EMPLOYMENT  AGREEMENT  dated as of December , 1998  between  Classic  Radio
Holding  Corp.,  a Delaware  corporation  (the  "Company"),  and Carl Amari,  an
individual residing at 11 Cutters Run, South Barrington, IL 60010 ("Executive").


                                   BACKGROUND

     The Company  desires to employ  Executive on the terms and  conditions  set
forth herein, and Executive desires to be so engaged. The capitalized terms used
and not otherwise  defined herein shall have the meaning  ascribed to such terms
in the  Supplemental  Agreement of even date herewith  among the Company,  Audio
Book Club, Inc., a Delaware corporation and parent of the Company ("ABC"), Radio
Spirits,  Inc., an Illinois corporation ("RSI") and Executive (the "Supplemental
Agreement").  In consideration of the covenants and agreements herein contained,
the parties agree as follows:

     1.  Employment;   Acceptance.  The  Company  hereby  employs  Executive  as
President of the Company and Executive  hereby accepts such  employment with the
Company.

     2. Term. The term of Executive's employment with the Company shall commence
on the date  hereof and shall  continue  for a period of three (3) years  unless
sooner  terminated  in  accordance  with the  provisions  of Paragraph 6 of this
Agreement (the "Initial Employment Term");  provided,  however, that the parties
hereto may mutually  agree to extend the  Employment  Term for an additional two
(2) years (the "Option Term"  together  with the Initial  Employment  Term,  the
"Employment  Term")  at a  salary  rate and on such  terms as shall be  mutually
acceptable to the parties.

     3. Duties and Authority.

          3.1.  Executive  shall  devote  Executive's  full  business  time  and
     energies  to the  business  and  affairs  of the  Company,  and shall  work
     exclusively  for the Company  during the  Employment  Term.  Subject to the
     control  and  direction  of the Board of  Directors  of the Company and the
     Chief  Executive  Officer of the Company,  Norton  Herrick or his successor
     (the "CEO"), as set forth herein,  Executive agrees to use Executive's best
     efforts,  skill, and abilities to promote the Company's interests,  to work
     with other employees of the Company in a competent and professional  manner
     and  generally to promote the  interests of the  Company.  Executive  shall
     report directly to the CEO.

          3.2.  Executive  shall  perform the services  normally  attributed  to
     Executive's  position or such services as are otherwise reasonably directed
     by the Board of  Directors  of the Company or the CEO,  including,  without
     limitation,  (i) having  responsibility over all activities relating to the
     classic  radio  products of the Company  including  any other classic radio
     businesses which the Company,  its subsidiaries or ABC may acquire,  and at
     the  option of the  Company,  additional  lines of  business  and  products
     related to the classic or old-time radio


<PAGE>



     business  including,  but not limited to, classic videos and (ii) producing
     the Radio Show  (collectively,  the  "Business") and Executive shall advise
     ABC, as may be requested from time to time. Notwithstanding anything to the
     contrary  contained in the Agreement,  provided that the Company  maintains
     the  EBITDA  thresholds  set forth on  Schedule  1 hereto  and  subject  to
     Paragraph  3.4 below,  Executive  shall have  control  over the  day-to-day
     management of the Business,  including (i) employee  decisions  (including,
     without  limitation,  salary  issues  within the  parameters  of the annual
     business plan and budget), (ii) sales,  marketing and distribution matters,
     (iii)  implementation  of  the  annual  budget,  (iv)  product  development
     policies, strategies and implementation,  and (v) other operational matters
     that arise in the ordinary  course of business,  so long as such  decisions
     are made in the best  interest  of the  Company in  Executive's  reasonable
     business  judgment and are made at an arms' length basis (items (i) through
     (v) being hereafter referred to as the "Operational Matters").

          3.3. So long as Executive is employed by the Company,  Executive shall
     be  appointed  to, and serve as a member of, the Board of  Directors of the
     Company.

          3.4.  Within sixty (60) days after the Merger Date (with regard to the
     1999 fiscal year of the  Company)  and thirty (30) days prior to the end of
     the  Company's  1999 and 2000 fiscal year (with regard to the 2000 and 2001
     fiscal years),  Executive  shall submit to the Board of Directors for their
     review and  approval a business  plan and  detailed  budget for each fiscal
     year,  setting forth in complete  detail the  Operational  Matters for that
     year. Any changes to the proposed  business plan or budget must be approved
     by the  Board of  Directors.  Executive  shall  have the  power to make all
     management decisions concerning the Business,  as provided in Paragraph 3.2
     above,  so  long as such  decisions  are  reasonably  consistent  with  the
     business  plan  approved  by the Board of  Directors.  Any  overages to the
     approved  budget  must be approved  by the Board of  Directors  before such
     expenses are incurred by the Company.

          3.5. Executive shall be responsible for submitting to Audio Book Club,
     Inc. and its accountants on a timely basis all of the information requested
     by the officers of Audio Book Club,  Inc.  and/or such  accountants for the
     preparation of Audio Book Club, Inc.'s financial statements and reports.

          3.6.  Executive  shall perform his services at the offices  located in
     Schaumburg,  Illinois  or at such other  place or places as may be mutually
     agreed upon by the Company and Executive  and subject to reasonable  travel
     as may be required in connection with performing such services.

          3.7.  During  the  Employment  Term,  Executive  shall  also  serve as
     President  of  the  Company's   wholly-owned   subsidiary,   Classic  Radio
     Acquisition Corp., a Delaware corporation  ("Acquisition Corp."), under the
     same terms and conditions as provided for herein;  provided,  however, that
     Executive  shall serve as President of Acquisition  Corp. for no additional
     compensation  or  benefits  (other  than  payment  of  reasonable  business
     expenses  in  accordance  with  Paragraph  5.2 below),  including,  without
     limitation,  severance  payments.  So  long as  Executive  is  employed  by
     Acquisition  Corp.,  Executive shall be appointed to, and serve as a member
     of, the Board of Directors of Acquisition Corp.

                                       -2-

<PAGE>




     4. Salary.

          4.1. The Company shall pay and Executive shall accept a base salary at
     the rate of two hundred thousand dollars ($200,000) per year while employed
     during the first eighteen (18) months of the Initial  Employment  Term. The
     Company shall pay and  Executive  shall accept a base salary at the rate of
     three hundred  thousand  dollars  ($300,000) per year while employed during
     the  second  eighteen  (18)  months  of the  Initial  Employment  Term.  Of
     Executive's  base  salary set forth  above,  twenty five  thousand  dollars
     ($25,000)  shall be deemed to be compensation to Executive for his services
     in  connection  with the  production  of the Radio  Show.  The  balance  of
     Executive's  salary  shall  be  deemed  to be  compensation  for his  other
     services hereunder.

          4.2.  All amounts of salary  shall be payable in  accordance  with the
     Company's normal payroll  practices,  which is currently on a monthly basis
     in arrears. In no event shall salary be paid less than monthly. All amounts
     of salary or other compensation which may become payable hereunder shall be
     subject to such withholding as is required by law.

     5. Benefits; Expenses.

          5.1.  Executive  shall be entitled to fifteen (15)  vacation  days per
     year during the Initial  Employment  Term and twenty (20) vacation days per
     year during the Option Term, if the Option Term is exercised, in accordance
     with the Company's  vacation  policy.  Vacation time shall be taken at such
     times as the Company  reasonably  approves.  Executive shall be entitled to
     participate  in any Executive  benefit plan from time to time in effect for
     the benefit of Executives and other  executives of the Company at a similar
     level,  including,  but not limited to,  health  insurance,  the  Company's
     401(k) Plan and similar benefits.

          5.2. The Company shall pay for or reimburse  Executive for  reasonable
     and necessary  out-of-pocket expenses incurred in the course of Executive's
     employment against presentation of documentation in accordance with Company
     policy.

          5.3.  The  Board of  Directors  of the  Company  may,  in its sole and
     absolute  discretion,  elect to award  Executive a bonus during any year of
     the Employment Term.

     6. Death; Disability; Termination for Cause; Termination without Cause.

          6.1. This  Agreement  shall  terminate  immediately  upon the death of
     Executive.

          6.2.  If the  Company  determines  in its good faith  discretion  that
     Executive  is unable to perform the  services  required to be  performed by
     Executive  pursuant to the terms of this Agreement by reason of Executive's
     physical or mental  disability  and if the  Executive has failed to perform
     such services for an aggregate of one hundred  twenty (120) days within any
     three hundred sixty (360) day period, the Company may terminate Executive's

                                       -3-

<PAGE>



     employment  under this  Agreement  by giving  written  notice  thereof  and
     Executive's employment shall terminate upon the date of such notice.

          6.3.  The  Company  may  terminate  Executive's  employment  for Cause
     provided  that  Amari is given  reasonable  advance  written  notice by the
     Company of such Cause and,  with  respect to items (a) and (b) below,  such
     default  shall  remain  uncured for five (5) days from  Amari's  receipt of
     notice of the matter  giving  rise to such  Cause.  "Cause"  shall mean (a)
     Executive's  repeated  failure or refusal to perform,  observe or otherwise
     comply with any  reasonable  written  request or  directive of the Board of
     Directors  of the  Company,  the CEO of an  executive  nature or  otherwise
     consistent with Executive's position under this Agreement;  (b) Executive's
     failure to devote all of his  business  time and  attention to the business
     and affairs of the Company; (c) the wilful misappropriation by Executive of
     funds or property of the Company;  (d)  Executive's use of illegal drugs or
     excessive use of alcohol; (e) conviction of Executive in a court of law of,
     or Executive entering into a plea of guilty or no contest to, any felony or
     crime  associated  with his employment  with the Company or involving moral
     turpitude; (f) any breach by Executive of any confidentiality provision set
     forth in this  Agreement  or the  confidentiality,  non-competition  and/or
     non-solicitation  provisions in the Merger  Agreement;  or (g)  Executive's
     commission  in bad faith of any act which  injures or could  reasonably  be
     expected to injure the reputation,  business or business  relationships  of
     the Company. It will be in the sole discretion of the Board of Directors of
     the  Company  whether a default  of item (a) or (b) above has been cured by
     Executive to the  satisfaction  of the Board during the five (5) day period
     after Executive receives notice thereof; it being understood that Executive
     has not waived his rights to claim in an applicable  court of law that such
     termination was unjustified and that any such determination by the Board of
     Directors of the Company was erroneous.

          6.4. If at any time during his employment with the Company,  Executive
     is  indicted  or  formally  charged  for  any  crime  associated  with  his
     employment with the Company or involving moral turpitude or that may result
     in a felony  conviction,  the  Company  shall have the  right,  in its sole
     discretion,  to  suspend  all salary and other  payments  due to  Executive
     hereunder  until  there has been a final  adjudication  of such matter (the
     "Suspension Period"). If Executive is convicted of such a crime or enters a
     plea of guilty or no contest,  then Executive's  employment shall be deemed
     terminated  for Cause as of the date of  Executive's  indictment  or formal
     charges for such crime and the Company shall be under no obligation to make
     any payments to Executive.  If after a final adjudication  Executive is not
     convicted  of such a crime and has not  plead  guilty  or no  contest,  the
     Company  shall make a lump sum payment to  Executive  equal to the payments
     which  were  due  and  payable  by the  Company  to  Executive  during  the
     Suspension Period.

          6.5. If this  Agreement is terminated  pursuant to Paragraph 6.1, 6.2,
     or 6.3 hereof,  the Company shall be obligated to pay, and Executive or his
     estate shall be entitled to receive,  accrued salary and  reimbursement for
     expenses through the date of termination.  Rights and benefits,  if any, of
     the  Executive  or his  estate  under  any  employee  benefit  plan will be
     determined in accordance with the terms and conditions of such plan. In the
     event of such a  termination,  (i) except for the amounts  due  pursuant to
     this  Paragraph  6.5,  the  Company  shall  have no  further  liability  or
     obligation to Executive arising out of Executive's employment and (ii)

                                       -4-

<PAGE>



     except as provided in Articles IX and X of the Supplemental Agreement,  the
     Executive shall have no further obligations under this Agreement,  subject,
     however,  to any claim of the Company against Executive arising as a result
     of termination by the Company for "Cause" pursuant to Paragraph 6.3.

          6.6.  Subject to  Paragraph  6.7 below,  if  Executive  is  terminated
     without  Cause,  Executive  shall have the right to receive  (i) his unpaid
     salary and other payments  through the end of the Initial  Employment  Term
     (or the Option Term, if such termination  occurs during the Option Term) at
     such times as Executive would have been entitled to receive such amounts if
     Executive's  employment had not been terminated without Cause, and (ii) all
     stock and  options  that  Executive  is  entitled  to receive  (when and if
     earned) under the Supplemental Agreement pursuant to the terms thereof.

          6.7.  Notwithstanding  Paragraph 6.6 above,  if EBITDA (as defined and
     calculated in accordance with the  Supplemental  Agreement) for the Company
     and its subsidiary,  Acquisition  Corp., in each of the full calendar years
     prior  to  the  date  of  Executive's  termination  without  Cause  exceed,
     respectively,  $600,000 in 1998 (excluding any earnings attributable to the
     Target  Companies),  $800,000 in 1999 and  $1,050,000 in 2000,  the Company
     shall be obligated to (i) make a lump sum payment to Executive  (in lieu of
     the payments set forth in Paragraph  6.6 above) equal to the balance of his
     salary and other payments due to him under this Agreement for the remainder
     of the  Initial  Employment  Term or the Option  Term (if such  termination
     occurs  during  the  Option  Period),  as the case may be,  and (ii) send a
     notice to the escrow agent to  immediately  release to Executive  the stock
     and  options  held in  escrow  pursuant  to the  terms of the  Supplemental
     Agreement that Executive would have been entitled to receive after the date
     of  termination,  assuming for this purpose that the highest EBITDA targets
     for each year set forth in Section 2.5 of the  Supplemental  Agreement were
     achieved by the Company and Acquisition Corp.

          6.8.  Nothing  contained in this Agreement (and no event of default or
     Cause hereunder) shall be deemed to reduce,  restrict,  limit, or take away
     any  rights  Executive  may have to  receive  any  other  consideration  or
     compensation  (including cash, stock and options) under any other agreement
     between Employee and/or any entities owned or controlled by him, on the one
     hand, and Company, Acquisition Corp. and/or ABC, on the other hand.

     7. Confidential Information.

          7.1.  Executive  shall,  during the  Employment  Term and at all times
     thereafter, treat all Confidential Material (as hereinafter defined) of the
     Company or any of the Company's subsidiaries, affiliates or parent entities
     (the Company and the Company's subsidiaries, affiliates and parent entities
     being  hereinafter   collectively  referred  to  as  the  "Company  Group")
     confidentially.  Executive shall not,  without the prior written consent of
     the Board of Directors of the Company, disclose such Confidential Material,
     directly or indirectly,  to any party who at the time of such disclosure is
     not an  Executive  or agent of any member of the Company  Group,  or remove
     from the Company's  premises any notes or records relating thereto,  copies
     or facsimiles  thereof (whether made by electronic,  electrical,  magnetic,
     optical, laser, acoustic or other means).

                                       -5-

<PAGE>



     Executive  agrees that all Confidential  Material,  together with all notes
     and records of Executive  relating  thereto,  and all copies or  facsimiles
     thereof in the  possession  of Executive  (whether made by the foregoing or
     other means) are the exclusive property of the Company. Executive shall not
     in any manner use any  Confidential  Material of the Company Group,  or any
     other  property  of any  member of the  Company  Group,  in any  manner not
     specifically  directed by the Company or in any way which is detrimental to
     any member of the Company Group.

          7.2. For the purposes hereof, the term  "Confidential  Material" shall
     mean  information  concerning  the  activities,  business or affairs of any
     member of the  Company  Group or any of the  customers  or  clients  of any
     member of the Company Group or any third party with which the Company has a
     contractual  relationship  of the type which would normally be deemed to be
     confidential,  including, without limitation,  information concerning trade
     secrets, sales and financial  information,  information concerning business
     methods,  operational  processes,  products  and  projects in  development,
     details of  contractual  relationships  between  the  Company and any third
     party  marketing plans or techniques,  client and customer  lists,  mailing
     lists, data, databases,  software, works in progress, manuals,  catalogues,
     and price lists,  which  information is conceived or developed by Executive
     alone or with  others,  or  furnished  to  Executive  by any  member of the
     Company  Group or any of its  agents,  customers  or clients,  as such,  or
     otherwise  acquired by  Executive in the course of  Executive's  employment
     with the  Company or the  Company's  predecessors  in  interest;  provided,
     however,   that  the  term   "Confidential   Material"  shall  not  include
     information which (i) becomes generally  available to the public other than
     as a result of a disclosure  by  Executive,  or (ii)  becomes  available to
     Executive on a  non-confidential  basis from a source other than any member
     of the Company Group or any of its agents,  customers or clients,  as such,
     provided that such source is not bound by a confidentiality  agreement with
     any  member  of the  Company  Group  or any of such  agents,  customers  or
     clients.

          7.3. Promptly upon the request of the Company, Executive shall deliver
     to the  Company  all  Confidential  Material  relating to any member of the
     Company  Group in the  possession  of  Executive  without  retaining a copy
     thereof.

          7.4.  In the event that  Executive  is  required,  by oral  questions,
     interrogatories,  requests for  information or documents,  subpoena,  civil
     investigative  demand or similar  process,  to  disclose  any  Confidential
     Material  relating  to any member of the  Company  Group,  Executive  shall
     provide the Company with prompt notice thereof so that the Company may seek
     an appropriate  protective  order and/or waive compliance by Executive with
     the  provisions  hereof;  provided,  however,  that if in the  absence of a
     protective order or the receipt of such a waiver, Executive is compelled to
     disclose  Confidential  Material not otherwise disclosable hereunder to any
     legislative,  judicial or regulatory body, agency or authority,  or else be
     exposed to liability  for  contempt,  fine or penalty or to other  censure,
     such Confidential Material may be so disclosed, provided such disclosure is
     limited  to  the  specific  information  required  to  be  disclosed.   Any
     reasonable   costs  or  expenses  of  Executive  in  connection   with  his
     cooperation  hereunder  shall be reimbursed  by the Company,  provided such
     disclosure is not a result of a Cause event.

     8. Remedies. The parties hereby acknowledge and agree that the restrictions
set forth in  Paragraphs 7 of this  Agreement  are  reasonable  and necessary to
protect the

                                       -6-

<PAGE>



Company's legitimate business interests. Executive acknowledges that a breach or
threatened breach by Executive of Paragraph 7 may cause the Company  irreparable
harm;  therefore,  the Company shall be entitled, in addition to any other right
and remedy it may have, at law or in equity,  to seek an injunction,  under such
terms as may be  approved by a court of  competent  jurisdiction,  enjoining  or
restraining  Executive from any violation or threatened violation of Paragraph 7
of this Agreement.

     9.  Representation and Warranty.  Executive  represents and warrants to the
Company that Executive is not subject to any non-compete,  non-solicitation,  or
other  restriction  which may prevent  Executive  from  performing  the services
contemplated  by this  Agreement and that as of the date hereof,  to Executive's
knowledge,  Executive does not have any illness or physical or metal  disability
that would prevent Executive from performing his services hereunder.

     10. Waivers.  No waiver by either party of any breach or non-performance of
any provisions or  obligations of this Agreement  shall be deemed to be a waiver
of any preceding or succeeding breach of the same or any other provision of this
Agreement.

     11.  Notices.  All notices or other  communications  required or  permitted
under  this  Agreement  shall be in  writing  addressed  to the  parties  at the
addresses  set forth  below and shall be deemed to be given upon the  earlier of
(i)  actual  delivery  by hand,  or (ii) three (3) days  after  being  mailed by
registered or certified mail, return receipt requested:

                           if to the Company, to:

                           Classic Radio Acquisition Corp.
                           20 Community Place
                           P.O. Box 2346
                           Morristown, NJ 07962-2346
                           Attn: Michael Herrick
                           Telephone No.: 973-539-1390
                           Facsimile No.: 973-539-0596

                           and

                           Audio Book Club, Inc.
                           2295 Corporate Blvd., N.W.
                           Suite 222
                           P.O. Box 5010
                           Boca Raton, FL 33431
                           Attn: Norton Herrick
                           Telephone No.: 561-241-9880
                           Facsimile No.: 561-241-9887

                                       -7-

<PAGE>




                           with a copy to:

                           Frankfurt, Garbus, Klein & Selz, P.C.
                           488 Madison Avenue
                           New York, New York 10022
                           Attention: Gary A. Schonwald, Esq.
                           Telephone No.: 212-826-5583
                           Facsimile No.: 212-593-9175

                           if to Executive, to:

                           Mr. Carl Amari
                           11 Cutters Run
                           South Barrington, IL 60010
                           Telephone No.: 847-428-9485

                           with a copy to:

                           Schwartz & Freeman
                           401 North Michigan Avenue
                           Suite 1900
                           Chicago, IL 60611-4206
                           Telephone No.: 312-222-6683
                           Facsimile No.: 312-222-0818


     12.  Assignment.  Executive  may not  assign  this  Agreement  or any  part
thereof,  and any  assignment in violation of this  provision  shall be null and
void ab initio. Notwithstanding the foregoing, nothing herein shall preclude one
or more beneficiaries of Executive from receiving any amount that may be payable
following the  occurrence of his legal  incompetency  or his death and shall not
preclude the legal  representative  of his estate from  receiving such amount or
from  assigning any right  hereunder to the person or persons  entitled  thereto
under his will or, in the case of intestacy,  to the person or persons  entitled
thereto under the laws of intestacy applicable to his estate. In the event of an
assignment of this Agreement by the Company,  it is understood  that the Company
and ABC shall remain liable for the assignee's  performance  of this  Agreement,
unless such  assignment  is to a public  company  with a tangible  net worth and
gross  revenues not less than the  tangible net worth and gross  revenues of ABC
and its affiliates at the time of the assignment of this Agreement.

     13. Severability.  In the event that any provision of this Agreement or the
application thereof becomes or is declared by a court of competent  jurisdiction
to be illegal,  void or  unenforceable,  the  remainder of this  Agreement  will
continue in full force and effect and the application of such provision to other
persons or  circumstances  will be  interpreted  so as  reasonably to effect the
intent of the parties hereto. The parties further agree to replace such void

                                       -8-

<PAGE>



or  unenforceable  provision  of this  Agreement  with a valid  and  enforceable
provision that will achieve, to the extent possible, the economic,  business and
other purposes of such void or unenforceable provision.

     14.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, all of which shall be considered one and the same agreement.

     15. Entire  Agreement.  This Agreement  constitutes the entire agreement of
the parties  with respect to its subject  matter  hereof and may not be amended,
supplemented,  canceled,  or discharged except by a written instrument signed by
both parties.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

                                           CLASSIC RADIO HOLDING CORP.


                                           By: /s/ Norton Herrick
                                               ---------------------------------
                                                   Authorized Officer



                                               /s/ Carl Amari
                                               ---------------------------------
                                                     Carl Amari


Solely with respect to Paragraph 3.7 hereof:

CLASSIC RADIO ACQUISITION CORP.



By: /s/ Norton Herrick
   --------------------------------
       Authorized Officer


                                       -9-

<PAGE>



     ABC hereby unconditionally and irrevocably guarantees the full and complete
payment and  performance  of all duties,  obligations,  promises,  covenants and
undertakings of the Company set forth herein including,  without limitation, the
provisions of Paragraph 3.3 hereof.


                                         AUDIO BOOK CLUB, INC.



                                         By: /s/ Norton Herrick
                                             ---------------------------------
                                                  Authorized Officer
                                            
                                      -10-

<PAGE>


                                   SCHEDULE 1

                                EBITDA THRESHOLDS


Period                                                  EBITDA Threshold*
------                                                  -----------------

January 1, 1998 - December 31, 1998                         $700,001**

January 1, 1999 - December 31, 1999                         $900,001

January 1, 2000 - December 31, 2000                         $1,150,001




*    EBITDA shall be calculated in accordance with the terms of the Supplemental
     Agreement.

**   Includes 1998 EBITDA for Radio  Spirits,  Inc.  through the Merger Date and
     EBITDA for the Company and Classic Radio  Acquisition  Corp. for the period
     beginning  on the  Merger  Date and  ending  December  31,  1998,  which is
     attributable to the business of Radio Spirits, Inc. and such other business
     as shall be included in the EBITDA  calculation  for the fiscal year ending
     December 31, 1998 as provided in the Supplemental Agreement.

                                      -11-