ASSET EXCHANGE AGREEMENT



         THIS ASSET EXCHANGE AGREEMENT (this "Agreement") is made as of March 7,

2000 among the company or companies designated as Clear Channel on the signature

page hereto (collectively, "Clear Channel") and the company or companies

designated as Exchange Party on the signature page hereto (collectively,

"Exchange Party").



                                    Recitals



         A. Clear Channel owns and operates the following radio broadcast

stations (collectively, the "Clear Channel Stations") pursuant to certain

authorizations issued by the Federal Communications Commission (the "FCC"):



                                    KHKI(FM), Des Moines, Iowa

                                    KGGO(FM), Des Moines, Iowa



                                    WROQ(FM), Anderson, South Carolina

                                    WTPT(FM), Forest City, North Carolina



         B. Exchange Party owns and operates the following radio broadcast

stations (collectively, the "Exchange Party Stations") pursuant to certain

authorizations issued by the FCC:



                                    WKDD(FM), Akron, Ohio

                                    WTOU(AM), Akron, Ohio



         C. Subject to the terms and conditions set forth herein, the parties

desire to exchange the Clear Channel Station Assets (defined below) and the

Exchange Party Station Assets (defined below). The parties intend the

transaction contemplated by this Agreement to be a like-kind exchange in

accordance with the provisions of Section 1031 of the Internal Revenue Code of

1986, as amended (the "Code").



         D. Clear Channel Communications, Inc. (Clear Channel's parent), CCU

Merger Sub, Inc. and AMFM Inc. are parties to an Agreement and Plan of Merger

dated October 2, 1999 (the "AMFM Agreement").



                                    Agreement





         NOW, THEREFORE, taking the foregoing into account, and in consideration

of the mutual covenants and agreements set forth herein, the parties, intending

to be legally bound, hereby agree as follows:







{PAGE}   2









ARTICLE 1: EXCHANGE OF ASSETS



         1.1. Clear Channel Station Assets. On the terms and subject to the

conditions hereof, on the Closing Date (defined below), Clear Channel shall

assign, transfer, convey and deliver to Exchange Party, and Exchange Party shall

acquire from Clear Channel, all of the right, title and interest of Clear

Channel in and to all of the assets, properties, interests and rights of Clear

Channel of whatsoever kind and nature, real and personal, tangible and

intangible, which are used exclusively in the operation of the Clear Channel

Stations and specifically described in this Section 1.1, but excluding the Clear

Channel Excluded Assets as hereafter defined (the "Clear Channel Station

Assets"):



              (a) all licenses, permits and other authorizations which are

issued to Clear Channel by the FCC with respect to the Clear Channel Stations

(the "Clear Channel FCC Licenses"), including those described on Schedule

1.1(a), including any renewals or modifications thereof between the date hereof

and Closing;



              (b) all equipment, electrical devices, antennae, cables, tools,

hardware, office furniture and fixtures, office materials and supplies,

inventory, motor vehicles, spare parts and other tangible personal property of

every kind and description which are used in the operation of the Clear Channel

Stations and listed or described on Schedule 1.1(b), except any retirements or

dispositions thereof made between the date hereof and Closing in the ordinary

course of business and consistent with past practices of Clear Channel (the

"Clear Channel Tangible Personal Property");



              (c) all Clear Channel Time Sales Agreements and Clear Channel

Trade Agreements (both defined in Section 2.3), Clear Channel Real Property

Leases (defined in Section 6.7), and other contracts, agreements, and leases

which are used in the operation of the Clear Channel Stations and listed on

Schedule 1.1(c), together with all contracts, agreements, and leases made

between the date hereof and Closing in the ordinary course of business that are

used in the operation of the Clear Channel Stations (the "Clear Channel Station

Contracts");



              (d) all of Clear Channel's rights in and to the Clear Channel

Stations' call letters and Clear Channel's rights in and to the trademarks,

trade names, service marks, franchises, copyrights, computer software, programs

and programming material, jingles, slogans, logos, and other intangible property

which are used exclusively in the operation of the Clear Channel Stations and

listed on Schedule 1.1(d) (the "Clear Channel Intangible Property");



              (e) Clear Channel's rights in and to all the files, documents,

records, and books of account (or copies thereof) relating exclusively to the

operation of the Clear Channel Stations, including the Clear Channel Stations'

local public files, programming information and studies, blueprints, technical

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