Exhibit 10.2 

**TERMINATION AGREEMENT**

AGREEMENT, dated as of October 19, 2006, between INTEREP NATIONAL RADIOSALES, INC., New York corporation (the “Company”), and GEORGE E. PINE (“Pine”). 

W**I**TNESSETH:

WHEREAS, Pine has served the Company as a member of its Board ofDirectors and, pursuant to an Employment Agreement, dated as of March 19, 2003 (as amended by Amendment No. 1 thereto, dated as of May 10, 2006, the “Employment Agreement”), as its President and Chief Operating Officer;

WHEREAS, the Company and Pine wish to set forth their agreement as to the termination of Pine’s employment; 

NOW, THEREFORE, in consideration of the premises and of the mutual agreements set forth herein, the parties agree as follows: 

1. **Resignation and Termination of Employment.** Effective as of the date of this Agreement (except as provided in Section 2(a)), Pine’semployment with the Company shall terminate and Pine shall resign from the offices of President and Chief Operating Officer, and from all offices and directorships that he holds with any of the Company’s subsidiaries or affiliates. Concurrentlywith the execution of this Agreement, Pine has delivered to the Company a signed letter of resignation to such effect. 

2. **Payments.**

(a) The period beginning on September 1, 2006 and ending on May 31, 2009 is referred to as the “Term”. During theTerm, the Company shall pay Pine severance compensation, as follows: (i) $615,000 during the first 12 months of the Term, of which $120,000 is being paid on the date of this Agreement, (ii) $495,000 during the second 12 months of the Termand (iii) $375,000 during the last nine months of the Term, in each case less applicable federal and state withholdings. Subject to the provisions of Section 2(b), the Company shall pay such compensation in equal semi-monthly installments.All of the compensation referred to in this Section 2 shall be paid to Pine by direct deposit to such account as Pine shall designate to the Company. In consideration of the Company’s payment of such consulting and severance compensation,Pine waives and forever forfeits any payments otherwise payable to him under the Employment Agreement as salary, bonus, severance compensation or otherwise. 

(b) If a Change in Control (as defined in Section 2(c)) occurs, Pine or his personal representative (should he die or become incompetent during the Term) shall have the right to require the Company, at any timeduring the Term, and on not less than 30 days’ written notice to the Company, to pay to Pine, his designee or his estate or heirs an amount equal to all of the remaining severance compensation and consulting fees payable to him during the thenremainder of the Term, discounted at the Discount Rate (as defined below) to its present value as of the date of such notice (the “Notice Date”). The Company shall pay such amount to Pine in a lump sum not later than 30 days after theNotice Date. “Discount Rate” means the yield to maturity, as determined on the Notice Date, on U.S. Treasury obligations having a maturity date then as near as possible to the last day of the Term. 

(c) For purposes of this Section 2, “Change in Control”, means the occurrence of any ofthe following events: 

(i) any “person,” including a “group” (as such terms are used in Sections 13(d)and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, its “Affiliates” (that is, any of its subsidiaries or any parent corporation), or any employee benefit plan or employees of theCompany or any of its Affiliates, or any group of which any of the foregoing is a member, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of the Company’s securitiesrepresenting 30% or more of the combined voting power of its then outstanding securities; 

(ii) during any period of 24consecutive months, individuals (A) who on the date of this Agreement constitute the Company’s entire Board of Directors (“Initial Directors”) or (B) whose election, appointment or nomination for election was approved priorto such election or appointment by a vote of at least two-thirds of the Initial Directors who were in office immediately prior to such election or appointment, cease for any reason to constitute at least a majority of the Company’s Board ofDirectors; 

(iii) the consummation of a merger, business combination, share exchange, division or other reorganization ofthe Company with any other corporation, where, following such transaction, (A) a majority of the directors of the surviving entity are persons who (I) were not members of the Company’s Board of Directors immediately prior to themerger or other combination and (II) are not the Company’s nominees or representatives, (B) the Company’s shareholders immediately prior to such merger or combination beneficially own, directly or indirectly, less than 60% or more ofthe combined voting power of the surviving corporation, as well as 60% or more of the total market value of its outstanding equity securities, in substantially the same proportion as they owned the combined voting power of the Company, (C) any“person,” including a “group” (each as defined in clause (i) above), but excluding the Company, its Affiliates, or any of the Company’s or its Affiliates’ employee benefit plans or employees, or any group of whichany of the foregoing is a member, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities representing 30% or more of the combined voting power of the survivingcorporation or (D) in the case of a division, the Company’s shareholders immediately prior to such division beneficially own, directly or indirectly, less than 60% or more of the combined voting power of the outstanding voting securitiesof each entity resulting from the division as well as 60% or more of the total market value of each such entity’s outstanding equity securities, in each case in substantially the same proportion as such shareholders owned shares of the Companyprior to such transaction; 

 

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(iv) the consummation of a direct or indirect sale or other disposition of all orsubstantially all of the Company’s assets; 

(v) the Company’s adoption of any plan of liquidation providing forthe distribution of all or substantially all of its assets; 

(vi) any other change in control of the Company of a naturethat would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act; or 

(vii) any other event or transaction that is declared by resolution of the Company’s Board of Directors to be a Change in Control. 

3. **Plan Coverage.** From and after August 31, 2006 and until the earlier of May 31, 2009 or such time as another employer makes available to Pine medical and dental coverage comparable to that which the Company currentlyprovides to Pine, the Company shall provide, under COBRA during the last 18 months of the Term and at its expense during all of the Term, medical and dental coverage for Pine under, and subject to the terms and conditions of, such group insuranceplans as the Company now and in the future makes available generally for its employees. Nothing in this Section 3 shall be construed to require the Company to institute or maintain any or any particular benefit plan, program or policy. If andto the extent that this Section 3 conflicts with any COBRA notice or other document issued by the Company at any time, the provisions of this Section 3 shall prevail. 

4. **Certain Expenses.**Promptly after the date of this Agreement, the Company shall reimburse Pine for his reasonable travel, lodging andentertainment expenses incurred by him prior to the date hereof in connection with the business of the Company, in accordance with the Company’s policies and procedures. Pine may retain the company cell phone, lap top and Blackberry that he hasbeen using and the Company shall continue to pay all related charges through January 15, 2007; *provided, however,* that Pine shall have access to, and use of, the Company’s e mail and voice mail through January 15, 2007 andshall otherwise have no access to the Company’s networks, systems or data through such equipment on and after the date of this Agreement. 

5. **Other Benefit Plans.** Pine shall be entitled to receive all rights, distributions and benefits which have accrued or shall accrue to him under the Company’s Stock Growth Plan and 401-K Plan, in accordance with the terms ofsuch benefit plans. On and after the date of this Agreement, the Company shall not make any further contributions to any such benefit plan for Pine’s account and all his benefit plan accounts shall be frozen with a review to roll over ortermination. The Company shall use its best efforts to insure that all transfers of securities or accounts and payments of cash contemplated in the preceding sentence are made as promptly as is practicable, consistent with the terms and proceduresof such benefit plans. On and after the date of this Agreement, the Company shall not make any further contributions to any such benefit plan for Pine’s account and all his benefit plan accounts shall be frozen with a view to roll-over ortermination. 

 

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6. **Options.** The stock options held by Pine to purchase an aggregate of 107,240 shares of InterepCommon Stock shall remain exercisable on and after the date of this Agreement, for the respective full terms thereof as stated in the related option agreements and otherwise in accordance with their terms. 

7. **Automobile Allowance.** The Company shall continue to provide Pine with the use of the automobile it currently leases for him through the end ofthe current lease on the same terms and conditions that are currently applicable. 

8. **Statements.** In any written or oral discussionor disclosure by Pine or the Company regarding the termination of Pine’s employment with the Company, Pine and the Company shall each characterize such termination as amicable and in a manner consistent with the contents of this Agreement.Further, Pine shall not denigrate or disparage the Company or any of its subsidiaries or divisions or the businesses, services, officers, directors, employees, agents or shareholders of any of them, or take any action which would tend to cast any ofthem into disrepute. Similarly, the Company shall not denigrate or disparage Pine or take any action which would tend to cast him into disrepute. Pine shall maintain the existence and terms of this Agreement in confidence at all times on and afterthe date hereof; *provided, however,* that the foregoing shall not restrict him from making any disclosure about the existence and terms of this Agreement as may be required by applicable law or from testifying truthfully pursuant to a validsubpoena issued by any court or regulatory body having competent jurisdiction or otherwise. 

9. **Confidentiality.** At all times on andafter the date of this Agreement, Pine shall not disclose to any party or use any information respecting the Company or its business and affairs which is treated as confidential by the Company, including, without limitation, trade secrets, businessand marketing plans and information, financial data, commission rate information, identity of actual or prospective clients and customers and salary or bonus information relating to any of the Company’s employees; *provided, however,* thatsuch obligation shall not apply to any information (i) to the extent that it is or becomes part of public or industry knowledge from authorized sources other than Pine or (ii) which Pine is required by law to disclose (but only to theextent required to be so disclosed); and *provided, further,*that Pine may disclose this Agreement and its terms to his or its accountants, tax advisors and legal counsel, provided that any such third party has been informed of, and has agreedto abide by, this confidentiality provision. On or before the date of this Agreement, Pine shall deliver to the Company all material of a confidential nature (whether or not marked as such), including, without limitation, business plans, budgets,financial statements or projections, commission rate schedules, manuals, letters, notes, notebooks, reports and customer and supplier lists, and all copies or summaries thereof, relating to the business or affairs of the Company and its subsidiariesthat are in Pine’s possession or control. 

10. **Non-Competition.** In consideration of the payments and accommodations to be madeto Pine pursuant to this Agreement, Pine agrees that, during the Term, and so long as the Company is not in breach of its obligations under this Agreement, he shall not, anywhere in the United States of America (or for such lesser area or suchlesser period as may be determined by a court of competent jurisdiction to be a reasonable limitation on the competitive activity of Pine), directly or indirectly: 

(a) act as an officer, director, employee, agent, consultant or in any other capacity for Katz Media Corporation or any of its subsidiaries, parents or affiliates (together, “Katz”); 

 

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(b) engage in any terrestrial or satellite radio or broadcast, cable or satellite television or Internetnational sales representation business (“Representation Business”, which shall not include any representation business other than national sales) in which the Company is then engaged on behalf of himself or any third party, including anyrepresentation firm or radio or television group; 

(c) solicit or attempt to solicit Representation Business on behalf of himself or anythird party from any parties who are clients or customers of the Company; or to which the Company has made specific proposals for services, during the 12 months prior to the date of this Agreement and with respect to which Pine either(i) possesses confidential information of the Company or (ii) Pine was directly involved as to solicitation, negotiation or servicing of contracts; 

(d) solicit or attempt to solicit for any business endeavor any employee of the Company; 

(e) interferewith the Company or the conduct of its Representation Business or otherwise divert or attempt to divert from Interep any business whatsoever; or 

(f) render any services as a joint venturer, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person or entity which is engaged in activities which, if performed by Pine, wouldviolate this Section 10. 

The foregoing provisions of this Section 10 shall not prevent Pine from (i) purchasing or owning up to 5% of thevoting securities of any corporation, the securities of which are publicly-traded or (ii) owning or operating radio stations. With respect to clause (b) of this Section 10, if Pine is employed by a group (including a radio stationgroup) or other entity that is not involved in national sales representation, he shall not be in breach of clause (b), regardless of the medium involved, but if such group or other entity commences national representation during the period in whichclause (a) is in effect, Pine shall immediately terminate his employment therewith and shall not become re-employed with such group or other entity until such period has expired. 

11. **Remedies and Survival.** Because the Company would not have an adequate remedy at law to protect its business from unfair competition and itsinterest in its trade secrets, proprietary or confidential information or similar commercial assets should Pine breach any provision of Sections 8, 9 or 10, the Company shall be entitled, in the event of such a breach or threatened breach thereof byPine, to injunctive relief, in addition to such other remedies and relief that would be available to the Company. The prevailing party in any litigation to enforce rights under Sections 8, 9 or 10 shall be entitled to receive from the other paymentof, or reimbursement for, its reasonable attorneys’ fees and disbursements incurred in such connection, up to a maximum of $100,000. If Pine is the prevailing party in any litigation, he shall be entitled to reimbursement of his reasonableattorneys fees and disbursements by the Company, up to a maximum of $100,000. The provisions of Sections 8, 9 and 10 and of this Section 11 shall survive any termination of this Agreement. 

 

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12. **Termination of Prior Agreements.** On the date of this Agreement, the Employment Agreement andany other agreements and understandings between the Company and Pine relating to his employment, other than this Agreement, the benefit plans and options referred to in Sections 5 and 6 of this Agreement and the Indemnification Agreement between theparties (together, the “Surviving Agreements”), shall terminate and be of no further force or effect; *provided, however,* that any rights to indemnification, defense and insurance in favor of Pine arising under the RestatedCertificate of Incorporation or By-Laws of the Company, shall continue in full force and effect. Pine shall continue to be covered under such directors and officers liability insurance policies as the Company maintains for its directors so long ashe is eligible to be covered under such policies in accordance with the terms thereof. 

13. **Releases.**

(a) Pine, in consideration of good and valuable consideration received and to be received from the Company hereunder, the sufficiency of which isacknowledged, releases and discharges the Company, its subsidiaries and affiliates and its and their respective officers, directors, shareholders, employees, agents, attorneys and affiliates and its and their respective heirs, personalrepresentatives, successors and assigns (together, the “Company Releasees”), of and from all claims, demands, causes of action, suits, actions, proceedings, judgments, debts, damages, liabilities and obligations, at law, equity orotherwise, including, without limitation, any federal, state, local or administrative Equal Employment Opportunity or other claims arising under the Civil Rights Acts of 1866, 1870 and 1871, the Equal Pay Act of 1963, Title VII of the Civil RightsAct of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefits Protection Act, the Civil Rights Act of 1968, the Rehabilitation Act of 1973, the Vietnam-Era Veterans’ Readjustment AssistanceAct of 1974, the Veteran’s Reemployment Rights Act, the Immigration Reform and Control Act, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Worker Adjustment and RetrainingNotification Act, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act, the New York Executive Law, the New York State Human Rights Law, New York Civil Rights Law, Section 47 *et seq*., New YorkCivil Rights Law, Article 4-C, Section 48 *et seq*., New York Labor Law Section 201-d, New York Civil Rights Law, Article 4, Section 40-c to 45 and any applicable federal, state, or local anti-discrimination or equal employmentopportunity statues or regulations, including, without limitation, any fair employment or human rights ordinance of any municipality or county in the State of New York; which Pine or his heirs, personal representatives, successors and assigns had,have or may hereafter have against the Company Releasees for, on or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof; except that, Pine in no way releases or discharges the Company’sobligations under this Agreement or any of the Surviving Agreements. Nothing herein shall be construed as an admission by the Company that Pine has any claim against it. Pine and his heirs, personal representatives, successors and assigns, furtherwaive any and all manner of notice, knowledge or discovery of any and all such actual or alleged claims of cause of action. 

 

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(b) Pine shall have 21 days to review the release contemplated by Section 13(a) and is advised toconsult with an attorney before signing it. After Pine signs this Agreement, he shall have seven days to cancel it, in which case this Agreement shall be terminated. If Pine does not cancel it, the release contemplated by Section 13(a) shallbecome effective. 

(c) Subject to the last sentence of this Section 13(c), the Company, in consideration of good and valuableconsideration received and to be received from Pine hereunder, the sufficiency of which is acknowledged, releases and discharges Pine and his heirs, personal representatives, successors and assigns (together, the “Pine Releasees”), of andfrom all claims, demands, causes of action, suits, actions, proceedings, judgments, debts, damages, liabilities and obligations, at law, equity or otherwise, which the Company or any of its affiliates and any of their respective successors orassigns had, have or may hereafter have against the Pine Releasees for, on or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof; except that, the Company in no way releases or dischargesPine’s obligations under this Agreement and the Surviving Agreements. Nothing herein shall be construed as an admission by Pine that the Company has any claim against him. The Company, its affiliates and their respective successors and assigns,further waive any and all manner of notice, knowledge or discovery of any and all such actual or alleged claims of cause of action. The foregoing release shall become effective automatically on the effectiveness of the release contemplated bySection 13(a). 

14. **Litigation Cooperation.** From time to time, if requested by the Company, Pine shall make his time andattention reasonably available to, and shall cooperate with the Company with respect to, any aspect of any litigation or governmental proceedings involving the Company regarding periods during which he was an employee of the Company and a reasonableperiod thereafter. Unless Pine is called as witness, the Company shall pay him a *per diem* fee comparable to his then current compensation or, if he is not then employed, at a reasonable rate. The Company shall reimburse Pine for any travel,lodging and other expenses he reasonably incurs in this regard, in accordance with their standard reimbursement policies. 

15. **EntireAgreement.** This Agreement sets forth the entire understanding of the parties with respect to its subject matter, merges and supersedes any prior or contemporaneous understandings with respect to its subject matter, and shall not be modified orterminated except by a written instrument executed by the Company and Pine. Failure of a party to enforce one or more of the provisions of this Agreement or to require at any time performance of any of the obligations hereunder shall not beconstrued to be a waiver of such provisions by such party nor to in any way affect the validity of this Agreement or such party’s right thereafter to enforce any provision of this Agreement, nor to preclude such party from taking any otheraction at any time which it would legally be entitled to take. 

16. **Severability.** If any provision of this Agreement is held to beinvalid or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreement shall not be affected by such judgment, and such provision shall be carried out as nearly as possible according to its original terms andintent to eliminate such invalidity or unenforceability. In this regard, the Company and Pine agree that the provisions of Section 10, including, without limitation, the scope of its territorial and time restrictions, are reasonable andnecessary to protect and preserve the Company’s legitimate interests. If the provisions of Section 10 are held by a court of competent jurisdiction to be in any respect unreasonable, then such court may reduce the territory or time towhich it pertains or otherwise modify such provisions to the extent necessary to render such provisions reasonable and enforceable. 

 

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17. **Successors and Assigns**. Pine shall have no right to assign this personal Agreement, or anyrights or obligations hereunder, without the consent of the Company. On the sale of all or substantially all of the assets of the Company to another party, or on the merger of the Company with another corporation, this Agreement shall inure to thebenefit of, and be binding on, both Pine and the party purchasing such assets or surviving such merger in the same manner and to the same extent as though such other party were the Company. Subject to the foregoing, this Agreement shall inure to thebenefit of, be binding on and be enforceable by, the parties and their respective heirs, personal representatives, successors and assigns. 

18. **Communications.** All notices, consents and other communications given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or by FedEx or a similar overnight courierto, (b) five days after being deposited in any United States post office enclosed in a postage prepaid registered or certified envelope addressed to, or (c) when successfully transmitted by fax (with a confirming copy of such communicationto be sent as provided in (a) or (b) above) to, the party for whom intended, at the address or fax number for such party set forth below, or to such other address or fax number as may be furnished by such party by notice in the mannerprovided herein; *provided, however,* that any notice of change of address or fax number shall be effective only on receipt. 

 
If to the Company:  If to Pine:Interep National Radio Sales, Inc.  Mr. George E. Pine100 Park Avenue  100 Lakeshore DriveNew York, New York 10017  Lake Point Tower, Apartment 258Attention: Mr. Ralph C. Guild  North Palm Beach, Florida 33408Fax No.: (212) 916-0749  Fax No.: (561) 626-4595
19. **Construction; Counterparts.** The headings contained in this Agreement are forconvenience only and shall in no way restrict or otherwise affect the construction of the provisions hereof. References in this Agreement to Sections are to the sections of this Agreement. This Agreement may be executed in multiple counterparts,each of which shall be an original and all of which together shall constitute one and the same instrument. 

20. **Governing Law.** ThisAgreement shall be governed by the laws of the State of New York applicable to agreements made and fully to be performed in such state, without giving effect to conflicts of law principles. 

IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first set forth above. 

 
INTEREP NATIONAL RADIO SALES, INC.  
By: 
 /s/ Ralph C. Guild   /s/ George E. Pine 
Ralph C. Guild

Chairman of the Board
   GEORGE E. PINE
 

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