REGISTRATION RIGHTS AGREEMENT



                                  June 26, 2002





To the Purchasers Named in the

Purchase Agreement referred to below



Ladies and Gentlemen:



     This shall confirm that, in consideration of your purchase on or prior to

the date hereof of an aggregate of 10,000 shares of Series A Convertible

Preferred Stock, $0.01 par value (the "Preferred Stock"), of Interep National

Radio Sales, Inc., a New York corporation (the "Company"), pursuant to the Stock

Purchase Agreement, dated as of May 17, 2002, between the Company and each of

you (the "Purchase Agreement"), and as an inducement to each of you to

consummate the transactions contemplated by the Purchase Agreement, the Company

agrees with each of you, and with each subsequent holder of Restricted Stock (as

such term is defined below), as follows:



     1. Certain Definitions. As used herein, the following terms shall have the

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following respective meanings:



     "Affiliates" means, as to any party, a person or entity that controls, is

      ----------

controlled by or is under common control with such party (it being understood

that such term shall be interpreted in a manner consistent with the definition

of "affiliate" set forth in Rule 144 promulgated under the Securities Act).



     "Commission" means the Securities and Exchange Commission, or any other

      ----------

federal agency at the time administering the Securities Act.



     "Common Stock" means the Class A Common Stock of the Company, as

      ------------

constituted as of the date of this Agreement, subject to adjustment pursuant to

the provisions of Section 8 hereof.



     "Conversion Shares" means shares of Common Stock issued on conversion of

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the Preferred Stock or on exercise of the Warrants.



     "Default" has the meaning set forth in Section 4(c).

      -------



     "Exchange Act" means the Securities Exchange Act of 1934 or any similar

      ------------

federal statute, and the rules and regulations of the Commission thereunder, all

as the same shall be in effect at the time.



     "Filing Deadline" means the close of business on the 30th day after the

      ---------------

date of the Agreement.



     "Preferred Stock" has the meaning given in the preamble of this Agreement.

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{PAGE}



     "Purchasers" has the meaning given in the Purchase Agreement.

      ----------



     "Registerable Securities" means Conversion Shares; provided, however, that

      -----------------------

Registerable Securities shall not include any Conversion Shares which have

previously been registered or which have been sold to the public, or which have

been sold in a private transaction to a permitted transferee that does not,

together with its Affiliates, hold at least 50,000 shares of Restricted Stock

(on an as converted basis).



     "Registration Expenses" means the expenses so described in Section 6

      ---------------------

hereof.



     "Restricted Stock" means any shares of Preferred Stock or any Conversion

      ----------------

Shares.



     "Securities Act" means the Securities Act of 1933 or any similar federal

      --------------

statute, and the rules and regulations of the Commission thereunder, all as the

same shall be in effect at the time.



     "Selling Expenses" means the expenses so described in Section 6 hereof.

      ----------------



     "Shelf Registration Statement" means a registration statement on Form S-3

      ----------------------------

relating to the resale of all of the Registerable Securities and filed with the

Commission pursuant to Rule 415.



     "Warrants" means the Warrants of even date herewith issued to the

      --------

Purchasers pursuant to the Purchase Agreement.



     2. Restrictive Legend. Each certificate issued on exchange or transfer of

        ------------------

any Preferred Stock or Conversion Shares, other than shares acquired in a public

sale or as otherwise permitted by the last paragraph of paragraph 3 hereof,

shall be stamped or otherwise imprinted with a legend substantially in the form

provided in Section 6.8 of the Purchase Agreement.



     3. Notice of Proposed Transfer. Prior to any proposed transfer of any

        ---------------------------

Restricted Stock or Warrants (other than under the circumstances described in

Section 4 hereof), the holder thereof shall give written notice to the Company

of its intention to effect such transfer. Each such notice shall describe the

manner of the proposed transfer and, except with respect to an affiliate who

represents and warrants that it is an "accredited investor" as defined in Rule

501 of Regulation D under the Securities Act, if reasonably requested by the

Company, shall be accompanied by an opinion of counsel reasonably satisfactory

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