PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of September 25, 2003, by and among Interep National Radio Sales, Inc., a New York corporation (Interep), McGavren Guild, Inc., a New York corporation, Interep New Media, Inc., a New York corporation, and Interep Interactive, Inc., a Delaware corporation (together with Interep, each a Pledgor and collectively the Pledgors), in favor of Commerce Bank, N.A. (the Lender). All capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Loan Agreement defined below.

BACKGROUND

Pursuant to the Loan and Security Agreement, dated as of even date herewith, among Interep, the Lender and the other entities party thereto, as Guarantors (as the same may be amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement), the Lender has agreed to make extensions of credit to the Borrower in the aggregate principal amount of $10,000,000 upon the terms and subject to the conditions set forth therein.

The Pledgors are the legal and beneficial owners of all of the right, title and interest in and to the capital stock of and other ownership interests in the Guarantors set forth on Schedule I hereto, together with all of right, title and interest in, to and under any stockholders or similar agreement relating to such capital stock or ownership interests, as described in Schedule I hereto (all of the foregoing, the Pledged Shares).

It is a condition precedent under the Loan Agreement that each Pledgor shall have made the pledge contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises contained herein, and in order to induce the Lender to enter into the Loan Agreement and to make its extension of credit to Interep thereunder, each Pledgor hereby agrees with the Lender as follows:

Section 1. Pledge. Each Pledgor hereby pledges and grants to the Lender a valid and continuing first priority security interest in all of such Pledgors right, title and interest in, to and under the following (collectively, the Pledged Collateral):

(a) all of the Pledged Shares;

(b) all additional shares of stock or other securities or ownership interests of each issuer of the Pledged Shares from time to time acquired by such Pledgor in any manner (any such shares being Additional Shares);

(c) the certificates representing the shares referred to in clauses (a) and (b) above;

(d) all dividends, cash, instruments and other property or proceeds, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

Section 2. Security for Obligations. This Agreement secures and the Pledged Collateral is security for the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, the Obligations.

Section 3. Delivery of Pledged Collateral. All certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Lender. The Lender shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in its name or in the name of any of its nominees any or all of the Pledged Collateral. In addition, the Lender shall have the right at any time to exchange certificates or instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.

Section 4. Representations and Warranties. Each Pledgor makes the following representations:

(a) The Pledged Shares (i) have been duly authorized and validly issued; (ii) are fully paid and non-assessable; and (iii) constitute 100% of the issued and outstanding shares of capital stock and of other ownership interests of each issuer of the Pledged Shares, except as set forth on Schedule I hereto.

(b) Such Pledgor is the legal and beneficial owner of the Pledged Collateral pledged by it hereunder free and clear of any Lien, except for the Lien and security interest created by this Agreement and the Loan Agreement.

(c) The pledge of the Pledged Shares pursuant to this Agreement creates a valid and perfected first priority security interest in the Pledged Collateral, securing the payment of all of the Obligations.

(d) No consent, authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority is required either (i) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Agreement or for the due execution, delivery or performance of this Agreement by such Pledgor, or (ii) for the exercise by the Lender of the rights provided for in this Agreement or of the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with the disposition of the Pledged Collateral by laws affecting the offering and sale of securities generally.

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