<PAGE>


                              STOCKHOLDER AGREEMENT

     This STOCKHOLDER AGREEMENT (the "Agreement"), dated as of this 28th day of
February, 2000, is entered into by and between Clear Channel Communications,
Inc., a Texas corporation ("Parent"), and Michael G. Ferrel (the "Stockholder").

                              W I T N E S S E T H:

     WHEREAS, Parent, CCU II Merger Sub, Inc., a Delaware corporation ("Merger
Sub"), and SFX Entertainment, Inc., a Delaware corporation (the "Company"), have
entered into an Agreement and Plan of Merger of even date herewith (as the same
may be amended from time to time the "Merger Agreement"), pursuant to which the
parties thereto have agreed, upon the terms and subject to the conditions set
forth therein, to merge Merger Sub with and into the Company (the "Merger");

     WHEREAS, as of the date hereof, the Stockholder is the record or beneficial
owner of the number of shares (the "Shares") of Class A common stock, par value
$0.01 per share, of the Company (the "Company Class A Common Stock"), and of
Class B common stock, par value $0.01 per share, of the Company (the "Company
Class B Common Stock" and, together with the Company Class A Common Stock, the
"Company Common Stock"), set forth on Schedule I attached hereto; and

     WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that the Stockholder agree, and the Stockholder
is willing to agree, to the matters set forth herein. Except as specified
herein, terms defined in the Merger Agreement are used herein as defined
therein.

     NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereto agree as follows:

     1. Definitions. Capitalized terms not expressly defined in this Agreement
shall have the meanings ascribed to them in the Merger Agreement. For purposes
of this Agreement:

          (a) "Affiliate" of any Person means another Person that directly or
     indirectly, through one or more intermediaries, controls, is controlled by,
     or is under common control with, such first Person.

          (b) "Amendment Proposal" shall mean the proposal to amend the
     Company's Amended and Restated Certificate of Incorporation as contemplated
     in Section 3.3 of the Merger Agreement.

          (c) "Beneficially Own" or "Beneficial Ownership" with respect to any
     securities shall mean having "beneficial ownership" of such securities (as
     determined pursuant to Rule 13d-3(a)(1) under the Securities Exchange Act
     of 1934, as amended (the "Exchange Act"), including pursuant to any
     agreement, arrangement or understanding, whether or not in writing.


<PAGE>

          (d) "Person" shall mean an individual, corporation, limited liability
     company, partnership, joint venture, association, trust, unincorporated
     organization or other entity.

     2. Voting Agreement. From the date of this Agreement and ending as of the
Termination Date, the Stockholder hereby agrees to vote (or cause to be voted)
all of the Shares (and any and all securities issued or issuable in respect
thereof) which the Stockholder is entitled to vote (or to provide his written
consent thereto), at any annual, special or other meeting of the stockholders of
the Company, and at any adjournment or adjournments thereof, or pursuant to any
consent in lieu of a meeting or otherwise:

          (a) in favor of the Merger and the approval and adoption of the terms
     contemplated by the Merger Agreement and the Amendment Proposal and any
     actions required in furtherance thereof;

          (b) against any action or agreement that is reasonably likely to
     result in a breach in any material respect of any covenant, representation
     or warranty or any other obligation of the Company under the Merger
     Agreement; and

          (c) except for all such actions which may be permitted to the Company
     under the Merger Agreement, against (i) any extraordinary corporate
     transaction, such as a merger, rights offering, reorganization,
     recapitalization or liquidation involving the Company or any of its
     subsidiaries other than the Merger, (ii) a sale or transfer (other than to
     a subsidiary of the Company) of assets of the Company or any of its
     material subsidiaries comprising more than 15% of the assets of the Company
     on a consolidated basis, (iii) any change in a majority of the Board of
     Directors of the Company other than in connection with an annual meeting of
     the stockholders of the Company with respect to the slate of directors
     proposed by the incumbent Board of Directors of the Company (in which case
     he agrees to vote for the slate proposed by the incumbent Board) or (iv)
     any action that is reasonably likely to materially impede, interfere with,
     delay, postpone or adversely affect in any material respect the Merger and
     the transaction contemplated by the Merger Agreement;

provided, however, that in the event the Parent Common Stock Market Value at the
time any annual, special or other meeting of the stockholders of the Company is
first convened to consider the Merger (or on the date of any consent in lieu of
such a meeting) is less than $69.72 per share, then notwithstanding the
foregoing provisions of this Section 2, the Stockholder may, at his option,
either (i) vote all the Shares in favor of the Merger, the Merger Agreement and
the Amendment Proposal (collectively, the "Merger Proposals") or (ii) in any
class vote of the holders of Company Class A Common Stock on the approval and
adoption of the Merger Proposals, vote the Shares in a manner consistent (either
all "FOR" or all "AGAINST") with the vote of the holders of a majority of the
holders of Company Class A Common Stock who vote FOR or AGAINST the Merger
Proposals.

     3. Capture.

          (a) In the event that any of the Shares are sold, transferred,
     exchanged, canceled or disposed of in connection with or as a result of any
     Acquisition Proposal that is in




                                       2
<PAGE>

     existence on or that has been otherwise made prior to the Termination Date
     (an "Alternative Disposition") then, within five business days after the
     closing of such Alternative Disposition, the Stockholder shall tender and
     pay to, or shall cause to be tendered and paid to, Parent, or its designee,
     in immediately available funds, 30% of the Profit realized from such
     Alternative Disposition. As used in this Section 3(a), "Profit" shall mean
     an amount equal to the excess, if any, of (i) the Alternative Transaction
     Consideration over (ii) the Current Transaction Consideration. As used in
     this Section 3, Alternative Transaction Consideration shall mean all cash,
     securities, settlement or termination amounts, notes or other debt
     instruments, and other consideration received or to be received, directly
     or indirectly, by the Stockholder (as well as any members of the
     Stockholder's family and/or his Affiliates to whom he has transferred
     Shares after the date hereof pursuant to Section 4(a)(vi) below) in respect
     of the Shares in connection with or as a result of such Alternative
     Disposition or any agreements or arrangements (including, without
     limitation, any employment agreement (except a bona fide employment
     agreement pursuant to which the Stockholder is required to devote, and
     under which the Stockholder in good faith intends to devote, substantially
     all of his business time and effort to the performance of executive
     services for the Company in a manner substantially similar to Stockholder's
     current employment arrangements with the Company), consulting agreement,
     non-competition agreement, confidentiality agreement, settlement agreement
     or release agreement) entered into, directly or indirectly, by the
     Stockholder as a part of or in connection with the Alternative Disposition
     or associated Acquisition Proposal. As used in this Agreement, Current
     Transaction Consideration shall mean the sum of all amounts to be received,
     directly or indirectly, by the Stockholder pursuant to Article II of the
     Merger Agreement as well as the value of all Options to be received by the
     Stockholder in connection with the Merger and the aggregate amount of all
     other payments or other consideration to be received by the Stockholder as
     a direct result of the Merger.

          (b) For purposes of determining Profit under this Section 3, (i) all
     non-cash items shall be valued based upon the fair market value thereof as
     determined by an independent expert selected by Parent and who is
     reasonably acceptable to Stockholder, (ii) all deferred payments or
     consideration shall be discounted to reflect a market rate of net present
     value thereof as determined by the above-referenced independent expert,
     (iii) all contingent payments will be assumed to have been paid and (iv) if
     less than all of the Shares are subject to the Alternative Disposition,
     then the Current Transaction Consideration shall be deemed to be an amount
     equal to the Current Transaction Consideration multiplied by a fraction,
     the numerator of which is the number of the Shares sold, transferred,
     exchanged, canceled or disposed of in such Alternative Disposition and the
     denominator of which is the total number of the Shares. In the event any
     contingent payments included in the determination of Profits ultimately are
     not paid pursuant to an Alternative Disposition, then Parent shall
     reimburse Stockholder for any amounts paid to Parent hereunder in respect
     of such uncollected contingent payments promptly after receipt of written
     notice of such non payment, unless the Stockholder has not used its best
     efforts to receive such contingent payments.

          (c) In the event that after the date of this Agreement, the amount of
     consideration to be received by the holders of Company Common Stock in
     connection with the Merger should be increased (a "Second Transaction"),
     then, as may be requested by Parent, Stockholder shall either (i) execute
     and deliver to Parent such documents or instruments as may


                                       3
<PAGE>

     be necessary to waive the right to receive 30% of such increase to the
     extent that such increase results in any Profit or (ii) tender and pay, or
     cause to be tendered and paid, to Parent, or its designee, in immediately
     available funds 30% of the Profit realized from such Second Transaction. As
     used in this Section 3(c), Profit shall mean an amount equal to the excess,
     if any, of (y) the Second Transaction Consideration over (z) the Current
     Transaction Consideration. As used in this Agreement, Second Transaction
     Consideration shall mean all cash, securities, settlement or termination
     amounts, notes or other debt instruments, and other consideration received
     or to be received, directly or indirectly, by the Stockholder (as well as
     any members of the Stockholder's family and/or his Affiliates to whom he
     has transferred Shares after the date hereof pursuant to Section 4(a)(vi)
     below) in respect of the Shares in connection with or as a result of the
     Second Transaction or any agreements or arrangements (including, without
     limitation, any employment agreement (except a bona fide employment
     agreement pursuant to which the Stockholder is required to devote, and
     under which Stockholder in good faith intends to devote, substantially all
     of his business time and effort to the performance of executive services
     for the Company in a manner substantially similar to Stockholder's current
     employment arrangements with the Company), consulting agreement,
     non-competition agreement, confidentiality agreement, settlement agreement
     or release agreement) entered into, directly or indirectly, by the
     Stockholder as a part of or in connection with the Second Transaction.

     4. Covenants, Representations and Warranties of the Stockholder and Parent.

          (a) The Stockholder hereby represents, warrants and covenants to
     Parent as follows:

               (i) Ownership. As of the date of this Agreement, the Stockholder
          is either (A) the record and Beneficial Owner of, or (B) the
          Beneficial Owner but not the record holder of, the number of issued
          and outstanding Shares set forth on Part A of Schedule I hereto and
          the Options and SARs set forth on Part B of Schedule I hereto. As of
          the date of this Agreement, the Shares set forth on Part A of Schedule
          I hereto constitute all of the issued and outstanding Shares owned of
          record or Beneficially Owned by the Stockholder. Except as otherwise
          set forth in Part A to Schedule I, the Stockholder has sole power of
          disposition, sole power of conversion, sole power to demand appraisal
          rights and sole power to agree to all of the matters set forth in this
          Agreement, in each case with respect to all of the Shares set forth on
          Part A of Schedule I hereto, with no material limitations,
          qualifications or restrictions on such rights, subject to applicable
          securities laws, the terms of this Agreement and to the right of
          pledgees under the pledge agreements entered into in connection with
          bona fide lending transactions that are not entered into in connection
          with an Acquisition Proposal.

               (ii) Power; Binding Agreement. The Stockholder has the legal
          capacity, power and authority to enter into and perform all of the
          Stockholder's obligations under this Agreement. This Agreement has
          been duly and validly executed and delivered by the Stockholder and
          constitutes a valid and binding agreement of the Stockholder,
          enforceable against the Stockholder in accordance with its terms
          (except as such enforceability may be limited by applicable


                                       4
<PAGE>

          bankruptcy, insolvency, reorganization or similar laws affecting
          creditors' rights generally and by general equitable principles
          (regardless of whether enforceability is considered in a proceeding in
          equity or at law)). There is no beneficiary or holder of a voting
          trust certificate or other interest of any trust of which the
          Stockholder is trustee whose consent is required for the execution and
          delivery of this Agreement or the consummation by the Stockholder of
          the transactions contemplated hereby. If the Stockholder is married
          and the Shares constitute community property, this Agreement has been
          duly authorized, executed and delivered by, and constitutes a valid
          and binding agreement of, the Stockholder's spouse, enforceable
          against such person in accordance with its terms (except as such
          enforceability may be limited by applicable bankruptcy, insolvency,
          reorganization or similar laws affecting creditors' rights generally
          and by general equitable principles (regardless of whether
          enforceability is considered in a proceeding in equity or at law)).

               (iii) No Conflicts. Except for filings under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), no filing with,
          and no permit, authorization, consent or approval of, any state or
          federal public body or authority is necessary for the execution of
          this Agreement by the Stockholder and the consummation by the
          Stockholder of the transactions contemplated hereby, except where the
          failure to obtain such consent, permit, authorization, approval or
          filing would not materially interfere with the Stockholder's ability
          to perform his obligations hereunder, and none of the execution and
          delivery of this Agreement by the Stockholder, the consummation by the
          Stockholder of the transactions contemplated hereby or compliance by
          the Stockholder with any of the provisions hereof shall (A) result in
          a violation or breach of, or constitute (with or without notice or
          lapse of time or both) a default (or give rise to any third party
          right of termination, cancellation, material modification or
          acceleration) under any of the terms, conditions or provisions of any
          material note, bond, mortgage, indenture, license, contract,
          commitment, arrangement, understanding, agreement or other instrument
          or obligation of any kind to which the Stockholder is a party or by
          which the Stockholder or any of his properties or assets may be bound,
          or (B) violate any order, writ, injunction, decree, judgment, order,
          statute, rule or regulation applicable to the Stockholder or any of
          the Shares, in each such case except to the extent that any conflict,
          breach, default or violation would not interfere with the ability of
          the Stockholder to perform its obligations hereunder.

               (iv) No Encumbrances. Except (A) as required by Sections 2 and 3,
          (B) for pledges or encumbrances created in compliance with Section
          4(a)(vi), and (C) items listed in Schedule I, at all times during the
          term hereof, all of the Shares will be held by the Stockholder, an
          Affiliate of the Stockholder, by a nominee or custodian for the
          benefit of the Stockholder, or by a family member of the Stockholder
          (subject to the conditions set forth in clause (vi) below) free and
          clear of all liens, claims, security interests, proxies, voting trusts
          or agreements, understandings or arrangements or any other
          encumbrances whatsoever, except


                                       5
<PAGE>

          for any liens, claims, understandings or arrangements that do not
          limit or impair Stockholder's ability to perform his obligations under
          this Agreement.

               (v) No Solicitation. The Stockholder shall comply with the terms
          of Section 5.10 of the Merger Agreement to the extent such terms would
          be applicable to him.

               (vi) Restriction on Transfer, Proxies and Non-Interference.
          Except as otherwise contemplated by the Merger Agreement or this
          Agreement, from and after the date of this Agreement and ending on the
          Termination Date, the Stockholder shall not, and shall cause each of
          his Affiliates who Beneficially Own any of the Shares not to, directly
          or indirectly without the consent of Parent in respect of any
          Acquisition Proposal or otherwise: (A) offer for sale, sell, transfer,
          tender, pledge, encumber, assign or otherwise dispose of, or enter
          into any contract, option or other arrangement or understanding with
          respect to or consent to the offer for sale, sale, transfer, tender,
          pledge, encumbrance, assignment or other disposition of (each, a
          "Transfer"), any or all of the Shares, or any interest therein, (B)
          grant any proxies or powers of attorney, deposit any Shares into a
          voting trust or enter into a voting agreement with respect to any
          Shares, (C) enter into any agreement or arrangement providing for any
          of the actions described in clause (A) or (B) above or (D) take any
          action that would reasonably be expected to have the effect of
          preventing or disabling the Stockholder from performing the
          Stockholder's obligations under this Agreement; provided, however, the
          Stockholder may, without the consent of Parent, (x) Transfer his
          Shares to members of his family and/or Affiliates, further provided,
          however, that such transferees agree to be bound by the terms of this
          Agreement and such transferred Shares shall continue to constitute
          "Shares" hereunder; and (y) pledge or encumber all or any portion of
          the Shares in connection with a bona fide lending transaction with any
          institutional lender that is not entered into in connection with an
          Acquisition Proposal, provided that the Stockholder shall not be in
          default of any obligation securing such pledge. The Stockholder will
          provide Parent with notice of any pledge of the Shares.

               (vii) Waiver of Appraisal Rights. The Stockholder hereby waives,
          and shall cause any of its Affiliates who hold of record any of the
          Shares to waive, any rights of appraisal or rights to dissent from the
          Merger that the Stockholder or such Affiliate may have.

               (viii) Further Assurances. From time to time, at Parent's request
          and without further consideration, the Stockholder shall execute and
          deliver such additional documents as may be necessary or desirable to
          consummate and make effective, in the most expeditious manner
          practicable, the transactions contemplated by this Agreement.



                                       6
<PAGE>

          (b) Parent hereby represents, warrants and covenants to the
     Stockholder as follows:

               (i) Organization, Standing and Corporate Power. Parent is a
          corporation duly organized, validly existing and in good standing
          under the laws of its jurisdiction of organization, with full
          corporate power and authority to own its properties and carry on its
          business as presently conducted. Parent has the corporate power and
          authority to enter into and perform all of its obligations under this
          Agreement and to consummate the transactions contemplated hereby.

               (ii) No Conflicts. No filing with, and no permit, authorization,
          consent or approval of, any state or federal public body or authority
          is necessary for the execution of this Agreement by Parent and the
          consummation by Parent of the transactions contemplated hereby, except
          where the failure to obtain such consent, permit, authorization,
          approval or filing would not interfere with its ability to perform its
          obligations hereunder, and none of the execution and delivery of this
          Agreement by Parent, the consummation by Parent of the transactions
          contemplated hereby or compliance by Parent with any of the provisions
          hereof shall (A) conflict with or result in any breach of any
          applicable organizational documents applicable to Parent, (B) result
          in a violation or breach of, or constitute (with or without notice or
          lapse of time or both) a default (or give rise to any third party
          right of termination, cancellation, material modification or
          acceleration) under any of the terms, conditions or provisions of any
          note, bond, mortgage, indenture, license, contract, commitment,
          arrangement, understanding, agreement or other instrument or
          obligation of any kind to which Parent is a party or by which Parent
          or any of Parent's properties or assets may be bound, (C) require any
          consent, approval, authorization or permit of, registration,
          declaration or filing (except for filings under the Exchange Act)
          with, or notification to, any government entity, (D) require any
          material consent, authorization or approval of any person other than a
          governmental entity, or (E) violate any order, writ, injunction,
          decree, judgment, order, statute, rule or regulation applicable to
          Parent or any of Parent's properties or assets, in each such case
          except to the extent that any conflict, breach, default or violation
          would not interfere with the ability of Parent to perform its
          obligations hereunder.

               (iii) Execution, Delivery and Performance by Parent . The
          execution, delivery and performance of this Agreement and the
          consummation of the transactions contemplated hereby have been duly
          and validly authorized by the Board of Directors of Parent, and Parent
          has taken all other actions required by law, its Amended and Restated
          Articles of Incorporation and its Bylaws to consummate the
          transactions contemplated by this Agreement. This Agreement
          constitutes the valid and binding obligations of Parent and is
          enforceable in accordance with its terms, except as enforceability may
          be subject to bankruptcy, insolvency, reorganization, moratorium or
          other similar laws relating to or affecting creditors' rights
          generally.



                                       7
<PAGE>

          (c) The Stockholder hereby represents and warrants to Parent that the
     Board of Directors of the Company has approved the terms of this Agreement
     and the transactions contemplated herein and such approval is sufficient to
     render inapplicable to this Agreement and the transactions contemplated
     herein the provisions of Section 203 of the Delaware General Corporation
     Law.

     6. Stop Transfer. From and after the date of this Agreement and ending as
of the first to occur of the Effective Time or the Termination Date, the
Stockholder will not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any of
the Shares, except as otherwise contemplated hereby.

     7. Recapitalization; Option Exercise. In the event of a stock dividend or
distribution, or any change in the Shares (or any class thereof) by reason of
any split-up, recapitalization, combination, exchange of shares or the like, the
term "Shares" shall include, without limitation, all such stock dividends and
distributions and any shares into which or for which any or all of the Shares
(or any class thereof) may be changed or exchanged as may be appropriate to
reflect such event. The term "Shares" shall also include any shares of Company
Common Stock with respect to which the Stockholder acquires record or Beneficial
Ownership after the date of this Agreement and prior to the Termination Date.

     8. Stockholder Capacity. The Stockholder does not make any agreement or
understanding herein in the Stockholder's capacity as a director or officer of
the Company. The Stockholder executes this Agreement solely in his capacity as a
record owner and/or Beneficial Owner of the Shares and nothing herein shall
limit or affect any actions taken by the Stockholder or any designee of the
Stockholder in his capacity as an officer or director of the Company or any of
its Subsidiaries.

     9. No Conversion. The Stockholder will not, prior to the Termination Date,
convert any of the shares of Company Class B Common Stock that he Beneficially
Owns into shares of Company Class A Common Stock.

     10. Miscellaneous.

          (a) Entire Agreement. This Agreement constitutes the entire agreement
     between the parties with respect to the subject matter hereof and
     supersedes all other prior agreements and understandings, both written and
     oral, between the parties with respect to the subject matter hereof.

          (b) Amendments, Waivers, Etc. This Agreement may not be amended,
     changed, supplemented, waived or otherwise modified or terminated, except
     upon the execution and delivery of a written agreement executed by the
     parties hereto.

          (c) Notices. All notices, requests, claims, demands and other
     communications hereunder shall be in writing and shall be given (and shall
     be deemed to have been duly received if so given) by hand delivery,
     telegram, telex or telecopy, or by mail (registered or certified mail,
     postage prepaid, return receipt requested) or by any courier service, such
     as Federal Express,



                                       8
<PAGE>

     providing proof of delivery. All communications hereunder shall be
     delivered to the respective parties at the following addresses or the
     addresses set forth on the signature pages hereto:

           If to Stockholder:       Michael G. Ferrel
                                    One East River Place
                                    525 East 72nd Street, Apt. 16A
                                    New York, New York 10021

           with a copy to:          Winston & Strawn
                                    200 Park Avenue
                                    New York, New York  10166
                                    Attention:  Jonathan Goldstein
                                                Daniel A. Ninivaggi
                                    Facsimile:  (212) 294-4700

           If to Parent:            Clear Channel Communications, Inc.
                                    200 Concord Plaza
                                    Suite 600
                                    San Antonio, Texas 78216
                                    Facsimile: (212) 822-2299

           with a copy to:          Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                    300 Convent Street, Suite 1500
                                    San Antonio, Texas  78205
                                    Attention:  Stephen C. Mount
                                                John Strickland
                                    Facsimile:  (201) 224-2035

         or to such other address as the person to whom notice is given may have
         previously furnished to the others in writing in the manner set forth
         above.

          (d) Severability. Whenever possible, each provision or portion of any
     provision of this Agreement will be interpreted in such manner as to be
     effective and valid under applicable law but if any provision or portion of
     any provision of this Agreement is held to be invalid, illegal or
     unenforceable in any respect under any applicable law or rule in any
     jurisdiction, such invalidity, illegality or unenforceability will not
     affect any other provision or portion of any provision in such
     jurisdiction, and this Agreement will be reformed, construed and enforced
     in such jurisdiction as if such invalid, illegal or unenforceable provision
     or portion of any provision had never been contained herein.

          (e) Specific Performance. Each of the parties hereto recognizes and
     acknowledges that a breach by the Stockholder of any covenants or
     agreements contained in this Agreement will cause the Parent to sustain
     damages for which it would not have an adequate remedy at law for money
     damages, and therefore each of the parties hereto agrees that in the event
     of any such breach the Parent shall be entitled to the remedy of specific
     performance of



                                       9
<PAGE>

     such covenants and agreements and injunctive and other equitable relief in
     addition to any other remedy to which they may be entitled, at law or in
     equity.

          (f) Remedies Cumulative. All rights, powers and remedies provided
     under this Agreement or otherwise available in respect hereof at law or in
     equity shall be cumulative and not alternative, and the exercise of any
     thereof by any party shall not preclude the simultaneous or later exercise
     of any other such right, power or remedy by such party.

          (g) No Waiver. The failure of any party hereto to exercise any right,
     power or remedy provided under this Agreement or otherwise available in
     respect hereof at law or in equity, or to insist upon compliance by any
     other party hereto with its obligations hereunder, and any custom or
     practice of the parties at variance with the terms hereof, shall not
     constitute a waiver by such party of its right to exercise any such or
     other right, power or remedy or to demand such compliance.

          (h) No Third Party Beneficiaries. This Agreement is not intended to be
     for the benefit of, and shall not be enforceable by, any person or entity
     who or which is not a party hereto; provided that, in the event of the
     Stockholder's death, the benefits and obligations of the Stockholder
     hereunder shall inure to his successors and heirs.

          (i) Governing Law. This Agreement shall be governed and construed in
     accordance with the laws of the State of Delaware, without giving effect to
     the principles of conflicts of law thereof.

          (j) Jurisdiction. Each party hereby irrevocably submits to the
     exclusive jurisdiction of the Court of Chancery in the State of Delaware in
     any action, suit or proceeding arising in connection with this Agreement,
     and agrees that any such action, suit or proceeding shall be brought only
     in such court (and waives any objection based on forum non conveniens or
     any other objection to venue therein); provided, however, that such consent
     to jurisdiction is solely for the purpose referred to in this paragraph and
     shall not be deemed to be a general submission to the jurisdiction of said
     Court or in the State of Delaware other than for such purposes. Each party
     hereto hereby waives any right to a trial by jury in connection with any
     such action, suit or proceeding.

          (k) Descriptive Headings. The descriptive headings used herein are
     inserted for convenience of reference only and are not intended to be part
     of or to affect the meaning or interpretation of this Agreement.

          (l) Counterparts. This Agreement may be executed in counterparts, each
     of which shall be deemed to be an original, but all of which, taken
     together, shall constitute one and the same Agreement. This Agreement shall
     not be effective as to any party hereto until such time as this Agreement
     or a counterpart thereof has been executed and delivered by each party
     hereto.

          (m) Trust Funds. In the event that any party hereto should receive any
     funds that are to be paid to another party pursuant to the terms of this
     Agreement, then the receiving party shall hold such funds in trust for the
     benefit of the party entitled to receive such funds and


                                       10
<PAGE>

     shall promptly pay such funds to the party entitled to receive such funds
     in accordance with this Agreement.

     10. Termination. This Agreement shall terminate without any further action
on the part of any party hereto on the first to occur of the Effective Time or
the Termination Date (as such terms are defined in the Merger Agreement).



                                       11
<PAGE>

                      STOCKHOLDER AGREEMENT SIGNATURE PAGE

     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the Stockholder and a duly authorized officer of Parent on the day and year
first written above.

                                PARENT:

                                CLEAR CHANNEL COMMUNICATIONS, INC.

                                By:  /s/ Randall T. Mays
                                     ------------------------------------------
                                     Randall T. Mays
                                     Executive Vice President
                                       and Chief Financial Officer
                                     Address:    200 Concord Plaza
                                                 Suite 600
                                                 San Antonio, Texas  78216
                                     Facsimile:  (210) 822-2299

                                STOCKHOLDER:


                                By:  /s/ Michael G. Ferrel
                                     ------------------------------------------
                                     MICHAEL G. FERREL




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<PAGE>



                                   SCHEDULE I

                                     Part A

Name of Owner                                    Shares
-------------                                    ------
Michael G. Ferrel               270,455 shares of Company Class A Common Stock
                                259,302 shares of Company Class B Common Stock

















                                     Part B


Name of Owner                             Other Securities
-------------                             ----------------
Michael G. Ferrel               887,500 Options and Warrants












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