EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT


                  AGREEMENT,  dated as of October 1, 1999,  by and between Clear
Channel Communications, Inc., a Texas corporation (the Company), and Mark Mays
(Executive).

                  IN  CONSIDERATION of the premises and the mutual covenants set
forth below, the parties hereby agree as follows:

                  1. Employment. The Company hereby agrees to continue to employ
Executive as the  President  and Chief  Operating  Officer of the  Company,  and
Executive hereby accepts such continued employment,  on the terms and conditions
hereinafter set forth.

                  2. Term.  The period of employment of Executive by the Company
under this Agreement (the Employment Period) shall commence on October 1, 1999
(the  Commencement  Date) and shall continue  through the seventh  anniversary
thereof;  provided,  that, the Employment Period shall automatically be extended
for one (1) additional  day each day during the Employment  Period unless either
party gives written notice not to extend this Agreement.  The Employment  Period
may be sooner  terminated by either party in  accordance  with Section 6 of this
Agreement.

                  3.  Position  and  Duties.   During  the  Employment   Period,
Executive shall serve as President and Chief  Operating  Officer of the Company,
and shall  report  solely  and  directly  to the  Companys  Chairman  and Chief
Executive Officer and Board of Directors of the Company (the Board). Executive
shall have those  powers and duties  normally  associated  with the  position of
President and Chief Operating Officer of entities  comparable to the Company and
such other powers and duties as may be prescribed by the Board;  provided  that,
such other  powers  and  duties are  consistent  with  Executives  position  as
President and Chief Operating Officer of the Company.  Executive shall devote as
much of his working time,  attention and energies  during normal  business hours
(other than absences due to illness or vacation) to  satisfactorily  perform his
duties for the Company. Notwithstanding the above, Executive shall be permitted,
to  the  extent  such  activities  do  not  substantially   interfere  with  the
performance  by  Executive of his duties and  responsibilities  hereunder to (i)
manage Executives personal, financial and legal affairs, (ii) to serve on civic
or charitable  boards or committees  (it being  expressly  understood and agreed
that  Executives  continuing  to serve on any such board and/or  committees  on
which Executive is serving, or with which Executive is otherwise associated,  as
of the  Commencement  Date shall be deemed not to interfere with the performance
by Executive of his duties and responsibilities  under this Agreement) and (iii)
deliver lectures or fulfill speaking engagements.  During the Employment Period,
Executive shall also serve as a director of the Company. If L. Lowry Mays ceases
to serve as  Chairman  and Chief  Executive  Officer of the  Company at any time
during the  Employment  Period by reason of his death or  incapacity,  it is the
intention of the Board, that either Mark Mays or Randall Mays shall be appointed
as the  Chairman  and Chief  Executive  Officer  of the  Company  and the Board,
subject only to its  fiduciary  duties to the Company and its  stockholders  and
applicable law, shall take all action necessary to carry out such intention.

                  4. Place of Performance.  The principal place of employment of
Executive shall be at the Companys  principal executive offices in San Antonio,
Texas.

                  5.       Compensation and Related Matters.

          (a) Base Salary and Bonus.  During the Employment  Period, the Company
     shall pay Executive a base salary at the rate of not less than $350,000 per
     year  (Base   Salary).   Executives   Base  Salary   shall  be  paid  in
     approximately equal installments in accordance with the Companys customary
     payroll   practices.   The   Compensation   Committee  of  the  Board  (the
     Committee)  shall review  Executives  Base Salary for increase  (but not
     decrease)  no  less  frequently  than  annually  and  consistent  with  the
     compensation  practices and guidelines of the Company.  If Executives Base
     Salary is increased by the Company,  such  increased Base Salary shall then
     constitute the Base Salary for all purposes of this Agreement.  In addition
     to Base Salary,  Executive  shall be paid an annual bonus (the  Bonus) as
     provided  for under the annual  incentive  plan  maintained  by the Company
     and/or as the Committee so determines.

          (b) Expenses.  The Company shall promptly reimburse  Executive for all
     reasonable  business expenses upon the presentation of reasonably  itemized
     statements of such expenses in accordance  with the Companys  policies and
     procedures  now in force or as such policies and procedures may be modified
     with respect to all senior executive officers of the Company.  In addition,
     during the Employment  Period,  Executive shall be entitled to, at the sole
     expense  of the  Company,  the  use  of an  automobile  appropriate  to his
     position and no less  favorable than the  automobile  provided  immediately
     prior to the date of this Agreement.

          (c)  Vacation.  Executive  shall be entitled to the number of weeks of
     paid  vacation per year that he was eligible for  immediately  prior to the
     date of this Agreement,  but in no event less than four (4) weeks annually.
     Unused  vacation may be carried  forward from year to year.  In addition to
     vacation,  Executive  shall be  entitled  to the  number  of sick  days and
     personal days per year that other senior executive  officers of the Company
     with similar tenor are entitled under the Companys policies.

          (d) Services  Furnished.  During the  Employment  Period,  the Company
     shall furnish  Executive,  with office space,  stenographic and secretarial
     assistance  and such other  facilities  and services no less favorable than
     those that he was receiving immediately prior to the date of this Agreement
     or, if better,  as  provided  to other  senior  executive  officers  of the
     Company (other than the Chairman and Chief Executive Officer).

          (e)  Welfare,   Pension  and  Incentive  Benefit  Plans.   During  the
     Employment  Period,  Executive (and his spouse and dependents to the extent
     provided  therein) shall be entitled to participate in and be covered under
     all the welfare  benefit  plans or programs  maintained by the Company from
     time to time for the benefit of its senior  executives (other than benefits
     maintained  exclusively  for the  Chairman  and  Chief  Executive  Officer)
     including,  without  limitation,  all  medical,  hospitalization,   dental,
     disability,   accidental  death  and   dismemberment  and  travel  accident
     insurance  plans and  programs.  The Company  shall at all times provide to
     Executive (and his spouse and  dependents to the extent  provided under the
     applicable  plans or  programs)  (subject to  modifications  affecting  all
     senior executive  officers) the same type and levels of  participation  and
     benefits  as are being  provided  to other  senior  executives  (and  their
     spouses and dependents to the extent provided under the applicable plans or
     programs) (other than benefits maintained  exclusively for the Chairman and
     Chief Executive Officer) on the Commencement Date. In addition,  during the
     Employment  Period,  Executive  shall be  eligible  to  participate  in all
     pension, retirement,  savings and other employee benefit plans and programs
     maintained  from time to time by the  Company for the benefit of its senior
     executives.

(f)      Stock Options.

          (i) During each calendar year of the Employment Period occurring after
     December 31, 1999, the Committee shall cause the Company to grant Executive
     a stock option to acquire at least 50,000  shares of the  Companys  common
     stock (each, an Option and collectively the Options) at such time(s) as
     the Company has historically  granted stock options to its senior executive
     officers during the year;  provided,  that, such grants shall be made by at
     least December 31 of each calendar year occurring  after December 31, 1999.
     Notwithstanding the foregoing,  unless otherwise waived by Executive in his
     sole discretion, Executive shall receive no less than the number of Options
     granted  during any prior year of  employment.  In addition,  to the extent
     necessary to carry out the intended  terms of this paragraph  (f)(i),  such
     number of options  shall be adjusted as is  necessary  to take into account
     any change in the common stock of the Company in a manner  consistent  with
     adjustments made to other option holders of the Company.

          (ii) All Options  described  in  paragraph  (i) above shall be granted
     subject to the  following  terms and  conditions:  (A)  except as  provided
     below,  the Options  shall be granted  under and  subject to the  Companys
     stock option plan; (B) the exercise price per share of each Option shall be
     equal to the last reported sale price of the Companys  common stock on the
     New York Stock  Exchange (or such other  principal  trading  market for the
     Companys  common  stock)  at the  close  of the  trading  day  immediately
     preceding the date as of which the grant is made;  (C) each Option shall be
     vested and  exercisable  as  determined by the  Committee;  (D) each Option
     shall be  exercisable  for the ten (10) year period  following  the date of
     grant whether or not Executive is then employed;  and (E) each Option shall
     be evidenced by, and subject to, a stock option  agreement  whose terms and
     conditions are consistent with the terms hereof.

                  6.  Termination.   Executives  employment  hereunder  may  be
terminated during the Employment Period under the following circumstances:

          (a) Death.  Executives  employment hereunder shall terminate upon his
     death.

          (b)  Disability.  If, as a result  of  Executives  incapacity  due to
     physical or mental illness,  Executive shall have been substantially unable
     to perform his duties hereunder for an entire period of six (6) consecutive
     months,  and within thirty (30) days after written Notice of Termination is
     given after such six (6) month period, Executive shall not have returned to
     the substantial performance of his duties on a full-time basis, the Company
     shall have the right to  terminate  Executives  employment  hereunder  for
     Disability, and such termination in and of itself shall not be, nor shall
     it be deemed to be, a breach of this Agreement.

          (c) Cause.  The Company shall have the right to terminate  Executives
     employment for Cause,  and such  termination in and of itself shall not be,
     nor shall it be deemed to be, a breach of this  Agreement.  For purposes of
     this  Agreement,  the Company  shall have Cause to terminate  Executives
     employment upon Executives:

          (i) final conviction of a felony involving moral turpitude; or

          (ii) willful misconduct that is materially and demonstrably  injurious
     economically to the Company.

For purposes of this Section 6(c), no act, or failure to act, by Executive shall
be considered  willful  unless committed in bad faith and without a reasonable
belief that the act or omission was in the best  interests of the Company or any
entity in control of,  controlled  by or under  common  control with the Company
(Affiliates)  thereof.  Cause shall not exist under  paragraph (ii) unless and
until the Company has delivered to Executive a copy of a resolution duly adopted
by three-quarters  of the Board (excluding  Executive) at a meeting of the Board
called and held for such purpose  (after  reasonable  (but in no event less than
thirty (30) days) notice to Executive and an opportunity for Executive, together
with his counsel, to be heard before the Board),  finding that in the good faith
opinion of the Board, Executive was guilty of the conduct set forth in paragraph
(ii) and specifying the particulars  thereof in detail.  This Section 6(c) shall
not prevent  Executive from challenging in any arbitration or court of competent
jurisdiction the Boards  determination  that Cause exists or that Executive has
failed to cure any act (or failure to act) that purportedly formed the basis for
the Boards determination.

          (d) Good Reason.  Executive  may terminate  his  employment  for Good
     Reason  anytime after  Executive has actual  knowledge of the  occurrence,
     without the written consent of Executive, of one of the following events:

          (i)  (A) any  change  in the  duties  or  responsibilities  (including
     reporting  responsibilities)  of  Executive  that  is  inconsistent  in any
     adverse respect with Executives position(s),  duties,  responsibilities or
     status with the Company  immediately  prior to such change  (including  any
     diminution of such duties or  responsibilities) or (B) an adverse change in
     Executives titles or offices (including, membership on the Board) with the
     Company;

          (ii) a reduction in Executives Base Salary or Bonus opportunity;

          (iii) (A) any requirement that Executive travel on Company business to
     an extent  substantially  greater than the travel  obligations of Executive
     immediately  prior to the date of this  Agreement or (B) the  relocation of
     the  Companys  principal  executive  offices  or  Executives  own  office
     location to a location  more than  fifteen  (15) miles from their  location
     immediately prior to the date hereof;

          (iv) the failure of the Company or any Affiliate to continue in effect
     any material employee benefit plan, compensation plan, welfare benefit plan
     or fringe  benefit  plan in which  Executive is  participating  immediately
     prior to the date of this  Agreement  or the  taking  of any  action by the
     Company  or  any  Affiliate  which  would  adversely   affect   Executives
     participation in or reduce Executives benefits under any such plan, unless
     Executive is permitted to  participate in other plans  providing  Executive
     with substantially equivalent benefits;

          (v) any refusal by the Company or any  Affiliate to continue to permit
     Executive to engage in activities  not directly  related to the business of
     the Company which Executive was permitted to engage in prior to the date of
     this Agreement;

          (vi) any purported  termination  of  Executives  employment for Cause
     which is not effected  pursuant to the  procedures of Section 6(c) (and for
     purposes  of  this  Agreement,  no  such  purported  termination  shall  be
     effective);

          (vii) the  Companys  or any  Affiliates  failure  to  provide in all
     material  respects  the  indemnification  set forth in  Section  11 of this
     Agreement;

          (viii) a  Change  in  Control  of the  Company;  provided,  that,  the
     transaction  contemplated by the Company and AMFM, Inc. shall not be deemed
     to be a Change in Control for purposes of this clause (viii);

          (ix) the  failure of the  Company to obtain the  assumption  agreement
     from any successor as contemplated in Section 13(a);

          (x) the Company or any Affiliate providing Executive the notice not to
     renew the Employment Period as contemplated by Section 2 hereof;

          (xi) any time that  neither L. Lowry Mays,  Mark Mays nor Randall Mays
     is the Chairman and Chief Executive Officer of the Company;

          (xii) any other breach of a material  provision  of this  Agreement by
     the Company or any Affiliate.

          For  purposes  of  clauses  (i)  through  (vii)  and (xii)  above,  an
     isolated,  insubstantial  and  inadvertent  action  taken in good faith and
     which is  remedied  by the  Company  within ten (10) days after  receipt of
     notice  thereof  given by  Executive  shall  not  constitute  Good  Reason.
     Executives  right to  terminate  employment  for Good Reason  shall not be
     affected by Executives  incapacity  due to mental or physical  illness and
     Executives  continued  employment  shall not  constitute  consent to, or a
     waiver of rights with respect to, any event or condition  constituting Good
     Reason.

          (e)  Without  Cause.  The  Company  shall have the right to  terminate
     Executives  employment hereunder without Cause by providing Executive with
     a  Notice  of   Termination  at  least  thirty  (30)  days  prior  to  such
     termination,  and such termination shall not in and of itself be, nor shall
     it be deemed to be, a breach of this Agreement.  Notwithstanding  any other
     provision of this Agreement to the contrary,  in the event that Executives
     employment is terminated by the Company without Cause within six (6) months
     prior to the date that, or on or one (1) year after the date that, L. Lowry
     Mays or Randall Mays is no longer the Chairman and Chief Executive  Officer
     of the Company for any reason, then Executive shall automatically be deemed
     to have  terminated his  employment for Good Reason under Section  6(d)(xi)
     and the  Severance  Multiple (as defined  below) shall be fourteen (14) and
     the Company  shall make all of the payments due under  Section 8(a) of this
     Agreement to Executive, off-set only by amounts, if any, already paid under
     Section 8(a).

          (f) Without Good Reason.  Executive  shall have the right to terminate
     his employment  hereunder without Good Reason by providing the Company with
     a  Notice  of   Termination  at  least  thirty  (30)  days  prior  to  such
     termination,  and such termination shall not in and of itself be, nor shall
     it be deemed to be, a breach of this Agreement.

          For purposes of this  Agreement,  a Change in Control of the Company
     means the occurrence of one of the following events:

          (1) individuals  who, on the Commencement  Date,  constitute the Board
     (the Incumbent  Directors)  cease for any reason to constitute at least a
     majority  of the  Board,  provided  that any  person  becoming  a  director
     subsequent  to the  Commencement  Date whose  election  or  nomination  for
     election was  approved by a vote of at least  two-thirds  of the  Incumbent
     Directors  then on the Board  (either by a specific  vote or by approval of
     the proxy  statement  of the  Company  in which  such  person is named as a
     nominee for director,  without  objection to such  nomination)  shall be an
     Incumbent Director; provided, however, that no individual initially elected
     or  nominated  as a  director  of the  Company  as a result of an actual or
     threatened election contest with respect to directors or as a result of any
     other actual or threatened  solicitation  of proxies by or on behalf of any
     person other than the Board shall be an Incumbent Director;

          (2) any  person  (as such term is defined in Section  3(a)(9) of the
     Securities  Exchange  Act of  1934  (the  Exchange  Act)  and as  used in
     Sections  13(d)(3) and 14(d)(2) of the Exchange  Act) is or becomes,  after
     the Commencement Date, a beneficial owner (as defined in Rule 13d-3 under
     the Exchange  Act),  directly or  indirectly,  of securities of the Company
     representing 20% or more of the combined voting power of the Companys then
     outstanding  securities eligible to vote for the election of the Board (the
     Company Voting Securities); provided, however, that an event described in
     this  paragraph (2) shall not be deemed to be a Change in Control if any of
     following  becomes  such  a  beneficial  owner:  (A)  the  Company  or  any
     majority-owned  subsidiary (provided, that this exclusion applies solely to
     the ownership levels of the Company or the majority-owned subsidiary),  (B)
     any   tax-qualified,   broad-based   employee  benefit  plan  sponsored  or
     maintained  by  the  Company  or any  majority-owned  subsidiary,  (C)  any
     underwriter  temporarily holding securities pursuant to an offering of such
     securities,  (D) any person  pursuant to a  Non-Qualifying  Transaction (as
     defined  in  paragraph  (3)),  or (E)  Executive  or any  group of  persons
     including  Executive (or any entity controlled by Executive or any group of
     persons including Executive).

                           (3) the approval by the  shareholders  of the Company
         of  a  merger,  consolidation,   share  exchange  or  similar  form  of
         transaction  involving the Company or any of its  subsidiaries,  or the
         sale of all or  substantially  all of the Companys assets (a Business
         Transaction),  unless immediately  following such Business Transaction
         (i) more than 65% of the total  voting  power of the  entity  resulting
         from such Business  Transaction  or the entity  acquiring the Companys
         assets in such Business  Transaction  (the Surviving  Corporation) is
         beneficially   owned,   directly  or   indirectly,   by  the  Companys
         shareholders  immediately prior to any such Business  Transaction,  and
         (ii) no person  (other than the persons set forth in clauses (A),  (B),
         or  (C) of  paragraph  (2)  above  or  any  tax-qualified,  broad-based
         employee  benefit plan of the Surviving  Corporation or its Affiliates)
         beneficially  owns,  directly or  indirectly,  20% or more of the total
         voting  power  of  the   Surviving   Corporation   (a   Non-Qualifying
         Transaction); or

                           (4) Board approval of a liquidation or dissolution of
         the Company,  unless the voting common  equity  interests of an ongoing
         entity  (other  than  a  liquidating  trust)  are  beneficially  owned,
         directly or indirectly,  by the Companys shareholders in substantially
         the  same  proportions  as  such   shareholders   owned  the  Companys
         outstanding  voting common equity interests  immediately  prior to such
         liquidation and such ongoing entity assumes all existing obligations of
         the Company to Executive under this Agreement.

          7. Termination Procedure.

          (a) Notice of Termination.  Any termination of Executives  employment
     by the Company or by Executive  during the  Employment  Period  (other than
     termination  pursuant  to Section  6(a)) shall be  communicated  by written
     Notice of Termination to the other party hereto in accordance  with Section
     14. For purposes of this Agreement,  a Notice of Termination shall mean a
     notice  which shall  indicate the  specific  termination  provision in this
     Agreement  relied upon and shall set forth in  reasonable  detail the facts
     and circumstances claimed to provide a basis for termination of Executives
     employment under the provision so indicated.

          (b) Date of  Termination.  Date  of  Termination  shall  mean (i) if
     Executives  employment is terminated by his death,  the date of his death,
     (ii) if  Executives  employment  is  terminated  pursuant to Section 6(b),
     thirty (30) days after Notice of Termination (provided that Executive shall
     not  have  returned  to the  substantial  performance  of his  duties  on a
     full-time  basis  during  such  thirty  (30)  day  period),  and  (iii)  if
     Executives  employment  is terminated  for any other  reason,  the date on
     which a Notice of  Termination  is given or any later date  (within  thirty
     (30) days  after the  giving of such  notice)  set forth in such  Notice of
     Termination.

                  8. Compensation Upon Termination or During Disability.  In the
event Executive is disabled or his employment  terminates  during the Employment
Period,  the Company shall provide  Executive with the payments and benefits set
forth below.  Executive  acknowledges  and agrees that the payments set forth in
this Section 8 constitute  liquidated  damages for termination of his employment
during the Employment Period.

          (a)  Termination  By Company  without  Cause or By Executive  for Good
     Reason.  If  Executives  employment is  terminated by the Company  without
     Cause or by Executive for Good Reason:

                           (i) within five (5) days following such  termination,
         the  Company  shall pay to  Executive  (A) his Base  Salary,  Bonus and
         accrued  vacation  pay  through  the  Date of  Termination,  as soon as
         practicable following the Date of Termination,  and (B) a lump-sum cash
         payment equal to seven (7) times (the Severance  Multiple) the sum of
         Executives  Base Salary and  highest  Bonus paid to  Executive  in the
         three year  period  preceding  such  termination  (including,  for this
         purpose,  any and all bonuses  paid to  Executive  prior to the date of
         this Agreement);  provided, that, for purposes of this Section 8(a)(i),
         Executives  Bonus  shall  be  deemed  to be no less  than  $1,000,000;
         provided, further, that, if Executive terminates his employment for the
         Good Reason event  (whether or not in  conjunction  with any other Good
         Reason  event)  set  forth in  Section  6(d)(xi)  (or is deemed to have
         terminated his  employment  under Section  6(d)(xi) in accordance  with
         Section 6(e) of this Agreement),  the Severance Multiple shall be equal
         to fourteen (14); and

                           (ii) the  Company  shall  maintain  in full force and
         effect,  for the  continued  benefit of  Executive,  his spouse and his
         dependents  for a  period  of seven  (7)  years  following  the Date of
         Termination the medical,  hospitalization,  dental,  and life insurance
         programs  in  which  Executive,  his  spouse  and his  dependents  were
         participating immediately prior to the Date of Termination at the level
         in  effect  and  upon  substantially  the  same  terms  and  conditions
         (including without limitation  contributions  required by Executive for
         such benefits) as existed immediately prior to the Date of Termination;
         provided,  that,  if  Executive,  his spouse or his  dependents  cannot
         continue  to  participate  in  the  Company  programs   providing  such
         benefits,  the Company shall arrange to provide  Executive,  his spouse
         and his dependents with the economic  equivalent of such benefits which
         they otherwise would have been entitled to receive under such plans and
         programs  (Continued  Benefits),   provided,   that,  such  Continued
         Benefits  shall  terminate  on the  date or  dates  Executive  receives
         equivalent   coverage  and   benefits,   without   waiting   period  or
         pre-existing condition  limitations,  under the plans and programs of a
         subsequent  employer  (such coverage and benefits to be determined on a
         coverage-by-coverage or benefit-by-benefit, basis); and

                           (iii) the Company shall reimburse  Executive pursuant
         to Section 5 for reasonable  expenses  incurred,  but not paid prior to
         such termination of employment; and

                           (iv) Executive shall be entitled to any other rights,
         compensation  and/or  benefits as may be due to Executive in accordance
         with the terms and provisions of any  agreements,  plans or programs of
         the Company; and

                           (v) As of the Date of Termination, Executive shall be
         granted a stock  option to acquire  1,000,000  shares of the  Companys
         common stock (Termination Option) under the following conditions, (A)
         except as provided below, the Termination Option shall be granted under
         and subject to the Companys  stock option plan; (B) the exercise price
         per share of the Termination Option shall be equal to the last reported
         sale price of the Companys common stock on the New York Stock Exchange
         (or such other principal trading market for the Companys common stock)
         at the  close of the  trading  day  immediately  preceding  the Date of
         Termination;  (C) the  Termination  Option  shall  be 100%  vested  and
         exercisable on the date of grant;  (D) the Termination  Option shall be
         exercisable  for  the  ten  (10)  year  period  following  the  Date of
         Termination whether or not Executive is still providing services to the
         Company;  and (E) each Option shall be evidenced  by, and subject to, a
         stock option  agreement  whose terms and conditions are consistent with
         the  terms  hereof;   provided,   that,  if  Executive  terminates  his
         employment  for the Good Reason  event  (whether or not in  conjunction
         with any other Good Reason event) set forth in Section  6(d)(xi) (or is
         deemed to have  terminated  his  employment  under Section  6(d)(xi) in
         accordance  with  Section  6(e)  of  this  Agreement),  the  number  of
         Termination   Options   Executive  shall  receive  shall  be  equal  to
         2,000,000.  In  addition,  to the  extent  necessary  to carry  out the
         intended  terms of this  paragraph  (a)(v),  such number of Termination
         Options  shall be adjusted  as is  necessary  to take into  account any
         change in the common stock of the Company in a manner  consistent  with
         adjustments  made to other option  holders of the Company.  The Company
         shall take all action  necessary  such that the shares of common  stock
         issuable upon exercise of the Termination Options (and all other shares
         of common stock held by Executive)  are  registered on Form S-4 or Form
         S-8 (or any successor or other appropriate forms).

                           (vi)  Notwithstanding  the terms or conditions of any
         stock option,  stock  appreciation  right or similar agreements between
         the Company and  Executive to the contrary,  and for purposes  thereof,
         such  agreements  shall be deemed to be amended in accordance with this
         Section  8(a)(vi) if need be as of the Date of Termination  and neither
         the  Company,  the Board nor the  Committee  shall  take or assert  any
         position  contrary to the  foregoing,  Executive  shall vest, as of the
         Date of Termination,  in all rights under such agreements (i.e.,  stock
         options that would  otherwise vest after the Date of  Termination)  and
         thereafter shall be permitted to exercise any and all such rights until
         the end of the term of such awards  (regardless  of any  termination of
         employment restrictions therein contained) and restricted stock held by
         Executive   shall  become   immediately   vested  as  of  the  Date  of
         Termination; and

                           (vii)  Executive  shall  be paid a lump  sum  payment
         equal to the amount of compensation or  contributions  (as the case may
         be) by the Company that  Executive  would have been entitled to receive
         (assuming  he  would  have  received  the  maximum  amount  payable  or
         contributable  under each plan or  arrangement  for any year) under any
         plan  or  arrangement  he  was  then   participating  (or  entitled  to
         participate  in) for a seven  (7)  year  period  following  the Date of
         Termination; and

                           (viii) Any and all insurance benefits or policies for
         the benefit of Executive  shall  become the sole  property of Executive
         and, to the extent  applicable,  all of the  Companys  rights  therein
         (including  repayment  of  premiums)  shall be forfeited by the Company
         and,  to the  extent  not  already  made,  the  Company  shall make all
         contributions  or payments  required of such  policies  for the year of
         termination; and

                           (ix) Any amount payable under this Section 8(a) shall
         also include an  additional  cash payment which shall equal any and all
         federal,  state and  local  taxes  due upon the  provision  of any such
         benefits  or  payments  thereunder  (other  than  taxes  due  under the
         operation  of  Section  4999 of the Code  which  Section of the Code is
         addressed  in Section  8(e) hereof and,  if  applicable,  shall work in
         conjunction  with this  Section  8(a)(ix)),  which  shall be payable to
         Executive   within  five  (5)  business  days  following  his  Date  of
         Termination  and such  additional  payment shall be grossed-up  for any
         additional taxes due thereon (and any taxes thereon,  etc.) in a manner
         consistent with the manner set forth in Section 8(e) of this Agreement,
         whether or not such Section 8(e) is applicable.

          (b)  Cause  or  By  Executive  Without  Good  Reason.  If  Executives
     employment is  terminated  by the Company for Cause or by Executive  (other
     than for Good Reason):

                           (i) the Company  shall pay Executive his Base Salary,
         Bonus and his accrued vacation pay through the Date of Termination,  as
         soon as practicable following the Date of Termination; and

                           (ii) the Company shall reimburse  Executive  pursuant
         to Section 5 for reasonable  expenses  incurred,  but not paid prior to
         such termination of employment; and

                           (iii)  Executive  shall  be  entitled  to  any  other
         rights,  compensation  and/or  benefits as may be due to  Executive  in
         accordance  with the terms and provisions of any  agreements,  plans or
         programs of the Company.

                  (c)  Disability.  During any period  that  Executive  fails to
perform his duties hereunder as a result of incapacity due to physical or mental
illness (Disability Period), Executive shall continue to receive his full Base
Salary set forth in Section 5(a) until his employment is terminated  pursuant to
Section 6(b). In the event  Executives  employment is terminated for Disability
pursuant to Section 6(b):

                           (i) the Company  shall pay to Executive  (A) his Base
         Salary, Bonus and accrued vacation pay through the Date of Termination,
         as soon as  practicable  following  the  Date of  Termination,  and (B)
         continued  Base Salary (as provided for in Section  5(a)) and Continued
         Benefits for seven (7) years; and

                           (ii) the Company shall reimburse  Executive  pursuant
         to Section 5 for reasonable  expenses  incurred,  but not paid prior to
         such termination of employment; and

                           (iii)  Executive  shall  be  entitled  to  any  other
         rights,  compensation  and/or  benefits as may be due to  Executive  in
         accordance  with the terms and provisions of any  agreements,  plans or
         programs of the Company; and

                           (iv)   Executive   shall  be  paid  the   amount   of
         compensation or contributions  (as the case may be) by the Company that
         Executive  would have been entitled to receive  (assuming he would have
         received the maximum amount payable or contributable under each plan or
         arrangement  for any year)  under any plan or  arrangement  he was then
         participating  (or  entitled  to  participate  in) for a seven (7) year
         period following the Date of Termination.

                      (d) Death. If Executives  employment is terminated by his
death:

                           (i)  the   Company   shall  pay  in  a  lump  sum  to
         Executives  beneficiary,  legal representatives or estate, as the case
         may be, Executives Base Salary, Bonus and accrued vacation pay through
         the Date of  Termination  and  $1,000,000  (which  may be paid  through
         insurance) and shall provide  Executives  spouse and  dependents  with
         Continued Benefits for seven (7) year; and

                           (ii)  the   Company   shall   reimburse   Executives
         beneficiary,  legal  representatives,  or  estate,  as the case may be,
         pursuant to Section 5 for reasonable  expenses  incurred,  but not paid
         prior to such termination of employment; and

                           (iii) Executives beneficiary,  legal representatives
         or estate,  as the case may be, shall be entitled to any other  rights,
         compensation  and  benefits as may be due to any such persons or estate
         in accordance with the terms and provisions of any agreements, plans or
         programs of the Company; and

                           (iv) Executives  beneficiary,  legal representatives
         or estate,  as the case may be shall be paid the amount of compensation
         or  contributions  (as the case may be) by the Company  that  Executive
         would have been  entitled to receive  (assuming he would have  received
         the  maximum  amount  payable  or  contributable  under  each  plan  or
         arrangement  for any year)  under any plan or  arrangement  he was then
         participating  (or  entitled  to  participate  in) for a seven (7) year
         period following the Date of Termination.

          (e)  Additional  Payments.  (i)  Anything  in  this  Agreement  to the
     contrary  notwithstanding,  in the  event it shall be  determined  that any
     payment,  award,  benefit  or  distribution  (or  any  acceleration  of any
     payment, award, benefit or distribution) by the Company or any entity which
     effectuates  a Change in Control (or other change in  ownership)  to or for
     the benefit of Executive  (the  Payments)  would be subject to the excise
     tax imposed by Section 4999 of the Code,  or any interest or penalties  are
     incurred by  Executive  with  respect to such excise tax (such  excise tax,
     together with any such interest and penalties, are hereinafter collectively
     referred to as the Excise  Tax),  then the Company shall pay to Executive
     an additional  payment (a Gross-Up  Payment) in an amount such that after
     payment by Executive of all taxes  (including  any Excise Tax) imposed upon
     the Gross-Up  Payment,  Executive retains an amount of the Gross-Up Payment
     equal to the sum of (x) the Excise Tax imposed  upon the  Payments  and (y)
     the product of any  deductions  disallowed  because of the inclusion of the
     Gross-Up  Payment in  Executives  adjusted  gross  income and the  highest
     applicable  marginal rate of federal income  taxation for the calendar year
     in which the Gross-Up  Payment is to be made.  For purposes of  determining
     the amount of the Gross-Up  Payment,  Executive  shall be deemed to (A) pay
     federal income taxes at the highest  marginal rates of federal income taxes
     at the highest marginal rate of taxation for the calendar year in which the
     Gross-Up  Payment is to be made, (B) pay applicable  state and local income
     taxes at the highest  marginal  rate of taxation for the  calendar  year in
     which the Gross-Up  Payment is to be made, net of the maximum  reduction in
     federal  income taxes which could be obtained from  deduction of such state
     and local taxes and (C) have  otherwise  allowable  deductions  for federal
     income tax  purposes  at least  equal to those  which  could be  disallowed
     because of the inclusion of the Gross-Up  Payment in  Executives  adjusted
     gross income.

               (ii)  Subject  to  the   provisions  of  Section   8(e)(i),   all
          determinations  required to be made under this Section 8(e), including
          whether and when a Gross-Up  Payment is  required,  the amount of such
          Gross-Up  Payment  and the  assumptions  to be utilized in arriving at
          such determinations,  shall be made by a nationally  recognized public
          accounting firm that is selected by Executive (the Accounting  Firm)
          which  shall  provide  detailed  supporting  calculations  both to the
          Company and Executive within fifteen (15) business days of the receipt
          of notice from the Company or Executive that there has been a Payment,
          or such  earlier  time as is  requested  by the  Company or  Executive
          (collectively,  the  Determination).  All fees and  expenses  of the
          Accounting  Firm shall be borne  solely by the Company and the Company
          shall enter into any  agreement  requested by the  Accounting  Firm in
          connection  with  the  performance  of  the  services  hereunder.  The
          Gross-Up  Payment under this Section 8(e) with respect to any Payments
          made to  Executive  shall  be made no  later  than  thirty  (30)  days
          following such Payment.  If the  Accounting  Firm  determines  that no
          Excise Tax is payable by Executive,  it shall furnish Executive with a
          written  opinion to such  effect,  and to the effect  that  failure to
          report the Excise  Tax,  if any,  on  Executives  applicable  federal
          income tax return should not result in the  imposition of a negligence
          or similar penalty.

               (iii)  As a  result  of the  uncertainty  in the  application  of
          Section  4999 of the  Code at the  time  of the  Determination,  it is
          possible that Gross-Up  Payments  which will not have been made by the
          Company should have been made  (Underpayment)  or Gross-Up  Payments
          are  made  by  the   Company   which   should   not  have   been  made
          (Overpayment),  consistent with the calculations required to be made
          hereunder.  In the event that Executive thereafter is required to make
          payment of any Excise Tax or  additional  Excise Tax,  the  Accounting
          Firm shall determine the amount of the Underpayment  that has occurred
          and any such Underpayment (together with interest at the rate provided
          in Section  1274(b)(2)(B)  of the Code) shall be promptly  paid by the
          Company to or for the benefit of Executive. In the event the amount of
          the  Gross-Up  Payment  exceeds  the  amount  necessary  to  reimburse
          Executive for his Excise Tax, the Accounting  Firm shall determine the
          amount of the Overpayment  that has been made and any such Overpayment
          (together with interest at the rate provided in Section  1274(b)(2) of
          the Code) shall be promptly  paid by  Executive  (to the extent he has
          received  a refund if the  applicable  Excise Tax has been paid to the
          Internal  Revenue  Service)  to or for  the  benefit  of the  Company.
          Executive shall  cooperate,  to the extent his expenses are reimbursed
          by the  Company,  with  any  reasonable  requests  by the  Company  in
          connection  with any contest or  disputes  with the  Internal  Revenue
          Service in connection with the Excise Tax.

                  9.  Mitigation.  Executive  shall not be  required to mitigate
amounts  payable under this Agreement by seeking other  employment or otherwise,
and there shall be no offset against  amounts due Executive under this Agreement
on account of subsequent  employment  except as  specifically  provided  herein.
Additionally, amounts owed to Executive under this Agreement shall not be offset
by any  claims  the  Company  may  have  against  Executive  and  the  Companys
obligation to make the payments  provided for in this Agreement and otherwise to
perform  its  obligations  hereunder,   shall  not  be  affected  by  any  other
circumstances,  including,  without  limitation,  any counterclaim,  recoupment,
defense or other right which the Company may have against Executive or others.

                  10.      Restrictive Covenants.

               (a) Confidential Information. Executive shall hold in a fiduciary
          capacity  for  the  benefit  of the  Company  all  trade  secrets  and
          confidential  information,  knowledge or data  relating to the Company
          and its businesses and investments,  which shall have been obtained by
          Executive  during  Executives  employment by the Company and which is
          not  generally  available  public  knowledge  (other  than  by acts by
          Executive in violation of this  Agreement).  Except as may be required
          or  appropriate  in connection  with his carrying out his duties under
          this Agreement, Executive shall not, without the prior written consent
          of the  Company or as may  otherwise  be  required by law or any legal
          process,  or  as is  necessary  in  connection  with  any  adversarial
          proceeding  against the Company (in which case Executive shall use his
          reasonable best efforts in cooperating with the Company in obtaining a
          protective   order   against   disclosure  by  a  court  of  competent
          jurisdiction),   communicate   or  divulge  any  such  trade  secrets,
          information,  knowledge  or data to anyone  other than the Company and
          those  designated  by the  Company or on behalf of the  Company in the
          furtherance of its business or to perform duties hereunder.

               (b) Non-Solicitation.Executive hereby agrees, in consideration of
          his employment  hereunder and in view of the confidential  position to
          be  held  by  Executive  hereunder,  that  after  his  termination  of
          employment  in which  he is  entitled  to the  benefits  set  forth in
          Section  8(a)  hereof  and  through  the second  anniversary  thereof,
          Executive shall not directly or indirectly  induce any employee of the
          Company to  terminate  such  employment  or to become  employed by any
          other radio broadcasting station.

               (c) Non-Competition. Executive hereby agrees, in consideration of
          his employment  hereunder and in view of the confidential  position to
          be  held  by  Executive  hereunder,  that  after  his  termination  of
          employment  in which  he is  entitled  to the  benefits  set  forth in
          Section  8(a) hereof and through the second  anniversary  thereof,  he
          shall not be employed by or perform  activities  on behalf of, or have
          an  ownership  interest  in, any person,  firm,  corporation  or other
          entity,  or in  connection  with  any  business  enterprise,  that  is
          directly or  indirectly  engaged in any of the radio,  television,  or
          related business  activities in which the Company and its subsidiaries
          have  significant   involvement   (other  than  direct  or  beneficial
          ownership of up to five  percent (5%) of any entity  whether or not in
          the same or competing business.

               (e)  Blue  Pencil.   The  parties  hereby  acknowledge  that  the
          restrictions in this Section 10 have been specifically  negotiated and
          agreed  to by the  parties  hereto  and  are  limited  only  to  those
          restrictions  necessary  to protect the  Company and its  subsidiaries
          from unfair competition. The parties hereby agree that if the scope or
          enforceability  of any provision,  paragraph or  subparagraph  of this
          Section 10 is in any way disputed at any time, and should a court find
          that such  restrictions  are  overly  broad,  the court may modify and
          enforce the  covenant to the extent that it believes to be  reasonable
          under the circumstances. Each provision, paragraph and subparagraph of
          this Section 10 is separable  from every other  provision,  paragraph,
          and  subparagraph  and  constitutes a separate and distinct  covenant.
          Executive  acknowledges that the Company operates in major, medium and
          small sized markets throughout the United States and North America and
          that the effect of Section 10(c) may be to prevent him from working in
          a competitive business after his termination of employment hereunder.

               (f) Remedies.  Executive hereby expressly  acknowledges  that any
          breach or threatened breach by Executive of any of the terms set forth
          in  Section  10 of  this  Agreement  may  result  in  significant  and
          continuing injury to the Company, the monetary value of which would be
          impossible to establish.  Therefore, Executive agrees that the Company
          shall  be  entitled  to  apply  for  injunctive  relief  in a court of
          appropriate jurisdiction.

                  11.      Indemnification.

               (a) General. The Company agrees that if Executive is made a party
          or a threatened to be made a party to any action,  suit or proceeding,
          whether  civil,   criminal,   administrative   or   investigative   (a
          Proceeding),  by  reason  of the  fact  that  Executive  is or was a
          trustee,  director or officer of the Company or any  subsidiary of the
          Company  or is or was  serving at the  request  of the  Company or any
          subsidiary as a trustee, director,  officer, member, employee or agent
          of another corporation or a partnership, joint venture, trust or other
          enterprise,  including,  without  limitation,  service with respect to
          employee benefit plans, whether or not the basis of such Proceeding is
          alleged  action  in  an  official  capacity  as a  trustee,  director,
          officer,  member,  employee  or  agent  while  serving  as a  trustee,
          director,  officer,  member,  employee  or agent,  Executive  shall be
          indemnified  and held  harmless by the  Company to the fullest  extent
          authorized  by Texas  law,  as the same  exists  or may  hereafter  be
          amended,  against all  Expenses  incurred or suffered by  Executive in
          connection  therewith,  and such indemnification  shall continue as to
          Executive  even if  Executive  has ceased to be an officer,  director,
          trustee or agent,  or is no longer  employed  by the Company and shall
          inure to the benefit of his heirs, executors and administrators.

               (b)  Expenses.  As used in this  Agreement,  the term  Expenses
          shall  include,  without  limitation,   damages,  losses,   judgments,
          liabilities,  fines, penalties, excise taxes, settlements,  and costs,
          attorneys fees,  accountants  fees, and  disbursements  and costs of
          attachment  or similar  bonds,  investigations,  and any  expenses  of
          establishing a right to indemnification under this Agreement.

               (c)  Enforcement.  If a claim or request under this  Agreement is
          not paid by the  Company or on its  behalf,  within  thirty  (30) days
          after a written  claim or request has been  received  by the  Company,
          Executive may at any time thereafter bring suit against the Company to
          recover the unpaid amount of the claim or request and if successful in
          whole or in part,  Executive  shall be  entitled  to be paid  also the
          expenses of prosecuting such suit. All obligations for indemnification
          hereunder shall be subject to, and paid in accordance with, applicable
          Texas law.

               (d) Partial  Indemnification.  If Executive is entitled under any
          provision of this Agreement to indemnification by the Company for some
          or a portion of any Expenses,  but not, however,  for the total amount
          thereof, the Company,  shall nevertheless  indemnify Executive for the
          portion of such Expenses to which Executive is entitled.

               (e)  Advances of  Expenses.  Expenses  incurred by  Executive  in
          connection with any Proceeding shall be paid by the Company in advance
          upon request of  Executive  that the Company pay such  Expenses;  but,
          only in the event that  Executive  shall have  delivered in writing to
          the Company (i) an  undertaking  to reimburse the Company for Expenses
          with respect to which Executive is not entitled to indemnification and
          (ii) an  affirmation  of his good faith  belief  that the  standard of
          conduct necessary for indemnification by the Company has been met.

               (f) Notice of Claim.  Executive  shall give to the Company notice
          of any claim made against him for which  indemnification will or could
          be sought under this Agreement. In addition,  Executive shall give the
          Company such information and cooperation as it may reasonably  require
          and as shall be within  Executives power and at such times and places
          as are convenient for Executive.

               (g) Defense of Claim.  With respect to any Proceeding as to which
          Executive notifies the Company of the commencement thereof:

               (i) The Company  will be entitled to  participate  therein at its
          own expense; and

                           (ii)  Except  as  otherwise  provided  below,  to the
         extent  that it may wish,  the  Company  will be entitled to assume the
         defense  thereof,  with counsel  reasonably  satisfactory to Executive,
         which in the Companys sole  discretion  may be regular  counsel to the
         Company  and may be  counsel to other  officers  and  directors  of the
         Company  or any  subsidiary.  Executive  also  shall  have the right to
         employ  his own  counsel  in such  action,  suit  or  proceeding  if he
         reasonably  concludes that failure to do so would involve a conflict of
         interest   between   the  Company   and   Executive,   and  under  such
         circumstances  the fees and  expenses of such  counsel  shall be at the
         expense of the Company.

                           (iii) The  Company  shall not be liable to  indemnify
         Executive  under this  Agreement  for any amounts paid in settlement of
         any action or claim effected without its written  consent.  The Company
         shall not settle any action or claim in any manner  which would  impose
         any penalty or  limitation  on Executive  without  Executives  written
         consent.  Neither the Company nor Executive will unreasonably  withhold
         or delay their consent to any proposed settlement.

               (h) Non-exclusivity. The right to indemnification and the payment
          of expenses incurred in defending a Proceeding in advance of its final
          disposition conferred in this Section 11 shall not be exclusive of any
          other right which  Executive  may have or hereafter  may acquire under
          any statute,  provision of the  declaration of trust or certificate of
          incorporation or by-laws of the Company or any subsidiary,  agreement,
          vote  of  shareholders  or  disinterested  directors  or  trustees  or
          otherwise.

                  12. Arbitration.  Except as provided for in Section 10 of this
Agreement,  if any contest or dispute arises between the parties with respect to
this  Agreement,   such  contest  or  dispute  shall  be  submitted  to  binding
arbitration  for resolution in San Antonio,  Texas in accordance  with the rules
and  procedures  of the  Employment  Dispute  Resolution  Rules of the  American
Arbitration  Association then in effect. The decision of the arbitrator shall be
final and binding on both parties,  and any court of competent  jurisdiction may
enter  judgment upon the award.  The Company shall pay all expenses  relating to
such  arbitration,  including,  but not limited to,  Executives  legal fees and
expenses, regardless of outcome.

                  13.      Successors; Binding Agreement.

                  (a)  Companys  Successors.  No rights or  obligations  of the
Company  under this  Agreement  may be assigned or  transferred  except that the
Company will require any  successor  (whether  direct or indirect,  by purchase,
merger,  consolidation or otherwise) to all or substantially all of the business
and/or  assets of the  Company to  expressly  assume  and agree to perform  this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform it if no such  succession  had taken place.  As used in this
Agreement,  Company  shall mean the Company as herein  before  defined and any
successor to its business and/or assets (by merger, purchase or otherwise) which
executes  and delivers  the  agreement  provided for in this Section 13 or which
otherwise  becomes bound by all the terms and  provisions  of this  Agreement by
operation of law.

                  (b)  Executives  Successors.  No  rights  or  obligations  of
Executive under this Agreement may be assigned or transferred by Executive other
than his rights to payments or benefits hereunder, which may be transferred only
by will or the laws of descent and  distribution.  Upon Executives  death, this
Agreement  and all rights of Executive  hereunder  shall inure to the benefit of
and be  enforceable by Executives  beneficiary  or  beneficiaries,  personal or
legal  representatives,  or estate,  to the extent any such  person  succeeds to
Executives  interests  under this  Agreement.  Executive  shall be  entitled to
select and change a  beneficiary  or  beneficiaries  to receive  any  benefit or
compensation payable hereunder following Executives death by giving the Company
written  notice  thereof.  In the  event  of  Executives  death  or a  judicial
determination  of his  incompetence,  reference  in this  Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary(ies),  estate or
other legal  representative(s).  If Executive  should die  following his Date of
Termination  while any amounts would still be payable to him hereunder if he had
continued to live, all such amounts unless  otherwise  provided  herein shall be
paid in accordance with the terms of this Agreement to such person or persons so
appointed in writing by Executive,  or otherwise to his legal representatives or
estate.

                  14.  Notice.  For the  purposes  of this  Agreement,  notices,
demands and all other communications  provided for in this Agreement shall be in
writing  and  shall be deemed to have been  duly  given  when  delivered  either
personally or by United  States  certified or registered  mail,  return  receipt
requested, postage prepaid, addressed as follows:

                  If to Executive:

                  Mark Mays
                  200 Concord Plaza, Suite 600
                  San Antonio, Texas 78216


                  If to the Company:

                  Clear Channel Communications, Inc.
                  200 Concord Plaza, Suite 600
                  San Antonio, Texas 78216
                  Attention: Chief Executive Officer

with a copy to:

                  Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  1700 Pacific Avenue
                  Suite 4100
                  Dallas, Texas
                  Attention: Michael Dillard

or to such  other  address  as any party  may have  furnished  to the  others in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

                  15.  Miscellaneous.  No  provisions  of this  Agreement may be
amended,  modified, or waived unless such amendment or modification is agreed to
in writing signed by Executive and by a duly authorized  officer of the Company,
and such  waiver is set forth in writing  and signed by the party to be charged.
No waiver by either  party  hereto at any time of any breach by the other  party
hereto of any  condition or provision of this  Agreement to be performed by such
other  party  shall be deemed a waiver of similar or  dissimilar  provisions  or
conditions  at the same or at any prior or  subsequent  time.  No  agreements or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject  matter  hereof  have been made by either  party which are not set forth
expressly  in this  Agreement.  The  respective  rights and  obligations  of the
parties  hereunder of this Agreement  shall survive  Executives  termination of
employment and the termination of this Agreement to the extent necessary for the
intended   preservation   of  such  rights  and   obligations.   The   validity,
interpretation, construction and performance of this Agreement shall be governed
by the  laws of the  State of  Texas  without  regard  to its  conflicts  of law
principles.

16. Validity.  The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

17. Counterparts.  This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

18.Entire Agreement.  Except as other provided herein, this Agreement sets forth
the entire  agreement  of the parties  hereto in respect of the  subject  matter
contained  herein  and  supersede  all prior  agreements,  promises,  covenants,
arrangements,  communications,  representations  or warranties,  whether oral or
written,  by any  officer,  employee or  representative  of any party  hereto in
respect of such  subject  matter.  Except as other  provided  herein,  any prior
agreement  of the  parties  hereto in respect of the  subject  matter  contained
herein is hereby terminated and cancelled.

20.  Withholding.  All  payments  hereunder  shall be  subject  to any  required
withholding of Federal,  state and local taxes pursuant to any applicable law or
regulation.

21.  Noncontravention.  The Company represents that the Company is not prevented
from entering into, or performing this Agreement by the terms of any law, order,
rule or regulation,  its by-laws or  declaration  of trust,  or any agreement to
which it is a party,  other than which would not have a material  adverse effect
on the Companys ability to enter into or perform this Agreement.

22. Section Headings. The section headings in this Employment Agreement are for
convenience of reference only, and they form no part of this Agreement and shall
not affect its interpretation.



<PAGE>


IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the date
first above written.



                                         CLEAR CHANNEL COMMUNICATIONS, INC.



                                         By:  /s/Randall Mays
                                                 Name: Randall Mays
                                                 Title: Vice President


                                         /s/Mark Mays
                                         Mark Mays