<PAGE>

                                                                   EXHIBIT 10.20

                             EMPLOYMENT AGREEMENT

          This Agreement ("Agreement") is entered into by and between Ivan
Shulman ("Employee") and METRO TRAFFIC CONTROL, INC., a Maryland corporation
with its principal office located in Harris County, Texas (the "Company").

                                  WITNESSETH:

            WHEREAS, the Company is in the business of managing a sales force,
     selling broadcast and other advertising, and developing, producing and
     broadcasting traffic, news, sports, weather and other information reports
     throughout the United States; and

            WHEREAS, Employee has extensive management, marketing and operations
     experience; and

            WHEREAS, the Company and Employee entered into an agreement
     effective July 1, 1995 (the "Prior Agreement"); and

            WHEREAS, the Company desires to continue to engage the services of
     Employee to serve as Vice President-Marketing of the Company on the terms
     and conditions herein contained; and

            NOW, THEREFORE, for and in consideration of the mutual covenants and
     agreements herein contained, the parties hereto agree as follows:

        1.  EMPLOYMENT.  The Company hereby employs Employee, and Employee
accepts such employment, and agrees to devote Employee's full time and efforts
to the interests of the Company upon the terms and conditions hereinafter set
forth.  Upon the Effective Date (as hereinafter defined), the Prior Agreement
shall be terminated and null and void.  The parties agree that upon the payment
of the lesser  of (i) one hundred thousand ($100,000.00) dollars and (ii) all
bonus amounts accrued Employee pursuant to the Prior Agreement prorated to June
30, 1996, minus twelve thousand ($12,000.00), dollars all amounts due and owing
pursuant to the Prior Agreement shall have been paid in full.  The parties agree
that such payment shall be made the later of (i) on or about September 30, 1996
and (ii) within thirty (30) days following the Effective Date (as hereinafter
defined).

        2.  TERM OF EMPLOYMENT.  Subject to the provisions for termination
hereinafter provided, Employee's term of employment by the Company shall
commence on the effective date of an initial public offering (the "Public
Offering") of the Company's proposed parent company (the "Effective Date") and
shall continue in effect
<PAGE>

until three (3) years following the closing of the Public Offering (the "Term");
provided, however, the Company shall have the right to terminate this Agreement
on the second anniversary of the closing of the Public Offering by giving the
Employee written notice of such termination at least ninety (90) days prior to
such second anniversary. Unless otherwise terminated pursuant hereto, if
Employee continues to be employed by the Company after the Term, then Employee's
employment shall be deemed to continue on a month-to-month basis until such time
as either party shall deliver written notice to the other party and this
Agreement shall terminate ninety (90) days after the giving of such notice.
Except as otherwise set forth herein, if either party hereto desires to
terminate this Agreement at the end of the Term or thereafter, the same ninety
(90) days prior written notice shall apply. Further, if the Public Offering does
not close on or before December 31, 1996, this Agreement shall be null and void
and the Prior Agreement shall remain in full force and effect. The period from
the Effective Date through the date ninety (90) days from the date any notice of
termination referred to above is delivered is hereinafter referred to as the
"Employment Period".

        3.  SERVICES TO BE RENDERED BY EMPLOYEE.

          (a)  During the Employment Period, Employee shall serve as Vice
President- Marketing of the Company or in such other position as is determined
from time to time by the Board of Directors of the Company or if the Company has
a parent company, such parent company's Board of Directors (the "Board of
Directors").  Subject to the direction of the Chief Executive Officer of the
Company, the Board of Directors or its designee, Employee shall perform such
duties as from time to time may be delegated to Employee by the Chief Executive
Officer, the Board of Directors, or their designee.  Employee shall devote all
of his professional time, energy and ability to the proper and efficient conduct
of the Company's business.  Employee shall observe and comply with all
reasonable lawful directions and instructions by and on the part of the Chief
Executive Officer, the Board of Directors or their designee and endeavor to
promote the interests of the Company and not at any time do anything which may
cause or tend to be likely to cause any loss or damage to the Company in
business, reputation or otherwise.

          (b)  The Company may from time to time call on Employee to perform
services related to the business of developing and broadcasting traffic, news,
sports and weather reports, which may include (in the Company's sole discretion)
contributing to the day-to-day management and operation of such business,
soliciting Sponsors, Corporate Affiliates (as such terms are defined in Section
20 hereof) or customers or dealing with their accounts, or the television or
radio broadcast of traffic, news, sports and weather reports, or other
activities related to the Company's business, as reasonably specified from time
to time by the Chief Executive Officer, the Board of Directors or their
designee.

                                  Page 2 of 13
<PAGE>

Subject to the foregoing, Employee's specific responsibilities shall include
hiring, training, managing and motivating the Company's employees. The Company
may, in its sole discretion, restrict, expand, change or otherwise alter the
Employee's duties, title and responsibilities. Any change shall be binding on
Employee for all purposes of this Agreement.

           (c)  Employee acknowledges that Employee will have and owe fiduciary
duties to the Company and its shareholders including, without limitation, the
duties of care, confidentiality and loyalty.

           (d) Employee acknowledges that the Company does not allow personal
trade, including but not limited to automobiles.

        4.  COMPENSATION.

          (A) BASE SALARY.  For the services to be rendered by Employee during
Employee's employment by the Company, the Company shall pay Employee, and
Employee agrees to accept, a monthly base salary (the "Base Salary") of SIXTEEN
THOUSAND SIX HUNDRED and SIXTY-SEVEN Dollars and SIXTY-SEVEN Cents ($16,666.67).
Employee's Base Salary shall be payable semi-monthly in arrears on the tenth day
and on the twenty-fifth day of each calendar month or such other date in
conformity with the Company's payroll policies in effect from time to time. The
Base Salary shall increase five (5%) percent for each year per annum during the
Term on the anniversary of the closing of the Public Offering.

          (B) BONUS.  Employee shall be eligible for a bonus of up to SEVENTY-
FIVE THOUSAND ($75,000.00) Dollars per annum (the "Discretionary Bonus"), in the
sole discretion of the Board of Directors (or if the Company has a parent
company, the Board of Directors of such parent company) or its Compensation
Committee. The Discretionary Bonus potential shall increase by five (5%) percent
per annum for each year during the Term on the anniversary of the closing of the
Public Offering.

          (C) STOCK OPTIONS. Upon the effective date of the Public Offering,
Employee will be granted options under the Company's proposed parent company's
1996 Incentive Stock Option Plan (the "1996 Plan") to purchase THIRTY-FIVE
THOUSAND (35,000) shares of the Company's proposed parent company's common stock
pursuant a stock option agreement substantially in the form attached hereto as
Exhibit A.  Additional options may be granted in the sole discretion of the
Board of Directors of the Company (or if the Company has a parent company, the
Board of Directors of such parent company) or its Compensation Committee.  Such
stock options shall be immediately null and void if the Public Offering does not
close.

                                  Page 3 of 13
<PAGE>

          (D) CUSTOMARY EMPLOYEE DEDUCTIONS.  For any and all compensation paid
by the Company to Employee pursuant to this Section 4, the Company shall be
entitled to deduct income tax withholdings, social security and other customary
employee deductions in conformity with the Company's payroll policies in effect
from time to time.

       5.   EXPENSES.  Subject to compliance by Employee with such policies
regarding expenses and expense reimbursement as may be adopted from time to time
by the Company, the Company shall reimburse Employee, or cause Employee to be
reimbursed, in cash for all reasonable expenses.  The Company currently
maintains trade relationships for restaurants, hotels, automobile rentals,
courier services, promotional items, etc. which may be used from time to time to
cover ordinary and necessary expenses of Employee and for reimbursement.  Except
as expressly set forth in this Section 5, any out-of-pocket cash expenses
incurred by Employee shall be at his own expense and without reimbursement by
the Company.  Employee agrees that no travel expense will be reimbursed unless
booked through the Company's travel department.

       6.   BENEFITS.

          (A) COMPANY PLANS; INSURANCE.  During the term of Employee's
employment hereunder, Employee shall be entitled to participate in all benefit
plans, programs, group insurance policies, vacation sick leave and other
benefits that may from time to time be established by the Company for its
employees, provided that Employee is eligible under the respective provisions
thereof.

          (B) VACATION.  Employee shall be entitled each year to a vacation in
accordance with the prevailing practice of the Company in regard to vacations
for its employees.

       7.   TERMINATION OF EMPLOYMENT.

          (a) During the Employment Period, the Company shall have the right, if
exercised in good faith, to terminate the employment of Employee hereunder
immediately by giving prior written notice thereof to Employee in the event of
any of the following:

     (i) if Employee has (A) willfully failed, refused or habitually has
     neglected to carry out or to perform the reasonable duties required of
     Employee hereunder or otherwise breached any provision of this Agreement
     (other than Sections 8, 9 and 12 hereof, which are governed by Section
     7(a)(iv) hereof) after notice from the Chief Executive Officer, the Board
     of Directors or their designee of such failure or neglect and the
     expiration of thirty (30) days following the delivery of such notice which
     failure or neglect has remained unremedied, (B) willfully

                                  Page 4 of 13
<PAGE>

     breached any statutory or common law duty; or (C) breached Section 3(c) or
     3(d) of this Agreement.

     (ii)  if Employee is convicted of a felony or a crime involving moral
     turpitude or if the Company, acting in good faith and upon reasonable
     grounds, determines that Employee has willfully engaged in business conduct
     which would injure the reputation of the Company or otherwise adversely
     affect its interest if Employee were retained as an employee of the
     Company;

     (iii)  if Employee becomes unable by reason of physical disability or other
     incapacity (as may be defined in applicable disability insurance policies)
     to carry out or to perform the duties required of Employee hereunder for a
     continuous period of ninety (90) days; provided, however, that Employee's
     compensation during any period in which Employee is unable to perform the
     duties required of Employee hereunder shall be reduced by any disability
     payments (excluding any reimbursements for medical expenses and the like)
     which Employee is entitled to receive under group or other disability
     insurance policies of the Company during such period;

     (iv) if Employee breaches any of the provisions of Section 8, 9 or 12
     hereof or breaches any of the terms or obligations of any other
     noncompetition and/or confidentiality agreements entered into between
     Employee and the Company, or the Company's Related Entities (as defined in
     Section 20 hereof), if any; or

     (v) if employee steals or embezzles assets of the Company.

          (b) Employee's employment with the Company shall automatically
terminate (without notice to Employee's estate) upon the death or loss of legal
capacity of Employee.

          (c) In the event of any termination of employment pursuant to this
Section 7, Employee (or Employee's estate, as the case may be) shall be entitled
to receive (i) the Base Salary herein provided prorated to the date of such
termination, (ii) Employee's present entitlement, if any, under the Company's
employee benefit plans and programs and (iii) no other compensation.

       8. NO CONFLICT OF INTEREST; PROPER CONDUCT; COVENANT NOT TO COMPETE.

          (a) The Company and Employee acknowledge and agree that the Company
expects to divulge to Employee certain confidential information and trade
secrets relating to the Company's business,  provide information relating to the
Company's customer base and otherwise provide Employee with the ability to

                                  Page 5 of 13
<PAGE>

injure the Company's goodwill unless certain reasonable restrictions are imposed
upon Employee which are contained in this Section.  Employee agrees that such
restrictions are reasonable and necessary to protect the goodwill, confidential
information and other legitimate business interests of the Company and such
restrictions are entered into freely by Employee.

          (b)  While employed by the Company, Employee will not compete with the
Company, directly or indirectly, either for Employee or as a member of any
association, partnership, joint venture, limited liability partnership or
limited liability company or other entity, or as a stockholder (except as a
stockholder of less than one percent (1%) of the issued and outstanding stock of
a publicly-held corporation whose gross assets exceed $100,000,000), investor,
officer or director of a corporation, or as an employee, agent, trustee,
associate or consultant of any person, association, trust, partnership, joint
venture, registered limited liability partnership or limited liability company,
corporation  or other entity, in any business in competition with that carried
on by the Company or its Related Entities.  Employee shall not, without the
Company's prior written consent, engage in any activity during Employee's
employment that would conflict with, interfere with, impede or hamper the
performance of Employee's duties for the Company or would otherwise be
prejudicial to the Company's business interests.  Employee shall refrain from
any offensive or distasteful remarks or conduct in performance of Employee's
duties and shall faithfully comply to the best of Employee's ability with all of
the Company's decisions relating to on-the-air material and the manner of
delivering or using same. Employee shall not commit any act or become involved
in any situation or occurrence that, in the Company's reasonable judgment, could
tend to bring Employee or the Company into public disrepute, contempt, scandal
or ridicule, could provoke, insult or offend the community or any group or class
thereof, or could reflect unfavorably upon the Company or any of its Sponsors or
Corporate Affiliates.  Employee shall comply with all applicable laws and
regulations governing the Company and its business, including without
limitation, regulations promulgated by the Federal Communications Commission or
any other regulatory agency.

          (c) Employee further agrees that, for a period of one (1) year from
and after Employee's last day of employment under this Agreement (the
"Noncompetition Period"), because of disability or termination by the Company
(with or without cause), Employee will not engage in or carry on, directly or
indirectly, either for Employee or as a member of an association, trust,
partnership, joint venture, limited liability partnership or limited liability
company or other entity, or as a stockholder (other than as a stockholder of
less than one percent (1%) of the issued and outstanding stock of a publicly-
held corporation, whose gross assets exceed $100,000,000), or as an investor,
officer or director of a corporation, or as an employee, agent, trustee,
associate or consultant of any person, association, trust, partnership,

                                  Page 6 of 13
<PAGE>

corporation, joint venture, registered limited liability partnership or limited
liability company, or other entity, any business in any standard metropolitan
statistical area (according to the SMSA definitions published from time to time
by the National Census Bureau/National Bureau of Labor Statistics) comprising
any part of the territory in which the Company (or any Related Entity) was or
had been engaged prior to the date of termination, which business is the same as
or substantially similar to any business engaged in by the Company (or any
Related Entity) on the date of termination of employment as provided herein.
The activities of Employee sought to be restricted by the provisions of this
Section 8(c) shall include, without limitation, (i) the management or operation
of a traffic, news, weather, sports or other information report gathering and
broadcast service, (ii) soliciting Sponsors and dealing with accounts with
respect thereto, (iii) soliciting Corporate Affiliates to enter into any
contract or arrangement with any person or organization to provide traffic,
news, weather, sports or other information report gathering or broadcast
services, (iv) broadcasting traffic, news, weather or sports reports on
television or radio, (v) the sale or packaging of Competitive Broadcast
Advertising Vehicles, as that term is defined in Section 20 and (vi) forming or
providing operational assistance to any business primarily engaged in the
foregoing activities; provided, that such restricted activities shall exclude
general news gathering or general broadcast responsibilities which involve
traffic, news, weather, sports or other information reports only occasionally or
incidentally, if rendered as a regular employee of a television or radio station
or a network (in a role unrelated to a competitive activity and which network
does not derive the majority of its revenues from traffic, news, sports, weather
or other information reports on a network basis).

          (d) Employee further covenants and agrees that during the
Noncompetition Period, Employee will not either individually, or on behalf of
any other person, association, trust, partnership, joint venture, limited
liability partnership or limited company or other entity as an owner, member,
partner, agent, trustee, shareholder, joint venturer or otherwise, directly or
indirectly, solicit any customer of the Company or its Related Entities in
competition with the Company.

          (e) Employee further agrees that during the Noncompetition Period
Employee will neither employ nor offer to employ nor solicit employment of any
employee or consultant of the Company or its Related Entities.

          (f) Employee further agrees not to solicit, divert or attempt to
divert any business, patronage or customer of the Company or its Related
Entities to Employee or a competitor or rival of the Company or its Related
Entities during the Noncompetition Period.

                                  Page 7 of 13
<PAGE>

          (g) Employee agrees that the limitations set forth herein on
Employee's rights to compete with the Company and its Related Entities are
reasonable and necessary for the protection of the Company and its Related
Entities.  In this regard, Employee specifically agrees that the limitations as
to period of time and geographic area, as well as all other  restrictions on his
activities specified herein, are reasonable and necessary  for the protection of
the Company and its Related Entities.

          (h) Employee agrees that the remedy at law for any breach by Employee
of this Section 8 will be inadequate and that the Company shall be entitled to
injunctive relief (without bond or other undertaking).

          (i) Employee and Company agree that to the extent a court of competent
jurisdiction finds any of the foregoing covenants to be overly broad based on
applicable law, then the parties agree that the court shall reform the covenants
to the extent necessary to cause such covenants to be reasonable and enforce
such covenants as reformed against Employee.

        9.  CONFIDENTIAL INFORMATION AND THE RESULTS OF SERVICES. Employee
acknowledges that the Company has established a valuable and extensive trade in
the services it provides, which has been developed at considerable expense to
the Company.  Employee agrees that, by virtue of the special knowledge that
Employee has received or will receive from the Company, and the relationship of
trust and confidence between Employee and the Company, Employee has or will have
certain information and knowledge of the operations of the Company that are
confidential and proprietary in nature, including, without limitation,
information about Corporate Affiliates and Sponsors.  Employee agrees that
during the term hereof and at any time thereafter Employee will not make use of
or disclose, without the prior consent of the Company, Confidential Information
(as hereinafter defined) relating to the Company and any of its Related Entities
(including, without limitation, its Sponsor lists, its Corporate Affiliates, its
technical systems, its contracts, its methods of operation, its business plans
and opportunities and its trade secrets), and further, that Employee will return
to the Company all written materials in Employee's possession embodying such
Confidential Information.  For purposes of this Agreement, "Confidential
Information" means information obtained by Employee during Employee's employment
relationship with the Company which concerns the affairs of the Company or its
Related Entities and which the Company has requested be held in confidence and
could reasonably  expect to be held in confidence, or the disclosure of which
would likely be embarrassing, detrimental or disadvantageous to the Company or
its Related Entities.  Confidential Information, however, shall not include
information which Employee can show by written document to be:

     (a)  Information that is at the time of receipt by Employee in the public
     domain or is otherwise generally known in the

                                  Page 8 of 13
<PAGE>

     industry or subsequently enters the public domain or becomes generally
     known in the industry through no fault of Employee;

     (b)  Information that at any time is received in good faith by Employee
     from a third party which was lawfully in possession of the same and had the
     right to disclose the same.

The parties hereto agree that the remedy at law for any breach of Employee's
obligations under this Section 9 of this Agreement would be inadequate and that
any enforcing party shall be entitled to injunctive or other equitable relief
(without bond or undertaking) in any proceeding which may be brought to enforce
any provisions of this Section.

       10.  ADVERTISING AND PUBLICITY.  Employee hereby grants the Company the
royalty-free right to use and license others to use Employee's name, nickname,
recorded voice, biographical material, portraits, pictures, and likenesses for
advertising purposes and purposes of trade, promotion and publicity in
connection with the institutions, services and products for the Company, its
Related Entities, Sponsors and Corporate Affiliates, such uses to be at such
times, in such manner and through such media as the Company may in its sole
discretion determine.  Such right shall last for so long as Employee is employed
by the Company and, in connection with the use or exploitation of any material
in which Employee has been involved during Employee's employment, perpetually
thereafter. Employee shall not authorize or release any advertising or
promotional matter or publicity in any form with reference to Employee's
services hereunder, or to the Company's or its related Entities' programs,
Sponsors or Corporate Affiliates, without the Company's prior written consent.

       11.  WORK FOR HIRE.  Employee agrees that any ideas, concepts,
techniques, or computer programs relating to the business or operations of the
Company and its Related Entities which are developed by Employee during
Employee's employment hereunder, including each program and announcement
prepared for broadcast, and the titles, content, format, idea, theme, script,
characteristics, and other attributes thereof, shall be deemed to have been made
within the scope of Employee's employment and therefore constitute works for
hire and shall automatically upon their creation become the exclusive property
of the Company.  To the extent such items are not works for hire under
applicable law, Employee assigns them and any and all intangible proprietary
rights relating thereto to the Company in their entirety and agrees to execute
any and all documents necessary or desired by the Company to reflect the
Company's ownership thereof.

       12.  COMMUNICATIONS ACT OF 1934.  Employee represents and warrants that,
to the best of Employee's knowledge, information and belief, neither Employee
nor any other person has accepted or

                                  Page 9 of 13
<PAGE>

agreed to accept, or has paid or provided or agreed to pay or provide, any
money, service or any other valuable consideration, as defined in Section 507 of
the Communications Act of 1934, as amended, for the broadcast of any matter
contained in programs. Employee further represents and warrants that, during
Employee's employment, Employee shall comply with all legal requirements.

       13.  MERGER OR REORGANIZATION.  In the event of any merger,
consolidation, dissolution or reorganization of the Company (including but not
limited to any reorganization where the Company is not the surviving or
resulting entity), or any transfer of all or substantially all of the assets of
the Company, the provisions of this Agreement shall inure to the benefit of and
shall be binding upon the surviving or resulting partnership or the corporation
(or other entity) or person(s) to which such assets shall be transferred.

       14.  REMEDIES.  Except as it may elect otherwise, the Company shall have
all rights, powers or remedies provided by law or equity for breach of this
Agreement available to it, it being understood and agreed that no one of them
shall be considered as exclusive of the others or as exclusive of any other
rights, powers and remedies allowed by law.  The exercise or partial exercise of
any right, power or remedy shall neither constitute the election thereof nor the
waiver of any other right, power or remedy. Without limiting the generality of
the foregoing, Employee agrees that, in addition to all other rights and
remedies available at law or in equity, the Company shall be entitled to
enforcement of this Agreement in accordance with the principles of equity, the
remedy at law being hereby agreed and acknowledged by Employee to be inadequate.

       15.  WAIVER OF BREACH OF AGREEMENT.  If either party waives a breach of
this Agreement by the other party, that waiver will not operate or be construed
as a waiver of any subsequent breaches.

       16.  ASSIGNMENT.  The rights of the Company hereunder may, without the
consent of Employee, be assigned by the Company to any Related Entity or
successor of the Company or any entity which acquires all or substantially all
of the Company's assets.  Except as provided in the preceding sentence or in
Section 13 hereof, the Company may not assign all or any of its rights, duties
or obligations hereunder without the prior written consent of Employee.  This
Agreement is not assignable by Employee.  Any attempt by Employee to assign this
Agreement, or any portion thereof, shall be deemed null and void and of no force
and effect.

       17.  NOTICES.  All notices, requests, demands and other communications
permitted or required hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered or if deposited in the United States
mail, first class, postage prepaid, registered or certified, addressed as
follows:

                                 Page 10 of 13
<PAGE>

            (a)  If to Employee, addressed to Employee at the address set forth
below Employee's name on the execution page hereof.

            (b)  If to the Company, addressed to:

                       Metro Traffic Control, Inc.
                       2700 Post Oak Blvd., Suite #1400
                       Houston, Texas 77056
                       Attention:  Chief Executive Officer

or to such other address as either party hereto may request by written notice as
herein provided.

       18.  SEVERABILITY.  Any provision hereof prohibited by or unenforceable
under any applicable law of any jurisdiction shall as to such jurisdiction be
deemed ineffective and deleted herefrom without affecting any other provision of
this Agreement. It is the desire of the parties hereto that this Agreement be
enforced to the maximum extent permitted by law, and should any provision
contained herein be held unenforceable, the parties hereby agree and consent
that such provision shall be reformed to make it a valid and enforceable
provision to the maximum extent permitted by law.

       19.  TITLE AND HEADINGS; EXHIBITS.  Titles and headings to Sections
hereof are for the purpose of reference only and shall in no way limit, define
or otherwise affect the provisions hereof. Any and all exhibits referred to
herein are, by such reference, incorporated herein and made a part hereof.

       20.  CERTAIN DEFINITIONS.  As used in this Agreement, the following
capitalized terms shall have the meanings indicated:

          (A) CORPORATE AFFILIATES.  Any organization, entity or person with
whom the Company has a contract or other arrangement to provide traffic, news,
weather, sports or other information, whether by broadcast, computer or any
other means.

          (B) SPONSOR(S).  Any and all advertisers (including their subsidiaries
and affiliates) whose commercial material is to be or is incorporated in any one
or more programs or announcements, live or recorded, broadcast over the
facilities of the Company or by the Company.

          (C) RELATED ENTITY OR RELATED ENTITIES.  Any entity (or entities) that
directly or indirectly controls, is controlled by, or is under common control
with, the Company or David Saperstein or members of his immediate family or
trust for their benefit.  The term "entity" as used in this Section 20(c) means
an individual, corporation, partnership, joint venture, limited liability
partnership or limited liability company, trust, unincorporated organization,
association or other entity whose principal business is gathering, disseminating
or reporting

                                 Page 11 of 13
<PAGE>

traffic, news, sports, weather or other information or the sale or packaging of
Competitive Broadcast Advertising Vehicles. As used in this Section 20(c), the
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a person or
entity, whether through the ownership of voting securities, by contract or
otherwise.

          (D) COMPETITIVE BROADCAST ADVERTISING VEHICLE(S).  An advertising
vehicle shall be deemed to be a Competitive Broadcast Advertising Vehicle if (i)
it consists of five to fifteen second commercial mentions imbedded in any news
break format, news, weather, sports or traffic information broadcast immediately
before or after any such programming, or in connection with such programming,
and (ii) it is offered for sale in a package including the broadcast of such
commercial mentions or identification as a Sponsor of any such programming on
more than three radio stations in any one ADI area of dominant influence as
defined by Arbitron, Inc.

       21.  CHOICE OF LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.

       22.  WAIVER OF RIGHTS AND CONSENT TO ARBITRATION.  Employee shall and
does hereby irrevocably waive the right to file any complaints against the
Company with any federal, state or local agencies, including but not limited to,
the Equal Employment Opportunity Commission, and the Texas or other state
Commission on Human Rights or to file any claim, institute litigation or other
legal action based on the employment relationship or any activity covered by the
terms of this agreement.   The Employee agrees and acknowledges that in exchange
for the relinquishment of those rights that any dispute, controversy or claim
arising out of this Agreement, except for the injunctive relief provided for in
paragraphs 8 and 9 above, or the employment relationship between Employee and
the Company shall be finally settled by arbitration in Houston, Texas in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association in effect on the date of this Agreement and judgment upon the award
may be entered in any court having jurisdiction thereof.

       23.  BINDING EFFECT.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto , their respective heirs, executors,
successors and permitted assigns.

       24.  ENTIRE AGREEMENT AND AMENDMENT.  This Agreement supersedes all prior
understandings and agreements between the parties with respect to the subject
matter hereof.  This Agreement contains the entire agreement of the parties with
respect to the subject matter covered hereby and may be amended, waived or

                                 Page 12 of 13
<PAGE>

terminated only by an instrument in writing executed by both parties hereto.

       25.  EXECUTION BY COMPANY.  Submission of this Agreement to Employee, or
Employee's agents or attorneys, for examination or signature does not constitute
or imply an offer of employment, and this Agreement shall have no binding effect
until execution hereof by both the Company and Employee.

       26.  NO INFERENCE AGAINST AUTHOR.  No provision of this Agreement shall
be interpreted against any party because such party or its legal representative
drafted such provision.

          IN WITNESS WHEREOF, this Agreement is EXECUTED as of the 30th day of
July 1996 to be EFFECTIVE FOR ALL PURPOSES  as of the Effective Date.

                                 "COMPANY"

                                 METRO TRAFFIC CONTROL, INC.

                                 By: /s/ Curtis H. Coleman
                                    -----------------------------
                                 Printed Name: Curtis H. Coleman
                                              -------------------
                                 Title: Senior Vice President
                                       --------------------------

                                 "EMPLOYEE"

                                   /s/ Ivan Shulman
                                  --------------------------------
                                 IVAN SHULMAN

                                 Address: 5142 Braesheather Dr.
                                          Houston, TX 77091

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