EXECUTION COPY -------------- KIXA(FM) TIME BROKERAGE AGREEMENT This Time Brokerage Agreement (the "Agreement"), made as of the 17th day of December, 1997, is between Topaz Broadcasting, Inc., a Delaware corporation ("Topaz"), programmer of radio...

Exhibit 10(k)

EXECUTION COPY
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KIXA(FM) TIME BROKERAGE AGREEMENT

This Time Brokerage Agreement (the "Agreement"), made as of the 17th
day of December, 1997, is between Topaz Broadcasting, Inc., a Delaware
corporation ("Topaz"), programmer of radio station KIXA-FM, Lucerne Valley,
California (the "Station"), and Regent Communications, Inc., a Delaware
corporation ("Programmer").

Topaz has entered into an Asset Purchase Agreement dated as of August
29, 1997 under which Topaz has agreed to purchase the Station from RASA
Communications Corp. ("RASA")(the "RASA Purchase Agreement") and is programming
the Station pursuant to a Time Brokerage Agreement dated as of August 29, 1997
between Topaz and RASA, a copy of which is attached hereto as Exhibit A (the
"RASA TBA").

Topaz and Programmer have entered into a Merger Agreement dated as of
December 17, 1997 (the "Merger Agreement"), pursuant to which Topaz will merge
into Programmer on the terms and subject to the conditions set forth in the
Merger Agreement.

Topaz wishes to retain Programmer to provide programming for the
Station pursuant to the terms and conditions set forth in this Agreement and in
conformity with the Station's policies and practices and the rules and
regulations of the Federal Communications Commission ("FCC") concerning such
arrangements. Programmer desires to avail itself of Station's broadcast time for
the presentation of a programming service, including the sale of advertising
time.

For and in consideration of the mutual covenants herein contained, the
parties agree as follows:

1. SALE OF TIME

1.1. BROADCAST OF PROGRAMMING.

(a) During the Term (as defined below) of this Agreement,
Topaz shall make available broadcast time on the Station for the broadcast of
Programmer's programs (the "Programming") for up to One Hundred Sixty-Eight
(168) hours a week except for: (i) downtime occasioned by routine maintenance,
which, except for emergencies, shall be scheduled between 12:00 midnight and
6:00 a.m. and shall otherwise be consistent with prior practice; (ii) up to
three (3) hours per week between the hours of 6:00 and 9:00 a.m.

Sundays during which time RASA may broadcast, at its own expense and pursuant to
the terms of the RASA TBA, programming designed to address the problems, needs,
and issues of the Station's listeners; (iii) times when Programmer's programs
are not accepted or are preempted by RASA in accordance with the provisions of
Section 2.1 of the RASA TBA; and (iv) times when broadcasts are prevented for
reasons beyond the control of RASA or Topaz.

1.2. ACCESS TO STUDIO FACILITIES; DELIVERY OF PROGRAMMING. To enable
Programmer to fulfill its obligations hereunder, Topaz shall make the office and
equipment at the main studio (the "Main Studio") available, for no additional
consideration, to Programmer for its use for the production of Programming under
this Agreement. Programmer accepts complete and full responsibility for the care
and maintenance of such equipment during the Term. If Programmer originates the
Programming from any place other than the Main Studio, Programmer shall be
responsible for delivering the Programming to the Main Studio for broadcast by
Topaz on the Station.

1.3. ADVERTISING AND PROGRAMMING REVENUES. During the Term, Programmer
shall have the exclusive authority to sell for its own account commercial time
on the Station and to retain all revenues from the sale of such advertising. In
accordance with the RASA TBA, the fees due hereunder shall be reduced pro rata
for any Programming preempted by RASA pursuant to Sections 2.1.1 or 2.1.2 of the
RASA TBA for the commercial advantage of RASA, in an arbitrary manner, or
otherwise not based on RASA's good faith determination that the broadcast of
such Programming is not in the public interest.

1.4. PAYMENTS. Programmer shall pay to Topaz the fees set forth on
Schedule 1.4 hereto for the rights granted under this Agreement.

1.5. TERM. The term of this Agreement (the "Term") shall be the period
commencing January 1, 1998 (the "Commencement Date") and terminating on the
earliest of: (a) the Closing under the Merger Agreement; (b) the termination of
the RASA Purchase Agreement in accordance with its terms; (c) the termination of
the RASA TBA in accordance with its terms; or (d) the termination of this
Agreement pursuant to Section 7 hereof.

2. PROGRAMMING AND OPERATING STANDARDS

2.1. RIGHTS AND OBLIGATIONS OF RASA. As and to the extent provided by
law, RASA shall be responsible for the control of the day-to-day operations of
the Station in conformance with its FCC licenses, permits and authorizations.
Without limiting the generality of the foregoing, RASA shall have the rights and
obligations set forth in Sections 2.1.1 - 2.1.6 of the RASA TBA with respect to
programming and technical operations of the Station.

2.2. RIGHTS AND OBLIGATIONS OF PROGRAMMER. Programmer shall not take
any action, or omit to take any action, inconsistent with RASA's obligations
under law to retain ultimate responsibility for the programming and technical
operations of the Station. Without limiting the generality of the foregoing,
Programmer shall have the rights and obligations set forth in Sections 2.2.1 -
2.2.5 of the RASA TBA with respect to programming and technical operations of
the Station.

3. RESPONSIBILITY FOR EMPLOYEES AND EXPENSES

3.1. LICENSEE'S RESPONSIBILITY FOR EMPLOYEES AND EXPENSES.

(a) As set forth in the RASA TBA, RASA shall employ a
full-time managerial-level employee for the Station, who shall report and be
solely accountable to RASA and shall be responsible for overseeing the
operations of the Station generally, and a full-time staff-level employee, who
shall report to and assist the manager in the performance of his and her duties.
RASA will be responsible for the salaries, taxes, insurance and related costs
for its personnel. Whenever on the Station's premises, all of Programmer's
personnel shall be subject to the supervision and the direction of the Station's
General Manager and/or the Station's Chief Operator.

(b) As set forth in the RASA TBA, RASA shall also be
responsible for timely paying (i) all FCC regulatory fees and related attorneys'
fees; (ii) all lease payments, real estate and personal property taxes,
insurance premiums and utility costs (telephone, electricity, etc.) relating to
the Station's transmitter site, transmitter and antenna; (iii) all rent and
costs under the Existing Studio Lease or the New Studio Lease, as defined in the
RASA TBA, including the costs of appropriate levels of property insurance; and
(iv) all maintenance and repair costs on the transmitting equipment, real estate
and personal property taxes, utility costs (telephone, electricity, etc.)
relating to the

existing transmitting site, transmitters and antennas; and maintenance and
repair costs on the transmitting equipment.

3.2. PROGRAMMER'S RESPONSIBILITY FOR EMPLOYEES AND EXPENSES.

(a) Programmer shall be responsible for the artistic personnel
and material for the production of the Programming to be provided under this
Agreement. Programmer shall employ and be responsible for the salaries, taxes,
insurance and related costs for all personnel used in the production of the
Programming.

(b) Programmer shall also be responsible for timely paying all
costs associated with production and listener responses, including telephone
costs, fees to ASCAP, BMI and SESAC, any other copyright fees, and all other
costs or expenses attributable to the Programming that is delivered by
Programmer for broadcast on the Station.

3.3. CONTINUED EMPLOYMENT OF STATION EMPLOYEES.
------------------------------------------

3.3.1 TRANSFERRED EMPLOYEES. Except for the employees set
forth in Section 3.1 or on SCHEDULE 3.3.1, on or prior to the
Commencement Date, Programmer shall offer employment to all employees
of the Station (employees accepting such employment on or after the
Commencement Date being herein referred to as the "Transferred
Employees"). The terms and conditions of Programmer's employment of the
Transferred Employees shall be at-will employment in at least the same
positions, for at least the same direct cash compensation, with medical
insurance effective as of the Commencement Date and including coverage
for any preexisting health conditions that would have been covered
under Topaz's health plan in which the employee was a participant
immediately prior to the Commencement Date and such other benefits as
Programmer provides generally for its other employees; PROVIDED,
HOWEVER, that Programmer shall comply with the terms of any Assumed
Contract, as hereafter defined, relating to any Transferred Employee.

3.3.2. EMPLOYEES ON LEAVE. If as of the Commencement Date any
employee of the Station is on a disability or other authorized
temporary leave from employment by Topaz, Programmer shall offer
employment to such person at such time the person is capable and ready
to return to active status, provided that such

person actually returns to active status within six (6) months after
the Commencement Date. Any such employee who is capable and ready to
return from such a temporary leave from employment by Topaz, who
promptly accepts Programmer's offer of employment and who reports to
work promptly after such acceptance and prior to the expiration of such
six-month period, shall become a Transferred Employee as of the first
day he or she reports to work with Programmer.

3.3.3. VACATION POLICY. For purposes of determining the amount
of any entitlement of any Transferred Employee under Programmer's
vacation policy, Programmer will take into account and credit such
Transferred Employee's length of service with Topaz or RASA as well as
with Programmer, and Programmer will also assume responsibility for the
accrued but unused vacation of all Transferred Employees. As part of
the proration process described in Section 4, Topaz shall make a
payment to Programmer equal to the value of the unused vacation
entitlements of the Transferred Employees as of the Commencement Date.
Programmer shall not assume any obligations under Topaz's sick leave or
severance policies, except for obligations set forth in the Assumed
Contracts.

3.3.4. PRORATION OF SALARIES AND COMPENSATION. Except as
otherwise expressly set forth herein, Topaz shall be solely responsible
for all salaries and other compensation which will or may become
payable to any Transferred Employee in respect of any period of
employment by Topaz prior to the Commencement Date, and Programmer
shall be solely responsible for any salaries and other compensation
which will or may become payable to any Transferred Employee in respect
of any period on and after the Commencement Date.

3.3.5. RESTRICTIONS ON TRANSFER OF TRANSFERRED EMPLOYEES.
During the Term of this Agreement, Programmer shall not hire or
transfer any Transferred Employee to another radio broadcast station
owned or operated by Programmer or an Affiliate (as defined in Section
7.5 hereof) of Programmer.

3.3.6. NO THIRD PARTY BENEFICIARY RIGHTS. No provisions of
this Agreement shall create any third party beneficiary rights of any
employee or former employee (including any beneficiary or dependent
thereof) of Topaz in respect of continued employment (or resumed
employment) with Topaz or with Programmer or in respect of any other
matter.

4. ASSIGNMENT AND ASSUMPTION OF CERTAIN
AGREEMENTS, RIGHTS AND OBLIGATIONS; PRORATIONS

4.1 ACCOUNTS RECEIVABLE.

(a) As of the Commencement Date, Topaz shall assign to Programmer all
of Topaz's rights in all accounts receivable from Time Sales Agreements and
Trade Agreements relating to the sale of time on the Station prior to the
Commencement Date (the "Accounts Receivable"). As soon after the Commencement
Date as practicable, Topaz shall deliver to Programmer a complete and detailed
statement (the "Receivable Statement") of the Accounts Receivable. The
Receivable Statement shall show all commissions owing with respect to the
Accounts Receivable, if any. Prior to the Commencement Date, Topaz shall not
engage in the acceleration of customer orders, any grant of any discount to
customers other than in the ordinary course of business consistent with past
practices or any other changes intended to increase the cash collection of
accounts receivable prior to the Commencement Date.

(b) In the event that this Agreement is terminated for any reason other
than the occurrence of the Closing under the Merger Agreement, as of the date of
such termination (the "Termination Date"), Programmer shall assign to Licensee
cash or accounts receivable from Time Sales Agreements and Trade Agreements
relating to the sale of time on the Stations prior to the Termination Date (the
"Programmer's Accounts Receivable") equal in value to the Accounts Receivable.
As soon after the Termination Date as practicable, Programmer shall deliver to
Licensee a complete and detailed statement (the "Programmer's Receivable
Statement") of the Programmer's Accounts Receivable. The Programmer's Receivable
Statement shall show all commissions owing with respect to the Programmer's
Accounts Receivable, if any. Prior to the Termination Date, Programmer shall not
engage in the acceleration of customer orders, any grant of any discount to
customers other than in the ordinary course of business consistent with past
practices or any other changes intended to increase the cash collection of
accounts receivable prior to the Termination Date. The final determination of
any amount owed under this Section 4.1 shall be handled as a proration item in
accordance with Section 4.6 hereof. Notwithstanding anything herein to the
contrary, liabilities and obligations under Trade Agreements shall be prorated
in favor of Licensee as set forth in Section 4.7 hereof.

4.2. LICENSE TO USE CALL SIGN AND TRADEMARKS. Topaz hereby grants
Programmer a license to use the call signs and trademarks and names related to
the Station (the "Marks") during the Programming during the Term. Programmer
agrees that the nature and quality of all services rendered by it in connection
with the Marks shall conform to reasonable quality standards set by and under
the control of Topaz. If Topaz becomes aware of any fact which in its opinion
indicates that Programmer is using the Marks in connection with Programming
which does not conform with Topaz's reasonable quality standards, Topaz may
notify Programmer in writing of such facts and request that Programmer conform
its use of the Marks to Topaz's reasonable quality standards. If Programmer does
not conform its use of the Marks, Topaz may terminate the license granted hereby
upon written notice to Programmer. Programmer agrees to cooperate with Topaz to
control the nature and quality of use of the Marks, to supply Topaz with audio
tapes and uses of the Marks upon Topaz's reasonable request, and to use the
Marks only in connection with quality programming services. Programmer further
agrees to notify Topaz in writing of any legal action commenced against it which
relates to the Marks or to the quality of the Programming, within ten (10) days
of notice to Programmer of such action.

4.3. ASSUMPTION OF OBLIGATIONS.

(a) As of the Commencement Date, Topaz shall assign to Programmer, and
Programmer shall assume and undertake to pay, satisfy or discharge the
liabilities, obligations and commitments of Topaz arising or accruing after the
date hereof under the contracts, leases, and other agreements specifically
identified on Schedule 4.3 hereto (the "Assumed Contracts").

(b) Topaz shall use reasonable efforts to obtain the consent of any
third party necessary for the assignment to Programmer of any of the Assumed
Contracts; provided, that Topaz shall not be obligated to pay any money to
obtain such consent. In the event a consent or waiver required with respect to
the assignment of any of the Assumed Contracts is not obtained, Topaz shall use
reasonable efforts to provide Programmer with the benefits of any such Assumed
Contract (including, without limitation, permitting Programmer to enforce any
rights of Topaz under such Assumed Contract), and Programmer shall, to the
extent Programmer is provided with the benefits of such Assumed Contract,
perform all obligations of Topaz thereunder.

4.4. STATION VEHICLES. As of the Commencement Date, Topaz shall
transfer,

assign, convey and deliver to Programmer, all motor vehicles owned by Topaz (the
"Owned Vehicles").

4.5. LIMITATION. Except as set forth in this Section 4, Programmer
expressly does not, and shall not, assume or be deemed to assume, under this
Agreement or otherwise by reason of the transactions contemplated hereby, any
liabilities, obligations or commitments of Topaz of any nature whatsoever.

4.6 PRORATION OF INCOME AND EXPENSES. All income and expenses arising
from the conduct of the business and operation of the Station shall be prorated
between Programmer and Topaz as of 12:01 a.m. on the Commencement Date in
accordance with GAAP. Such prorations shall be based upon the principle that
Topaz shall incur or be entitled to all income earned and shall be responsible
for all liabilities and obligations incurred or accruing in connection with the
operation of the Station until the Commencement Date, and Programmer shall be
entitled to all income earned and (subject to Section 4.3 above) be responsible
for such liabilities and obligations incurred by Programmer thereafter. Such
prorations shall include, without limitation, all ad valorem, real estate and
other property taxes, business and license fees, music and other license fees,
wages and salaries of employees (including accruals up to the Commencement Date
for bonuses, commissions, sick leave, vacation and severance pay and related
payroll taxes), utility expenses, liabilities and obligations under all Assumed
Contracts (other than Trade Agreements), rents and similar prepaid and deferred
items and all other expenses attributable to the ownership and operation of the
Station except for income and expenses under Contracts not assigned and assumed
hereunder. Trade Agreements shall be prorated to the extent provided in Section
4.7 of this Agreement.

4.7. TRADE AGREEMENTS. Liabilities and obligations under Trade
Agreements shall be prorated in favor of Programmer for the amount, if any, by
which the aggregate net value of the Station's Barter Payable (as defined below)
for air time under such agreements as of 12:01 a.m. on the Commencement Date in
excess of Twenty-Five Thousand Dollars ($25,000) as of the Commencement Date
exceeds the aggregate net value of the Station's Barter Receivable (as defined
below) as of the Commencement Date. Programmer shall not be obligated to make
any proration in favor of Topaz with respect to Trade Agreements,
notwithstanding that the fair market value of property to be received by
Programmer exceeds the liability for unperformed time. "Barter Payable" means
the aggregate value of time owed pursuant to each of the Trade Agreements
calculated in accordance with generally accepted accounting principles. "Barter

Receivable" means the aggregate value of goods and services to be received
pursuant to each of the Trade Agreements.

4.8. PAYMENT OF PRORATION ITEMS. Not less than five (5) days after the
Commencement Date, Topaz shall deliver to Programmer a schedule setting forth
its good faith calculation of the prorations pursuant to Sections 4.6 and 4.7
(which schedule shall set forth in reasonable detail the basis for those
determinations) (the "Proration Schedule"), and, to the extent feasible, such
prorations and adjustments shall be made as of the Commencement Date. The
Proration Schedule shall be conclusive and binding upon Programmer unless
Programmer provides Topaz with written notice of objection (the "Notice of
Disagreement") within thirty (30) days after Programmer's receipt of the
Proration Schedule, which notice shall state the prorations of expenses proposed
by Programmer (the "Programmer's Proration Amount"). Topaz shall have fifteen
(15) days from receipt of a Notice of Disagreement to accept or reject
Programmer's Proration Amount. If Topaz rejects Programmer's Proration Amount,
and the amount in dispute exceeds five thousand dollars ($5,000), the dispute
shall be submitted within ten (10) days to a mutually agreed upon accounting
firm (the "Referee") for resolution of the dispute, such resolution to be made
within thirty (30) days after submission to the Referee and to be final,
conclusive and binding on Topaz and Programmer. Programmer and Topaz agree to
share equally the cost and expenses of the Referee, but each party shall bear
its own legal and other expenses, if any. If the amount in dispute is equal to
or less than Five Thousand Dollars ($5,000), such amount shall be divided
equally between Programmer and Topaz. Payment by Programmer or Topaz, as the
case may be, of the proration amounts determined pursuant to this Section 4.8
shall be due fifteen (15) days after the last to occur of (i) Programmer's
acceptance of the Proration Schedule or failure to give Topaz a timely Notice of
Disagreement; (ii) Topaz's acceptance of Programmer's Proration Amount; (iii)
Topaz's rejection of Programmer's Proration Amount in the event the amount in
dispute equals or is less than Five Thousand Dollars ($5,000); and (iv) notice
to Topaz and Programmer of the resolution of the disputed amount by the Referee
in the event that the amount in dispute exceeds Five Thousand Dollars ($5,000).
Any payment required by Topaz to Programmer or by Programmer to Topaz, as the
case may be, under this Section 4.8 shall be paid by wire transfer of
immediately available federal funds to the account of the payee with a financial
institution in the United States as designated by Topaz in the Proration
Schedule or by Programmer in the Notice of Disagreement (or by separate notice
in the event that Topaz does not send a Notice of Disagreement). If either
Programmer or Topaz fails to pay when due any amount under this Section 4.8,
interest on such amount will accrue from the date payment was due to

the date such payment is made at a per annum rate equal to the Prime Rate plus
three percent (3%), and such interest shall be payable upon demand.

5. INDEMNIFICATION

5.1. INDEMNIFICATION. From and after the Commencement Date, each of
Programmer and Topaz shall indemnify, defend, and hold harmless the other its
affiliates and their respective officers, directors, employees and
representatives, and the successors and assigns of any of them, from and
against, and reimburse them for, all claims, damages, costs and expenses,
including, without limitation, interest, penalties, court costs and reasonable
attorneys' fees and expenses, resulting from (a) any programming provided by
such party for broadcast on the Station; and (b) any breach by such party of any
representation, warranty, covenant or other agreement contained in this
Agreement.

5.2. SURVIVAL. The covenants, indemnities and other agreements
contained in this Agreement or in any certificate, document or instrument
delivered pursuant to this Agreement shall not survive the Term of this
Agreement, except for the covenants of Programmer set forth in Section 7.5 which
shall survive for the period set forth therein. No party shall be entitled to
indemnification hereunder for any claim arising from the breach by the other
party of its representations and warranties unless written notice describing in
reasonable detail the nature and basis of such claim is given during the
survival period. In the event such notice is given, the right to indemnification
with respect thereto shall survive until such claim is finally resolved and any
obligations thereto are fully satisfied. Any investigation by or on behalf of
any party hereto shall not constitute a waiver as to enforcement of any
representation, warranty, covenant or agreement contained herein.

6. EVENTS OF DEFAULT AND CURE PERIODS

6.1. EVENTS OF DEFAULT. The following shall, after the expiration of
the applicable cure periods as set forth in Section 6.2, each constitute an
"Event of Default" under this Agreement:

6.1.1. NON-PAYMENT. Programmer's failure to pay when due the
fees payable under Section 1.4 of this Agreement;

6.1.2. DEFAULT IN COVENANTS. Either party defaults in the
performance of

any material covenant, condition or undertaking contained in this
Agreement or the Merger Agreement;

6.1.3. BREACH OF REPRESENTATION. Any material representation
or warranty made by either party to this Agreement or the Merger
Agreement, or in any certificate or document furnished by either party
to the other pursuant to the provisions of this Agreement or the Merger
Agreement, proves to have been false or misleading in any material
respect as of the time made or furnished.

6.1.4. BANKRUPTCY. Either party (a) makes a general assignment
for the benefit of creditors, or (b) files or has filed against it a
petition for bankruptcy, for reorganization or an arrangement, or for
the appointment of a receiver, trustee or similar creditors'
representative for the property or assets of such party under any
federal or state insolvency law, which, if filed against such party,
has not been dismissed or discharged within sixty (60) days thereafter.

6.2. CURE PERIODS. An Event of Default shall not be deemed to have
occurred until fifteen (15) days after the non-defaulting party has provided the
defaulting party with written notice specifying the event or events that, if not
cured, would constitute an Event of Default and specifying the actions necessary
to cure the default(s) within such period. This period may be extended for a
reasonable period of time if the defaulting party is acting in good faith to
cure and such delay is not materially adverse to the other party.

7. TERMINATION

7.1. TERMINATION UPON DEFAULT. Upon the occurrence of an Event of
Default, the non-defaulting party may terminate this Agreement, provided that it
is not also in material default of this Agreement or the Merger Agreement. If
Programmer has defaulted in the performance of its obligations, all amounts
accrued or payable to Topaz up to the date of termination which have not been
paid shall immediately become due and payable, and Topaz shall be under no
further obligation to make available to Programmer any broadcast time or
broadcast transmission facilities on the Station.

7.2. TERMINATION FOR CHANGE IN FCC RULES OR POLICIES. Either party may
terminate this Agreement upon written notice to the other if (a) there has been
a material change in FCC rules or policies, (b) this Agreement would materially
violate FCC rules

or policies as changed; (c) such change is in effect; and (d) such change is not
the subject of an appeal or further administrative review; provided, however,
that in the event of such change the parties shall negotiate in good faith and
attempt to agree to an amendment to this Agreement that will provide the parties
with a valid and enforceable agreement that conforms to the new FCC rules or
policies.

7.3. TERMINATION UPON TERMINATION OF RELATED AGREEMENTS. In the event
that any of (a) the Purchase Agreement between Ruby Broadcasting, Inc. and
Programmer dated as of December ___, 1997; (b) the Merger Agreement; or (c) the
KIXW/KZXY Time Brokerage Agreement between Topaz and Programmer dated as of
December ___, 1997 are terminated in accordance with their respective terms,
this Agreement shall terminate.

7.4. CERTAIN MATTERS UPON TERMINATION.

7.4.1. If this Agreement is terminated for any reason other
than the occurrence of the Closing under the Merger Agreement,

(a) Programmer shall assign, transfer and convey to
Topaz all of Programmer's rights in, to and under (x) the
Owned Vehicles, and (y) the Assumed Contracts that remain in
effect on the date of such termination and all agreements with
advertisers existing on the date of such termination
(collectively the "Reassumed Contracts"). Programmer shall use
reasonable efforts to promptly obtain and deliver to Topaz, at
Programmer's expense, any necessary consents to the assignment
of the Reassumed Contracts to Topaz.

(b) Topaz shall assume from Programmer all
liabilities, obligations and commitments of Programmer arising
or accruing on or after the date of termination relating to
the Owned Vehicles and pursuant to the Reassumed Contracts,
and Programmer shall be responsible only for those obligations
relating to the Owned Vehicles and under the Reassumed
Contracts arising on or after the Commencement Date and prior
to the termination of this Agreement.

(c) Programmer shall return to Topaz any equipment or
property of the Station used by Programmer, its employees or
agents, in substantially

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the same condition as such equipment existed on the date
hereof, ordinary wear and tear excepted.

(d) Accounts Receivables shall be handled as set
forth in Section 4.1(b) hereof.

(e) Prorations shall be handled in the manner set
forth in Sections 4.6, 4.7 and 4.8 hereof; PROVIDED HOWEVER,
that income and expenses shall be prorated between Programmer
and Licensee as of 12:01 a.m. on the Termination Date, and all
prorations shall be based upon the principle that Programmer
shall incur or be entitled to all income earned and shall be
responsible for all liabilities and obligations incurred or
accruing in connection with the operation of the Stations
until the Termination Date, and Licensee shall be entitled to
all income earned and be responsible for such liabilities and
obligations incurred by Licensee thereafter.

7.4.2. No expiration or termination of this Agreement shall
terminate the obligation of each party to indemnify the other for
claims of third parties under Section 5 of this Agreement or limit or
impair any party's rights to receive payments due and owing hereunder
on or before the date of such termination.

7.5 COVENANTS OF PROGRAMMER UPON TERMINATION. If this
Agreement is terminated for any reason other than the occurrence of the
Closing under the Merger Agreement, Programmer covenants and agrees as
follows:

(a) For a period of one (1) year from the date of
termination, neither Programmer nor any Affiliate shall,
without the prior written consent of Topaz, directly or
indirectly engage in (whether as owner, partner, consultant,
advisor, employee, independent contractor or otherwise),
assist any person or entity in engaging in, or hold any legal
or beneficial interest in any person or entity that is engaged
in, the management or operation of any Competitive Business
(as defined below). "Competitive Business" shall mean any
radio broadcast station with a transmitter location within a
fifty (50) mile radius of the transmitter location of Station
KIXA(FM) (the "Covenant Area"), other than stations in which
the Noncompete Parties hold a legal or beneficial interest
prior to the date

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of this Agreement. "Affiliate" shall mean any firm or entity
in which either ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Noncompete
Party(ies)" may be interested as a partner, trustee, employee,
consultant or shareholder. Notwithstanding the foregoing,
ownership by a Noncompete Party of less than five percent (5%)
of the issued and outstanding stock of any corporation whose
securities are listed on a national securities exchange or by
NASDAQ shall not be deemed to violate this Section 7.5(a).

(b) For a period of one (1) year from the date
hereof, neither the Noncompete Parties nor any Affiliate
shall, directly or indirectly, employ or solicit the
employment of any employee of the Station.

7.6. ATTORNEYS FEES AND COSTS. In the event any action or proceeding is
commenced by either party to enforce the provisions of this Agreement or to seek
remedies for a breach or wrongful termination of this Agreement, the prevailing
party in such an action or proceeding shall be entitled to the award of its
reasonable attorneys fees and costs incurred in and relating to such an action
or proceeding.

8. REPRESENTATIONS AND WARRANTIES

8.1. REPRESENTATIONS AND WARRANTIES OF TOPAZ. Topaz hereby represents
and warrants that:

8.1.1. ORGANIZATION AND STANDING. Topaz is a corporation duly
formed, validly existing and in good standing under the laws of the
State of Delaware, and has all necessary corporate power and authority
to own, lease and operate the Station Assets and to carry on the
business of the Station.

8.1.2. AUTHORIZATION AND BINDING OBLIGATION. Topaz has all
necessary power and authority to enter into and perform this Agreement
and the transactions contemplated hereby, and Topaz's execution,
delivery and performance of this Agreement have been duly and validly
authorized by all necessary action on its part. This Agreement has been
duly executed and delivered by Topaz and constitutes its valid and
binding obligation enforceable against Topaz in accordance with its
terms.

- 15 -

8.1.3. ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS.
Except as set forth in Schedule 20(k-1) to the Merger Agreement, the
execution, delivery and performance of this Agreement by Topaz: (a) do
not and will not violate any provisions of Topaz's organizational
documents; (b) do not and will not require the consent or approval of
or any filing with any third party or governmental authority; (c) do
not and will not violate any applicable law, judgment, order,
injunction, decree, rule, regulation or ruling of any governmental
authority; and (d) do not and will not, either alone or with the giving
of notice or the passage of time, or both, conflict with, constitute
grounds for termination or acceleration of or result in a breach of the
terms, conditions or provisions of, or constitute a default under any
agreement, lease, instrument, license or permit to which Topaz is now
subject.

8.2. REPRESENTATIONS AND WARRANTIES OF PROGRAMMER. Programmer hereby
represents and warrants that:

8.2.1. ORGANIZATION AND STANDING. Programmer is a corporation
duly formed, validly existing and in good standing under the laws of
the State of Delaware and has all necessary corporate power and
authority to perform its obligations hereunder on and after the date
hereof.

8.2.2. AUTHORIZATION AND BINDING OBLIGATION. Programmer has
all necessary power and authority to enter into and perform this
Agreement and the transactions contemplated hereby, and Programmer's
execution, delivery and performance of this Agreement have been duly
and validly authorized by all necessary action on its part. This
Agreement has been duly executed and delivered by Programmer and
constitutes its valid and binding obligation enforceable against
Programmer in accordance with its terms.

8.2.3. ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS.
The execution, delivery and performance of this Agreement by
Programmer: (a) do not and will not violate any provision of
Programmer's organizational documents; (b) do not and will not require
the consent of any third party or governmental authority; (c) do not
and will not violate any law, judgment, order, injunction, decree,
rule, regulation or ruling of any governmental authority; and (d) do
not and will not, either alone or with the giving of notice or the
passage of time, or both,

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conflict with, constitute grounds for termination or acceleration of or
result in a breach of the terms, conditions or provisions of, or
constitute a default under any agreement, lease, instrument, license or
permit to which Programmer is now subject.

9. CERTIFICATIONS

9.1. PROGRAMMER'S CERTIFICATION. Programmer hereby certifies that this
Agreement complies with the provisions of Sections 73.3555 (a)(1) and (e)(1) of
the FCC's rules and regulations.

9.2. TOPAZ'S CERTIFICATION. Topaz hereby certifies that it will comply
with the certifications set forth in Sections 10.1 and 10.2 of the RASA TBA.

10. MISCELLANEOUS

10.1. NO PARTNERSHIP OR JOINT VENTURE. This Agreement is not intended
to be and shall not be construed as a partnership or joint venture agreement
between the parties. Except as otherwise specifically provided in this
Agreement, no party to this Agreement shall be authorized to act as agent of or
otherwise represent any other party to this Agreement.

10.2. ENTIRE AGREEMENT; SCHEDULES; AMENDMENT; WAIVER. This Agreement
and any exhibits and schedules hereto, embody the entire agreement and
understanding of the parties hereto and supersede any and all prior agreements,
arrangements and understandings relating to the matters provided for herein. Any
matter that is disclosed in a Schedule to this Agreement in such a way as to
make its relevance to the information called for by another Schedule readily
apparent shall be deemed to have been included in such other Schedule,
notwithstanding the omission of an appropriate cross-reference. No amendment,
waiver of compliance with any provision or condition hereof, or consent pursuant
to this Agreement shall be effective unless evidenced by an instrument in
writing signed by the party against whom enforcement of any waiver, amendment,
change, extension or discharge is sought. No failure or delay on the part of
Topaz or Programmer in exercising any right or power under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any

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other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the parties to this Agreement are cumulative and are
not exclusive of any right or remedies which either may otherwise have.

10.3. BENEFIT AND ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns. Neither Programmer nor Topaz may assign its rights under this
Agreement without the prior written consent of the other party hereto.

10.4. HEADINGS. The headings set forth in this Agreement are for
convenience only and will not control or affect the meaning or construction of
the provisions of this Agreement.

10.5. GOVERNING LAW. The construction and performance of this Agreement
shall be governed by the laws of the State of California without regard to its
principles of conflict of law.

10.6. NOTICES. All notices, requests, demands and other communications
which are required or may be given under this Agreement, shall be in writing,
and addressed as follows:

If to Topaz:

Topaz Broadcasting, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: 202/▇▇▇-▇▇▇▇
Facsimile: 202/737-9001

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With a copy to:

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.L.L.C.
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Esq.
Telephone: 202/▇▇▇-▇▇▇▇
Facsimile: 202/293-7783

If to Programmer:

Regent Communications, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: 606/▇▇▇-▇▇▇▇
Facsimile: 606/292-0357

With a copy to:

▇▇▇▇▇▇▇ & ▇▇▇▇
2100 PNC Center
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: 513/▇▇▇-▇▇▇▇
Facsimile: 513/241-8259

Any such notice, request, demand or communication shall be deemed to have been
duly delivered and received (a) upon hand delivery thereof during business
hours, (b) upon the earlier of receipt or three (3) days after posting by
registered mail or certified mail, return receipt requested, (c) on the next
business day following delivery to a reliable or recognized air freight delivery
service, and (d) on the date of transmission, if sent by facsimile during normal
business hours (but only if a hard copy is also sent by overnight

- 19 -

courier), but in each case only if sent in the same manner to all persons
entitled to receive notice or a copy. Any party may, with written notice to the
other, change the place for which all further notices to such party shall be
sent. All costs and expenses for the delivery of notices hereunder shall be
borne and paid for by the delivering party.

10.7. SEVERABILITY. In the event that any of the provisions of this
Agreement shall be held unenforceable, then the remaining provisions shall be
construed as if such unenforceable provisions were not contained herein. Any
provision of this Agreement which is unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such unenforceability
without invalidating the remaining provisions hereof, and any such
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto hereby waive any provision of law now or
hereafter in effect which renders any provision hereof unenforceable in any
respect.

10.8. CAPITALIZED TERMS. Unless otherwise defined herein, capitalized
terms used herein and in any Schedules hereto shall have the meanings ascribed
to them in the Merger Agreement.

10.9. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.

[THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Time Brokerage
Agreement as of the date first above written.

TOPAZ BROADCASTING, INC.

By: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
--------------------------------
Title: President
-------------------------------

REGENT COMMUNICATIONS, INC.

By: /s/ ▇▇ ▇. Statlelin
---------------------------------
Name: ▇▇ ▇. Statlelin
--------------------------------
Title: President
-------------------------------

EXHIBIT A TO
KIXA(FM)
TIME BROKERAGE AGREEMENT

TIME BROKERAGE AGREEMENT BETWEEN RASA AND TOPAZ
-----------------------------------------------

See attached.

22
EXECUTION COPY

TIME BROKERAGE AGREEMENT

This Time Brokerage Agreement (the "Agreement"), made as of the 29th
day of August, 1997, is by and among RASA Communications Corp., a California
corporation ("RASA"), and Topaz Broadcasting, Inc., a Delaware corporation
("Topaz").

RASA is the permittee of and operates FM radio station KIXA, 106.5 mHz,
Lucerne Valley, California (the "Station"), pursuant to an authorization of the
Federal Communications Commission (the "FCC"). RASA and Topaz have entered into
an Asset Purchase Agreement, dated as of August 29, 1997 (the "Purchase
Agreement"), by which Topaz will acquire the KIXA Assets (as defined in the
Purchase Agreement) on the terms and subject to the conditions set forth in the
Purchase Agreement. In the interim period prior to the Closing under the
Purchase Agreement, Topaz desires to avail itself of Station's broad cast time
for the presentation of a programming service, including the sale of advertising
time, in accordance with and subject to the rules, regulations and policies of
the FCC.

Accordingly, the parties agree as follows:

1. SALE OF TIME

1.1. AMOUNT OF TIME SOLD. During the Term (as defined below), RASA
shall make available broadcast time on the Station for the broadcast of Topaz's
programs (the "Programming") for up to One Hundred Sixty-Eight (168) hours a
week except for: (i) downtime occasioned by routine maintenance, which, except
for emergencies, shall be scheduled between 12:00 midnight and 6:00 a.m. and
shall otherwise be consistent with prior practice; (ii) up to three (3) hours
per week between the hours of 6:00 and 9:00 a.m. Sundays during which time RASA
may broadcast, at its own expense, programming designed to address the problems,
needs, and issues of the Station's listeners; (iii) times when Topaz's programs
are not accepted or are preempted by RASA in accordance with the provisions of
SECTION 2.1 of this Agreement; and (iv) times when broadcasts are prevented for
reasons beyond the control of RASA.

1.2. ACCESS TO STUDIO FACILITIES; DELIVERY OF PROGRAMMING.

(a) Topaz may originate the Programming from RASA's existing
office and studio facilities until termination of RASA's existing lease for such
facilities (the "Existing Studio Lease").

(b) At Topaz's option, RASA shall either give the landlord
notice of termination under the Existing Studio Lease effective September 30,
1997 or enter into a

new month-to-month lease for such space on financial terms acceptable to Topaz
(the "New Studio Lease"). If Topaz requests RASA to terminate the Existing
Studio Lease, RASA and Topaz shall, on or prior to the termination date,
relocate all equipment and furniture located at the existing office space and
used in the operation of KIXA to the office and studio facilities of radio
station KZXY, Apple Valley, California (hereinafter the "Main Studio"). Topaz
shall thereafter originate the Programming from the Main Studio and shall cause
space at the Main Studio to be made available to RASA at no cost for the
performance by RASA of its obligations under this Agreement.

(c) Topaz shall be responsible for the care and maintenance of
all equipment belonging to RASA located at the Main Studio during the Term.

1.3. ADVERTISING AND PROGRAMMING REVENUES. During the Term, Topaz shall
have the exclusive authority to sell for its own account commercial time on the
Station and to retain all revenues from the sale of such advertising. The fees
due hereunder shall be reduced pro rata for any Programming preempted by RASA
pursuant to SECTIONS 2.1.1 or 2.1.2 for the commercial advantage of RASA, in an
arbitrary manner, or otherwise not based on RASA's good faith determination that
the broadcast of such Programming is not in the public interest.

1.4. PAYMENTS. Topaz shall pay to RASA the fees set forth on
SCHEDULE 1.4 hereto for the rights granted under this Agreement.

1.5. TERM. The term of this Agreement (the "Term") shall be the period
commencing on September 1, 1997 (the "Effective Date") and terminating on the
earliest of: (a) the Closing under the Purchase Agreement; (b) the termination
of the Purchase Agreement in accordance with its terms; and (c) the termination
of this Agreement pursuant to SECTION 8 hereof.

2. PROGRAMMING AND OPERATING STANDARDS

2.1. RIGHTS AND OBLIGATIONS OF RASA. As and to the extent provided by
law, RASA shall remain responsible for the control of the day-to-day operations
of the Station in conformance with its FCC licenses, permits and authorizations.
Without limiting the generality of the foregoing, RASA shall have the following
rights and obligations with respect to programming and technical operations of
the Station:

2.1.1. RASA'S ABSOLUTE RIGHT TO REJECT PROGRAMMING. RASA shall
retain the absolute right to accept or reject any Programming
(including advertisements) that RASA in its sole discretion deems
contrary to the public interest. RASA expressly agrees that its right
of preemption shall not be exercised in an arbitrary manner or for the
commercial advantage of RASA.

2.1.2. RASA'S RIGHT TO PREEMPT PROGRAMMING FOR SPECIAL EVENTS.
RASA shall have the right, in its sole discretion, to preempt the
Programming in order to broadcast a program deemed by RASA to be of
greater national, regional, or local interest, and to use part or all
of the hours of operation of the Station for the broadcast of events of
special importance. In all such cases, RASA will use its best efforts
to give Topaz reasonable advance notice of its intention to preempt any
regularly scheduled programming. RASA expressly agrees that its right
of preemption shall not be exercised in an arbitrary manner or for the
commercial advantage of RASA.

2.1.3. FCC PUBLIC INTEREST REQUIREMENTS.

(a) The parties agree that RASA may broadcast its own
public service programming between the hours of 6:00 a.m. and 9:00 a.m.
every Sunday. In addition, RASA may broadcast other public service
programming at such other times as the parties may agree.

(b) The parties acknowledge that RASA is ultimately
responsible for complying with the FCC's rules and regulations with
respect to (i) the carriage of political advertisements and programming
(including, without limitation, the rights of candidates to reasonable
access, equal opportunities and lowest unit charge); (ii) the
maintenance of political and public inspection files and the Station's
logs; (iii) the ascertainment of issues of community concern; (iv) the
broadcast and nature of public service programming; and (v) the
preparation of all quarterly issues/programs lists.

(c) RASA reserves the right to refuse to broadcast
any program containing matter that RASA in good faith believes to be,
or that RASA in good faith believes may be determined by the FCC or any
court or other regulatory body with authority over RASA or the Station
to be, violative of any right of any third party, a "personal attack"
(as that term is defined by the FCC) or indecent or obscene. RASA shall
further have the right to take any other actions necessary for
compliance with the laws of the United States, the State in which the
Station are located, the rules, regulations and policies of the FCC
(including the prohibition on unauthorized transfers of control), and
the rules, regulations and policies of other federal government
authorities, including the Federal Trade Commission and the Department
of Justice. If, in the judgment of RASA or the Station's General
Manager, any portion of the Programming does not meet any of the above
standards or the requirements of SECTION 2.2 of this Agreement, RASA
may suspend, cancel or refuse to broadcast any such portion of the
programming without reduction or offset in the payments due RASA under
this Agreement.

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25

2.1.4. MAIN STUDIO LOCATION. RASA shall maintain and staff a
main studio as required under the FCC's rules and regulations. For
this purpose, Topaz has agreed pursuant to SECTION 1.2 to make space
in the Main Studio available for RASA's exclusive use.

2.1.5. MAINTENANCE AND REPAIR OF TRANSMISSION FACILITIES. RASA
shall maintain the Station's transmission equipment and facilities,
including the antennas, transmitters and transmission lines, and shall
provide for the delivery of electrical power to the Station's
transmitting facilities at all times in order to ensure operation of
the Station. RASA shall undertake such repairs as are necessary to
maintain full-time operation of the Station with its maximum authorized
facilities following the occurrence of any such loss or damage.

2.1.6. COMPLIANCE WITH FCC TECHNICAL RULES. RASA shall retain,
on a full time, part time or contract basis, a qualified engineer who
shall be responsible for maintaining the transmission facilities of the
Station. RASA shall also employ or retain a Chief Operator, as that
term is defined by the rules and regulations of the FCC, who shall be
responsible for ensuring compliance by the Station with the technical
operating and reporting requirements established by the FCC.

2.2. RIGHTS AND OBLIGATIONS OF TOPAZ. Topaz shall not take any action,
or omit to take any action, inconsistent with RASA's obligations under law to
retain ultimate responsibility for the programming and technical operations of
the Station. Without limiting the generality of the foregoing, Topaz agrees as
follows:

2.2.1. COMPLIANCE WITH LAWS AND STATION POLICIES. All
Programming shall conform in all material respects to all applicable
rules, regulations and policies of the FCC, and all other laws or
regulations applicable to the broadcast of programming by the Station.
All Programming shall be prepared and presented in conformity with the
regulations prescribed in SCHEDULE 2.2.1 hereto.

2.2.2. COOPERATION WITH RASA. Topaz, on behalf of RASA, shall
furnish within the Programming all station identification announcements
required by the FCC's rules; shall, upon request by RASA, provide
information with respect to any of the Programming which is responsive
to the public needs and interests of the area served by the Station so
as to assist RASA in the preparation of any required programming
reports; and shall, upon request by RASA, provide any other information
necessary for RASA to prepare records, reports and logs required by the
FCC or other local, state or federal governmental agencies. Topaz shall
maintain and deliver to RASA all records and information required by
the FCC to be placed in the public inspection files of the Station
pertaining to the broadcast of political programming and
advertisements, in accordance with the provisions of Sections 73.1940
and 73.3526 of the FCC's rules, and agrees that broadcasts of sponsored

programming addressing political issues or controversial subjects of
public importance will comply with the provisions of Section 73.1212 of
the FCC's rules.

2.2.3. PAYOLA AND PLUGOLA. Topaz shall provide to RASA in
advance any information known to Topaz regarding any money or other
consideration which has been paid or accepted, or has been promised to
be paid or to be accepted, for the inclusion of any matter as a part of
any programming or commercial material to be supplied to RASA by Topaz
for broadcast on the Station, unless the party making or accepting such
payment is identified in the program as having paid for or furnished
such consideration in accordance with FCC requirements. Commercial
matter with obvious sponsorship identification will not require
disclosure beyond the sponsorship identification contained in the
commercial copy. Topaz shall at all times endeavor to proceed in good
faith to comply with the requirements of Sections 317 and 507 of the
Communications Act of 1934, as amended, and the related rules and
regulations of the FCC.

2.2.4. HANDLING OF MAIL. Topaz shall provide RASA with the
original or a copy of any correspondence from a member of the public
relating to the Programming to enable RASA to comply with FCC rules and
policies, including those regarding the maintenance of the public
inspection file. RASA shall not be required to receive or handle mail,
cables, telegraph or telephone calls in connection with the Programming
unless RASA has agreed to do so in writing. RASA shall promptly forward
to Topaz all correspondence, payments, communications or other
information and/or documents which it receives and which relate to the
Programming, including without limitation, invoices, billing inquiries,
checks, money orders, wire transfers, or other payments for services or
advertising.

2.2.5. COMPLIANCE WITH COPYRIGHT ACT. Topaz shall not
broadcast any material on the Station in violation of the Copyright Act
or the rights of any person. All music supplied by Topaz shall be (a)
licensed by a music licensing agent such as ASCAP, BMI, or SESAC; (b)
in the public domain; or (c) cleared at the source by Topaz. Topaz
shall retain the exclusive right to use and to authorize the use in any
manner of any programming licensed to it. RASA shall not be obligated
to pay any music licensing fees or other similar expenses required in
connection with the material broadcast by Topaz on the Station. RASA,
to the extent the material is not covered by licenses Topaz has
acquired, shall be obligated to pay any music licensing fees and other
similar expenses required in connection with material broadcast by RASA
in accordance with SECTION 2.1.

3. RESPONSIBILITY FOR EMPLOYEES AND EXPENSES

3.1. RASA'S RESPONSIBILITY FOR EMPLOYEES AND EXPENSES.

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27

(a) RASA shall employ a full-time managerial-level employee
for the Station, who shall report and be solely accountable to RASA and shall be
responsible for overseeing the operations of the Station generally, and a
full-time staff-level employee, who shall report to and assist the manager in
the performance of his or her duties. RASA will be responsible for the salaries,
taxes, insurance and related costs for its personnel. Whenever on the Station's
premises, all of Topaz's personnel shall be subject to the supervision and the
direction of the Station's General Manager and/or the Station's Chief Operator.

(b) RASA shall also be responsible for timely paying (i) all
FCC regulatory fees and related reasonable attorneys' fees; (ii) all lease
payments, real estate and personal property taxes, insurance premiums and
utility costs (telephone, electricity, etc.) relating to the Station's
transmitter site, transmitter and antenna; (iii) all rent and costs under the
Existing Studio Lease or the New Studio Lease, including the costs of
appropriate levels of property insurance; and (iv) all maintenance and repair
costs on the transmitting equipment.

3.2. TOPAZ'S RESPONSIBILITY FOR EMPLOYEES AND EXPENSES.

(a) Topaz shall be responsible for the artistic personnel and
material for the production of the Programming to be provided under this
Agreement. Topaz shall employ and be responsible for the salaries, taxes,
insurance and related costs for all personnel used in the production of the
Programming.

(b) Topaz shall also be responsible for timely paying all
costs associated with production and listener responses, including telephone
costs, fees to ASCAP, BMI and SESAC, any other copyright fees, and all other
costs or expenses attributable to the Programming that is delivered by Topaz for
broadcast on the Station.

4. ASSIGNMENT AND ASSUMPTION OF CERTAIN ASSETS,
AGREEMENTS, RIGHTS AND OBLIGATIONS

4.1. ACCOUNTS RECEIVABLE.

(a) As of the Effective Date, RASA shall assign to Topaz all
of RASA's rights and interest in all accounts receivable for cash for services
performed or provided by the Station prior to the Effective Date (the "Accounts
Receivable"). As soon after the Effective Date as practicable, RASA shall
deliver to Topaz a complete and detailed statement (the "Receivable Statement")
of the Accounts Receivable. The Receivable Statement shall show all commissions
owing with respect to the Accounts Receivable, if any. Prior to the Effective
Date, RASA shall not engage in any acceleration of customer orders, any grant of
any discount to customers other than in the ordinary course of business
consistent with past practices or any other changes intended to increase the
cash collection of accounts receivable prior to the Effective Date.

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28

(b) On the first and fifteenth day of each calendar month
during the Term, Topaz shall deposit all collections on the Accounts Receivable,
net of commissions owing (which shall be paid by Topaz on RASA's behalf out of
the collections), into the Trust Account (as defined in the Purchase Agreement).
At the joint instruction of Topaz and RASA, the Escrow Agent (as defined in the
Purchase Agreement) shall disburse such funds either (i) to discharge in whole
or in part Existing RASA Indebtedness (as defined in the Purchase Agreement) or
(ii) to compromise with creditors threatening judgment or lien enforcement on
the Existing RASA Indebtedness. Upon termination of this Agreement, the Escrow
Agent shall disburse any funds remaining in the Trust Account to Topaz.

4.2. LICENSE TO USE CALL SIGN AND TRADEMARKS. RASA hereby grants Topaz
a license to use RASA's call signs and trademarks and names (the "Marks") in
connection with the broadcast and promotion of the Programming during the Term.
Topaz agrees that the nature and quality of all services rendered by it in
connection with the Marks shall conform to reasonable quality standards set by
and under the control of RASA. If RASA becomes aware of any fact which in its
opinion indicates that Topaz is using the Marks in connection with Programming
which does not conform with RASA's reasonable quality standards, RASA may notify
Topaz in writing of such facts and request that Topaz conform its use of the
Marks to RASA's reasonable quality standards. If Topaz does not conform its use
of the Marks, RASA may terminate the license granted hereby upon written notice
to Topaz. Topaz agrees to cooperate with RASA to control the nature and quality
of use of the Marks, to supply RASA with audio tapes and uses of the Marks upon
RASA's reasonable request, and to use the Marks only in connection with quality
programming services. Topaz further agrees to notify RASA in writing of any
legal action commenced against it which relates to the Marks or to the quality
of the Programming, within ten (10) days of notice to Topaz of such action.

4.3. ASSUMPTION OF OBLIGATIONS.

(a) As of the Effective Date, RASA shall assign to Topaz, and
Topaz shall assume and undertake to pay, satisfy or discharge the liabilities,
obligations and commitments of RASA arising or accruing after the date hereof
under the contracts, leases, and other agreements specifically identified on
SCHEDULE 4.3 hereto (the "Assumed Contracts").

(b) RASA shall use reasonable efforts to obtain the consent of
any third party necessary for the assignment to Topaz of any of the Assumed
Contracts; provided, that RASA shall not be obligated to pay any money to obtain
such consent. In the event a consent or waiver required with respect to the
assignment of any of the Assumed Contracts is not obtained, RASA shall use
reasonable efforts to provide Topaz with the benefits of any such Assumed
Contract (including, without limitation, permitting Topaz to enforce any rights
of RASA under such Assumed Contract), and Topaz shall, to the extent Topaz is

7
29

provided with the benefits of such Assumed Contract, perform all obligations of
RASA thereunder.

4.4 STATION VEHICLES. As of the Effective Date, Licensee shall
transfer, assign, convey and deliver to Programmer, all motor vehicles owned by
Licensee (the "Owned Vehicles").

4.5. LIMITATION. Except as set forth in this SECTION 4, Topaz expressly
does not, and shall not, assume or be deemed to assume, under this Agreement or
otherwise by reason of the transactions contemplated hereby, any liabilities,
obligations or commitments of RASA of any nature whatsoever (the "Retained
Liabilities").

5. [Intentionally deleted.]

6. INDEMNIFICATION

6.1. INDEMNIFICATION. From and after the Effective Date, each of Topaz
and RASA shall indemnify, defend, and hold harmless the other its affiliates and
their respective officers, directors, employees and representatives, and the
successors and assigns of any of them, from and against, and reimburse them for,
all claims, damages, costs and expenses, including, without limitation,
interest, penalties, court costs and reasonable attorneys' fees and expenses,
resulting from (a) any programming provided by such party for broadcast on the
Station; and (b) any breach by such party of any representation, warranty,
covenant or other agreement contained in this Agreement.

6.2. SURVIVAL. The covenants, indemnities and other agreements
contained in this Agreement or in any certificate, document or instrument
delivered pursuant to this Agreement are and will be deemed and construed to be
continuing covenants, indemnities and agreements and shall survive the
termination of this Agreement for a period of eighteen (18) months (the
"Survival Period"). No party shall be entitled to indemnification hereunder for
any claim arising from the breach by the other party of its representations and
warranties unless written notice describing in reasonable detail the nature and
basis of such claim is given during the Survival Period. In the event such
notice is given, the right to indemnification with respect thereto shall survive
until such claim is finally resolved and any obligations thereto are fully
satisfied. Any investigation by or on behalf of any party hereto shall not
constitute a waiver as to enforcement of any representation, warranty, covenant
or agreement contained herein.

7. EVENTS OF DEFAULT AND CURE PERIODS

7.1. EVENTS OF DEFAULT. The following shall, after the expiration of
the applicable cure periods as set forth in SECTION 7.2, each constitute an
"Event of Default" under this Agreement:

8
30

7.1.1. NON-PAYMENT. Topaz's failure to pay when due the
fees payable under SECTION 1.4 of this Agreement;

7.1.2. DEFAULT IN COVENANTS. Either party defaults in the
performance of any material covenant, condition or undertaking
contained in this Agreement or the Purchase Agreement;

7.1.3. BREACH OF REPRESENTATION. Any material representation
or warranty made by either party to this Agreement, or in any
certificate or document furnished by either party to the other pursuant
to the provisions of this Agreement, proves to have been false or
misleading in any material respect as of the time made or furnished.

7.1.4. BANKRUPTCY. Either party (a) makes a general assignment
for the benefit of creditors, or (b) files or has filed against it a
petition for bankruptcy, for reorganization or an arrangement, or for
the appointment of a receiver, trustee or similar creditors'
representative for the property or assets of such party under any
federal or state insolvency law, which, if filed against such party,
has not been dismissed or discharged within sixty (60) days thereafter.

7.2. CURE PERIODS. An Event of Default shall not be deemed to have
occurred until fifteen (15) days after the non-defaulting party has provided the
defaulting party with written notice specifying the event or events that, if not
cured, would constitute an Event of Default and specifying the actions necessary
to cure the default(s) within such period. This period may be extended for a
reasonable period of time if the defaulting party is acting in good faith to
cure and such delay is not materially adverse to the other party.

8. TERMINATION

8.1. TERMINATION UPON DEFAULT. Upon the occurrence of an Event of
Default, the non-defaulting party may terminate this Agreement, provided that it
is not also in material default of this Agreement or the Purchase Agreement. If
Topaz has defaulted in the performance of its obligations, all amounts accrued
or payable to RASA up to the date of termination which have not been paid shall
immediately become due and payable, and RASA shall be under no further
obligation to make available to Topaz any broadcast time or broadcast
transmission facilities on the Station.

8.2. TERMINATION FOR CHANGE IN FCC RULES OR POLICIES. Either party may
terminate this Agreement upon written notice to the other if (a) there has been
a material change in FCC rules or policies, (b) this Agreement would materially
violate FCC rules or policies as changed; (c) such change is in effect; and (d)
such change is not the subject of an appeal or further administrative review;
provided, however, that in the event of such change the parties shall negotiate
in good faith and attempt to agree to an amendment to this

9
31

Agreement that will provide the parties with a valid and enforceable agreement
that conforms to the new FCC rules or policies.

8.3. CERTAIN MATTERS UPON TERMINATION.

(a) If this Agreement is terminated for any reason other than the
occurrence of the Closing under the Purchase Agreement,

(i) Topaz shall assign, transfer and convey to RASA all of
Topaz's rights in, to and under (x) the Owned Vehicles, and (y) the
Assumed Contracts that remain in effect on the date of such termination
and all agreements with advertisers existing on the date of such
termination (collectively the "Reassumed Contracts"). Topaz shall use
reasonable efforts to promptly obtain and deliver to RASA, at Topaz's
expense, any necessary consents to the assignment of the Reassumed
Contracts to RASA.

(ii) RASA shall assume from Topaz all liabilities, obligations
and commitments of Topaz arising or accruing on or after the date of
termination relating to the Owned Vehicles and pursuant to the
Reassumed Contracts, and Topaz shall be responsible only for those
obligations relating to the Owned Vehicles and under the Reassumed
Contracts arising on or after the Effective Date and prior to the
termination of this Agreement.

(iii) Topaz shall return to RASA any equipment or property of
the Station used by Topaz, its employees or agents, in substantially
the same condition as such equipment existed on the date hereof,
ordinary wear and tear excepted.

(b) No expiration or termination of this Agreement shall terminate the
obligation of each party to indemnify the other for claims of third parties
under SECTION 6 of this Agreement or limit or impair any party's rights to
receive payments due and owing hereunder on or before the date of such
termination.

9. REPRESENTATIONS AND WARRANTIES

9.1. REPRESENTATIONS AND WARRANTIES OF RASA. RASA hereby represents and
warrants that:

9.1.1. ORGANIZATION AND STANDING. RASA is a corporation duly
formed, validly existing and in good standing under the laws of the
State of California and has all necessary corporate power and authority
to own, lease and operate the Station Assets and to carry on the
business of the Station.

9.1.2. AUTHORIZATION AND BINDING OBLIGATION. RASA has all
necessary power and authority to enter into and perform this Agreement
and the transactions

10
32

contemplated hereby, and RASA's execution, delivery and performance of
this Agreement have been duly and validly authorized by all necessary
action on its part. This Agreement has been duly executed and
delivered by RASA and constitutes its valid and binding obligation
enforceable against RASA in accordance with its terms.

9.1.3. ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED
CONSENTS. The execution, delivery and performance of this Agreement
by RASA: (a) do not and will not violate any provisions of RASA's
organizational documents; (b) do not and will not require the consent
or approval of or any filing with any third party or governmental
authority; (c) do not and will not violate any applicable law,
judgment, order, injunction, decree, rule, regulation or ruling
of any governmental authority; and (d) do not and will not, either
alone or with the giving of notice or the passage of time, or both,
conflict with, constitute grounds for termination or acceleration of
or result in a breach of the terms, conditions or provisions of, or
constitute a default under any agreement, lease, instrument, license
or permit to which RASA is now subject.

9.2. REPRESENTATIONS AND WARRANTIES OF TOPAZ. Topaz hereby
represents and warrants that:

9.2.1. ORGANIZATION AND STANDING. Topaz is a corporation duly
formed, validly existing and in good standing under the laws of the
State of Delaware and has all necessary corporate power and authority
to perform its obligations hereunder on and after the date hereof.

9.2.2. AUTHORIZATION AND BINDING OBLIGATION. Topaz has all
necessary power and authority to enter into and perform this Agreement
and the transactions contemplated hereby, and Topaz's execution,
delivery and performance of this Agreement have been duly and validly
authorized by all necessary action on its part. This Agreement has been
duly executed and delivered by Topaz and constitutes its valid and
binding obligation enforceable against Topaz in accordance with its
terms.

9.2.3. ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS.
The execution, delivery and performance of this Agreement by Topaz: (a)
do not and will not violate any provision of Topaz's organizational
documents; (b) do not and will not require the consent of any third
party or governmental authority; (c) do not and will not violate any
law, judgment, order, injunction, decree, rule, regulation or ruling of
any governmental authority; and (d) do not and will not, either alone
or with the giving of notice or the passage of time, or both, conflict
with, constitute grounds for termination or acceleration of or result
in a breach of the terms, conditions or provisions of, or constitute a
default under any agreement, lease, instrument, license or permit to
which Topaz is now subject.

11
33

10. CERTIFICATIONS

10.1. TOPAZ'S CERTIFICATION. Topaz hereby certifies that this Agreement
complies with the provisions of Sections 73.3555 (a) of the FCC's rules and
regulations.

10.2. RASA'S CERTIFICATION. RASA hereby certifies that it shall
maintain the ultimate control over the Station's facilities, including but not
limited to control over the finances with respect to the operation of the
Station, over the personnel operating the Station, and over the programming to
be broadcast by the Station.

11. MISCELLANEOUS

11.1. NO PARTNERSHIP OR JOINT VENTURE. This Agreement is not intended
to be and shall not be construed as a partnership or joint venture agreement
between the parties. Except as otherwise specifically provided in this
Agreement, no party to this Agreement shall be authorized to act as agent of or
otherwise represent any other party to this Agreement.

11.2. ENTIRE AGREEMENT; SCHEDULES; AMENDMENT; WAIVER. This Agreement
and the Purchase Agreement, and the exhibits and schedules hereto and thereto,
embody the entire agreement and understanding of the parties hereto and
supersede any and all prior agreements, arrangements and understandings relating
to the matters provided for herein. Any matter that is disclosed in a Schedule
to this Agreement or the Purchase Agreement in such a way as to make its
relevance to the information called for by another Schedule readily apparent
shall be deemed to have been included in such other Schedule, notwithstanding
the omission of an appropriate cross-reference. No amendment, waiver of
compliance with any provision or condition hereof, or consent pursuant to this
Agreement shall be effective unless evidenced by an instrument in writing signed
by the party against whom enforcement of any waiver, amendment, change,
extension or discharge is sought. No failure or delay on the part of RASA or
Topaz in exercising any right or power under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the parties to this Agreement
are cumulative and are not exclusive of any right or remedies which either may
otherwise have.

11.3. BENEFIT AND ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns. Except as provided in this SECTION 11.3, neither Topaz nor RASA may
assign its rights under this Agreement without the prior written consent of the
other party hereto. Topaz's rights hereunder shall be freely assignable without
RASA's consent to any assignee of Topaz's rights under the Purchase Agreement.

12
34

11.4. HEADINGS. The headings set forth in this Agreement are for
convenience only and will not control or affect the meaning or construction of
the provisions of this Agreement.

11.5. COMPUTATION OF TIME. If after making computations of time
provided for in this Agreement, a time for action or notice falls on Saturday,
Sunday or a Federal holiday, then such time shall be extended to the next
business day.

11.6. GOVERNING LAW; WAIVER OF JURY TRIAL. The construction and
performance of this Agreement shall be governed by the law of the State of
California without regard to its principles of conflicts of law. EACH OF THE
PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING ANY
COUNTERCLAIM MADE IN SUCH ACTION OR PROCEEDING, AND AGREES THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE DECIDED SOLELY BY A JUDGE IN THE COUNTY OF LOS ANGELES,
CALIFORNIA. Each of the parties hereto hereby acknowledges it has been
represented by counsel in the negotiation, execution and delivery of this
Agreement and that its lawyers have fully explained the meaning of the
Agreement, including in particular the jury-trial waiver. Any question of
doubtful interpretation shall not be resolved by any rule providing for
interpretation against the party who causes the uncertainty to exist or against
the drafter of this Agreement. This Agreement has been negotiated at
arm's-length between persons knowledgeable in the matters dealt with herein.
Accordingly, any rule of law, including, but not limited to, California Civil
Code Section 1654, or any other statutes, legal decisions, or common law
principles of similar effect, that would require interpretation of any
ambiguities in this Agreement against the party that has drafted it, is of no
application and is hereby expressly waived. The provisions of this Agreement
shall be interpreted in a reasonable manner to effect the intentions of the
parties hereto. Each term of this Settlement Agreement is contractual and not
merely a recital.

11.7. ATTORNEYS' FEES. In the event of any dispute between the parties
to this Agreement, RASA or Topaz, as the case may be, shall reimburse the
prevailing party for its reasonable attorneys' fees and other costs incurred in
enforcing its rights or exercising its remedies under this Agreement. Such right
of reimbursement shall be in addition to any other right or remedy that the
prevailing party may have under this Agreement. In addition, the prevailing
party shall be entitled to recover from the non-prevailing party
post-judgment/award/order attorneys' fees incurred by the prevailing party in
enforcing a judgment, order or award against the non-prevailing party.
Notwithstanding anything in this Agreement to the contrary, the provisions of
the preceding sentence are intended to be severable from the balance of the
Agreement, shall survive any judgment rendered in connection with the aforesaid
legal action, and shall not be merged into any such judgment, order or award.

13
35

11.8. NOTICES. Any notice, demand or request required or permitted to
be given under the provisions of this Agreement shall be in writing, addressed
to the following addresses, or to such other address as any party may request:

If to RASA or ▇▇▇▇▇:

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

With a copy (which shall not constitute notice) to:

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

If to Topaz or ▇▇▇▇▇▇:

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

With a copy (which shall not constitute notice) to:

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Esq.
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: 202-293-7783

▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq.

14
36

Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: 310-201-4746

Any such notice, demand or request shall be deemed to have been duly delivered
and received (a) on the date of personal delivery, or (b) on the date of
transmission, if sent by facsimile (but only if a hard copy is also sent by
overnight courier), or (c) on the date of receipt, if mailed by registered or
certified mail, postage prepaid and return receipt requested, or (d) on the date
of a signed receipt, if sent by an overnight delivery service, but only if sent
in the same manner to all persons entitled to receive notice or a copy.

11.9. SEVERABILITY. In the event that any of the provisions of this
Agreement shall be held unenforceable, then the remaining provisions shall be
construed as if such unenforceable provisions were not contained herein. Any
provision of this Agreement which is unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such unenforceability
without invalidating the remaining provisions hereof, and any such
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto hereby waive any provision of law now or
hereafter in effect which renders any provision hereof unenforceable in any
respect.

11.10. CAPITALIZED TERMS. Unless otherwise defined herein, capitalized
terms used herein and in any Schedules hereto shall have the meanings ascribed
to them in the Purchase Agreement.

11.11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument. In addition, true and correct
copies may be used in lieu of the original Agreement for any purpose whatsoever.
Finally, faxed copies of the Agreement and faxed signature pages shall be
binding and effective as to all parties and may be used in lieu of the original
Agreement, and, in particular, in lieu of original signatures, for any purpose
whatsoever.

[Signatures immediately following this page.]

15
37

IN WITNESS WHEREOF, the parties have executed this Time Brokerage
Agreement as of the date first above written.

RASA COMMUNICATIONS CORP.

By: ________________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President

TOPAZ BROADCASTING, INC.

By: ________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President

SCHEDULE 1.4 TO
STATION KIXA(FM)
TIME BROKERAGE AGREEMENT

FEES

A. REIMBURSEMENT OF EXPENSES

1. Except as set forth below, Topaz shall reimburse RASA for all
expenses reasonably incurred and actually paid by RASA pursuant to Sections
2.1.5, 2.1.6 and 3.1 of this Agreement: (a) Topaz shall not be required to
reimburse RASA for more than $5,000 a month for the salaries, exclusive of
payroll taxes, of RASA's required employees under Section 3.1; (b) Reimbursable
expenses shall not include any payments previously made by RASA for the AT&T
transmitter site lease, and RASA represents, warrants and covenants that it has
paid the $5,570 due to AT&T as of July 24, 1997.

2. RASA's reimbursable expenses shall be payable by Topaz as follows:
(a) Topaz shall pay RASA $9,500 on the first of each month (the "Monthly
Advance") beginning September 1, 1997; (b) By the 15th day of each month,
beginning October 15, 1997, RASA shall provide Topaz with paid invoices or other
similar documentation of payment by RASA of reimbursable expenses during the
preceding calendar month (the "Actual Expenses"); (c) Commencing November 1,
1997, and on the first day of each month thereafter, the Monthly Advance shall
be increased or decreased by the amount by which the Actual Expenses reported by
RASA in the preceding month exceeded or were less than the Monthly Advance
(e.g., assuming that the Monthly Advance equals $3,000, if the Actual Expenses
submitted by October 15, 1997 for the month of September 1997 equal $3,250, then
on November 1, 1997 Topaz will owe RASA the Monthly Advance ($3,000) plus $250).
Following the Closing under the Purchase Agreement Topaz and RASA shall
reconcile accounts pursuant to the proration provisions of Section 3.4 and 3.5
of the Purchase Agreement, or in the event of a termination of this Agreement
for any reason other than the occurrence of the Closing, the accounts shall be
reconciled and Topaz or RASA, as the case may be, shall pay the other any excess
reimbursable expenses unpaid or overpaid within 30 days after the termination of
this Agreement.

B. ADDITIONAL FEE.

In addition to the reimbursement of expenses as provided above, Topaz
shall, for each month during the Term, advance RASA $5,000 against payment of
the Purchase Price under the Purchase Agreement (the "Additional Fee"). The
Additional Fee shall be prorated for any partial month. The Additional Fee shall
be payable on the first of each month, beginning the Effective Date, with a
proration for any partial month. Topaz shall pay one/fifth of the Additional Fee
($1,000 per month) directly to the Trust Account for use in paying RASA's
existing indebtedness to Desert Community Bank.

C. REPAYMENT OF ADDITIONAL FEE, MONIES APPLIED TO EXISTING
RASA INDEBTEDNESS AND THE $6,500 LOAN.

In the event of the termination of the Purchase Agreement for any
reason other than the Closing, RASA shall pay Topaz, no later than 30 days
following the date of termination, the sum of (i) all collections on the
Accounts Receivable applied to the Existing RASA Indebtedness, pursuant to
Section 4.1(b), including collections applied to the payment of commissions,
(ii) amounts advanced to RASA pursuant to Schedule 1.4(B) of this Agreement, and
(iii) any other amounts advanced by Topaz to RASA between the date hereof and
the Closing for the purpose of paying Existing RASA Indebtedness. If the
Agreement is terminated by reason of RASA's default, then the sum repayable
shall include interest at the rate of 8 percent per annum. Such interest shall
accrue from the date that the collection was applied or amount advanced until
all amounts owing hereunder have been paid in full. The $6,500 Loan (as defined
in the Purchase Agreement) shall be repaid as provided in the Purchase
Agreement.

SCHEDULE 2.2.1 TO
STATION KIXA(FM)
TIME BROKERAGE AGREEMENT

PROGRAMMING REGULATIONS

Topaz agrees to cooperate with RASA in the broadcasting of programs of
the highest possible standard of excellence and for this purpose to observe the
following regulations in the preparation, writing and broadcasting of its
programs:

I. RELIGIOUS PROGRAMMING. The subject of religion and references to particular
faiths, tenets, and customs shall be treated with respect at all times. Programs
shall not be used as a medium for attack on any faith, denomination, or sect or
upon any individual organization.

II. CONTROVERSIAL ISSUES. Any discussion of controversial issues of public
importance shall be reasonably balanced with the presentation of contrasting
viewpoints in the course of overall programming; no attacks on the honesty,
integrity, or like personal qualities of any person or group of persons shall be
made during the discussion of controversial issues of public importance; and
during the course of political campaigns, programs are not to be used as a forum
for editorializing about individual candidates. If such events occur, RASA may
require that responsive programming be aired.

III. NO PLUGOLA OR PAYOLA. The mention of any business activity or "plug" for
any commercial, professional, or other related endeavor, except where contained
in an actual commercial message of a sponsor, is prohibited.

IV. ELECTION PROCEDURES. At least ninety (90) days before the start of any
regular election campaign and 45 days before any primary (provided that if any
primary is scheduled to occur within 45 days of the date of this Agreement, such
notice shall be given within 5 days of the date of this Agreement, Topaz will
clear with RASA's General Manager the rate Topaz will charge for the time to be
sold to candidates for public office and/or his or her supporters to make
certain that the rate charged conforms to all applicable laws and Station
policy.

V. REQUIRED ANNOUNCEMENTS. Topaz shall broadcast (a) an announcement in the form
satisfactory to RASA at the beginning of each hour to identify the Station, (b)
announcements as required by law to indicate that program time has been
purchased by Broker, and (c) any other announcement that may be required by law,
regulation, or Station policy.

VI. CREDIT TERMS ADVERTISING. Pursuant to rules and regulations of the Federal
Trade Commission, any advertising of credit terms shall be made over the Station
in accordance with all applicable federal and state laws.

VII. NO ILLEGAL ANNOUNCEMENTS. No announcement or promotion prohibited by
federal or state law or regulation of any lottery or game shall be made over the
Station. Any game, contest, or promotion relating to or to be presented over the
Station must be fully stated and explained in advance, and such explanation be
presented to RASA, which reserves the right, in its sole discretion to reject
any game, contest or promotion.

VIII. RASA DISCRETION PARAMOUNT. In accordance with the RASA's responsibility
under the Communications Act of 1934, as amended, and the rules and regulations
of the Federal Communications Commission, RASA reserves the right to reject or
terminate any advertising proposed to be presented or being presented over the
Station which is in conflict with Station policy or which in the judgment of
RASA or its General Manager/Chief Engineer would not serve the public interest.

IX. PROGRAMMING IN WHICH TOPAZ HAS A FINANCIAL INTEREST. Topaz shall advise
General Manager of the Station with respect to any programming [including
commercial(s)] concerning goods or services in which Topaz has a material
financial interest. Any announcements for such goods and services shall clearly
identify Broker's financial interest.

X. PROGRAMMING PROHIBITIONS. Topaz shall not knowingly and intentionally
broadcast any of the following programs or announcements:

A. FALSE CLAIMS. False or unwarranted claims for any product or
service.

B. UNFAIR IMITATION. Infringements of another advertiser's rights
through plagiarism or unfair imitation or either program idea or copy, or any
other unfair competition.

C. COMMERCIAL DISPARAGEMENT. Any disparagement of competitors or
competitive goods.

D. SLANDER, OBSCENE OR PROHIBITED INDECENT PROGRAMMING. Any programs
or announcements that are slanderous, obscene or legally indecent.

E. CONFLICT ADVERTISING. Any advertising matter or announcement which
may, in the reasonable opinion of RASA, be injurious or prejudicial to the
interests of the public, the Station, or honest advertising and reputable
business in general.

F. FRAUDULENT OR MISLEADING ADVERTISEMENT. Any advertising matter,
announcement, or claim which Topaz knows to be fraudulent, misleading, or
untrue.

RASA may waive any of the foregoing regulations in specific instances if, in its
reasonable opinion, good broadcasting in the public interest will be served
thereby.

SCHEDULE 4.1 TO
STATION KIXA(FM)
TIME BROKERAGE AGREEMENT

ASSUMED CONTRACTS

TIME SALES AGREEMENT
--------------------

o All broadcast orders or other agreements for the sale of time on
the Station for cash.

TRADE AGREEMENTS
----------------

See attached list dated September 3, 1997.

CONTRACTS
---------

Advanta
Datacount
TM Century
VV Marketing Group
Westwood One
43
KIXA-FM RUN DATE 9/03/97 TIME: 14:44 PAGE 2
SALESPRO COLLECTION REPORT (Curr Bal Does Not Include Current Activity)
Sales Rep Number/Advertiser Name, Only Type 4, Only Rep 7

SALESREP TRADE

SR BALANCE - CUSTOMERS CURRENT STATUS - ** CURRENT ACTIVITY**
CUSTOMER LAST STMT PYMT 0-30 31-60 60-90 120 NET SALES/TAX CURR BAL

SPEEDWAY SFI 7 905.00 905.00 905.00
SUPERIOR SHUTTLE 7 495.00- 495.00- 495.00-
TANGLES HAIR SALON 7 30.00- 30.00- 30.00-
ACE COMPUTERS 7 10.00 10.00 10.00
THE GAMBLER'S 7 169.90 169.90- 169.90-
THUNDERBIRD GLASS 7 317.77- 317.77- 317.77-
▇▇▇ ▇▇▇▇ 7 190.00- 190.00- 190.00-
TRACE EXCHANGE 7 2462.54 1500.00 962.54 2462.54
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ 150.00 120.00 30.00 150.00
WALMART 7 500.00 900.00 900.00
TRADE 3382.05 0.00 19032.65 3931.17 1920.90 14650.08 3382.05
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EXECUTION COPY -------------- KIXA(FM) TIME BROKERAGE AGREEMENT This Time Brokerage Agreement (the "Agreement"), made as of the 17th day of December, 1997, is between Topaz Broadcasting, Inc., a Delaware corporation ("Topaz"), programmer of radio...

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