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                              EMPLOYMENT AGREEMENT

     This  EMPLOYMENT  AGREEMENT (the  "Agreement")  is effective as of March 1,
2002, by and between EMMIS OPERATING COMPANY, an Indiana corporation ("Employer"
or "Emmis"), and WALTER Z. BERGER, an Indiana resident ("Executive").

                                    RECITALS

     WHEREAS,  Employer and its  subsidiaries  are engaged in the  ownership and
operation  of certain  radio and  television  stations,  magazines,  and related
operations; and

     WHEREAS,  Employer  desires  to  employ  Executive  as  an  executive,  and
Executive desires to be so employed.

     NOW, THEREFORE, in consideration of the foregoing,  the mutual promises and
covenants  set  forth  in  this  Agreement,  and for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:

                                    AGREEMENT

     1.  Employment  Status.  Upon the terms and subject to the  conditions  set
forth in this Agreement, Employer hereby employs Executive, and Executive hereby
accepts employment with Employer.

     2. Term.  The term of  Executive's  employment  shall  commence on March 1,
2002, and continue until  February 28, 2006 (the "Term").  This Agreement  shall
expire at the end of the Term unless earlier  terminated in accordance  with the
terms of this  Agreement.  For purposes of this  Agreement,  the term  "Contract
Year" shall be defined to mean each twelve (12) month period commencing on March
1,  2002,  and on each  anniversary  thereof  during the Term.  The term  "First
Contract Year" shall refer to the period commencing on March 1, 2002, and ending
on  February  28,  2003;  "Second  Contract  Year"  shall  refer  to the  period
commencing on March 1, 2003,  and ending on February 29, 2004;  "Third  Contract
Year"  shall  refer to the period  commencing  on March 1,  2004,  and ending on
February 28, 2005;  "Fourth Contract Year" shall refer to the period  commencing
on March 1, 2005,  and ending on February 28, 2006. It is understood  and agreed
that, in the event Employer does not intend to provide  Executive with a written
proposal for  continued  employment  in the same  position he is  then-currently
holding upon the expiration of the Term,  Employer shall provide  written notice
of such fact to Executive no later than 366 days prior to the  expiration of the
Term; provided,  however, if Employer does not provide timely notice pursuant to
this


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provision,  the maximum  Severance  Payment to which  Executive  may be entitled
pursuant  to the terms and  conditions  set forth in Section  3.4 below shall be
increased in an amount equal to 1/365th of the Base Salary for each day Employer
is late in providing such notice.

     3. Executive's Position, Duties and Authority.

          3.1 Position.  Employer shall employ  Executive,  and Executive  shall
     serve as an  executive  of  Employer,  and of any  successor of Employer by
     merger,  acquisition  of  substantially  all  of the  assets  or  stock  of
     Employer,  or  otherwise.  Executive  shall  report  directly to Jeffrey H.
     Smulyan ("Smulyan") and serve as Executive Vice President,  Chief Financial
     Officer and Treasurer of Employer or any entity  established  in connection
     with a  Separation  Event  (as  defined  below) as  determined  in the sole
     discretion of management.

          3.2 Duties and Authority. Executive shall have such duties, functions,
     authority  and  responsibilities  as  are  commensurate  with  the  offices
     Executive holds with the Employer during the Term.

          3.3  Directorships  and Other  Offices.  If  Executive is elected as a
     Director of Emmis Communications Corporation, Executive shall serve in such
     position  without  additional  remuneration  but shall be  entitled  to the
     benefit  of  indemnification  pursuant  to  the  terms  of  Section  15.10.
     Notwithstanding  the  foregoing,  in the  event  Employer  adopts  a policy
     whereby Employer  remunerates  "inside"  Directors of Emmis  Communications
     Corporation who are also employees of Employer, Executive shall be entitled
     to receive no less remuneration  than any other such Director  according to
     the terms and subject to the  conditions  of Employer's  policy.  Executive
     shall also serve without  remuneration  as a director and/or officer of one
     or more of  Employer's  subsidiaries  or  affiliates  if  appointed to such
     position(s) by Employer.

          3.4  Subsequent  Employment  by  Employer.  According to the terms and
     subject  to the  conditions  set forth in this  Section  3.4,  in the event
     Employer,  upon  the  expiration  of the  Term,  does not  offer  Executive
     employment with Employer whereby  Executive  reports directly to Smulyan as
     Employer's Chief Financial  Officer,  or as Chief Financial  Officer of any
     entity  established  in  connection  with a Separation  Event  ("Reasonably
     Acceptable  Employment"),  Employer shall continue to make regular payments
     of Executive's Base Salary (as defined below;  provided,  however, that for
     purposes of this Section 3.4,  Executive's  Base Salary shall be $535,000),
     plus Auto Allowance (as defined below), plus Life and Disability  Insurance
     Premium (as defined below)  (collectively,  the "Severance  Payment") for a
     period of twelve (12) months immediately following Executive's  termination

<PAGE>

     of employment with Employer (the "Severance  Period");  provided,  however,
     that in the event  Executive  commences  subsequent  employment at any time
     during the Severance Period,  Employer's  financial  obligation pursuant to
     this  provision  shall be  reduced  by any  amounts  paid to  Executive  by
     Executive's  subsequent  employer during the Severance Period. In the event
     that Executive's  subsequent  compensation  equals or exceeds the Severance
     Payment,  Employer's  financial  obligation  to Executive  pursuant to this
     provision shall immediately terminate. It is understood and agreed that, as
     a material  condition upon which Executive shall be entitled to receive the
     Severance  Payment,  and  as an  inducement  to  Emmis'  agreement  to  pay
     Executive the Severance Payment, Executive agrees to: (i) execute a general
     release in a form  acceptable to Emmis upon the  termination of Executive's
     employment;   and  (ii)  promptly   notify   Employer  in  writing  of  the
     commencement date upon which Executive begins  subsequent  employment along
     with the  particulars of Executive's  subsequent  compensation  package for
     purposes of determining  Employer's continuing  obligations,  if any, under
     this Section  3.4.  Notwithstanding  anything to the contrary  contained in
     this  Agreement:  (i)  Executive  shall not be  entitled  to the  Severance
     Payment if  Executive's  employment  is  terminated  either (a) by Employer
     under Section 11.1, (b) by reason of Executive's  disability or death under
     Section 12 or 13, or (c) by Executive  for any reason other than a material
     breach of the terms and  conditions  of this  Agreement by Employer  (after
     providing  Employer  with  written  notice of such breach and a  reasonable
     opportunity  to  cure  such  breach),   or  if  Employer  offers  Executive
     "Reasonably  Acceptable  Employment"  upon the  expiration of the Term; and
     (ii) it is expressly  understood  and agreed that,  in the event  Executive
     commences  employment  with a "Competitor" at any time during the Severance
     Period, Executive shall no longer be entitled to receive any unpaid portion
     of the  Severance  Payment.  For purposes of this  Agreement,  "Competitor"
     shall be defined to mean any  individual  or entity that owns or operates a
     radio station, television station or magazine in any city in which Employer
     or any of its  affiliates  or related  entities  owns,  operates  or has an
     interest in any radio station, television station or magazine. Furthermore,
     it is expressly  agreed that any  individual or entity that does not own or
     operate a radio  station,  television  station or  magazine  in any city in
     which Employer or any of its affiliates or related entities owns,  operates
     or has an interest in any radio station,  television station or magazine at
     the time of commencement  of Employee's  employment with such individual or
     entity,  but subsequently  acquires a radio station,  television station or
     magazine in such city at any time  during the  Severance  Period,  shall be
     deemed  a  "Competitor"  for  purposes  of  this  Section  3.4.   Executive
     acknowledges  that  Executive  shall  not be  entitled  to  any  additional
     severance compensation upon the termination or expiration of this Agreement
     other than the  Severance  Payment,  as  provided in this  Section  3.4. In
     addition  to the  foregoing  benefits,  if  Executive  is  entitled  to the
     Severance Payment,  Employer shall also reimburse Executive for Executive's
     payment of COBRA  insurance  premiums for a maximum of eighteen (18) months
     immediately following the termination of Executive's employment;  provided,
     however, in the event Executive becomes eligible for medical coverage under
     a  subsequent  employer's  insurance  or  benefit  plans,  Executive  shall
     promptly   discontinue   Executive's  COBRA  coverage  thereby  terminating
     Employer's obligation pursuant to this sentence.


<PAGE>




     4.  Full-Time  Services.  Executive's  services  pursuant to this Agreement
shall  be  performed  on a  full-time  basis  in a  professional,  diligent  and
competent  manner  to the best of  Executive's  abilities.  Executive  shall not
undertake any outside  employment or outside business activity without the prior
written  consent  of  Employer;  provided,  however,  that  Executive  shall  be
permitted to serve on the board of  charitable or other civic  organizations  so
long as such services do not interfere with  Executive's  duties and obligations
pursuant to this Agreement.

     5.  Location  of  Employment;  Travel.  The  location  for  performance  of
Executive's  services hereunder shall be the Employer's  headquarters located in
Indianapolis,  Indiana. Executive shall undertake such travel as the performance
of Executive's duties pursuant to this Agreement may require.

     6. Compensation.

          6.1 Base Salary. Employer shall pay or cause to be paid to Executive a
     base  salary  of Four  Hundred  Thirty  Five  Thousand  Dollars  ($435,000)
     (subject to withholding for applicable  taxes and as otherwise  required by
     law) (the "Base Salary") each Contract Year during the Term. Employer shall
     pay Executive the Base Salary  according to  Employer's  customary  payroll
     practices.  Executive  acknowledges and agrees that: (i) Employer may pay a
     portion of Executive's Base Salary in Shares (as defined below) pursuant to
     a plan adopted for Emmis employees or for other executive-level officers of
     Employer;  and (ii) ten percent  (10%) of any Base Salary paid  pursuant to
     this  Agreement  is being paid in  consideration  of  Employer's  exclusive
     rights set forth in Section 10 of this Agreement.

          6.2 Annual Incentive  Compensation.  For each Contract Year during the
     Term,  Executive  shall be eligible  to receive one (1) annual  performance
     bonus in a target  amount  of Three  Hundred  Thousand  Dollars  ($300,000)
     (subject to withholding for applicable  taxes and as otherwise  required by
     law and the terms and  conditions  set forth on Exhibit A, attached  hereto
     and made a part hereof)  (each,  a "Contract  Year Bonus") to be paid after
     the  conclusion of each Contract  Year,  the exact amount of which shall be
     determined by means of Executive's  attainment of certain performance goals
     as  determined  each  Contract  Year by the  Compensation  Committee of the
     Employer's  Board  of  Directors  (the   "Compensation   Committee")  after
     reasonable, good faith consultation with Executive.  Executive acknowledges
     and agrees  that,  as a material  condition  to  receiving a Contract  Year
     Bonus,  as of the end of each respective  Contract Year,  Executive must be
     fully performing  Executive's  duties and obligations as required hereunder
     and shall not be in  breach  of any of the  terms  and  conditions  of this
     Agreement.  It is  understood  and  agreed  that  Emmis  may,  at its  sole
     election,  pay any Contract Year Bonus,  if any, in cash or Shares.  In the
     event  Emmis  elects  pursuant to this  Section 6.2 to pay a Contract  Year

<PAGE>

     Bonus in Shares,  the exact  number of Shares to be  awarded  to  Executive
     shall be determined  by dividing the total dollar amount of the  applicable
     Contract Year Bonus by the average of the reported high and low Share price
     on a  valuation  date to be used by Employer in  determining  similar  cash
     incentive  compensation  awards  for other  members  of  Employer's  senior
     management team (the "Valuation Formula").  Any Contract Year Bonus amounts
     earned by Executive  pursuant to the terms and  conditions  of this Section
     6.2 shall be awarded promptly following Employer's fiscal year end earnings
     release or at such other time as annual incentive  compensation  awards are
     made to other members of Employer's senior management team (but in no event
     later than ninety (90) days after the expiration of the applicable Contract
     Year).  The performance  goals for the First Contract Year are set forth on
     Exhibit A.

          6.3 Equity  Incentive  Compensation.  On or about the  commencement of
     each  Contract  Year  during  the Term,  or at any other time  during  each
     Contract Year when Employer  generally awards Options (as defined below) to
     members of Employer's  senior  management team,  Executive shall receive an
     option to acquire Fifty Thousand (50,000) shares of Class A Common Stock of
     Emmis  Communications  Corporation (the "Shares") pursuant to the terms and
     subject  to the  conditions  of the  applicable  Equity  Incentive  Plan of
     Employer (each, an "Option"). It is understood and agreed that in the event
     of any change in the  outstanding  Shares by reason of any  reorganization,
     recapitalization,  stock split, reverse stock split, stock dividend,  share
     combination, consolidation or similar event, including without limitation a
     Separation  Event,  the  number  and class of Shares  awarded  pursuant  to
     Section 6.5 of this Agreement or covered by an Option  granted  pursuant to
     this  Section  6.3 (and any  applicable  Option  exercise  price)  shall be
     adjusted  by the  Compensation  Committee  in its  sole  discretion  and in
     accordance  with  the  terms of the  applicable  Equity  Incentive  Plan of
     Employer and the Option agreement  evidencing the grant of the Option.  The
     determination  of  the  Compensation  Committee  shall  be  conclusive  and
     binding. Executive hereby acknowledges Executive's receipt of an Option for
     the First Contract Year on or about March 1, 2002, and the Second  Contract
     Year on or about March 1, 2003.

          6.4 Equity  Bonus.  On or about the  conclusion  of each Contract Year
     during  the  Term,  Executive  shall  receive  a  certain  number of Shares
     equivalent  to the  dollar  amounts  set  forth  below on the date of grant
     (subject to withholding for applicable  taxes and as otherwise  required by
     law) (the "Equity Bonus"), the exact number of which shall be determined by
     the Valuation Formula:

                  First Contract Year:               $100,000
                  Second Contract Year:              $102,908
                  Third Contract Year:               $106,584
                  Fourth Contract Year:              $110,380
<PAGE>

It is  understood  and agreed  that  Executive  shall be  eligible to receive an
Equity  Bonus  only if  Executive  is fully  performing  Executive's  duties and
obligations  as required  hereunder and is not in breach of any of the terms and
conditions of this Agreement.  In the event Executive's employment is terminated
either:  (a) by Employer  under Section 11.1; or (b) by Executive for any reason
other than for Good Reason under Section 11.4 or pursuant to Exhibit B (attached
hereto and made a part  hereof),  or a  material  breach of any of the terms and
conditions of this Agreement by Employer (after  providing  Employer with notice
of such breach and a  reasonable  opportunity  to cure such  breach),  Executive
shall  promptly  repay  Employer the actual  pre-tax  dollar value of the Shares
received  by  Executive  on the date(s) of grant  pursuant  to this  Section 6.4
within one hundred twenty (120) days  immediately  following the  termination of
Executive's employment.

          6.5 Stock  Grant.  On or about  February  28,  2006,  Executive  shall
     receive Thirty  Thousand  (30,000) Shares (the "Bonus  Shares");  provided,
     that (i) this  Agreement is in effect on February 28, 2006 and has not been
     terminated for any reason;  and (ii)  Executive has fully  performed all of
     Executive's duties and obligations under this Agreement throughout the Term
     and is not in breach of any of the terms and conditions of this  Agreement.
     Executive understands and agrees that Employer shall have the right, in its
     sole and absolute  discretion,  to pay to Executive  the value of the Bonus
     Shares  (according  to the  Valuation  Formula) in cash in lieu of granting
     Executive the Bonus Shares.

          6.6.  Auto  Allowance.  During  the Term,  Executive  shall  receive a
     monthly auto  allowance  ("Auto  Allowance")  in the amount of One Thousand
     Dollars  ($1,000)  (subject  to  withholding  for  applicable  taxes and as
     otherwise  required by law) consistent  with Employer's  policy or practice
     regarding  such  allowances,  as such policy or practice  may be changed or
     eliminated from time to time during the Term in Employer's sole discretion;
     provided,  however,  that in no event  shall the amount  paid to  Executive
     under this Section 6.6 be reduced.

          6.7 Life and Disability Insurance. Each Contract Year during the Term,
     Employer  agrees to  reimburse  Executive  in an amount not to exceed  Five
     Thousand Dollars ($5,000) (the "Life and Disability Insurance Premium") for
     the annual premium associated with Executive's  purchase of a term life and
     disability insurance policy or policies on the life of Executive. Executive
     shall  be  entitled  to  freely  select  and  change  the   beneficiary  or
     beneficiaries  under such policy or policies.  Notwithstanding  anything to
     the contrary contained in this Agreement, Employer's obligations under this
     Section 6.7 are expressly  contingent  upon  Executive  providing  required
     information and taking all necessary actions required of Executive in order
     to obtain and maintain the subject  policy or policies,  including  without
     limitation, passing any required physical examinations.


<PAGE>

          6.8  Performance-Based  Compensation;  Fractional  Shares.  It is  the
     intention  of the parties that each  Contract  Year Bonus paid to Executive
     pursuant to this Section 6 will be deemed performance-based compensation in
     order to permit such  compensation  to qualify for deduction  under Section
     162(m) of the  Internal  Revenue Code of 1986.  Accordingly,  to the extent
     permitted  by law, the  provisions  of this Section 6 shall be construed to
     permit each Contract Year Bonus paid hereunder to so qualify. Additionally,
     in the event that the  calculation of a certain number of Shares awarded to
     Executive  pursuant to any of the provisions of this Section 6 results in a
     fractional  Share, such fractional Share shall be rounded up to the nearest
     whole Share.

     7. Business  Expenses.  Employer  shall pay or reimburse  Executive for all
reasonable  expenses  actually  incurred by Executive  during the Term  directly
related to the performance of Executive's  services  hereunder upon presentation
of  expense  statements,  vouchers  or  similar  documentation,  or  such  other
supporting information as Employer may require of Executive.

     8.  Fringe  Benefits  and  Vacation.  During the Term,  Executive  shall be
entitled to paid vacation in accordance with Employer's  applicable policies and
procedures for  executive-level  employees.  Executive shall also be eligible to
participate in and receive the fringe benefits generally made available to other
executive-level  employees of Employer in accordance with the general provisions
of Employer's fringe benefit plans or programs; provided, however that Executive
understands that these benefits may be increased,  changed,  eliminated or added
from time to time during the Term as determined in Employer's  sole and absolute
discretion.

     9. Confidential Information.

               9.1   Non-Disclosure.   Executive   acknowledges   that   certain
          information  concerning  the business of Employer is of a  proprietary
          and highly  confidential  nature,  and that as a result of Executive's
          employment  with Employer,  Executive has received and developed,  and
          will hereafter receive and continue to develop,  proprietary and other
          confidential  information  concerning the business of Employer and its
          subsidiaries which, if known to competitors of Employer,  would damage
          Employer,   its   subsidiaries,   and  their  respective   businesses.
          Accordingly,  Executive  agrees that,  during the Term and thereafter,
          Executive shall not divulge or appropriate for Executive's own use, or
          for the use or benefit of any third party (other than  Employer or its
          representatives  or as  specifically  directed in writing by Employer)
          any  information  or knowledge  concerning the business of Employer or
          any of its subsidiaries which is not generally available to the public
          other than through the  activities  of  Executive.  Executive  further
          agrees that upon termination of Executive's employment for any reason,

<PAGE>

          Executive   shall  promptly   surrender  to  Employer  all  documents,
          brochures,  writings,  illustrations,  price lists,  marketing  plans,
          budgets and any other such materials (regardless of form or character)
          that  Executive  received  from or  developed on behalf of Employer in
          connection with Executive's  employment.  Executive  acknowledges that
          all such  materials  shall  remain at all times  during  and after the
          expiration  or  termination  of the Term for any  reason  the sole and
          exclusive  property of Employer,  and that  nothing in this  Agreement
          shall be deemed to grant  Executive  any right,  title or  interest in
          such material.

               9.2 Injunctive Relief.  Executive  acknowledges that: Executive's
          breach  of  Section  9.1 will  cause  irreparable  harm and  damage to
          Employer,  the exact amount of which will be  difficult to  ascertain;
          that the remedies at law for any such breach would be inadequate;  and
          that  the  provisions  of  this  Section  9  have  been   specifically
          negotiated and carefully  written to prevent such irreparable harm and
          damage. Accordingly, if Executive breaches Section 9.1, Employer shall
          be entitled to injunctive  relief enforcing  Section 9.1 to the extent
          reasonably  necessary  to  protect  Employer's  legitimate  interests,
          without posting bond or other security.

     10. Non-Interference.

               10.1  Non-Interference.  During  the Term and for a period of two
          (2) years  immediately  thereafter,  Executive shall not,  directly or
          indirectly,  take any  action  (or permit any action to be taken by an
          entity with which  Executive  is  associated)  which has the effect of
          interfering  with Employer's  relationship  (contractual or otherwise)
          with any employee of Employer or any of its  subsidiaries,  affiliates
          or related entities.

               10.2 Injunctive  Relief.  Executive  acknowledges and agrees that
          the  provisions of this Section 10 have been  specifically  negotiated
          and carefully worded in recognition of the  opportunities  which shall
          be  afforded  to  Executive  by  Employer  by  virtue  of  Executive's
          continued  association  with Employer and the influence that Executive
          has and will continue to have over Employer's employees, customers and
          vendors.  Executive further  acknowledges that:  Executive's breach of
          Section 10.1 will cause  irreparable harm and damage to Employer,  the
          exact  amount  of  which  will be  difficult  to  ascertain;  that the
          remedies at law for any such breach would be inadequate;  and that the
          provisions of this Section 10 have been  specifically  negotiated  and
          carefully  written  to prevent  such  irreparable  injury and  damage.
          Accordingly,  if Executive  breaches  Section 10.1,  Employer shall be

<PAGE>

          entitled to  injunctive  relief  enforcing  Section 10.1 to the extent
          reasonably  necessary  to  protect  Employer's  legitimate  interests,
          without posting bond or other security.  If Executive violates Section
          10.1 and Employer  brings legal action for injunctive or other relief,
          Employer shall not, as a result of the time involved in obtaining such
          relief,   be   deprived   of  the   benefit  of  the  full  period  of
          non-interference set forth therein.  Accordingly,  the obligations set
          forth in Sections  10.1 shall be deemed to have the duration set forth
          therein,  computed from the date such relief is granted but reduced by
          the time expired between the date the restrictive  period began to run
          and the date of the first violation of the obligations by Executive.

               10.3  Construction.  Despite the express agreement herein between
          Employer and  Executive,  in the event that any of the  provisions set
          forth in this  Section  10 shall be  determined  by any court or other
          tribunal of competent  jurisdiction to be unenforceable for any reason
          whatsoever,   the  parties   agree  that  this  Section  10  shall  be
          interpreted to extend only to the maximum extent as to which it may be
          enforceable,  and that this  Section  10 shall be  severable  into its
          component parts, all as determined by such court or tribunal.

     11. Termination of Agreement.

               11.1 Termination of Agreement by Employer for Cause. Employer may
          terminate  this  Agreement and  Executive's  employment  hereunder for
          Cause (as defined in Section 11.3 below) in accordance  with the terms
          and  conditions  of this  Section  11.  Following a  determination  by
          Employer that Executive should be terminated for Cause, Employer shall
          give  written  notice to  Executive  specifying  the  grounds for such
          termination  (the  "Preliminary  Notice"),  and  Executive  shall have
          thirty (30) days after receipt of the Preliminary Notice to respond in
          writing.  If following  the  expiration of such thirty (30) day period
          Employer   reaffirms  its  determination   that  Executive  should  be
          terminated  for  Cause,  such  termination  shall  be  effective  upon
          delivery by Employer to  Executive  of a final  notice of  termination
          (the "Final Notice").

               11.2 Effect of Termination by Employer for Cause. In the event of
          termination for Cause as provided in Section 11.1 above:

                    (i)  Executive   shall  have  no  further   obligations   or
               liabilities  hereunder,   except  Executive's  obligations  under
               Section 6.4, 9 and 10,  which shall  survive the  termination  of
               this Agreement.

                    (ii) Employer   shall  have  no  further   obligations   or
               liabilities hereunder, except that Employer shall, not later than
               two (2) weeks after the termination date:

                         (a)  Pay to  Executive  all  unpaid  Base  Salary  with
                    respect to any applicable pay period ending on or before the
                    termination date; and


<PAGE>




                         (b) Pay to Executive any Contract  Year Bonus,  if any,
                    which  Executive  earned  for a Contract  Year  ending on or
                    prior to the  termination  date  pursuant to Section 6.2 but
                    which is unpaid as of the termination date.

          11.3  Definition  of Cause.  For purposes of this  Agreement,  "Cause"
     shall be defined to mean any of the  following:  (i) any action or omission
     by Executive  involving willful or repeated failure,  neglect or refusal to
     perform any of Executive's  obligations under this Agreement (or any duties
     assigned to Executive consistent with the terms of this Agreement) or abide
     by any applicable policy of Employer, and continuation of such breach after
     written  notice  and the  expiration  of a ninety  (90)  day  cure  period;
     provided,  however,  that it is not the parties'  intention  that  Employer
     shall be  required to provide  successive  such  notices,  and in the event
     Employer  has  provided  Executive  with a notice and  opportunity  to cure
     pursuant to this Section 11.3,  Employer may terminate this Agreement for a
     subsequent  breach  similar or  related to the breach for which  notice was
     previously given or for a continuing series or pattern of breaches (whether
     or not similar or related)  without  providing  notice or an opportunity to
     cure; (ii) commission of, or the bringing of charges against Executive for,
     any felony or any other crime  involving an act of moral  turpitude;  (iii)
     Executive's  action  or  omission,  or  knowing  allowance  of  actions  or
     omissions,  which are in violation of any law or the rules and  regulations
     of the Federal  Communications  Commission (the "FCC"),  or which otherwise
     jeopardize   the  licenses   granted  to  Employer  or  any  of  Employer's
     subsidiaries or affiliates in connection with the ownership or operation of
     any radio or television  station;  (iv) theft in any amount;  (v) actual or
     threatened violence against another employee or individual;  (vi) sexual or
     other prohibited harassment of others; (vii) unauthorized disclosure or use
     of  proprietary  or  confidential  information,  as described more fully in
     Section  9.1;  and  (viii)  any  action  which  brings  Employer  or any of
     Employer's  subsidiaries  or affiliates  into public  disrepute,  contempt,
     scandal or ridicule.

          11.4 Termination of Employment by Executive for Good Reason. Executive
     may terminate this Agreement and Executive's  employment hereunder for Good
     Reason  according to the terms and subject to the  conditions  set forth in
     this Section 11.4. For purposes of this  Agreement,  "Good Reason" shall be
     defined to mean any situation or circumstance where, following a Separation
     Event, Executive (a) is no longer Executive Vice President, Chief Financial
     Officer and Treasurer of Employer or any entity  established  in connection
     with such Separation  Event,  or (b) no longer reports  directly to Smulyan
     with  respect to at least one of the  following  two  divisions:  (i) Emmis
     radio  division;  or (ii) Emmis  television  division  (each, a "Division";
     collectively,  the  "Divisions"),  or any entity  established in connection
     with a Separation Event. In such an event: (i) Executive may terminate this
     Agreement by providing  written  notice to Employer,  which notice shall be
     effective one hundred  twenty (120) days after  Employer's  receipt of such

<PAGE>

     notice;  and (ii) Executive and Employer shall have no further  obligations
     or  liabilities  hereunder  except  as  specifically  provided  in the next
     sentence.  If Executive  terminates  this  Agreement  for Good  Reason,  as
     permitted in this Section 11.4,  Executive's  obligations  under Sections 9
     and 10 shall survive the  termination of this Agreement and Employer shall,
     not later than two (2) weeks after the termination date, pay to Executive a
     one-time,  lump sum payment  equal to the present  cash value of all unpaid
     compensation  owed to Executive  for the  remainder of the Term pursuant to
     Section 6 of this Agreement  (except the equity incentive  compensation set
     forth in Section  6.3,  which  compensation  shall not be  included  in the
     calculation of the lump sum payment),  plus the Severance Payment described
     in Section 3.4. For purposes of calculating the lump sum payment  described
     in the immediately  preceding sentence,  the annual incentive  compensation
     shall be determined to be Three Hundred  Thousand  Dollars  ($300,000)  for
     each applicable  Contract Year remaining  during the Term. All amounts paid
     pursuant  to  this  Section  11.4  shall  be  subject  to  withholding  for
     applicable  taxes and as  otherwise  required by law.  For purposes of this
     Agreement,  "Separation  Event"  shall  be  defined  as any  event  whereby
     Employer elects to separate or bifurcate its radio and television Divisions
     by  means of  merger,  corporate  reorganization,  sale or  disposition  of
     assets, spin off, tax-free reorganization, or otherwise.

          11.5 Change in  Control.  In the event of a "Change in  Control",  the
     rights and  obligations  of Executive and Employer  shall be set forth in a
     separate  Change of Control  Agreement  to be  executed by the parties in a
     form  acceptable to Employer and  thereafter  attached to this Agreement as
     Exhibit B.  "Change in Control"  shall have the  meaning  ascribed to it in
     Exhibit B. Notwithstanding  anything to the contrary contained herein or in
     Exhibit B, a Change in Control  shall be deemed  not to have  occurred  if,
     immediately following a Separation Event or the transaction or transactions
     described in the  definition of Change of Control in Exhibit B: (i) Smulyan
     is  Chairman  or Chief  Executive  Officer  of  Employer  or any  successor
     thereto,  including  without  limitation,  either  Division  or any  entity
     established as a result of a Separation Event (collectively,  "Successor");
     or (ii) Smulyan retains the ability to vote at least fifty percent (50%) of
     all classes of stock of the  Employer or any  Successor;  or (iii)  Smulyan
     retains  the  ability  to elect a  majority  of the Board of  Directors  of
     Employer or any Successor.

     12. Disability.

          12.1 Termination of Employment. If Executive shall become Disabled (as
     defined in Section 12.2),  Employer shall continue to compensate  Executive
     under the terms of this Agreement without  diminution and otherwise without
     regard to such disability or  nonperformance  of duties until Executive has
     been  disabled  for a  cumulative  period of six (6) months,  at which time
     Employer  may,  in its  sole  discretion,  elect to  terminate  Executive's
     employment. If Employer elects to terminate Executive's employment pursuant
     to this Section 12.1, the date that Executive's employment terminates shall
     be referred to herein as the "Disability Termination Date."
<PAGE>

          12.2  Definition  of  Disability.  Executive  shall be  deemed to have
     become  "Disabled"  for  purposes of this  Agreement  if,  during the Term,
     because of ill health,  physical or mental disability,  or for other causes
     beyond Executive's reasonable control,  Executive shall have been unable to
     perform  Executive's  duties  hereunder  as  reasonably   determined  by  a
     physician selected by Employer.

          12.3  Obligations  after  Termination.  Unless Employer  exercises its
     option under Section 12.5 below to reinstate  Executive to Executive's full
     compensation,  duties, functions,  responsibilities and authority hereunder
     for the  balance  of the  original  Term,  Executive  shall have no further
     obligations or liabilities  hereunder after a Disability  Termination  Date
     except Executive's  obligations under Sections 9 and 10 which shall survive
     the termination of the Term. After a Disability  Termination Date, Employer
     shall have no  further  obligations  or  liabilities  hereunder  except its
     obligations  under Section 12.4 which shall also survive the termination of
     the Term.

          12.4 Payment of Unpaid Amounts after Termination.  Employer shall, not
     later  than two (2)  weeks  after a  Disability  Termination  Date,  pay to
     Executive:  (i) all unpaid Base Salary with respect to any period ending on
     or before the  Disability  Termination  Date;  plus (ii) any Contract  Year
     Bonus,  if any,  earned by Executive for a Contract Year ending on or prior
     to the  Disability  Termination  Date  pursuant to Section 6.2 but which is
     unpaid as of the Disability Termination Date.

          12.5  Reinstatement.  If during the original Term and  subsequent to a
     Disability   Termination  Date,   Executive  shall  fully  recover  from  a
     disability,  Employer shall have the right  (exercisable  within sixty (60)
     days after written  notice from  Executive of such  recovery),  but not the
     obligation,  to reinstate Executive to employment hereunder for the balance
     of the original  Term. In the event of such  reinstatement,  Employer shall
     pay  Executive at  Executive's  full level of  compensation  hereunder  and
     otherwise  employ  Executive in accordance with the terms and provisions of
     this Agreement.

          12.6 No Reduction.  Amounts payable  pursuant to this Section 12 shall
     not be reduced by the value of any benefits  payable to Executive under any
     disability  insurance plan or policy,  including  without  limitation,  any
     policy contemplated by Section 6.7 of this Agreement.


<PAGE>

     13. Death of Executive.

          13.1   Termination  of  Agreement.   This  Agreement  shall  terminate
     immediately  upon  Executive's  death.  In the  event of such  termination,
     Employer shall have no further obligations or liabilities  hereunder except
     its  obligations   under  Section  13.2  below  which  shall  survive  such
     termination.

          13.2 Compensation.  Employer shall, not later than two (2) weeks after
     Executive's  date  of  death,  pay  to  Executive's  estate  or  designated
     beneficiary  all unpaid Base Salary and Contract Year Bonus amounts  earned
     by  Executive,  if any,  with  respect  to any  period  ending on or before
     Executive's date of death.

          13.3 No Reduction.  Amounts payable  pursuant to this Section 13 shall
     not be reduced by the value of any benefits  payable to Executive's  estate
     or designated  beneficiaries  under any  applicable  life insurance plan or
     policy,  including without  limitation,  any policy contemplated by Section
     6.7 of this Agreement.

          13.4 Death after  Termination.  In the event that Executive dies after
     termination of this Agreement pursuant to Section 11, 12 or 13, all amounts
     required to be paid by Employer  prior to  Executive's  death in connection
     with such  termination  that remain unpaid as of Executive's  date of death
     shall  be paid to  Executive's  estate  or  designated  beneficiary.  It is
     understood and agreed that if Executive dies while  receiving  installments
     of the Severance Payment,  Employer shall pay the remaining installments of
     the  Severance  Payment for the  remainder  of the  Severance  Period after
     Executive's date of death to Executive's estate or designated beneficiary.

     14.  Notices.  All notices,  requests,  consents and other  communications,
required or permitted to be given hereunder,  shall be made in writing and shall
be deemed to have been duly  given if  delivered  personally  or sent by prepaid
telegram,  or mailed  first-class,  postage prepaid,  by registered or certified
mail, as follows (or to such other or  additional  address as either party shall
designate by notice in writing to the other in accordance herewith):

                  (i)  If to Employer:
                           Emmis Communications Corporation
                           40 Monument Circle
                           Suite 700
                           Indianapolis, Indiana 46204
                           Attn.:  David O. Barrett, Esq.

<PAGE>

                         With a copy to:

                           Gary L. Kaseff, Esq.
                           15821 Ventura Blvd.
                           Suite 685
                           Encino, California 91436


               (ii) If to  Executive,  to  Executive's  address on the personnel
          records of Employer, with a copy to:

                           Martin J. Klaper, Esq.
                           Ice Miller
                           One American Square, Box 82001
                           Indianapolis, Indiana 46282-0002



     15. Miscellaneous.

          15.1  Governing  Law.  This  Agreement  shall be  deemed  to have been
     entered  into in the  State of  Indiana  and  shall  be  governed  by,  and
     construed and enforced in accordance with, the laws of the State of Indiana
     without regard to its choice of law provisions.

          15.2  Arbitration.  The parties agree that any controversy or claim of
     either  party  hereto  arising  out  of or in  any  way  relating  to  this
     Agreement,  or  breach  thereof,  shall be  settled  by final  and  binding
     arbitration  in  Indianapolis,  Indiana in accordance  with the  applicable
     rules of the American Arbitration  Association,  and that judgment upon any
     award rendered may be entered by the  prevailing  party in any court having
     jurisdiction  thereof.  The  parties  agree  to  share  equally  all  costs
     associated with the arbitration;  provided,  however, that each party shall
     be  solely  responsible  for  its  own  attorneys'  fees  and  expenses  in
     connection with any such arbitration.

          15.3 Captions. The section headings contained herein are for reference
     purposes only and shall not in any way affect the meaning or interpretation
     of any of the terms or conditions of this Agreement.

          15.4 Entire Agreement;  Merger. This Agreement (including all exhibits
     attached  hereto and  referenced in this  Agreement)  sets forth the entire
     agreement and  understanding  of the parties relating to the subject matter
     herein,   and   supersedes   all   prior   agreements,   arrangements   and
     understandings,  written or oral,  between  the  parties,  which are merged
     herein.  Accordingly,  this  Agreement  supersedes  and  replaces all prior
     written  employment  agreements  between  the  parties,  including  without
     limitation,  the employment  agreement  between the parties effective as of
     March 1, 1999.
<PAGE>

          15.5 Successors and Assigns.  This Agreement,  and Executive's  rights
     and  obligations  hereunder,  may not be assigned by Executive  without the
     prior written consent of Employer, which consent may be granted or withheld
     in  Employer's  sole  and  absolute  discretion;  provided,  however,  that
     Executive may designate  pursuant to Section 15.7 one or more beneficiaries
     to receive  any  amounts  that would  otherwise  be  payable  hereunder  to
     Executive's  estate.  Employer  may assign all or any portion of its rights
     and obligations  hereunder to any subsidiary,  affiliate or related entity,
     or any third party by way of merger, corporate reorganization, a Separation
     Event, acquisition of substantially all of the assets or stock of Employer,
     or otherwise.

          15.6 Amendments;  Waivers. This Agreement cannot be changed,  modified
     or amended,  and no provision or requirement hereof may be waived,  without
     the written consent of Executive and Employer.  The failure of either party
     at any time or times to require  performance of any provision  hereof shall
     in no manner affect the right of such party at a later time to enforce such
     provision.  No  waiver  by a party of the  breach  of any term or  covenant
     contained in this Agreement, whether by conduct or otherwise, in any one or
     more  instances,  shall be  deemed  to be, or  construed  as, a further  or
     continuing waiver of any such breach or a waiver of the breach of any other
     term or covenant contained in this Agreement.

          15.7  Beneficiaries.  Whenever this Agreement provides for any payment
     to Executive's estate, such payment may be made instead to such beneficiary
     or  beneficiaries  as Executive may have designated in a writing filed with
     Employer. Executive shall have the right to revoke any such designation and
     to  re-designate  a  beneficiary  or  beneficiaries  by  written  notice to
     Employer (and to any applicable insurance company).

          15.8 Executive's  Warranty and Indemnity.  Executive hereby represents
     and warrants  that  Executive:  (i) has the full and  unqualified  right to
     enter into and fully  perform  this  Agreement  according to each and every
     term and condition  contained herein;  and (ii) has not made any agreement,
     contractual obligation,  or commitment in contravention of any of the terms
     and  conditions  of this  Agreement or which would prevent  Executive  from
     performing  according to any of the terms and conditions  contained herein.
     Furthermore,  Executive  hereby agrees to fully indemnify and hold harmless
     Employer and each of its subsidiaries, affiliates and related entities, and
     each of their respective officers, directors, employees, agents, attorneys,
     insurers and  representatives  (collectively,  the "Emmis  Group") from and
     against any and all losses, costs, damages,  expenses (including attorneys'

<PAGE>

     fees and expenses),  liabilities and claims,  arising out of, in connection
     with,  or  in  any  way  related  to  Executive's  breach  of  any  of  the
     representations or warranties contained in this Section 15.8 or Executive's
     breach  of any of the  material  terms  or  conditions  contained  in  this
     Agreement.

          15.9  Change in Fiscal  Year.  If Employer  changes  its fiscal  year,
     Employer  shall make such  adjustments  to the  various  dates and  amounts
     included  herein  or in  any  plan  or  program  referenced  herein  as are
     necessary or appropriate; provided, however, that the end of the Term shall
     in no event be  extended  beyond the  expiration  of the Term  without  the
     written consent of the parties.

          15.10  Indemnification.  Executive shall be entitled to the benefit of
     the indemnification provisions set forth in Employer's Amended and Restated
     Articles of  Incorporation  and/or  By-Laws,  or any  applicable  corporate
     resolution,  as the same may be amended  from time to time  during the Term
     (not  including any limiting  amendments  or  additions,  but including any
     amendments or additions that add to or broaden the  protection  afforded to
     Executive at the time of execution of this Agreement) to the fullest extent
     permitted by applicable law.  Additionally,  Employer shall cause Executive
     to be  indemnified  in accordance  with Chapter 37 of the Indiana  Business
     Corporation Law (the "IBCL"),  as the same may be amended from time to time
     during the Term, to the fullest extent permitted by the IBCL as required to
     make Executive  whole in connection  with any  indemnifiable  loss, cost or
     expense  incurred in  Executive's  performance  of  Executive's  duties and
     obligations pursuant to this Agreement. Employer shall also maintain during
     the Term an insurance policy providing  directors' and officers'  liability
     coverage in a commercially  reasonable  amount.  It is understood  that the
     foregoing  indemnification  obligations  shall  survive the  expiration  or
     termination of the Term.


<PAGE>




          IN WITNESS WHEREOF,  the parties,  intending to be legally bound, have
     duly executed this Agreement as of the date first written above.


                         EMMIS OPERATING COMPANY
                         ("Employer")



                         By:   /s/ Jeffrey H. Smulyan
                               Jeffrey H. Smulyan
                               Chairman of the Board and Chief Executive Officer


                         WALTER Z. BERGER
                         ("Executive")


                         /s/ Walter Z. Berger
                         Walter Z. Berger




<PAGE>



                                    EXHIBIT A

                  Calculation of Annual Incentive Compensation

     Pursuant  to Section  6.2,  for the first  Contract  Year  during the Term,
Executive shall be entitled to a Contract Year Bonus in a target amount of up to
Three Hundred Thousand  Dollars  ($300,000) upon the attainment of the following
performance goals (the "Performance Goals"):

                   Target Bonus     Performance Goal

          1.       $120,000         Domestic Radio Broadcast Cash Flow Target
          2.       $90,000          Television Broadcast Cash Flow Target
          3.       $90,000          Discretionary

     Executive's  attainment of the Performance Goals shall be determined in the
sole and absolute  discretion  of the  Compensation  Committee  based on certain
performance  targets  established by the Compensation  Committee  related to the
broadcast  cash flow of the  Divisions or other  operating  units of Employer as
reported by the Employer in its filings with the United  States  Securities  and
Exchange  Commission.  For purposes of this Exhibit A, "Domestic Radio Broadcast
Cash  Flow"  shall be  defined as the  combined  broadcast  cash flow for all of
Employer's  domestic radio stations.  "Television  Broadcast Cash Flow" shall be
defined as the combined  broadcast  cash flow for all of  Employer's  television
stations.  Discretionary  bonus  amounts  shall be awarded  by the  Compensation
Committee  in its sole  and  absolute  discretion.  The  Compensation  Committee
reserves  the  right to amend  the  Performance  Goals  to the  extent  it deems
appropriate in order to take into account any material acquisition, disposition,
reorganization,   recapitalization  or  other  material  transaction   involving
Employer or its  properties.  It is understood  and agreed that the  Performance
Goals for each subsequent  Contract Year during the Term, and the  corresponding
performance  targets,  shall be determined by the  Compensation  Committee on or
about the commencement of each respective Contract Year.

     Executive  shall earn a percentage of each Target Bonus in accordance  with
the following scale depending upon the extent to which the Performance Goals are
attained:

Percentage of Performance Goal Attained        Percentage of Target Bonus Earned
105% or more                                            120% maximum
100%                                                    100%
95%                                                     80%
90%                                                     70%
less than 90%                                            0%


<PAGE>




                                                     EXHIBIT B

                                            Change of Control Agreement