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                                                                     Exhibit 4.1


       THIS WARRANT AND THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF
        ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN

                       INTEREP NATIONAL RADIO SALES, INC.

                    WARRANT TO PURCHASE CLASS A COMMON STOCK

                                   ISSUE DATE:    , 2002

               This certifies that the following named purchaser, or its
permitted assigns, is entitled, subject to the terms set forth below, to
purchase from INTEREP NATIONAL RADIO SALES, INC. (the "Company"), a New York
corporation, up to the number of fully paid and nonassessable shares (the
"Shares) of Class A Common Stock, $.01 par value, of the Company ("Common
Stock"), in the aggregate number and at the purchase price (the "Purchase
Price") set forth below, from time to time through the Termination Date, as
defined below. Such Purchase Price and number of Shares are subject to
adjustment as provided in Section 2 of this Warrant. This Warrant is being
issued together with certain other warrants of like tenor (collectively, the
"Warrants") in connection with the Stock Purchase Agreement of even date
herewith, (the "Agreement"), among the Company and the Purchasers named therein.

Name of Purchaser:

Address of Purchaser:

Number of Shares:

Purchase Price:              per Share, as it may be adjusted in accordance with
                          Section 2 hereof.

1.   Definitions.
     ------------

As used in this Warrant, the following terms, unless the context otherwise
requires, have the following meanings:

(a)  "Termination Date" means 5:00 p.m. New York City time, on       , 2007.

(b)  "Company" includes any corporation which succeeds to or assumes the
     obligations of the Company under this Warrant.

(c)  "Stock" means shares of Class A Common Stock of the Company and stock of
     any other class into which those shares are hereafter changed.

(d)  "Warrantholder," "holder of Warrant," "holder," or similar terms when the
     context refers to a holder of this Warrant, means any person or entity that
     at the time is the registered holder of this Warrant.

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(e)  Any other capitalized term used but not defined herein has the meaning set
     forth in the Agreement.

2.   Adjustments to Purchase Price. The Purchase Price shall be subject to
     -----------------------------
     adjustment from time to time, as follows:

(a)  In case at any time after the date hereof, the Company shall pay or make a
     dividend or distribution on all or any portion of its Stock or shall make a
     dividend or other distribution on any other class of capital stock of the
     Company which dividend or distribution includes Stock, the Purchase Price
     in effect at the opening of business on the day following the date fixed
     for the determination of stockholders entitled to receive such dividend or
     other distribution shall be decreased by multiplying such Purchase Price by
     a fraction of which the numerator shall be the number of shares of Stock
     outstanding at the close of business on the date fixed for such
     determination and the denominator shall be the sum of such number of shares
     of Stock and the total number of shares of Stock or other class of capital
     stock constituting such dividend or other distribution, such decrease to
     become effective immediately after the opening of business on the day
     following the date fixed for such determination. For purposes of this
     Section 2(a), the number of shares of Stock at any time outstanding shall
     not include shares held in treasury of the Company but shall include shares
     issuable in respect of scrip certificates, if any, issued in lieu of
     fractions of shares of Stock. If any dividend or other distribution of the
     type described in this Section 2(a) is declared but not so paid or made,
     the Purchase Price shall again be adjusted to be the Purchase Price which
     would then be in effect if such dividend or other distribution had not been
     declared.

(b)  In case at any time after the date hereof, the Company shall pay or make a
     dividend or distribution on all or any portion of its Stock consisting of,
     or shall otherwise issue to all holders of its Stock, rights, warrants or
     options (not being available on an equivalent basis to the Warrantholder on
     exercise of this Warrant) entitling the holders of its Stock to subscribe
     for or purchase Stock at a price per share less than the current market
     price per share (determined as provided in Section 2(h) hereof) of the
     shares of Stock on the date fixed for the determination of stockholders
     entitled to receive such rights, warrants or options (other than pursuant
     to a dividend reinvestment plan), the Purchase Price in effect at the
     opening of business on the day following the date fixed for such
     determination shall be decreased by multiplying such Purchase Price by a
     fraction of which the numerator shall be the number of shares of Stock
     outstanding at the close of business on the date fixed for such
     determination plus the number of shares of Stock which the aggregate of the
     offering price of the total number of shares of Stock so offered for
     subscription or purchase would purchase at such current market price and
     the denominator shall be the number of shares of Stock outstanding at the
     close of business on the date fixed for such determination plus the number
     of shares of Stock so offered for subscription or purchase, such decrease
     to become effective immediately after the opening of business on the day
     following the date fixed for such determination. For purposes of this
     Section 2(b), the number of shares of Stock at any time outstanding shall
     not include shares held in treasury of the Company but shall include shares
     issuable in respect of scrip certificates, if any, issued in lieu of
     fractions of shares of Stock. The Company shall not issue any rights or
     warrants in respect of Stock held in treasury of the

                                       -2-

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     Company (or, if rights or warrants are issued in respect of all of the
     Stock of the Company, will not exercise any such rights or warrants in
     respect of Stock held in treasury of the Company). In the event that such
     rights or warrants are not so issued, the Purchase Price shall again be
     adjusted to be the Purchase Price which would then be in effect if such
     date fixed for the determination of stockholders entitled to receive such
     rights or warrants had not been fixed. In determining whether any rights or
     warrants entitle the holders to subscribe for or purchase shares of Stock
     less than the current market price, and in determining the aggregate
     offering price of such shares of Stock, there shall be taken into account
     any consideration received for such rights or warrants. The value of such
     consideration, if other than cash, shall be determined in the reasonable
     good faith judgment of the Board of Directors of the Company, whose
     determination shall be conclusive.

(c)  In case at any time after the date hereof, all or any portion of the Stock
     outstanding shall be subdivided into a greater number of shares of Stock,
     the Purchase Price in effect at the opening of business on the day
     following the day on which such subdivision becomes effective shall be
     proportionately reduced, and, conversely in case at any time after the date
     hereof, all or any portion of the Stock outstanding shall each be combined
     into a smaller number of shares of Stock, the Purchase Price in effect at
     the opening of business on the day following the day on which such
     combination becomes effective shall be proportionately increased, such
     reduction or increase, as the case may be, to become effective immediately
     after the opening of business on the day following the day on which such
     subdivision or combination becomes effective.

(d)  In case at any time after the date hereof, the Company shall, by dividend
     or otherwise, distribute to all holders of its Stock evidences of its
     indebtedness or assets (including securities, rights, warrants or options,
     but excluding any rights, warrants, or options referred to in Section 2(b)
     hereof as entitling the holders of Stock to subscribe for or purchase Stock
     at a price per share less than the then current market price, any dividend
     or distribution paid exclusively in cash, any dividend or distribution
     referred to in Section 2(a) hereof and any dividend or distribution upon a
     merger or consolidation referred to in Section 2(h) hereof), the Purchase
     Price in effect at the opening of business on the day following the date
     fixed for the determination of stockholders entitled to receive such
     dividend or other distribution shall be decreased by multiplying such
     Purchase Price by a fraction of which the numerator shall be the current
     market price per share (determined as provided in Section 2(h) hereof) of
     the Stock on the date fixed for such determination less the then fair
     market value (as determined by the Board of Directors of the Company, whose
     determination shall be conclusive) of the portion of the assets or evidence
     of indebtedness so distributed applicable to one share of Stock and the
     denominator shall be such current market price per share of the Stock, such
     adjustment to become effective immediately prior to the opening of business
     on the day following the date fixed for the determination of stockholders
     entitled to receive such distribution. If any dividend or distribution of
     the type described in this Section 2(d) is declared but not paid or made,
     the Purchase Price shall again be adjusted to the Purchase Price which
     would then be in effect if such dividend or distribution had not been
     declared.

                                       -3-

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(e)  In case at any time after the date hereof, the Company shall, by dividend
     or otherwise, make a distribution to all holders of its Stock consisting
     exclusively of cash (excluding any cash that is distributed upon a merger
     or consolidation or a sale or transfer of all or substantially all of the
     assets of the Company to which Section 3 hereof applies or as a part of a
     distribution referred to in Section 2(d)) in an aggregate amount that,
     combined together with (i) the aggregate amount of any other distributions
     to all holders of its Stock made exclusively in cash within the 12 months
     immediately preceding the date of payment of such distribution and in
     respect of which no adjustment pursuant to this Section 2(e) has been made
     and (ii) the aggregate of any cash plus the fair market value (as
     determined by the Board of Directors of the Company, whose determination
     shall be conclusive) of consideration payable in respect of any tender
     offer by the Company or any of its subsidiaries for all or any portion of
     the Stock concluded with the 12 months immediately preceding the date of
     payment of such distribution and in respect of which no adjustment pursuant
     to this Section 2(e) has been made, exceeds 12.5% of the product of the
     current market price per share of Stock on the date for the determination
     of holders of Stock entitled to receive such distribution multiplied the
     number of shares of Stock outstanding on such date, then, and in each such
     case, immediately after the close of business on such date for
     determination, the Purchase Price in effect immediately prior to the close
     of business on the date fixed for determination of the stockholders
     entitled to receive such distribution shall be decreased by multiplying
     such Purchase Price by a fraction (A) the numerator of which shall be equal
     to the current market price per share (determined as provided in Section
     2(h) hereof) of the Stock on the date fixed for such determination less an
     amount equal to the quotient of (x) the excess of such combined amount ever
     such 12.5% and (y) the number of shares of Stock outstanding on such date
     for determination and (B) the denominator of which shall be equal to the
     current market price per share (determined as provided in section 2(h)
     hereof) of the Stock on such date for determination. If any dividend or
     distribution of the type described in this Section 2(e) is declared but not
     so paid or made, the Purchase Price shall again be adjusted to the Purchase
     Price which would then be in effect if such dividend or distribution had
     not been declared.

(f)  In case a tender or exchange offer made by the Company or any subsidiary of
     the Company for all or any portion of the Stock shall expire and such
     tender or exchange offer (as amended upon the expiration thereof) shall
     require the payment to stockholders (based on the acceptance (up to any
     maximum specified in the terms of the tender offer) of Purchased Shares (as
     defined below)) of an aggregate consideration leaving a fair market value
     (as determined by the Board of Directors of the Company, whose
     determination shall be conclusive) that combined together with (i) the
     aggregate of the cash plus the fair market value (as determined by the
     Board of Directors of the Company, whose determination shall be conclusive)
     as of the expiration of such tender or exchange offer, of consideration
     payable in respect of any other tender or exchange offer, by the Company or
     any subsidiary of the Company for all or any portion of the Stock expiring
     within the 12 months immediately preceding the expiration of such tender or
     exchange offer and in respect of which no adjustment, pursuant to this
     Section 2(f) has been made and (ii) the aggregate amount of any
     distributions to all holders of the Stock made exclusively in cash within
     12 months immediately preceding the expiration of such tender or exchange
     offer and in respect of which no adjustment pursuant to Section 2(e) hereof

                                       -4-

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     has been made, exceeds 12.5% of the product of the current market price per
     share (determined as provided in Section 2(h) hereof) of the Stock as of
     the last time (the "Expiration Time") tenders or exchanges could have been
     made pursuant to such tender or exchange offer (as it may be amended)
     multiplied by the number of shares of Stock outstanding (including any
     tendered or exchanged shares) on the Expiration Time, then, and in each
     such case, immediately prior to the opening of business on the day after
     the date of the Expiration Time, the Purchase Price in effect immediately
     prior to the close of business on the date of the Expiration Time shall be
     decreased by multiplying such Purchase Price by a fraction (A) the
     numerator of which shall be equal to (1) the product of (x) the current
     market price per share (determined as provided in Section 2(h) hereof) of
     the Stock on the date of the Expiration Time and (y) the number of shares
     of Stock outstanding (including any tendered or exchanged shares) on the
     date of the Expiration Time less (2) the amount of cash plus the fair
     market value (as determined by the Board of Directors of the Company, whose
     determination shall be conclusive) of the aggregate consideration payable
     to stockholders based on the acceptance (up to any maximum specified in the
     terms of the tender offer) of Purchased Shares, and (B) the denominator of
     which shall be equal to the product of (xx) the current market price per
     share (determined as provided in Section 2(h) hereof) of the Stock on the
     date of the Expiration Time and (yy) the number of shares of Stock
     outstanding (including any tendered or exchanged shares) on the date of the
     Expiration Time less the number of all shares of Stock validly tendered or
     exchanged and not withdrawn as of the Expiration Time (the shares of Stock
     deemed so accepted up to any such maximum, being referred to as the
     "Purchased Shares"). In the event that the Company is obligated to purchase
     shares pursuant to any such tender offer, but the Company is permanently
     prevented by applicable law from effecting any such purchases or all such
     purchases are rescinded, the Purchase Price shall again be adjusted to be
     the Purchase Price which would then be in effect if such tender offer had
     not been made.

(g)  The reclassification of Stock into securities other than Stock (other than
     any reclassification upon a consolidation or merger to which Section 3
     hereof applies) shall be deemed to involve (i) a distribution of such
     securities other than Stock to all holders of Stock (and the effective date
     of such reclassification shall be deemed to be "the date fixed for the
     determination of stockholders entitled to receive such distribution" and
     "the date fixed for such determination" within the meaning of Section 2(a))
     and (ii) a subdivision or combination, as the case may be, of the number of
     shares of Stock outstanding immediately prior to such reclassification into
     the number of shares of Stock outstanding immediately thereafter (and the
     effective date of such reclassification shall be deemed to be "the day upon
     which such subdivision becomes effective," as the case may be, and "the day
     upon which such subdivision or combination becomes effective", within the
     meaning of the Section 2(c)).

(h)  For the purpose of any computation under Sections 2(b), 2(d), 2(e) and 2(f)
     the current market price per share of Stock on any date shall be deemed to
     be the average of the daily closing prices per share for the five trading
     days immediately preceding the earlier of the day in question and the day
     before the "ex date" with respect to the issuance or distribution requiring
     such computation. For purposes of this Section 2(h), the term "ex date",
     when used with respect to any issuance or distribution, means the first
     date on

                                       -5-

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         which the Stock trades regular way on the applicable securities
         exchange or in the applicable securities market without the right to
         receive such issuance or distribution.

 (i)     The Company may make such reductions in the Purchase Price, in addition
         to those required by paragraphs (a), (b), (c.), (d), (e) and (f), of
         this Section 2, as it considers to be advisable to avoid or diminish
         any income tax to holders of Stock or rights to purchase Stock
         resulting from any dividend or distribution of Stock (or rights to
         acquire Stock) or from any event treated as such for income tax
         purposes. The Company from time to time may reduce the Purchase Price
         by any amount for any period of time if the period is at least twenty
         days, the reduction is irrevocable during the period and the Board of
         Directors of the Company (or, to the extent permitted by applicable
         law, a duly authorized, committee thereof) shall have made a
         determination that such reduction would be in the best interests of the
         Company, which determination shall be conclusive. Wherever the Purchase
         Price is reduced pursuant to the preceding sentence, the Company shall
         mail to Warrantholders of record a notice of the reduction at least
         fifteen days prior to the date the reduced Purchase Price takes effect,
         and such notice shall state the reduced purchase Price and the period
         it will be in effect.

 (j)     Notwithstanding any other provision of this Section 2, no adjustment to
         the Purchase Price shall reduce the Purchase Price below the then par
         value per share of the Stock, and any such purported adjustment shall
         instead reduce the Purchase Price to such par value. The Company hereby
         covenants not to take any action (i) to increase the par value per
         share of the Stock or (ii) that would or does result in any adjustment
         in the Purchase Price that would cause the Purchase Price to be less
         than the then par value per share of the Stock.

 (k)     Notwithstanding any other provision of this Section 2, no adjustment in
         the Purchase Price need be made until all cumulative adjustments amount
         to 1% or more of the Purchase Price as last adjusted. Any adjustments
         that are not made shall he carried forward and taken into account in
         any subsequent adjustment.

 (l)     Whenever the Purchase Price is adjusted as herein provided:

         (i)      The Company shall compute the adjusted Purchase Price and
                  shall prepare a certificate signed by the Treasurer or Chief
                  Financial Officer of the Company setting forth the adjusted
                  Purchase Price and showing in reasonable detail the facts upon
                  which such adjustment is based, and such certificate shall
                  forthwith be filed with the transfer agent for this Warrant,
                  if any, and

         (ii)     A notice stating that the Purchase Price has been adjusted and
                  setting forth the adjusted Purchase Price shall be mailed, as
                  soon as practicable, by the Company to all Warrantholders of
                  record at their last addresses as they shall appear upon the
                  books and records of the Company.

 (m)     In any case in which this Section 2 provides that an adjustment shall
         become effective immediately after a record date for an event, the
         Company may defer until the occurrence of such event (i) issuing to a
         Warrantholder who exercised this Warrant after such record

                                       -6-


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         date and before the occurrence of such event the additional shares of
         Stock issuable upon such exercise by reason of the adjustment required
         by such event over and above the Stock issuable upon such exercise
         before giving effect to such adjustment and (ii) paying to such
         Warrantholder any amount in cash in lieu of any fractional share of
         Stock pursuant to Section 4(c) hereof.

 3.      Merger, Consolidation, Restructuring, Reclassification, etc. In the
         ------------------------------------------------------------
         event that the Company shall be a party to any transaction, including
         without limitation any (i) recapitalization or reclassification of the
         Stock(other than a change in par value, or from par value to no par
         value, or from no par value to par value, or as a result of a
         subdivision or combination of the Stock), (ii) any consolidation of the
         Company with, or merger of the Company into, any other Person, any
         merger of another Person into the Company (other than a merger which
         does not result in a reclassification, conversion, exchange or
         cancellation of outstanding shares of Stock), (iii) any sale or
         transfer of all or substantially all of the assets of the Company or
         (iv) any compulsory share exchange, pursuant to which the Stock is
         converted into the right to receive other securities, cash or other
         property, then lawful provision shall he made as part of the terms of
         such transaction whereby the Warrantholder shall have the right
         thereafter, to exercise this Warrant into the kind and amount of
         securities, cash and other property receivable upon such
         recapitalization, reclassification, consolidation, merger, sale,
         transfer or share exchange by a holder of the number of shares of
         Common Stock into which this Warrant might have been exercised
         immediately prior to such recapitalization, reclassification,
         consolidation, merger, sale, transfer or share exchange. The Company or
         the Person formed by such consolidation or resulting from such merger
         or which acquires such assets or which acquires the Company's shares,
         as the case may be, shall make provisions in its certificate or
         articles of incorporation or other constituent document to establish
         such right. Such certificate or articles of incorporation or other
         constituent document shall provide for adjustments which, for events
         subsequent to the effective date of such certificate or articles of
         incorporation or other constituent document shall be as nearly
         equivalent as may be practicable to die adjustments provided for in
         this Section 3. The above provisions shall similarly apply to
         successive recapitalizations, reclassifications, consolidations,
         mergers, sales, transfers or share exchanges. As used in this Section 3
         the word "Person" means any individual, corporation, partnership, joint
         venture, association, joint-stock corporation, trust, unincorporated
         organization or government or agency or political subdivision thereof
         (including any subdivision or ongoing business of any such entity or
         substantially all of the assets of any such entity, subdivision or
         business).

 4.      Exercise Provisions.
         -------------------

 (a)     Manner of Exercise. This Warrant may be exercised in whole or in part
         ------------------
         on or before the Termination Date only by the holder of this Warrant
         surrendering to the Company, at its principal office, this Warrant,
         together with the exercise form attached to this Warrant duly executed
         by the holder and payment to the Company in the amount obtained by
         multiplying the Purchase Price by the number of shares of Stock
         designated in the exercise form. Payment may be made at the option of
         the Warrantholder, either (A) by cash or (B) by bank wire transfer or
         (C) by surrender of this Warrant with instructions

                                       -7-


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         that the Company retain as payment of the Purchase Price the number of
         Shares determined as set forth in clause (ii) of the following
         paragraph (a "Cashless Exercise").
                       ------------------

         In the event of a Cashless Exercise: (i) the holder shall receive the
         number of Shares determined by multiplying the total number of Shares
         for which the Cashless Exercise is made by a fraction, the numerator of
         which shall be the difference between the Current Market Price (as
         defined below) per Share and the Purchase Price, and the denominator of
         which shall be the Current Market Price (determined as provided in this
         Section 4(a)) and (ii) the remaining Shares for which Cashless Exercise
         has been made shall be deemed to have been paid to the Company as the
         Purchase Price.

         For purposes of the above calculation, the Current Market Price of one
         share of Stock means: (i) the average of the reported closing prices of
         a share of Stock quoted on the Nasdaq National Market or on any
         exchange on which the shares of Stock are listed, whichever is
         applicable, for the five trading days immediately prior to the exercise
         date of this Warrant, (ii) if no such closing price is available, the
         average of the closing bid and asked prices of a share of Stock as
         quoted in the Over-the-Counter Market Summary for the five trading days
         immediately prior to the exercise date of this Warrant, or (iii) if the
         shares of Stock are not listed on the Nasdaq National Market or on any
         exchange as quoted in the Over-the-Counter Market, the fair market
         value per share of Stock as of the date of exercise of this Warrant as
         determined by the Company's Board of Directors in good faith.

(b)      Partial Exercise. On any partial exercise, the Company shall promptly
         ----------------
         issue and deliver to the holder of this Warrant a new Warrant or
         Warrants of like tenor in the name of the holder of this Warrant
         providing for the right to purchase that number of Shares as to which
         this Warrant has not been exercised. The Company shall pay all
         expenses, taxes and other charges payable in connection with the
         preparation, issuance and delivery of share certificates and new
         warrants.

(c)      No Fractional Shares. The Company shall not be required to issue
         --------------------
         fractional Shares upon exercise of this Warrant. If any fraction of a
         Share would, but for this Section 4(c), be issuable upon final exercise
         of this Warrant, in lieu of such fractional Share the Company shall pay
         to the Warrantholder, in cash, an amount equal to the same fraction of
         the Current Market Price of such Share on the day immediately prior to
         the date of such exercise.

5.       Delivery of Stock Certificates.
         ------------------------------

As promptly as practicable and in any event within seven days after full or
partial exercise of this Warrant, the Company, at its expense, shall cause to be
issued in the name of, and delivered to, the holder of this Warrant, a
certificate or certificates for the number of validly issued, fully paid and
nonassessable shares of Stock to which that holder is entitled on such exercise,
together with any other securities and property to which that holder is entitled
on such exercise under the terms of this Warrant.

                                       -8-

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 6.      Compliance with Securities Act; Notice of Proposed Transfers;
         -------------------------------------------------------------
         Registration Rights.
         --------------------

 (a)     Compliance with Securities Act. The holder of this Warrant, by
         ------------------------------
         acceptance hereof, agrees that this Warrant and the Shares to be issued
         on its exercise are being acquired for investment and that such holder
         shall not offer, sell or otherwise dispose of this Warrant or any
         Shares issued on its exercise except under circumstances which will not
         result in a violation of the Securities Act of 1933, as amended (the
         "Act"). On exercise of this Warrant, the holder hereof shall confirm in
         writing, in a form reasonably satisfactory to the Company, that the
         Shares are being acquired for investment and not with a view toward
         distribution or resale (unless sale of the Shares has been registered
         under the Act or an exemption therefrom is available). Any proposed
         transferee of this Warrant or the Shares shall be required to agree in
         writing to the provisions of this Section 6 (unless such transfer of
         the Shares has been registered under the Act). Certificates
         representing all Shares (unless registered under the Act) shall be
         stamped or imprinted with a legend describing the restrictions set
         forth herein.

 (b)     Notice of Proposed Transfers. Prior to any proposed transfer of this
         ----------------------------
         Warrant, the Warrantholder shall give written notice to the Company of
         its intention to effect such transfer. Each such notice shall describe
         the manner of the proposed transfer and, if reasonably requested by the
         Company, shall be accompanied by an opinion of counsel reasonably
         satisfactory to the Company to the effect that the proposed transfer of
         this Warrant may be effected without registration under the Act,
         whereupon the Warrantholder shall be entitled to transfer this Warrant
         in accordance with the terms of its notice. Any new warrant issued to
         such transferee in replacement of this Warrant shall bear the same
         legend set forth on the first page of this Warrant, unless (i) such
         transfer is in accordance with the provisions of Rule 144 promulgated
         under the Act (or any other rule permitting public sale of this Warrant
         without registration under the Act) or (ii) the opinion of counsel
         referred to above is to the further effect that the transferee and any
         subsequent transferee (other than an affiliate (as such term is defined
         in Rule 144 promulgated under the Act) of the Company) would be
         entitled to transfer such securities in a public sale without
         registration under the Act.

                  Whenever a Warrantholder is able to demonstrate to the Company
         (and its counsel) that the provisions of Rule 144(k) promulgated under
         the Act are available to such Warrantholder without limitation, such
         Warrantholder shall be entitled to receive from the Company, without
         expense, a new warrant not bearing the restrictive legend set forth on
         the first page of this Warrant.

 (c)     Registration Rights. The Shares constitute Registerable Securities for
         -------------------
         purposes of the Registration Rights Agreement of even date herewith
         among the Company and the other parties named therein.

 7.      Miscellaneous Provisions.
         ------------------------

 (a)     Reservation of Stock. The Company has duly reserved and shall at all
         --------------------
         times reserve and keep available, solely for issuance on exercise of
         this Warrant, all shares of Stock or other securities from time to time
         issuable on exercise of this Warrant.

                                       -9-


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 (b)     Amendment or Waiver. The provisions of this Warrant, or the provisions
         -------------------
         of all of the Warrants, may be amended only by an instrument in writing
         signed by the Company and the holders of at least two-thirds in
         interest of the then outstanding and unexpired Warrants, provided that
         any such amendment that adversely affects any Warrantholder shall
         require the separate consent of such Warrantholder. So long as he is
         not adversely effected and subject to the foregoing, the Warrantholder
         agrees that his rights hereunder may be waived or amended by persons or
         entities holding more than two-thirds in interest of the then
         outstanding and unexpired Warrants without obtaining any additional
         consents of the Warrantholder; provided, however, that any holder of a
         Warrant may waive any of such holder's rights hereunder with respect to
         itself without obtaining the consent of any other holder. Any amendment
         or waiver effected in accordance with this Section 7(b) shall be
         binding on the Warrantholder and the Warrantholder's successors and
         assigns.

 (c)     Replacement. On receipt of evidence reasonably satisfactory to the
         -----------
         Company of the loss, theft, destruction, or mutilation of this Warrant
         and, in the case of loss, theft, or destruction, on delivery of any
         indemnity agreement or bond reasonably satisfactory in form and amount
         to the Company or, in the case of mutilation, on surrender and
         cancellation of this Warrant, the Company at its expense will execute
         and deliver, in lieu of this Warrant, a new Warrant of like tenor.

 (d)     No Rights as Shareholder. Without limiting the provisions of Section 2
         ------------------------
         hereof, no holder of this Warrant, as such, shall be entitled to vote
         or receive dividends or be considered a shareholder of the Company for
         any purpose, nor shall anything in this Warrant be construed to confer
         on any holder of this Warrant as such, any rights of a shareholder of
         the Company or any right to vote, to give or withhold consent to any
         corporate action, to receive notice of meetings of shareholders, to
         receive dividends or subscription rights or otherwise.

 (e)     Notices. Notices hereunder to the holder of this Warrant shall be sent
         -------
         by certified or registered mail to the address given to the Company by
         such holder and shall be deemed given when so mailed, or if sent to a
         holder outside the United States, by telecopy with a copy sent by air
         mail or courier.

 (f)     Governing Law. This Warrant shall be governed by the laws of the State
         -------------
         of New York.

 Dated:   May 6, 2002

                                             INTEREP NATIONAL RADIO SALES, INC.

                                             By _________________________
                                                Ralph C. Guild
                                                Chairman of the Board

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<PAGE>

                                Form of Exercise
                                ----------------

                   (To be signed only on exercise of Warrant)



To:  INTEREP NATIONAL RADIO SALES, INC.

         The undersigned holder of the attached Warrant hereby irrevocably
elects to exercise the right to purchase _____________ shares of Class A Common
Stock of INTEREP NATIONAL RADIO SALES, INC. (the "Company") and herewith makes
payment of $_____________ for those shares and requests that the certificate for
those shares be issued in the name of the undersigned and delivered to the
address below the signature of the undersigned. The undersigned hereby affirms
the statements and covenants in Sections 6(a) and 6(b) of the Warrant.

Dated: ___________________

                                             ___________________________________
                                             Signature
                                             Print Name:

                                             (Signature must conform in all
                                             respects to the name of holder as
                                             specified on the face of the
                                             attached Warrant.)


                                             ___________________________________
                                             Address

                                      -11-