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                                                                  EXHIBIT 5

                FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN
            ALL AMERICAN COMMUNICATIONS, INC. AND ANTHONY J. SCOTTI
                                        
     This Fifth Amendment to Employment Agreement entered into as of this 1st
day of October, 1997, between All American Communications, Inc. (the "Company")
and Anthony J. Scotti ("Executive") hereby amends that certain Employment
Agreement, dated February 25, 1991, between the Company and Executive, as
amended by Amendments Nos. 1 through 4 (collectively, the "Employment
Agreement").

     Effective as of the date hereof, Section 3.6 of the Employment Agreement is
hereby amended by the addition of the following paragraphs:

          Notwithstanding any other provision of this Employment Agreement or
     any other agreement between the parties, this Section 3.6 will remain in
     effect following the termination of the Term of this Employment Agreement
     pursuant to Section 3.2.1.A, in which event the following provisions will
     apply:

          (a) Company will indemnify Executive for any interest and penalties
     payable to any taxing authority resulting from Executive's reporting of the
     Noncompetition Payment, as defined in the Agreement Not to Compete of even
     date herewith, and any income attributable to options which become vested
     pursuant to the second sentence of Section 2.3.3 of this Employment
     Agreement (the "Option Payment") in accordance with all provisions of the
     Form W-2 provided by the Company.

          (b) If Executive receives any inquiry or notice from any taxing
     authority with respect to the Option Payment and/or the Noncompetition
     Payment, he will notify the Company within five days of receipt of such
     inquiry or notice.  Company, at its cost, will take such action in response
     to such notice, inquiry or further action by such taxing authority as the
     Company shall determine and Executive will cooperate with such action by
     Company as reasonably requested by Company.

     IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly
executed as of the date first written above.

                              ALL AMERICAN COMMUNICATIONS, INC.
                              a Delaware corporation

                              By:  /s/  Thomas Bradshaw
                                  -------------------------
                              Title:  Senior Vice President

                                  /s/  Anthony J. Scotti
                              ------------------------------
                              ANTHONY J. SCOTTI
