schultagreement104



                           AMERICAN RADIO EMPIRE, INC.



December 15, 2000

Mr. Dain Schult
7103 Pine Bluffs Trail
Austin, Texas 78729

Dear Dain:

Please accept this amended  Employment  Agreement  from American  Communications
Enterprises, Inc., ("ARE" or "the Company"). This Agreement supercedes any other
existing agreement, with the understanding that we agree to the following:

                                    Recitals

1.      Dain Schult ("Schult") has acquired outstanding and special skills and
abilities and an extensive background in and knowledge of ARE's industries.

2.      ARE desires the services of Schult, and is therefore willing to engage his
services on the terms and conditions stated below.

3.      Schult desires to be employed by ARE and is willing to do so on those terms
and conditions.

        Now, therefore, in consideration of the above recitals and of the mutual
promises and conditions in this Agreement, it is agreed as follows:

                         Employee's Duties and Authority

The Company has already  hired Schult (and further  codified by the execution of
this amended  agreement)  as its  President  and Chief  Executive  Officer for a
period of no less than five years with automatic five-year term renewals. Schult
is responsible for overseeing the following areas:

        A) Day-to-day oversight of the business operation of all radio stations
           acquired and corporate headquarters;

        B) Such in-station consultation functions as may be required directly by
           you;

        C) Directing the staffing, training and managing of all needed employees;

        D) Investigation, negotiation and acquisition of additional radio
           stations and Internet services;

        E) Overseeing the creation of customized satellite and Internet
           programming for ARE's own radio networks; and




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                           AMERICAN RADIO EMPIRE, INC.



        F) Performing such other functions as the corporation may from time to
           time assign to Schult.

                       Reasonable Time and Effort Required

During his employment, Schult shall devote such time, interest, and effort to
the performance of this Agreement as may be fair and reasonable.

                        Non-Competition During Employment

During the employment term, Schult shall not, in any fashion participate or
engage in any activity or other business competitive with the Employer's
business. In addition, Schult, while employed, shall not take any action without
ARE's prior written consent to establish, form, or become employed by a
competing business on termination of employment by ARE. Schult's failure to
comply with the provisions of the preceding sentence shall give ARE the right
(in addition to all other remedies ARE may have) to terminate any benefits or
compensation that Schult may be otherwise entitled to following termination of
this Agreement.

                                  Compensation

Your compensation will provide you with the following:

   A) A base salary of $137,500 per year with an automatic 10% annual raise.
You will receive equity in the Company in the form of stock, not to be less than
10%. You will be provided specific annual performance goals as an incentive plan
that, should you attain those goals, will pay you an annual bonus equal and
additional shares of restricted ARE stock or stock options at the discretion of
the Board of Directors.

   B) The Company will pay for such key man life insurance as may be required
by its corporate lenders.

   C) The Company will provide you and your family with comprehensive group
medical insurance including dental.

   D) The Company will provide you with a corporate vehicle of your choice or,
in lieu of that, make the monthly car payments of any vehicle you own that will
be designated as the corporate vehicle.

   E) The Company will reimburse you for any and all expenses as may be
reasonably necessary and customary for the direct performance of your
obligations hereunder, including all travel, long distance phone calls, staff
help, office rent and expenses, etc. This will also include the costs of
relocation of your office and even yourself and your family if ever necessary or
desired.




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                           AMERICAN RADIO EMPIRE, INC.




              Employee's Right of Ownership (Intellectual Property)

All inventions, creative programming or marketing ideas conceived or developed
by Schult during the term of this Agreement shall remain the property of Schult,
provided, however, that as to all such inventions with respect that the
equipment, supplies, facilities, or trade secret information of ARE was used, or
that relate to the business of ARE or to ARE's actual or demonstrably
anticipated research and development, or that result from any work performed by
Schult for ARE shall remain the property of ARE. ARE also acknowledges that
Schult has already provided ARE with a number of items, including, but not
limited to broadcast programming formats, slogans, monikers, logos and operating
paperwork systems. These items existed with Schult before the formation of ARE.
Should Schult be involuntarily removed from his position with ARE, ARE must
either immediately cease using any and all of those items or must pay Schult a
licensing fee of no less than $100,000 a year from that point on for as long as
those items are utilized in any form or fashion with ARE.

                           Indemnification By Employer

ARE shall, to the maximum extent permitted by law, indemnify and hold Schult
harmless against, and shall purchase indemnity insurance, if available, on
behalf of Schult for expenses, including reasonable attorney fees, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of Schult's employment by ARE.
The Company shall advance to Schult any expense incurred in defending any such
proceeding to the maximum extent permitted by law.

                      Involuntary Termination of Agreement

Should ever the need arise, by consideration and simple majority vote of the
Board of Directors, for your involuntarily leaving your position and the company
before the end of the existing three year term of this agreement, you will be
paid the remaining balance of that term's salaries in cash at the time of your
departure plus any bonuses or stock options that would be due to you at that
time.

                       Termination or Assignment on Merger

In the event of a merger where ARE is not the surviving entity, or of a sale of
all or substantially all of ARE's assets, ARE may, at its sole option (1) assign
this Agreement and all rights and obligations under it to any business entity
that succeeds to all or substantially all of ARE's business through that merger
or sale of assets, or (2) on at least 30 days' prior written notice to Schult,
terminate this Agreement effective on the date of the merger or sale of assets.
Should ARE elect this second option, the Company must then pay Schult the
remaining balance of his three-year term's salaries in cash, repay Schult for
any and all loans he has made to the Company, reimburse him for any and all
outstanding, out-of-pocket expenses he has incurred and has not yet been
reimbursed for, stock options and enter into a licensing agreement for Schult's
Intellectual Property.




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                           AMERICAN RADIO EMPIRE, INC.



                        Non-disclosure After Termination

Because of his employment by ARE, Schult will have access to trade secrets and
confidential information about ARE, its services, its customers, and its methods
of doing business. In consideration of his access to this information, Schult
agrees that for a period of two years after termination of his employment, he
will not disclose such trade secrets or confidential information.

                        Liquidated Damages (for Employee)

In the event of any material breach of this Agreement on the part of ARE, Schult
at his sole option, may terminate his employment under this Agreement and, at
his sole option, shall be entitled to receive as liquidated damages, the full
amount of the basic salary and incentive compensation provided three years
following Schult's exercise of his option to terminate his employment under this
Agreement. The amounts payable to Schult under this subsection shall be payable
in monthly installments on the first day of each month of the term of these
payments.

                                Entire Agreement

This Agreement contains the entire Agreement between the parties and supersedes
all prior oral and written Agreements, understandings, commitments, and
practices between the parties. No amendments to this Agreement may be made
except by a writing signed by both parties.

                                  Choice of Law

The formation, construction, and performance of this Agreement shall be
construed in accordance with the laws of Texas.

                                     Notices

Any notice to ARE required or permitted under this Agreement shall be given in
writing to ARE, either by personal service or by registered or certified mail,
postage prepaid, addressed to ARE at its then principal place of business. Any
such notice to Schult shall be given in a like manner and, if mailed, shall be
addressed to him at his home address then shown in ARE's files. For the purpose
of determining compliance with any time limit in this Agreement, a notice shall
be deemed to have been duly given (1) on the date of service, if served
personally on the party to whom notice is to be given, or (2) on the second
business day after mailing, if mailed to the party to whom the notice is to be
given in the manner provided in this section.




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                           AMERICAN RADIO EMPIRE, INC.


                                  Severability

If any provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall nevertheless remain in full force and effect.
If any provision is held invalid or unenforceable with respect to particular
circumstances, it shall nevertheless remain in full force and effect in all
other circumstances.

If this is satisfactory and adequately reflects our agreements to date. please
so indicate with your signature below.


___________________________________    Date:_____________

Dain Schult, Chairman, American Radio Empire, Inc.
13210 Kerrville Folkway, Building G, Austin, Texas 78729
(512) 249-9600  FAX-(815) 352-2889



AGREED & ACCEPTED

This __________day of ____________________, 2000


______________________________
Dain L. Schult (individually)