Employment Agreement between SFX Entertainment, Inc., d/b/a Clear

            Channel Entertainment and Michael Rapino, dated August 17, 2005.



                              EMPLOYMENT AGREEMENT



      This Employment Agreement is entered into this 17th day of August 2005,

between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment (the

"Company") and Michael Rapino (the "Employee"), and effective on the date signed

by the Company (Effective Date").



      WHEREAS, the Company and the Employee desire to enter into an employment

relationship under the terms and conditions set forth in this Agreement;



      NOW, THEREFORE, in consideration of the mutual covenants and agreements

herein contained and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree as follows:



1.    TERM OF EMPLOYMENT.



The Employee's term of employment starts on the Effective Date of this Agreement

and ends on the close of business on August 31, 2007 (the "Employment Period" or

"Term of Employment"). However, beginning on August 31, 2007, the Employment

Period shall be automatically extended from day to day for twelve months, so

that commencing on September 1, 2007 and continuing for so long thereafter as

Employee is employed hereunder, there will always be exactly one year remaining

in the Term of Employment hereunder, until either party terminates in accordance

with Section 7. The term "Employment Period" or "Term of Employment" shall refer

to the Employment Period if and as so extended. Upon the closing of the proposed

spin-off of the Entertainment business from Clear Channel Communications, Inc.,

as announced on April 29, 2005, this Agreement shall be automatically assigned

by SFX Entertainment, Inc. to, and assumed by, CCE Spinco, Inc. (or other name

as such entity may assume, and referred to herein as "CCE Spinco"), the parent

entity for the newly independent, publicly traded company, and Employee shall

then report to the Chairman of the Board of Directors of such entity.



2.    TITLE AND DUTIES.



      (a) DUTIES. The Employee's title is President and CEO, SFX Entertainment,

Inc., d/b/a Clear Channel Entertainment. The Employee will perform job duties

that are usual and customary for this position, and will perform additional

services and duties that the Company may from time to time designate that are

consistent with the usual and customary duties of this position. The Employee

will report to President and CEO, Clear Channel Communications, Inc., currently

Mark P. Mays. The Employee will devote his full working time and efforts to the

business and affairs of Company.



      (b) EXCLUSIVE SERVICES. During employment with the Company, Employee shall

not be employed elsewhere, nor shall he engage in any competitive activity and,

except as set forth in the preceding clause (a) of this Section 2, Employee

shall not render any services to any other



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person or business, or acquire any interest of any type in any other business

which is in competition with Company, provided, however, that the foregoing

shall not be deemed to prohibit Employee from acquiring, solely as an

investment, (i) up to 10% of any securities of a partnership, trust, corporation

or other entity so long as Employee remains a passive investor in such entity

and such entity is not, directly or indirectly, in competition with Company or

(ii) up to 5.0% of the outstanding equity interests of any publicly held

company.



3.    COMPENSATION AND BENEFITS



      (a) BASE SALARY. The Company will pay the Employee an annual base salary

of $550,000.00. Company agrees that the salary will not be decreased in the

future. All payments of base salary will be made in installments according to

the Company's regular payroll practice, prorated monthly or weekly where

appropriate, and subject to any increases that are determined to be appropriate

by the Compensation Committee of the Company's Board of Directors ("Compensation

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