<PAGE>


                                                                     Exhibit 4.1







                                     WARRANT

                           To Purchase Common Stock of

                       INTEREP NATIONAL RADIO SALES, INC.



















                 No. of Shares of Class A Common Stock: 225,000




<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                             Page
<S>  <C>                                                                                    <C>
1.    DEFINITIONS ..............................................................                1

2.    EXERCISE OF WARRANT ......................................................                4

      2.1.     Manner of Exercise ..............................................                4

      2.2.     Payment of Taxes ................................................                6

      2.3.     Fractional Shares ...............................................                6

      2.4.     Continued Validity ..............................................                6

3.    TRANSFER, DIVISION AND COMBINATION .......................................                6

      3.1.     Transfer ........................................................                6

      3.2.     Division and Combination ........................................                7

      3.3.     Expenses ........................................................                7

      3.4.     Maintenance of Books ............................................                7

4.    ADJUSTMENTS ..............................................................                7

      4.1.     Stock Dividends, Subdivisions and Combinations ..................                7

      4.2.     Certain Other Distributions and Adjustments .....................                8

      4.3.     Reorganization, Reclassification, Merger, Consolidation or
               Disposition of Assets ...........................................                8

      4.4.     Other Action Affecting Common Stock .............................                9

5.    NOTICES TO WARRANT HOLDERS ...............................................                9

      5.1.     Notice of Adjustments ...........................................                9

      5.2.     Notice of Corporate Action ......................................                9

6.    NO IMPAIRMENT ............................................................               10

7.    RESERVATION AND AUTHORIZATION OF COMMON STOCK;
      REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY ..............               11

8.    TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS .......................               11

9.    RESTRICTIONS ON TRANSFERABILITY ..........................................               11

      9.1.     Restrictive Legend ..............................................               12

      9.2.     Notice of Proposed Transfers; Registration Rights ...............               12

      9.3.     Shelf Registration ..............................................               12

</TABLE>

                                       i

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>

                                                                                             Page

<S>  <C>                                                                                    <C>
      9.4.     Additional Registration Procedures ..............................               13

      9.5.     Expenses ........................................................               17

      9.6.     Indemnification and Contribution ................................               17

      9.7.     Termination of Restrictions .....................................               19

      9.8.     Certain Limitations on Registration Rights ......................               19

      9.9.     Selection of Managing Underwriters ..............................               20

      9.10.    No Inconsistent Agreements ......................................               20

      9.11.    Rule 144 ........................................................               20

10.   SUPPLYING INFORMATION ....................................................               20

11.   LOSS OR MUTILATION .......................................................               20

12.   OFFICE OF COMPANY ........................................................               21

13.   BUSINESS INFORMATION .....................................................               21

      13.1.    Filings .........................................................               21

      13.2.    Other Information ...............................................               21

14.   LIMITATION OF LIABILITY ..................................................               21

15.   MISCELLANEOUS ............................................................               21

      15.1.    Nonwaiver and Expenses ..........................................               21

      15.2.    Notice Generally ................................................               21

      15.3.    Remedies ........................................................               22

      15.4.    Successors and Assigns ..........................................               22

      15.5.    Amendment .......................................................               22

      15.6.    Severability ....................................................               22

      15.7.    Headings ........................................................               22

      15.8.    Governing Law ...................................................               22

</TABLE>


                                       ii

<PAGE>

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF
THIS WARRANT.

No. of Shares of Class A Common Stock: 225,000

                                     WARRANT

                       To Purchase Class A Common Stock of

                       INTEREP NATIONAL RADIO SALES, INC.

                  THIS IS TO CERTIFY THAT Guggenheim Investment Management, LLC,
or registered assigns, is entitled, at any time during the Exercise Period (as
hereinafter defined), to purchase from INTEREP NATIONAL RADIO SALES, INC., a New
York corporation ("Company"), 225,000 shares of Class A Common Stock (as
hereinafter defined and subject to adjustment as provided herein), in whole or
in part, including fractional parts, at a purchase price of $0.01 per share
(subject to adjustment as provided herein) all on the terms and conditions and
pursuant to the provisions hereinafter set forth.

1.       DEFINITIONS

                  Terms used in this Warrant which are defined in the Credit
Agreement (as defined below) are used herein as defined therein unless otherwise
provided, and the following terms have the respective meanings set forth below:

                  "Additional Shares of Class A Common Stock" shall mean all
shares of Class A Common Stock issued by Company after the Closing Date, other
than Warrant Stock.

                  "Business Day" shall mean any day that is not a Saturday or
Sunday or a day on which banks are required or permitted to be closed in the
State of New York.

                  "Class A Common Stock" shall mean (except where the context
otherwise indicates) the Class A Common Stock, $0.01 par value per share, of
Company as constituted on the Closing Date, and any capital stock into which
such Class A Common Stock may thereafter be changed, and shall also include (i)
capital stock of Company of any other class (regardless of how denominated)
issued to the holders of shares of Class A Common Stock upon any
reclassification thereof which is also not preferred as to dividends or assets
over any other class of stock of Company and which is not subject to redemption
and (ii) shares of common stock of any successor or acquiring corporation
received by or distributed to the holders of Common Stock of Company.

                  "Closing Date" shall have the meaning set forth in the Credit
Agreement.




<PAGE>


                  "Commission" shall mean the Securities and Exchange Commission
or any other federal agency then administering the Securities Act and other
federal securities laws.

                  "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or exchangeable,
with or without payment of additional consideration in cash or property, for
Additional Shares of Class A Common Stock, either immediately or upon the
occurrence of a specified date or a specified event.

                  "Credit Agreement" shall mean the Credit Agreement dated as of
November 7, 2002 among Company, the lenders party thereto and Guggenheim
Investment Management, LLC, or any successor agreement between such parties.

                  "Current Market Price" shall mean, in respect of any share of
Class A Common Stock on any date herein specified, the average of the daily
market prices for 20 consecutive Business Days commencing 30 days before such
date. The "daily market price" for each such Business Day shall be (i) the last
sale price on such day on the principal stock exchange or NASDAQ Stock Market
("NASDAQ") on which such Common Stock is then listed or admitted to trading,
(ii) if no sale takes place on such day on any such exchange or NASDAQ, the
average of the last reported closing bid and asked prices on such day as
officially quoted on any such exchange or NASDAQ, (iii) if the Class A Common
Stock is not then listed or admitted to trading on any stock exchange or NASDAQ,
the average of the last reported closing bid and asked prices on such day in the
over-the-counter market, as furnished by the National Association of Securities
Dealers Automatic Quotation System or the National Quotation Bureau, Inc., (iv)
if neither such corporation at the time is engaged in the business of reporting
such prices, as furnished by any similar firm then engaged in such business, or
(v) if there is no such firm, as furnished by any member of the NASD selected
mutually by the Majority Holders and Company or, if they cannot agree upon such
selection, as selected by two such members of the NASD, one of which shall be
selected by the Majority Holders and one of which shall be selected by Company.

                  "Current Warrant Price" shall mean, in respect of a share of
Class A Common Stock at any date herein specified, the price at which a share of
Class A Common Stock may be purchased pursuant to this Warrant on such date, but
in no event less than the par value of a share of Class A Common Stock on such
date.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

                  "Exercise Period" shall mean the period during which this
Warrant is exercisable pursuant to Section 2.1.

                  "Expiration Date" shall mean the fifth anniversary of the
Closing Date.

                                       2



<PAGE>

                  "Holder" shall mean the Person in whose name the Warrant set
forth herein is registered on the books of Company maintained for such purpose.

                  "Majority Holders" shall mean the holders of Warrants
exercisable for in excess of 50% of the aggregate number of shares of Common
Stock then purchasable upon exercise of all Warrants, whether or not then
exercisable.

                  "NASD" shall mean the National Association of Securities
Dealers, Inc., or any successor corporation thereto.

                  "Other Property" shall have the meaning set forth in
Section 4.5.

                  "Outstanding" shall mean, when used with reference to Class A
Common Stock, at any date as of which the number of shares thereof is to be
determined, all issued shares of Class A Common Stock, except shares then owned
or held by or for the account of Company or any subsidiary thereof, and shall
include all shares issuable in respect of outstanding scrip or any certificates
representing fractional interests in shares of Class A Common Stock.

                  "Person" shall mean any individual, sole proprietorship,
partnership, limited liability company, joint venture, trust, incorporated
organization, association, corporation, institution, public benefit corporation,
entity or government (whether federal, state, county, city, municipal or
otherwise, including, without limitation, any instrumentality, division, agency,
body or department thereof).

                  "Prospectus" shall mean the prospectus included in any Shelf
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Warrant Stock covered by such Shelf
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

                  "Restricted Common Stock" shall mean shares of Class A Common
Stock which are, or which upon their issuance on the exercise of this Warrant
would be, evidenced by a certificate bearing the restrictive legend set forth in
Section 9.1(a).

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  "Shelf Registration Statement" shall mean any "shelf"
registration statement of the Company pursuant to the provisions of Section 9
hereof which covers some or all of the Warrant Stock, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in

                                       3

<PAGE>

each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.

                  "Transfer" shall mean any disposition of any Warrant or
Warrant Stock or of any interest in either thereof, which would constitute a
sale thereof within the meaning of the Securities Act.

                  "Transfer Notice" shall have the meaning set forth in
Section 9.2.

                  "Warrants" shall mean this and all warrants issued upon
transfer, division or combination of, or in substitution for, any thereof. All
Warrants shall at all times be identical as to terms and conditions and date,
except as to the number of shares of Class A Common Stock for which they may be
exercised.

                  "Warrant Price" shall mean an amount equal to (i) the number
of shares of Common Stock being purchased upon exercise of this Warrant pursuant
to Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of
such exercise.

                  "Warrant Stock" shall mean the shares of Class A Common Stock
purchased by the holders of the Warrants upon the exercise thereof.

2.       EXERCISE OF WARRANT

                  2.1. Manner of Exercise. From and after the Closing Date and
until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"),
Holder may exercise this Warrant, on any Business Day, for all or any part of
the number of shares of Class A Common Stock purchasable hereunder.

                  In order to exercise this Warrant, in whole or in part, Holder
shall deliver to Company at its principal office at 100 Park Avenue, New York,
N.Y. 10017 or at the office or agency designated by Company pursuant to Section
12, (i) a written notice of Holder's election to exercise this Warrant, which
notice shall specify the number of shares of Class A Common Stock to be
purchased, (ii) payment of the Warrant Price and (iii) this Warrant. Such notice
shall be substantially in the form of the subscription form appearing at the end
of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney.
Upon receipt thereof, Company shall, as promptly as practicable, and in any
event within ten (10) Business Days thereafter, execute or cause to be executed
and deliver or cause to be delivered to Holder a certificate or certificates
representing the aggregate number of full shares of Class A Common Stock
issuable upon such exercise, together with cash in lieu of any fraction of a
share, as hereinafter provided. The stock certificate or certificates so
delivered shall be, to the extent possible, in such denomination or
denominations as such Holder shall request in the notice and shall be registered
in the name of Holder or, subject to Section 9, such other name as shall be
designated in the notice. This Warrant shall be deemed to have been exercised
and such certificate or certificates shall be deemed to have been issued, and
Holder or any other Person so designated to be named therein shall be deemed to
have become a holder of

                                       4

<PAGE>

record of such shares for all purposes, as of the date the notice is received so
long as the cash or check or other payment as provided below and this Warrant
are received by Company promptly thereafter and all taxes required to be paid by
Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares
have been paid. If this Warrant shall have been exercised in part, Company
shall, at the time of delivery of the certificate or certificates representing
Warrant Stock, deliver to Holder a new Warrant evidencing the rights of Holder
to purchase the unpurchased shares of Class A Common Stock called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant, or, at the request of Holder, appropriate notation may be made on this
Warrant and the same returned to Holder. Notwithstanding any provision herein to
the contrary, Company shall not be required to register shares in the name of
any Person who acquired this Warrant (or part hereof) or any Warrant Stock
otherwise than in accordance with this Warrant.

                  Payment of the Warrant Price shall be made at the option of
the Holder by (i) certified or official bank check, and/or (ii) by the Holder's
surrender to Company of that number of shares of Warrant Stock (or the right to
receive such number of shares) or shares of Class A Common Stock having an
aggregate Current Market Price equal to or greater than the Current Warrant
Price for all shares then being purchased (including those being surrendered),
or (v) any combination thereof, duly endorsed by or accompanied by appropriate
instruments of transfer duly executed by Holder or by Holder's attorney duly
authorized in writing.

                  If Holder elects to make payments of the Warrant Price by
exchanging all or part of this Warrant for Class A Common Stock as provided in
this Section 2.1, Holder shall tender to Company the Warrant for the amount
being so exchanged, along with the notice of exercise indicating Holder's
election to exchange all or part of the Warrant, and Company shall issue to
Holder the number of shares of Warrant Stock computed using the following
formula:

                      Y(A-B)
                  X = ------
                        A

                  Where

                  X = number of shares of Warrant Stock to be issued to Holder
upon exercise;
                  Y = total number of shares of Warrant Stock purchasable under
the Warrant (or, if only a portion, the amount of Warrant Stock for which the
Warrant is being exchanged);

                  A = Current Market Price of one share of Warrant Stock; and

                  B = Current Warrant Price.


                                       5



<PAGE>

                  2.2. Payment of Taxes. Company shall pay all expenses in
connection with, and all taxes and other governmental charges that may be
imposed with respect to, the issuance or delivery of any shares of Class A
Common Stock issuable upon the exercise of this Warrant, unless such tax or
charge is imposed by law upon Holder, in which case such taxes or charges shall
be paid by Holder. Company shall not be required, however, to pay any tax or
other charge imposed in connection with any transfer involved in the issue of
any certificate for shares of Class A Common Stock issuable upon exercise of
this Warrant in any name other than that of Holder, and in such case Company
shall not be required to issue or deliver any stock certificate until such tax
or other charge has been paid or it has been established to the reasonable
satisfaction of Company that no such tax or other charge is due.

                  2.3. Fractional Shares. Company shall not be required to issue
a fractional share of Class A Common Stock upon exercise of any Warrant. Any
fraction of a share issuable upon exercise by the Holder of one or more
Warrants, the rights under which are exercised in the same transaction, shall be
rounded up to a whole share of Class A Common Stock and the Holder shall be
entitled to purchase upon such exercise a whole share of Class A Common Stock in
lieu of such fraction of a share.

                  2.4. Continued Validity. A holder of shares of Class A Common
Stock issued upon the exercise of this Warrant, in whole or in part (other than
a holder who acquires such shares after the same have been publicly sold
pursuant to a registration statement under the Securities Act or sold pursuant
to Rule 144 thereunder), shall continue to be entitled with respect to such
shares to all rights to which it would have been entitled as Holder under
Sections 9, 10, 14 and 15 of this Warrant. Company will, at the time of each
exercise of this Warrant, in whole or in part, upon the request of the holder of
the shares of Common Stock issued upon such exercise hereof, acknowledge in
writing, in form reasonably satisfactory to such holder, its continuing
obligation to afford to such holder all such rights; provided, however, that if
such holder shall fail to make any such request, such failure shall not affect
the continuing obligation of Company to afford to such holder all such rights.

3.       TRANSFER, DIVISION AND COMBINATION

                  3.1. Transfer. Subject to compliance with Section 9 hereof,
transfer of this Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of Company referred to in
Section 2.1 or the office or agency designated by Company pursuant to Section
12, together with a written assignment of this Warrant substantially in the form
of Exhibit B hereto duly executed by Holder or its agent or attorney. Upon such
surrender, Company shall, subject to Section 9, execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denomination specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in
compliance with Section

                                       6



<PAGE>

9, may be exercised by a new Holder for the purchase of shares of Class A Common
Stock without having a new Warrant issued.

                  3.2. Division and Combination. Subject to Section 9, this
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office or agency of Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by Holder or its agent or attorney. Subject to compliance with Section
3.1 and with Section 9, as to any transfer which may be involved in such
division or combination, Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.

                  3.3. Expenses. Company shall prepare, issue and deliver at its
own expense (other than transfer taxes) the new Warrant or Warrants under this
Section 3.

                  3.4. Maintenance of Books. Company agrees to maintain, at its
aforesaid office or agency, books for the registration and the registration of
transfer of the Warrants.

4.       ADJUSTMENTS

                  The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant, shall be subject to adjustment from time to time as set forth in
this Section 4.

                  4.1. Stock Dividends, Subdivisions and Combinations. If at any
time Company shall:

                  (a) take a record of the holders of its Class A Common Stock
for the purpose of entitling them to receive a dividend payable in, or other
distribution of, Additional Shares of Class A Common Stock,

                  (b) subdivide its outstanding shares of Class A Common Stock
into a larger number of shares of Class A Common Stock, or

                  (c) combine its outstanding shares of Class A Common Stock
into a smaller number of shares of Class A Common Stock,

then (i) the number of shares of Class A Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Class A Common Stock which a record holder of
the same number of shares of Class A Common Stock for which this Warrant is
exercisable immediately prior to the occurrence of such event would own or be
entitled to receive after the happening of such event, and (ii) the Current
Warrant Price shall be adjusted to equal (A) the Current Warrant Price
multiplied by the number of shares of Class A Common Stock for which this
Warrant is exercisable immediately prior to the adjustment

                                       7

<PAGE>

divided by (B) the number of shares for which this Warrant is exercisable
immediately after such adjustment.

                  4.2. Certain Other Distributions and Adjustments. If at any
time Company shall take a record of the holders of its Class A Common Stock for
the purpose of entitling them to receive any dividend or other distribution of:

                  (i) cash,

                  (ii) any evidences of its indebtedness, any shares of its
stock or any other securities or property of any nature whatsoever (other than
cash, Convertible Securities or Additional Shares of Common Stock), or

                  (iii) any warrants or other rights to subscribe for or
purchase any evidences of its indebtedness, any shares of its stock or any other
securities or property of any nature whatsoever (other than cash, Convertible
Securities or Additional Shares of Common Stock),

then Holder shall be entitled to receive, upon exercise of this Warrant, such
dividend or distribution as if Holder had exercised this Warrant at the time of
the taking of such record.

                  4.3. Reorganization, Reclassification, Merger, Consolidation
or Disposition of Assets. In case Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where Company is not the surviving corporation or where there is a
change in or distribution with respect to the Class A Common Stock of Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Class A
Common Stock of Company, then each Holder shall have the right thereafter to
receive, upon exercise of such Warrant, the number of shares of common stock of
the successor or acquiring corporation or of Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a holder of the number of shares of Class A Common Stock for which this
Warrant is exercisable immediately prior to such event. In case of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined by resolution of the
Board of Directors of Company) in order to provide for adjustments of shares of
Class A

                                       8



<PAGE>

Common Stock for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 4. For
purposes of this Section 4.3, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 4.3 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.

                  4.4. Other Action Affecting Common Stock. In case at any time
or from time to time Company shall take any action in respect of its Class A
Common Stock, other than any action described in this Section 4, then, unless
such action will not have a materially adverse effect upon the rights of the
Holders, the number of shares of Class A Common Stock or other stock for which
this Warrant is exercisable and/or the purchase price thereof shall be adjusted
in such manner as may be equitable in the circumstances.

5.       NOTICES TO WARRANT HOLDERS

                  5.1. Notice of Adjustments. Whenever the number of shares of
Common Stock for which this Warrant is exercisable, or whenever the price at
which a share of such Class A Common Stock may be purchased upon exercise of the
Warrants, shall be adjusted pursuant to Section 4, Company shall forthwith
prepare a certificate to be executed by the chief financial officer of Company
setting forth, in reasonable detail, the event requiring the adjustment and the
method by which such adjustment was calculated, specifying the number of shares
of Class A Common Stock for which this Warrant is exercisable and (if such
adjustment was made pursuant to Section 4.3) describing the number and kind of
any other shares of stock or Other Property for which this Warrant is
exercisable, and any change in the purchase price or prices thereof, after
giving effect to such adjustment or change. Company shall promptly cause a
signed copy of such certificate to be delivered to each Holder in accordance
with Section 15.2. Company shall keep at its office or agency designated
pursuant to Section 12 copies of all such certificates and cause the same to be
available for inspection at said office during normal business hours and
following reasonable notice by any Holder or any prospective purchaser of a
Warrant designated by a Holder thereof.

                  5.2. Notice of Corporate Action. If at any time

                  (a) Company shall take a record of the holders of its of Class
A Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or

                                       9



<PAGE>

                  (b) there shall be any capital reorganization of Company, any
reclassification or recapitalization of the capital stock of Company or any
consolidation or merger of Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of
Company to, another corporation, or

                  (c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of Company;

then, in any one or more of such cases, Company shall give to Holder (i) at
least 30 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 30 days' prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall specify
(i) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Class A Common
Stock shall be entitled to any such dividend, distribution or right, and the
amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and the
time, if any such time is to be fixed, as of which the holders of Class A Common
Stock shall be entitled to exchange their shares of Class A Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up. Each such written notice shall be
delivered to Holder in accordance with Section 15.2.

6.       NO IMPAIRMENT

                  Company shall not by any action, including, without
limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, Company will (a) take all such action as may be necessary or
appropriate in order that Company may validly and legally issue fully paid and
nonassessable shares of Class A Common Stock upon the exercise of this Warrant,
including taking such action as is necessary for the Current Warrant Price to be
not less than the par value of the shares of Class A Common Stock issuable upon
exercise of this Warrant, and (b) use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable Company to perform its
obligations under this Warrant.

                                       10



<PAGE>

                  Upon the request of Holder, Company will at any times during
the period this Warrant is outstanding acknowledge in writing, in form
satisfactory to Holder, the continuing validity of this Warrant and the
obligations of Company hereunder.

7.       RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR
         APPROVAL OF ANY GOVERNMENTAL AUTHORITY

                  From and after the Closing Date, Company shall at all times
reserve and keep available for issue upon the exercise of Warrants such number
of its authorized but unissued shares of Class A Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Class A Common Stock which shall be so issuable, when issued upon
exercise of any Warrant and payment therefore in accordance with the terms of
such Warrant, shall be duly and validly issued and fully paid and nonassessable,
and not subject to preemptive rights.

                  Before taking any action which would result in an adjustment
in the number of shares of Class A Common Stock for which this Warrant is
exercisable or in the Current Warrant Price, Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

                  If any shares of Class A Common Stock required to be reserved
for issuance upon exercise of Warrants require registration or qualification
with any governmental authority or other governmental approval or filing under
any federal or state law (otherwise than as provided in Section 9) before such
shares may be so issued, Company will in good faith and as expeditiously as
possible and at its expense endeavor to cause such shares to be duly registered
or such approval to be obtained or filing made.

8.       TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

                  In the case of all dividends or other distributions by Company
to the holders of its Class A Common Stock with respect to which any provision
of Section 4 refers to the taking of a record of such holders, Company will in
each such case take such a record and will take such record as of the close of
business on a Business Day. Company will not at any time, except upon
dissolution, liquidation or winding up of Company, close its stock transfer
books or warrant transfer books so as to result in preventing or delaying the
exercise or transfer of any Warrant.

9.       RESTRICTIONS ON TRANSFERABILITY

                  As provided in Section 1 hereof, for all purposes of this
Section 9, the term Warrant Stock includes the Class A Common Stock issuable
upon exercise of the Warrants.

                                       11



<PAGE>

                  The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section 9, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by
the provisions of this Section 9.

                  9.1. Restrictive Legend. (a) Except as otherwise provided in
this Section 9, each certificate for Warrant Stock initially issued upon the
exercise of this Warrant, and each certificate for Warrant Stock issued to any
subsequent transferee of any such certificate, shall be stamped or otherwise
imprinted with a legend in substantially the following form:

                           "The shares represented by this certificate have not
                  been registered under the Securities Act of 1933, as amended,
                  and may not be transferred in violation of such Act or the
                  rules and regulations thereunder."

                  (b) Except as otherwise provided in this Section 9, each
Warrant shall be stamped or otherwise imprinted with a legend in substantially
the following form:

                           "This Warrant and the securities represented hereby
                  have not been registered under the Securities Act of 1933, as
                  amended, and may not be transferred in violation of such Act,
                  the rules and regulations thereunder or the provisions of this
                  Warrant."

                  9.2. Notice of Proposed Transfers; Registration Rights . Prior
to or promptly following any Transfer of any Warrants or any shares of
Restricted Common Stock, the holder of such Warrants or Restricted Common Stock
shall give written notice (a "Transfer Notice") to Company of such Transfer.
Each certificate, if any, evidencing such shares of Restricted Common Stock
issued upon such Transfer shall bear the restrictive legend set forth in Section
9.1(a), and each Warrant issued upon such Transfer shall bear the restrictive
legend set forth in Section 9.1(b), unless in the opinion of counsel to such
holder such legend is not required in order to ensure compliance with the
Securities Act.

                  The holders of Warrants and Warrant Stock shall have the
registration rights for such Warrant Stock pursuant to Section 9.3.

                  9.3. Shelf Registration. (a) Company shall as promptly as
practicable, but in no event more than 30 days after the Closing Date, file with
the Commission and thereafter shall use its best efforts to cause to be declared
effective under the Securities Act a Shelf Registration Statement relating to
the offer and sale of the Warrant Stock by the holders thereof from time to time
in accordance with the methods of distribution elected by such holders and set
forth in such Shelf Registration Statement.

                                       12



<PAGE>

                  (b) Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended as
required by the Securities Act, in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of five years after the Closing
Date or such shorter period that will terminate when all the Warrant Stock
covered by the Shelf Registration Statement has been sold pursuant to the Shelf
Registration Statement (in any such case, such period being called the "Shelf
Registration Period"). Company shall be deemed not to have used its best efforts
to keep the Shelf Registration Statement effective during the requisite period
if it voluntarily takes any action that would result in Holders of Warrant Stock
thereby not being able to offer and sell such securities during that period,
unless such action is required by applicable law and so long as Company promptly
thereafter complies with the requirements of Section 9.4(i) hereof, if
applicable.

                  (c) Company shall cause the Shelf Registration Statement and
the related Prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement or such amendment or
supplement, (A) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the
Commission; and (B) not to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

                  9.4. Additional Registration Procedures. In connection with
any Shelf Registration Statement, the following provisions shall apply.

                  (a) Company shall:

                        (i) furnish to each Holder not less than five Business
Days prior to the filing thereof with the Commission, a copy the Shelf
Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein (including all documents
incorporated by reference therein after the initial filing) and shall use its
best efforts to reflect in each such document, when so filed with the
Commission, such comments as the Holders reasonably propose; and

                        (ii) include the names of the Holders that propose to
sell Warrant Stock pursuant to the Shelf Registration Statement as selling
security holders.

                    (b) Company shall ensure that:

                        (i) the Self Registration Statement and any amendment
thereto and any prospectus forming part thereof and any amendment or supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations thereunder; and

                        (ii) the Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact




                                       13



<PAGE>

or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.

                    (c) Company shall advise the Holders of Warrant Stock
covered by any Shelf Registration Statement:

                        (i) when a Shelf Registration Statement and any
amendment thereto has been filed with the Commission and when the Shelf
Registration Statement or any post-effective amendment thereto has become
effective;

                        (ii) of any request by the Commission for any amendment
or supplement to the Shelf Registration Statement or Prospectus or for
additional information;

                        (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for that purpose;

                        (iv) of the receipt by Company of any notification with
respect to the suspension of the qualification of the securities included
therein for sale in any jurisdiction or the initiation of any proceeding for
such purpose; and

                        (v) of the happening of any event that requires any
change in the Shelf Registration Statement or the Prospectus so that, as of such
date, the statements therein are not misleading and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading.

                    (d) Company shall use its best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Self Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

                    (e) Company shall furnish to each Holder of Warrant Stock
covered by any Shelf Registration Statement, without charge, at least one copy
of such Shelf Registration Statement and any post-effective amendment thereto,
including all material incorporated therein by reference, and, if the Holder so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

                    (f) Company shall, during the Shelf Registration Period,
deliver to each Holder of Warrant Stock covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request.

Company consents to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of securities in connection with the
offering and sale of the

                                       14

<PAGE>

securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.

                    (g) Prior to the offering of Warrant Stock pursuant to any
Shelf Registration Statement, Company shall arrange, if necessary, for the
qualification of the Warrant Stock for sale under the laws of such jurisdictions
as any Holder shall reasonably request and will maintain such qualification in
effect so long as required; provided that in no event shall Company be obligated
to qualify to do business in any jurisdiction where it is not then so qualified
or to take any action that would subject it to service of process in suits,
other than those arising out of any offering pursuant to a Shelf Registration
Statement, in any such jurisdiction where it is not then so subject.

                    (h) Company shall cooperate with the Holders of Warrant
Stock to facilitate the timely preparation and delivery of certificates
representing Class A Common Stock to be issued or sold pursuant to any Shelf
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request.

                    (i) Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, Company shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to initial purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. In such circumstances, the period of effectiveness of the
Shelf Registration Statement provided for in Section 9.3(b) shall be extended by
the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 9.4(c) to and including the date when the Holders
of the Warrant Stock shall have received such amended or supplemented Prospectus
pursuant to this Section.

                    (j) Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable Shelf
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act.

                    (k) Company may require each Holder of securities to be sold
pursuant to any Shelf Registration Statement to furnish to Company such
information regarding the Holder and the distribution of such securities as
Company may from time to time reasonably require for inclusion in such Shelf
Registration Statement. Company may exclude from such Shelf Registration
Statement the Warrant Stock of any Holder that unreasonably fails to furnish
such information within a reasonable time after receiving such request.

                    (l) Company shall enter into such agreements and take all
other appropriate actions (including if requested an underwriting agreement in
customary form)




                                       15



<PAGE>

in order to expedite or facilitate the registration or the disposition of the
Warrant Stock, and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification provisions and
procedures no less favorable than those set forth in Section 9.6 (or such other
provisions and procedures acceptable to the Majority Holders and the managing
underwriters, if any, with respect to all parties to be indemnified pursuant to
Section 9.6).

                    (m) Company shall:

                        (i) make reasonably available for inspection by the
Holders of Warrant Stock to be registered under the Shelf Registration
Statement, any underwriter participating in any disposition pursuant to such
Shelf Registration Statement, and any attorney, accountant or other agent
retained by the Holders or any such underwriter all relevant financial and other
records, pertinent corporate documents and properties of Company and its
Subsidiaries reasonably requested by such Holders or underwriter;

                        (ii) cause Company's officers, directors and employees
to supply all relevant information reasonably requested by the Holders or any
such underwriter, attorney, accountant or agent in connection with any such
Shelf Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information that is designated in
writing by Company, in good faith, as confidential at the time of delivery of
such information shall be kept confidential by the Holders or any such
underwriter, attorney, accountant or agent, unless such disclosure is made in
connection with a court proceeding or required by law, or such information
becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality;

                        (iii) make such representations and warranties to the
Holders of Warrant Stock registered thereunder and the underwriters, if any, in
form, substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings;

                        (iv) obtain opinions of counsel to Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, if any) addressed to each
selling Holder and the underwriters, if any, covering such matters as are
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such Holders and underwriters;

                        (v) obtain "cold comfort" letters and updates thereof
from the independent certified public accountants of Company (and, if necessary,
any other independent certified public accountants of any subsidiary of Company
or of any business acquired by Company for which financial statements and
financial data are, or are required to be, included in the Shelf Registration
Statement), addressed to each selling Holder of Warrant Stock registered
thereunder and the underwriters, if any, in

                                       16



<PAGE>

customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with primary underwritten offerings; and

                        (vi) deliver such documents and certificates as may be
reasonably requested by the Majority Holders and the managing underwriters, if
any, including those to evidence compliance with Section 9.4; and with any
customary conditions contained in the underwriting agreement or other agreement
entered into by Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section
9.4(m) shall be performed at (A) the effectiveness of such Shelf Registration
Statement and each post-effective amendment thereto; and (B) each closing under
any underwriting or similar agreement, if any, as and to the extent required
thereunder.

                    (n) Company shall use its best efforts to take all other
steps necessary to effect the registration of the securities covered by the
Shelf Registration Statement.

                    9.5. Expenses. All expenses incurred in complying with
Section 9, including, without limitation, all registration and filing fees
(including all expenses incident to filing with the NASD), printing expenses,
fees and disbursements of counsel for Company, the reasonable fees and expenses
of one counsel for the selling security holders (selected by those holding a
majority of the shares being registered), expenses of any special audits
incident to or required by any such registration and expenses of complying with
the securities or blue sky laws of any jurisdictions pursuant to Section 9.4(g)
shall be paid by Company, except that Company shall not be liable for any fees,
discounts or commissions to any underwriter or any fees or disbursements of
counsel for any underwriter in respect of the securities sold by such holder of
Warrant Stock.

                    9.6. Indemnification and Contribution. (a) In the event of
any registration of any of the Warrant Stock under the Securities Act pursuant
to this Section 9, Company shall indemnify and hold harmless the holder of such
Warrant Stock, such holder's directors and officers, and each other Person
(including each underwriter) who participated in the offering of such Warrant
Stock and each other Person, if any, who controls such holder or such
participating Person within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which such holder
or any such director or officer or participating Person or controlling Person
may become subject under the Securities Act or any other statute or at common
law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any alleged untrue statement
of any material fact contained, on the effective date thereof, in any Shelf
Registration Statement under which such securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or (ii) any alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and shall reimburse such holder or such
director, officer or participating Person or controlling Person for any legal or
any other expenses reasonably incurred by such holder or such director, officer
or participating Person or

                                       17



<PAGE>

controlling Person in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that Company shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any alleged untrue statement or alleged
omission made in such Shelf Registration Statement, preliminary prospectus,
prospectus or amendment or supplement in reliance upon and in conformity with
written information furnished to Company by such holder specifically for use
therein or (in the case of any registration pursuant to Section 9.3) so
furnished for such purposes by any underwriter. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
such holder or such director, officer or participating Person or controlling
Person, and shall survive the transfer of such securities by such holder.

                    (a) Each holder of any Warrant Stock, by acceptance thereof,
agrees to indemnify and hold harmless Company, its directors and officers and
each other Person, if any, who controls Company within the meaning of the
Securities Act against any losses, claims, damages or liabilities, joint or
several, to which Company or any such director or officer or any such Person may
become subject under the Securities Act or any other statute or at common law,
and shall reimburse Company or such director, officer or controlling Person for
any legal or any other expenses reasonably incurred by Company or such director,
officer or controlling Person in connection with investigating or defending any
such losses, claims, damages or liabilities, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon information in writing provided to Company by such holder of such Warrant
Stock specifically for use in the following documents and contained, on the
effective date thereof, in any Shelf Registration Statement under which
securities were registered under the Securities Act at the request of such
holder, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, but in an amount not to exceed the net proceeds
received by such holder in the offering.

                    (b) If the indemnification provided for in this Section 9
from the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal

                                       18



<PAGE>

or other fees or expenses reasonably incurred by such party in connection with
any investigation or proceeding. The liability of any holder of Warrant Stock
hereunder shall not exceed the net proceeds received by it in the offering.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 9.7(c) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

                    9.7. Termination of Restrictions. Notwithstanding the
foregoing provisions of Section 9, the restrictions imposed by this Section upon
the transferability of the Warrants, the Warrant Stock and the Restricted Common
Stock (or Class A Common Stock issuable upon the exercise of the Warrants) and
the legend requirements of Section 9.1 shall terminate as to any particular
Warrant or share of Warrant Stock or Restricted Common Stock (or Class A Common
Stock issuable upon the exercise of the Warrants) (i) when and so long as such
security shall have been effectively registered under the Securities Act and
disposed of pursuant thereto or (ii) when Company shall have received an opinion
of counsel that such shares may be transferred without registration thereof
under the Securities Act. Whenever the restrictions imposed by Section 9 shall
terminate as to this Warrant, as hereinabove provided, the Holder hereof shall
be entitled to receive from Company, at the expense of Company, a new Warrant
bearing the following legend in place of the restrictive legend set forth
hereon:

                      "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN
             WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________,
             ____, AND ARE OF NO FURTHER FORCE AND EFFECT."

All Warrants issued upon registration of transfer, division or combination of,
or in substitution for, any Warrant or Warrants entitled to bear such legend
shall have a similar legend endorsed thereon. Whenever the restrictions imposed
by this Section shall terminate as to any share of Restricted Common Stock, as
hereinabove provided, the holder thereof shall be entitled to receive from
Company, at Company's expense, a new certificate representing such Common Stock
not bearing the restrictive legend set forth in Section 9.1(a).

                    9.8. Certain Limitations on Registration Rights.
Notwithstanding the other provisions of Section 9:

                        (i) Company shall not be obligated to register the
Warrant Stock of any holder if, in the opinion of counsel to Company reasonably
satisfactory to the holder and its counsel (or, if the holder has engaged an
investment banking firm, to

                                       19



<PAGE>

such investment banking firm and its counsel), the sale or other disposition of
such holder's Warrant Stock, in the manner proposed by such holder (or by such
investment banking firm), may be effected without registering such Warrant Stock
under the Securities Act; and

                        (ii) Company shall have the right to delay the filing or
effectiveness of a Shelf Registration Statement required pursuant to Section 9.3
hereof during one or more periods aggregating not more than 60 days in any
twelve-month period in the event that (i) Company would, in accordance with the
advice of its counsel, be required to disclose in the prospectus information not
otherwise then required by law to be publicly disclosed and (ii) in the judgment
of Company's Board of Directors, there is a reasonable likelihood that such
disclosure, or any other action to be taken in connection with the prospectus,
would materially and adversely affect any existing or prospective material
business situation, transaction or negotiation or otherwise materially and
adversely affect Company.

                    9.9. Selection of Managing Underwriters. The managing
underwriter or underwriters for any offering of Warrant Stock to be registered
pursuant to Section 9.3 shall be selected by the holders of a majority of the
shares being so registered (other than any shares being registered pursuant to
Section 9.4) and shall be reasonably acceptable to Company.

                    9.10. No Inconsistent Agreements. Company will not hereafter
enter into any agreement with respect to the registration under the Securities
Act of its securities that is inconsistent with the rights granted to holders of
the Warrant Stock in this Section 9.

                    9.11. Rule 144. So long as Company is subject to the
reporting requirements under the Exchange Act, it shall comply with such
requirements so as to permit sales of Warrant Stock and Restricted Common Stock
by the holders thereof pursuant to Rule 144 under the Securities Act.

10.      SUPPLYING INFORMATION

                  Company shall cooperate with each Holder of a Warrant and each
holder of Restricted Common Stock in supplying such information as may be
reasonably necessary for such holder to complete and file any information
reporting forms presently or hereafter required by the Commission as a condition
to the availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.

11.      LOSS OR MUTILATION

                  Upon receipt by Company from any Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood that the written

                                       20

<PAGE>

agreement of Guggenheim Investment Management, LLC shall be sufficient
indemnity), and in case of mutilation upon surrender and cancellation hereof,
Company will execute and deliver in lieu hereof a new Warrant of like tenor to
such Holder; provided, in the case of mutilation, no indemnity shall be required
if this Warrant in identifiable form is surrendered to Company for cancellation.

12.      OFFICE OF COMPANY

                  As long as any of the Warrants remain outstanding, Company
shall maintain an office or agency (which may be the principal executive offices
of Company) where the Warrants may be presented for exercise, registration of
transfer, division or combination as provided in this Warrant.

13.      BUSINESS INFORMATION

                    13.1. Filings. Company will file on or before the required
date all regular or periodic reports (pursuant to the Exchange Act) with the
Commission and will deliver to Holder promptly upon their becoming available one
copy of each report, notice or proxy statement sent by Company to its
stockholders generally, and of each regular or periodic report (pursuant to the
Exchange Act) and any registration statement, prospectus or written
communication (other than transmittal letters) (pursuant to the Securities Act),
filed by Company with (i) the Commission or (ii) any securities exchange on
which shares of Common Stock are listed.

                    13.2. Other Information. If requested by Holder, Company
will deliver to Holder such other information respecting Company or any of its
subsidiaries' business, financial condition or prospects as Holder may, from
time to time, reasonably request.

14.      LIMITATION OF LIABILITY

                  No provision hereof, in the absence of affirmative action by
Holder to purchase shares of Class A Common Stock, and no enumeration herein of
the rights or privileges of Holder hereof, shall give rise to any liability of
such Holder for the purchase price of any Class A Common Stock or as a
stockholder of Company, whether such liability is asserted by Company or by
creditors of Company.

15.      MISCELLANEOUS

                    15.1. Nonwaiver and Expenses. No course of dealing or any
delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder's rights, powers
or remedies. If Company fails to make, when due, any payments provided for
hereunder, or fails to comply with any other provision of this Warrant, Company
shall pay to Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys' fees, including
those of appellate proceedings, incurred by Holder in collecting

                                       21



<PAGE>

any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.

                    15.2. Notice Generally. Any notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be given as provided in Section 10.10 of the Credit Agreement.

                    15.3. Remedies. Each holder of Warrant and Warrant Stock, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under Section 9 of this Warrant. Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions of Section 9 of this Warrant and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate. In any action or proceeding brought to enforce any provision of this
Warrant or where any provision hereof is validly asserted as a defense, the
successful party shall be entitled to recover reasonable attorney's fees in
addition to other available remedy.

                    15.4. No Rights as Shareholder. Subject to, and without
limiting the Holder's rights under, Sections 4 and 5 hereof, prior to the
exercise of this Warrant, no Holder shall be entitled to any rights of a
shareholder of Company, including the right to vote, give or withhold consent to
any corporate action, receive notice of shareholders meetings, receive dividends
or subscription rights or otherwise.

                    15.5. Successors and Assigns. Subject to the provisions of
Sections 3.1 and 9, this Warrant and the rights evidenced hereby shall inure to
the benefit of and be binding upon the successors of Company and the successors
and assigns of Holder. The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and, with respect to
Section 9 hereof, holders of Warrant Stock, and shall be enforceable by any such
Holder or holder of Warrant Stock.

                    15.6. Amendment. This Warrant and all other Warrants may be
modified or amended or the provisions hereof waived with the written consent of
Company and the Majority Holders, provided that no such Warrant may be modified
or amended to reduce the number of shares of Class A Common Stock for which such
Warrant is exercisable or to increase the price at which such shares may be
purchased upon exercise of such Warrant (before giving effect to any adjustment
as provided therein) without the prior written consent of the Holder thereof.

                    15.7. Severability. Wherever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Warrant.

                                       22



<PAGE>

                    15.8. Headings. The headings used in this Warrant are for
the convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.

                    15.9. Governing Law. This Warrant shall be governed by the
laws of the State of New York, without regard to the provisions thereof relating
to conflict of laws



                                       23


<PAGE>

                  IN WITNESS WHEREOF, Company has caused this Warrant to be duly
executed and attested by its Secretary or an Assistant Secretary.

Dated:  November  7, 2002

                                            INTEREP NATIONAL RADIO SALES, INC.




                                              By: /s/ William J. McEntee, Jr.
                                                 ------------------------------
                                                Name:  William J. McEntee, Jr.
                                                Title: Chief Financial
                                                       Officer and Senior
                                                       Vice President

Attest:


By: /s/ Paul J. Parzuchowski
   ---------------------------
   Name:  Paul J. Parzuchowski
   Title: Vice President and
          Secretary

                                       24


<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

                  The undersigned registered owner of this Warrant irrevocably
exercises this Warrant for the purchase of ______ Shares of Class A Common Stock
of Interep National Radio Sales, Inc. and herewith makes payment therefor, all
at the price and on the terms and conditions specified in this Warrant and
requests that certificates for the shares of Class A Common Stock hereby
purchased (and any securities or other property issuable upon such exercise) be
issued in the name of and delivered to _____________ whose address is
_________________ and, if such shares of Class A Common Stock shall not include
all of the shares of Class A Common Stock issuable as provided in this Warrant,
that a new Warrant of like tenor and date for the balance of the shares of Class
A Common Stock issuable hereunder be delivered to the undersigned.

                                          -------------------------------------
                                          (Name of Registered Owner)

                                          -------------------------------------
                                          (Signature of Registered Owner)

                                          -------------------------------------
                                          (Street Address)

                                          -------------------------------------
                                          (City)     (State)       (Zip Code)




NOTICE:           The signature on this subscription must correspond with the
                  name as written upon the face of the within Warrant in every
                  particular, without alteration or enlargement or any change
                  whatsoever.



<PAGE>

                                    EXHIBIT B

                                 ASSIGNMENT FORM

                  FOR VALUE RECEIVED the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below all of
the rights of the undersigned under this Warrant, with respect to the number of
shares of Class A Common Stock set forth below:

Name and Address of Assignee                          No. of Shares of
----------------------------                          ----------------
                                                      Class A Common Stock
                                                      --------------------






and does hereby irrevocably constitute and appoint _______________________
attorney-in-fact to register such transfer on the books of INTEREP NATIONAL
RADIO SALES, INC. maintained for the purpose, with full power of substitution in
the premises.

Dated:__________________               Print Name:___________________

                                       Signature:____________________

                                       Witness:______________________

NOTICE:           The signature on this assignment must correspond with the name
                  as written upon the face of the within Warrant in every
                  particular, without alteration or enlargement or any change
                  whatsoever.