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 RICHARD F. CUMMINGS, a California 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 exclusive employment with Employer.

     2. Term.  The term of  Executive's  employment  shall  commence on March 1,
2002, and continue until  February 28, 2005 (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.

     3. Executive's Position, Duties and Authority.


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          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 serve as President - Radio Division
     or,  subject to the  provisions  of Section  11.4 and  Exhibit A  (attached
     hereto and made a part hereof), shall serve in such other senior management
     positions to which Employer may appoint Executive.

          3.2 Duties and Authority. Executive shall have such duties, functions,
     authority  and  responsibilities  as are  commensurate  with the  office(s)
     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  15.11.
     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.  If Executive is so appointed,
     Executive shall be entitled to the benefit of  indemnification as set forth
     in the first sentence of this Section 3.3.

     4.  Full-Time  Services.  Executive's  services  pursuant to this Agreement
shall be  performed  on a  full-time  and  exclusive  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 offices designated by Employer in or
near Los  Angeles,  California.  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 (not to exceed ten percent (10%) without
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     Executive's prior written consent) 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 up to 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 B, attached  hereto
     and made a part hereof) (each,  a "Contract Year Bonus"),  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  consultation  with and input from 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: (i) this  Agreement  must be in effect and not previously  terminated
     for any reason  (other than a breach of this  Agreement by  Employer);  and
     (ii) Executive must be fully performing  Executive's duties and obligations
     as  required  hereunder  and shall not be in breach of any of the  material
     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  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 B.

          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

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     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 (as defined below), the number and class of Shares awarded
     pursuant to 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.

          6.4  Signing  Bonus.  On or  about  the  date  of  execution  of  this
     Agreement,  Executive shall receive a one-time, lump sum, cash bonus in the
     amount of Three Hundred Thousand Dollars ($300,000) (subject to withholding
     for  applicable  taxes and as  otherwise  required  by law)  (the  "Signing
     Bonus").  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, due to Executive's  disability or death
     pursuant  to  Sections  12 or 13, or  pursuant  to Exhibit A, 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 total amount of the Signing Bonus within thirty (30) days'  immediately
     following the termination of Executive's employment.

          6.5 Completion  Bonus. On or about February 28, 2005,  Executive shall
     receive 22,500 Shares (the "Completion  Shares");  provided,  that (i) this
     Agreement is in effect on February 28, 2005 and has not been terminated for
     any reason (other than a breach of this  Agreement by  Employer);  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
     material  terms and conditions of this  Agreement.  Employer shall have the
     right, in its sole and absolute  discretion,  to pay to Executive the value
     of the Completion  Shares  (according to the Valuation  Formula) in cash in
     lieu of granting Executive the Completion Shares.

          6.6.  Auto  Allowance.  During  the Term,  Executive  shall  receive a
     monthly  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.


<PAGE>




          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.

          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 four (4)  weeks of 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 and as generally  applied
to other Emmis employees and/or members of Employer's senior management team.

     9. Confidential Information.


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          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,  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; Injunctive Relief.

          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  in a  management  role)  which has the effect of
     interfering  with Employer's  relationship  (contractual or otherwise) with

<PAGE>

     any employee of Employer or any of its subsidiaries,  affiliates or related
     entities. It is understood and agreed that, notwithstanding the restriction
     set forth in the immediately preceding sentence,  Executive may solicit the
     employment of Executive's administrative assistant.

          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 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 herein.  Accordingly,  the obligations set forth
     in Section  10.1 shall be deemed to have the  duration  set forth  therein,
     computed  from the date such  relief is  obtained or 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 five (5) days  after  receipt of the

<PAGE>

     Preliminary  Notice to respond in writing.  If following the  expiration of
     such  five  (5)  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  (including any  un-reimbursed  business  expenses  incurred
               pursuant to the terms of Section 7); and

                    (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  material  duties or  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
     ten (10) 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 material
     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 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

<PAGE>

     television  station;  (iv) theft in any  amount;  (v) actual or  threatened
     violence  against  another  employee;   (vi)  sexual  or  other  prohibited
     harassment  of  other  employees  of  Emmis  or any  of  its  subsidiaries,
     affiliates or related  entities;  (vii)  unauthorized  disclosure or use of
     proprietary or confidential information, as described more fully in Section
     9.1;  (viii)  any  action  which  brings  Employer  or  any  of  Employer's
     subsidiaries  or affiliates  into public  disrepute,  contempt,  scandal or
     ridicule;  and (ix) any matter constituting cause or gross misconduct under
     applicable laws.

          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  Executive no longer
     reports  directly to Jeffrey H.  Smulyan  ("Smulyan")  with  respect to the
     Radio  Division.  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
     notice;  and (ii) Executive and Employer shall have no further  obligations
     or liabilities hereunder;  provided,  however, that Executive's obligations
     under  Sections 9 and 10 shall survive the  termination  of this  Agreement
     and, provided,  further,  that Employer shall, not later than two (2) weeks
     after the  termination  date,  pay to Executive all unpaid Base Salary with
     respect to any  applicable  pay period ending on or before the  termination
     date (including any  un-reimbursed  business  expenses incurred pursuant to
     the terms of Section 7), and any  Contract  Year Bonus,  if any,  earned by
     Executive  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. It
     is expressly  understood and agreed that, in the event  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  (each,  a  "Separation  Event"),
     Executive may not terminate this  Agreement so long as Executive  continues
     to report directly to Smulyan after such a Separation Event with respect to
     the Radio Division.

          11.5Change  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 A.  "Change in Control"  shall have the  meaning  ascribed to it in
     Exhibit A. Notwithstanding  anything to the contrary contained herein or in
     Exhibit A, 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 A: (i) Smulyan
     is  Chairman  or Chief  Executive  Officer  of  Employer  or any  successor
     thereto,  including  without  limitation,  the Radio Division or any entity
     established as a result of a Separation Event (collectively,  "Successor");

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     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."

          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
     reputable 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  (including  any  un-reimbursed
     business  expenses  incurred pursuant to the terms of Section 7); 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;  provided,
     however,  that in the event a Disability  Termination  Date occurs at least
     six (6) months after the  commencement  of a Contract Year during the Term,
     Employer  shall pay to Executive a pro-rated  portion of the Contract  Year
     Bonus for the Contract Year during which the  Disability  Termination  Date

<PAGE>

     occurs, such amount to be determined in the sole discretion of Employer, so
     long as Executive is not  reinstated  during such Contract Year pursuant to
     Section 12.5.

          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;   provided,   that  Executive   consents  to  such
     reinstatement.  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.

     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  (including any  un-reimbursed  business
     expenses  incurred  pursuant to the terms of Section 7) and  Contract  Year
     Bonus  amounts  earned by  Executive,  if any,  with  respect to any period
     ending on or before Executive's date of death;  provided,  however, that in
     the event  Executive's  date of death  occurs at least six (6) months after
     the commencement of a Contract Year during the Term,  Employer shall pay to
     Executive's  estate or designated  beneficiary  a pro-rated  portion of the
     Contract  Year Bonus for the Contract Year during which  Executive's  death
     occurs, such amount to be determined in the sole discretion of Employer.

          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.


<PAGE>




          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.

     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.

                 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:

                  Peter T. Paterno, Esq.
                  1900 Avenue of the Stars, 25th Floor
                  Los Angeles, California 90067-4506


     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.


<PAGE>




          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 Los Angeles,  California in accordance  with the applicable
     rules of JAMS,  or, in the event JAMS no longer  conducts  business  in Los
     Angeles, California, any other mutually acceptable arbitration service, 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 as of March 1, 2002,
     including without limitation,  the employment agreement between the parties
     effective as of March 1, 1999,  which agreement is terminated and no longer
     of any force and effect.

          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,  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

<PAGE>

     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  (the "Emmis Group") from and against any and
     all  losses,  costs,  damages,  expenses  (including  attorneys'  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  No  Obligation  to  Utilize  Services.  Employer  shall  not  be
     obligated to utilize  Executive's  services nor use the results or products
     of such  services even if Executive is not in default  hereunder.  Employer
     may at  any  time  during  the  Term,  for  any  reason,  elect  not to use
     Executive's  services or have any further  obligations  to Executive  under
     this Agreement except as provided in the next sentence.  If Employer elects
     not to use  Executive's  services as permitted  herein,  Executive shall be
     paid Executive's full  compensation as described more fully in Section 6 at
     the times and in the  installments  as provided  herein as if Executive had
     fulfilled Executive's obligations hereunder through the Term.

          15.10  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.


<PAGE>

          15.11  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


                     RICHARD F. CUMMINGS
                     ("Executive")


                              /s/ Richard F. Cummings
                                   Richard F. Cummings


<PAGE>



                                    EXHIBIT A












                                                 [TO BE PROVIDED]




<PAGE>



                                    EXHIBIT B

                  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 up to a target  amount of
Three Hundred Thousand Dollars ($300,000) upon the attainment of the
following performance goals (the "Performance Goals"):

            Target Bonus                          Performance Goal

      1.       $210,000                Domestic Radio Broadcast Cash Flow Target
      2.       $90,000                 Discretionary

     Executive's  attainment of the Performance Goals shall be determined in the
sole and absolute  discretion of the Compensation  Committee  (after  reasonable
consultation with and input from Executive) based on certain performance targets
established by the Compensation  Committee related to the broadcast cash flow of
the Radio Division  and/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 B, "Domestic Radio Broadcast Cash Flow"
shall be  defined  as the  combined  broadcast  cash flow for all of  Employer's
domestic  radio  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 (after  reasonable  consultation  with and input from Executive) on or
about the commencement of each respective Contract Year.

     Executive shall earn a percentage of each Contract Year 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%