitted by this
Agreement,  or orders the  termination  of this  Agreement  and/or the  curtailment  in any manner  material to the
relationship  between the parties to this Agreement of the provision of  programming by Programmer,  as a result of
the conduct or programming of Programmer or its employees or agents (excluding Licensee).

                  18.2     Existence of the LMA. If the FCC designates  the renewal  application of the Station for
a hearing as a consequence  of the  existence of this  Agreement per se or for any reason other than as a result of
the conduct or programming of Programmer,  Licensee,  subject to Section 16, shall be responsible  for its expenses
incurred as a consequence  of the FCC  proceeding;  provided,  however,  that the  Programmer  shall  cooperate and
comply with any  reasonable  request of Licensee to  assemble  and provide to the FCC  information  relating to the
Programmer's  performance under this Agreement.  Upon termination  following such governmental  order(s),  Licensee
shall  reasonably  cooperate  with the  Programmer  to the extent  permitted  to enable the  Programmer  to fulfill
advertising or other  programming  contracts then  outstanding.  Licensee shall retain all revenue for programming,
spots,  announcements,  or features  broadcast on the Station after the  termination of this Agreement  pursuant to
such governmental order(s).

         19.      Representations and Warranties.

                  19.1 Mutual  Representations  and  Warranties.  Each of Licensee  and the  Programmer  represents
to the other  that (a) it is, or as of the  Commencement  Date will be,  an entity  legally  qualified  and in good
standing in all applicable  jurisdictions  and is or, as of the Commencement Date will be, qualified to do business
and in good standing with the State of California;  (b) it is fully  qualified,  empowered,  and able to enter into
this Agreement;  (c) this Agreement has been approved by all necessary  corporate and  partnership  action and that
this Agreement  constitutes  the valid and binding  obligation of such party,  enforceable  in accordance  with the
terms of this  Agreement  subject  only to  applicable  bankruptcy,  reorganization,  insolvency  or  similar  laws
affecting  creditors' rights generally;  (d) the execution,  delivery and performance  hereof does not constitute a
breach or violation of any  agreement,  contract or other  obligation to which such party is subject or by which it
is bound,  or does not  constitute  a default  under or result in the creation of any lien,  charge or  encumbrance
upon any property or assets of Programmer or Licensee,  or violate any law,  regulation,  judgment or order binding
upon  Programmer  or  Licensee;  (e)  no  consent  of any  other  party,  and  no  consent,  license,  approval  or
authorization  of, or exemption  by, or filing,  restriction  or  declaration  with,  any  governmental  authority,
bureau,  agency or  regulatory  authority  is required in  connection  with the  execution,  delivery,  validity or
enforceability  of this  Agreement;  and (f) no proceeding is pending  against  Programmer or Licensee,  or, to the
knowledge of Programmer or Licensee,  threatened  before any court or governmental  agency to restrain or prohibit,
or to obtain  damages,  or other relief in connection with this Agreement or the  consummation of the  transactions
contemplated  hereby.  Programmer  represents  that it has not  engaged  a media  broker  in  connection  with this
Agreement;  Licensee  represents  that it has not engaged a media  broker in  connection  with this  Agreement  and
Programmer  and  Licensee  each agrees to  indemnify  the other and hold the other  harmless  against any claim any
media  broker or finder  based  upon any  agreement,  arrangement,  or  understanding  alleged to have been made by
Programmer or by Licensee, as the case may be.

                  19.2  Representations,  Warranties  and  Covenants  of  Licensee.  Licensee  makes the  following
additional representations, warranties and covenants:

                           19.2.1   Authorizations.  Licensee  owns and holds all  licenses  and other  permits and
authorizations  necessary for the operation of the Station as presently conducted (including licenses,  permits and
authorizations  issued by the FCC), and such licenses,  permits and authorizations will be in full force and effect
for the entire term,  unimpaired by any acts or omissions of Licensee,  its principals,  employees or agents. There
is not now pending or, to Licensee’s  best knowledge,  threatened,  any action by the FCC or other party to revoke,
cancel,  suspend,  refuse to renew or modify  adversely any of such licenses,  permits or  authorizations,  and, to
Licensee’s  best  knowledge,  no event has occurred  that allows or,  after notice or lapse of time or both,  would
allow,  the  revocation  or  termination  of such  license,  permits or  authorizations  or the  imposition  of any
restriction thereon of such a nature that may limit the operation of the Station as presently  conducted.  Licensee
has no reason to believe that any such  license,  permit or  authorization  will not be renewed  during the term of
this Agreement in its ordinary course.  Licensee is not in violation of any statute,  ordinance,  rule, regulation,
order  or  decree  of any  federal,  state,  local or  foreign  governmental  agency,  court  or  authority  having
jurisdiction  over it or over any part of its  operations  or  assets,  which  default or  violation  would have an
adverse effect on Licensee or its assets or on its ability to perform this Agreement.

                           19.2.2   Filings.  All material reports and  applications  required to be filed with the
FCC or any other  governmental  agency,  department or body in respect of the Station have been,  and in the future
will be,  filed in a timely  manner and are and will be true and complete and  accurately  present the  information
contained  therein.  All such reports and  documents,  to the extent  required to be kept in the public  inspection
files of the Station,  are and will be kept in such files. Upon request by Licensee,  Programmer shall provide in a
timely manner any such  information or documents in its possession  which will enable Licensee to prepare,  file or
maintain the records and reports required by the FCC.

                           19.2.3   Title to  Properties.  Licensee  has,  and  will  throughout  the  term  hereof
maintain,  good and  marketable  title to all of the assets and  properties  including,  without  limitation,  real
property,  necessary for the operation of the Station,  free and clear of any liens,  claims or security  interests
that would  affect  adversely  Licensee’s  performance  hereunder  or the business  and  operations  of  Programmer
permitted  hereby.  Except in the  ordinary  course of  business  of the Station  consistent  with past  practices,
Licensee will not dispose of, transfer,  assign or pledge any such asset,  except with the prior written consent of
Programmer,  if such action would affect adversely Licensee’s  performance hereunder or the business and operations
of Programmer permitted hereby.

                           19.2.4  Payment  of  Obligations.  Licensee  shall  pay in a timely  fashion  all of its
debts,  assessments and obligations,  including without limitation tax liabilities and payments attributable to the
operations of the Station,  as they come due from and after the  effective  date of this  Agreement,  to the extent
failure to do so will affect Programmer’s rights under this Agreement.

                           19.2.5  Insurance.  Licensee will maintain in full force and effect  throughout the term
of this Agreement  insurance with  responsible  and reputable  insurance  companies fire and extended  coverage and
liability  insurance  and such other  insurance as may be required by law or  consistent  with past practice of the
Station.  Except as otherwise permitted by the Purchase  Agreement,  any insurance proceeds received by Licensee in
respect of damaged  property will be used to repair or replace such property so that the  operations of the Station
conform with this Agreement.

                  19.3.    Programmer’s Representations, Warranties and Covenants.

                           19.3.1   Compliance with 47 C.F.R.  Sec.  73.3555(a)(2)(ii).  Programmer hereby verifies
that this Agreement  complies with the FCC’s  restrictions on local and national multiple station ownership set out
in Section 73.3555(a)(1) and (e)(1) of the FCC Rules.

                           19.3.2   Compliance  with Applicable  Law.  Programmer’s  performance of its obligations
under the Agreement and its  furnishing  of  Programming  will be in  compliance  with,  and will not violate,  any
applicable laws or any applicable rules, regulations, or orders of the FCC or any other governmental agency.

                           19.3.3   FCC Qualifications.  Programmer has no knowledge after due inquiry of any facts
concerning  Programmer or any other person with an  attributable  interest in  Programmer  (as such term is defined
under the Rules and  Regulations of the FCC) which,  under present law (including the  Communications  Act of 1934,
as amended  (“the Act”)) and the Rules and  Regulations  of the FCC,  would  disqualify  Programmer  from being the
holder of the FCC Licenses,  the owner of the Sale Assets or the operator of the Station upon  consummation  of the
transactions  contemplated  by this  Agreement;  or raise a substantial  and material  question of fact (within the
meaning of Section 309(e) of the Act) respecting Programmer's qualifications.

                           19.3.4   Compliance  with  Copyright  Act.  Programmer   represents  and  warrants  that
Programmer  has full authority to broadcast its  programming on the Station and the Programmer  shall not broadcast
any material in violation of any law, rule,  regulation or the Copyright Act.  Programmer  acknowledges  that it is
solely  responsible  for payment of any public  performance  music license fees or royalties for music contained in
the  Programming,  spots,  announcements,  features  or any other  programming  of  Programmer  including,  without
limitation, fees payable to ASCAP, BMI and/or SESAC.

         20.      Modification  and Waiver.  No  modification or waiver of any provision of this Agreement shall be
effective  unless  made in writing  and signed by the party  adversely  affected,  and any such  waiver and consent
shall be effective only in the specific instance and for the purpose for which such consent was given.

         21.      No Waiver:  Remedies  Cumulative.  No failure or delay on the part of Licensee or the  Programmer
in exercising any right or power under this Agreement  shall operate as a waiver  thereof,  nor shall any single or
partial  exercise of any such right or power,  or any  abandonment  or  discontinuance  of steps to enforce  such a
right or power,  preclude any other or further  exercise  thereof or the exercise of any other right or power.  The
rights  and  remedies  of the  parties to this  Agreement  are  cumulative  and are not  exclusive  of any right or
remedies that either may otherwise have.

         22.      Construction.  This  Agreement  shall be  construed in  accordance  with the laws of the State of
California.  The  obligations of the parties to this  Agreement are subject to all federal,  state or local laws or
regulations, including those of the FCC, now or hereafter in force.

         23.      Headings.  The headings  contained in this Agreement are included for convenience  only and shall
not in any way alter the meaning of any provision.

         24.      Successors  and  Assigns.  This  Agreement  shall be binding upon and inure to the benefit of the
parties and their  respective  successors  and assigns.  Neither party may assign any of its rights or  obligations
under this Agreement  without the prior written  consent of the other party,  except that Programmer may assign its
rights and  obligations,  or any of them,  to an entity  controlled  by or under  common  control  with  Programmer
without the prior written consent of Licensee.

         25.      Counterpart Signatures.  This Agreement may be signed in one or more counterparts,  each of which
shall be deemed a duplicate original and be binding on the parties to this Agreement.

         26.      Notices.  Any notice required  hereunder  shall be in writing and shall be sufficiently  given if
delivered by a nationally  recognized  overnight  delivery  service or sent by registered or certified mail,  first
class postage prepaid, or by telegram, facsimile or similar means of communication, addressed as follows:

         If to Licensee, to:

                           Inland Radio, Inc.
                           4880 Santa Rosa Road
                           Camarillo, CA 93012
                           Attn:  Jonathan L. Block, Vice President
                           Telephone: (805) 987-0400

         If to the Programmer, to:

                           c/o R.S. Hinz
                                    25233 Anza Drive
                                    Valencia, CA 91355

                  26.1.  Alternate  Addressees.  Notice,  as  provided by this  Section,  may be given to any other
person or party,  as any  party  hereto  may in the  future  designate  in  writing,  upon due  notice to the other
party(ies).

                  26.2.  Date of Notice,  Action.  The date of delivery by hand, or the postal  receipt for deposit
with  the U.S.  Mail or  courier  service  specified  herein  shall  establish  the  date of such  notification  or
communication.  If any  notification,  communication or action is required or permitted to be given or taken within
a certain  period of time and the last date for doing so falls on a Saturday,  Sunday,  or a federal legal holiday,
the last day for such  notification,  communication  or action shall be extended to the first date thereafter which
is not a Saturday, Sunday or such legal holiday.

         27.      Expenses;  Attorney's Fees. In the event any action is filed with respect to this Agreement,  the
prevailing  party  shall be  reimbursed  by the other  party for all its  actual  costs and  expenses  incurred  in
connection with the action, including without limitation reasonable attorney's fees.

         28.      Entire  Agreement.  This Agreement  embodies the entire  agreement  between the parties and there
are no other  agreements,  representations,  warranties,  or  understandings,  oral or written,  between  them with
respect to the subject matter hereof.

         29.      Severability.  The  provisions  of  this  Agreement  are  severable.  If any  provision  of  this
Agreement  or the  application  thereof  to any  person or  circumstance  is held  invalid,  the  provision  or its
application  shall be modified to the extent  possible to reflect the expressed  intent of the parties,  but in any
event  invalidity  shall not affect other  provisions or  applications  of this  Agreement that can be given effect
without the invalid provision or application.

         30.      Specific  Performance.  Licensee  acknowledges  that the  Station  is of a special,  unique,  and
extraordinary  character,  and that any  breach of this  Agreement  by  Licensee  could not be  compensated  for by
damages.  Accordingly,  if  Licensee  shall  breach its  obligations  under  this  Agreement,  Programmer  shall be
entitled,  in addition to any of the  remedies  that it may have,  to  enforcement  of this  Agreement  (subject to
obtaining  any required  approval of the FCC) by decree of specific  performance  or  injunctive  relief  requiring
Licensee to fulfill its  obligations  under this  Agreement.  In any action by Programmer to equitably  enforce the
provisions of this  Agreement,  Licensee shall waive the defense that there is an adequate  remedy at law or equity
and agrees that  Programmer  shall have the right to obtain  specific  performance  of the terms of this  Agreement
without being required to prove actual damages, post bond or furnish other security.

         31.      Time of the Essence.  Time is of the essence with respect to all rights and  obligations  of this
Agreement.

         32.      Resolution of Claims and Disputes.  Regardless of the place of execution,  this  Agreement  shall
be deemed to be a contract made in the State of California  and shall be  interpreted as a contract to be performed
wholly in the State of  California.  The law of the State of  California  shall be  applied  without  regard to the
principles of conflicts of laws. Each party  expressly  waives any presumption or rule, if any, which requires this
Agreement  and/or any other Agreement to be construed  against the drafting party.  Any claims or disputes  arising
out of or relating to this  Agreement  shall be resolved  only by mediation  or, if mediation  does not resolve the
claim or dispute within ten (10) days of notice  demanding  mediation,  by arbitration in accordance with the Rules
of Procedure for Commercial  Arbitration of the American  Arbitration  Association and any award therefrom shall be
rendered by the arbitrators as a judgment in any trial court having  jurisdiction in Los Angeles,  California or of
any other court having competent jurisdiction.

           33. No Waiver;  Remedies  Cumulative.  No  failure or delay on the part of  Licensee  or  Programmer  in
exercising any right or power hereunder shall operate as a waiver  thereof,  nor any single or partial  exercise of
any such right or power,  or any  abandonment or  discontinuance  of steps to enforce such a right or power,  shall
preclude  any other or  further  exercise  thereof  or the  exercise  of any other  right or power.  The rights and
remedies of  Licensee  and  Programmer  herein  provided  are  cumulative  and are not  exclusive  of any rights or
remedies that they may otherwise have.

           34.  Confidentiality.  Subject to the requirements of applicable law, Programmer and Licensee shall each
keep  confidential all information  obtained by it with respect to the other parties hereto in connection with this
Agreement and the negotiations  preceding this Agreement,  and will use such information  solely in connection with
the  transactions  contemplated  by this  Agreement.  Notwithstanding  the foregoing,  no party will be required to
keep  confidential or return any information  which:  (i) is known or available  through other lawful sources,  not
known to the disclosing  party to be bound by a  confidentiality  agreement with the disclosing  party;  (ii) is or
becomes  publicly  known through no fault of the receiving  party or its agents;  (iii) is required to be disclosed
pursuant  to a valid  order of a  judicial  or  governmental  authority  (provided  the  disclosing  party is given
reasonable  prior  notice of the order or request  and the  purpose of  disclosure);  or (iv) is  developed  by the
receiving party independently of the disclosure by the disclosing party.

           35.  Explication.  Unless the context of this Agreement  clearly requires  otherwise,  references to the
plural  include the singular and to the singular  include the plural,  references  to any gender  include any other
gender,  the part includes the whole,  the term  “including” is not limiting,  and the term “or” has,  except where
otherwise  indicated,  the inclusive  meaning  represented by the phrase  “and/or.” The words  “hereof,”  “herein,”
“hereby,”  “hereunder,”  and similar  terms in this  Agreement  refer to this  Agreement  as a whole and not to any
particular provision of this Agreement.  Article, section, subsection,  clause, exhibit and schedule references are
to this  Agreement,  unless  otherwise  specified.  Any  reference in or to this  Agreement or any of the ancillary
agreements includes any and all permitted alterations,  amendments, changes, extensions,  modifications,  renewals,
or supplements thereto or thereof, as applicable.

           36. No Joint  Venture.  The parties agree that nothing herein shall  constitute a joint venture  between
them. The parties  acknowledge  that call letters,  trademarks and other  intellectual  property shall at all times
remain the  property of the  respective  parties and,  except as provided in Section 21, that  neither  party shall
obtain any ownership interest in the other party’s intellectual property by virtue of this Agreement.

           37.  Cooperation.  Each party will cooperate with the other with respect to  establishing  and attaining
the strategic and operational goals of the Station.

           38.  Construction  of  Agreement.  This  Agreement is the product of  negotiation  and  preparation  by,
between and among  Programmer  and  Licensee  and their  respective  attorneys.  Accordingly,  the  parties  hereto
acknowledge  and agree that this  Agreement  shall not be deemed  prepared or drafted by one party or another,  and
shall be construed accordingly.

           39. Further  Assurances.  After the Commencement Date, each of the parties,  upon the reasonable request
of the  other,  will take such  reasonable  actions  or  deliver or  execute  such  further  documents,  materials,
signatures,  or information as may be reasonably necessary to assure compliance with, or effectuation of, the terms
and conditions to this Agreement and the bona fide good faith intentions of the parties hereto.

           40.  Schedules and Exhibits.  All schedules,  exhibits and riders  attached to this  Agreement  shall be
deemed part of this Agreement and incorporated herein, where applicable, as if full set forth herein.
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

                                                     SCHEDULE 2

                                                        FEES

       (a)   Programmer shall pay Licensee $16,666.00 per month during the term of this Agreement.

       (b)   For and during the Term hereof,  Programmer  shall  reimburse  Licensee  for all normal and  customary
out-of-pocket  costs and  expenses  associated  with or  arising  out of the  operation  of the  Station  (“Station
Expenses”)  including (without  limitation) the cost to maintain the Station’s  transmitter and antennas,  premiums
for insurance,  and the cost and expense of all  utilities,  telephones and music license fees for the operation of
the Station.  Notwithstanding  the preceding  sentence,  “Station  Expenses” shall not include any cost or expenses
associated  with (i)  employment,  including  salaries,  taxes,  insurance  and  related  costs,  of the  employees
identified  in Section 8.2 hereof,  nor (ii) any  inter-company  charges.  All  Station  Expenses  shall be due and
payable  not later than thirty  (30) days after  Programmer’s  receipt of written  itemizations  of said  expenses.
Notwithstanding  the forgoing,  nothing in this Schedule 2 should alter the allocation of expenses set forth in the
lease  agreement for the Station  transmitter  site to be entered into between  Edward G.  Atsinger III,  Stuart W.
Epperson and Programmer on the Closing Date, which allocation  should  immediately apply following the Commencement
Date as though it had previously become effective.



                                                     SCHEDULE 7

       The Programmer  agrees to cooperate  with Licensee in the  broadcasting  of programs in a manner  consistent
with the standards of Licensee, as set forth below:

       1.    Election  Procedures.  At least 90 days before the start of any primary or regular election  campaign,
the Programmer will  coordinate with Licensee's  General Manager the rate the Programmer will charge for time to be
sold to  candidates  for public office  and/or their  supporters to make certain that the rate charged  conforms to
all applicable  laws and Station  policy.  Throughout a campaign,  the  Programmer  will comply with all applicable
laws and rules concerning  political  candidacy  broadcasts and will promptly notify Licensee's  General Manager of
any disputes concerning either the treatment of or rate charged a candidate or supporter.

       2.    Required  Announcements.  The Programmer shall broadcast (i) an announcement in a form satisfactory to
Licensee at the beginning of each hour to identify the Station,  (ii) an  announcement  at the beginning and end of
each program, and hourly, as appropriate,  to indicate that program time has been purchased by the Programmer,  and
(iii) any other announcement that may be required by law, regulation, or Station policy.

       3.    Commercial  Recordkeeping.  The Programmer  shall maintain such records of the receipt of, and provide
such disclosure to Licensee of, any consideration,  whether in money, goods, services, or otherwise,  which is paid
or promised  to be paid,  either  directly or  indirectly,  by any person or company  for the  presentation  of any
programming  over the Station as are required by Sections 317 and 507 of the  Communications  Act and the rules and
regulations of the FCC.

       4.    No  Illegal  Announcements.  No  announcements  or  promotion  prohibited  by  federal or state law or
regulation of any lottery, game or contest shall be made over the Station.

       5.    Licensee Discretion Paramount.  In accordance with Licensee's  responsibility under the Communications
Act of 1934,  as  amended,  and the  rules and  regulations  of the  Federal  Communications  Commission,  Licensee
reserves the right to reject or terminate any  advertising or other  programming  proposed to be presented or being
presented  over the Station which is in conflict with law,  regulation,  Station  policy or which in the reasonable
judgment of Licensee or its General Manager would not serve the public interest.

       6.    Indecency  Hoaxes.  No  programming  violative of applicable  laws and rules  concerning  indecency or
hoaxes will be broadcast over the Station.

       7.    Controversial  Issues.  Any  broadcast  over the  Station  concerning  controversial  issues of public
importance shall comply with the then current FCC rules and policies.

       8.    Spot  Commercials.  The  Programmer  will provide,  for  attachment to the Station logs, a list of all
commercial announcements carried during its programming.

       Licensee may waive any of the foregoing  regulations in specific  instances if, in its  reasonable  opinion,
good  broadcasting  in the  public  interest  will be served  thereby.  In any case  where  questions  of policy or
interpretation  arise,  the  Programmer  shall notify  Licensee  before  making any  commitments  to broadcast  any
programming affected by such issues.