American Radio Empire, Inc. 13210 Kerrville Folkway, Building G, Austin, Texas 78729-7522 Dear Mr. Schult: This will confirm the terms of the amendment to your Employment Agreement dated December 15, 2000 (the "Agreement"), with American Radio Empire,...

                          American Radio Empire, Inc.
          00000 Xxxxxxxxx Xxxxxxx, Xxxxxxxx X, Xxxxxx, Xxxxx 00000-7522






Dear Xx. Xxxxxx:

        This will confirm the terms of the amendment to your Employment Agreement
dated December 15, 2000 (the "Agreement"), with American Radio Empire, Inc. (the
"Company"). Notwithstanding the terms of the Agreement, you have agreed that you
have waived any right that you have to collect compensation or any other amount
due to you under the Agreement for services rendered through December 31, 2003.

        If this conforms to your understanding of our agreement, please acknowledge
your agreement below.

                                                     Sincerely,

                                                     /s/  Xxxx X. Xxxxxx

                                                     Xxxx X. Xxxxxx
                                                     President


Accepted and agreed as of the
1st day of January, 2004:


/s/  Xxxx X. Xxxxxx
Xxxx X. Xxxxxx