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                                  EXHIBIT 10.55

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                                 FIRST AMENDMENT
                                 ---------------

         THIS FIRST AMENDMENT,  dated as of this 15th day of September, 1995, by
and between MTV Latin  America,  Inc.  (n/k/a MTV Latino Inc.) ("MTVL") and Post
Edge Inc. ("PE").

                              W I T N E S S E T H:

         WHEREAS,  PE and MTVL entered into that certain Agreement,  dated as of
June 7,  1993,  wherein  PE  furnished  for the  exclusive  use of MTVL  certain
premises located at 420 Lincoln Road, Miami,  Florida (the "Agreement").  Unless
otherwise defined herein, the terms of the Agreement are incorporated  herein by
reference as therein defined;

         WHEREAS,  MTVL wishes to: (i) extend the Initial Term of the  Agreement
for an additional 5 years or sixty (60) months,  thereby  amending the Agreement
by changing the expiration date from September 16, 1995 to September 15, 2000 on
the same  terms  and  conditions  set  forth  in the  Agreement  subject  to the
provisions contained herein and (ii) delete Section 2.2 of the Agreement.

         WHEREAS,  MTVL and PE wish to amend the Agreement  with  additional and
new terms and conditions stated herein;

         NOW THEREFORE,  for and in consideration of the Premises,  Services and
Crew,  the parties  hereto,  intending to be legally  bound,  hereby  extend the
Initial Term of the Agreement and amend the Agreement as follows:

I. The Initial Term of the Agreement is extended for an additional five (5) year
period or sixty (60) months from  September 16, 1995 through  September 15, 2000
(the  "Extended  Term"),  on the same  terms  and  conditions  set  forth in the
Agreement subject to the provisions contained herein.  Notwithstanding  anything
to the contrary contained herein or in the Agreement (except for MTVL's right to
terminate the Agreement in accordance with Section 10 thereof),  MTVL shall have
the right to cancel the Agreement at any time during the Extended Term upon four
(4) months' written notice to PE (the "Cancellation Period") at the end of which
period MTVL shall be released from all obligations under the Agreement, provided
that  MTVL pays to PE a  penalty  fee of  fifteen  percent  (15%) of the  annual
Extended Fee (as defined  below)  applicable  to the year when the  cancellation
right is exercised (the "Penalty  Fee").  MTVL shall not be responsible  for the
Penalty  Fee in the  event  the  cancellation  of the  Agreement  is due to MTVL
terminating  its  operations  as a cable  television  network  or for any  other
termination right already granted to MTVL under the Agreement.  Moreover, should
PE be able to lease the  Premises  to a third  party  during  said  Cancellation
Period,  MTVL will consider PE's request to vacate the Premises prior to the end
of the  Cancellation  Period  provided MTVL is fully released of all obligations
under the Agreement (as modified  herein)  except for its  obligation to pay the
Penalty Fee.

II. Section 6.1 (c) of the Agreement is hereby amended as follows:

         Except as otherwise provided in the Agreement and/or hereunder, in full
and complete  consideration  for the Premises,  Services and Crew provided by PE
during the Extended  Term (or any portion  thereof),  and  provided  that PE has
performed  its  obligations  under the  Agreement,  MTVL agrees to pay PE and PE
agrees to accept  the  following  monthly  payments  set forth in the  following
payment schedule (the "Extended Fee"):

         Year 1: $ 88,465.00  per month  beginning  September  16, 1995  through
September  15, 1996

         Year 2: $ 95,140.00  per month  beginning  September  16, 1996  through
September 15, 1997

         Year 3:  $100,465.00  per month  beginning  September  16, 1997 through
September 15, 1998

         Year 4:  $110,165.00  per month  beginning  September  16, 1998 through
September 15, 1999

         Year 5:  $118,450.00  per month  beginning  September  16, 1999 through
September 15, 2000.

III. Section 6.2 of the Agreement is hereby modified to include the following:

         (e)  Notwithstanding  anything  to the  contrary  in the  Agreement  or
herein,  on any four (4) day  weekend  holiday  (including,  but not limited to,
Thanksgiving,  Fourth  of  July,  Christmas  and New  Years  Day) on  which  any
non-holiday  day of such a weekend the MTVL offices are closed for business (for
example  during a holiday  weekend when an additional  weekday is given as a day
off), but on which weekday the Crew is required to work (the "MTVL Day Off"), PE
and MTVL hereby  agree that all PE employees  shall be offered  that  additional
weekday as a non-working day provided the following:

         1. all  employees  shall be offered the option of taking the day off in
exchange  for their  agreement  to work a  pre-determined  amount of  additional
overtime  hours  during the week prior or the week post the  respective  holiday
weekend;

         2. with respect to the week between Christmas and New Year's Day during
which MTVL will not be needing  studio  services  (the  "Christmas  Week"),  all
employees  shall be  offered  the  option of taking  the  Christmas  Week off in
exchange for their agreement to work a reasonable mutually pre-determined amount
of additional overtime hours during the two (2) weeks prior or the two (2) weeks
post such Christmas Week; and

         3. all employees agree to the same arrangement for such holiday periods
and  are  compensated  fairly  at  their  usual  overtime  rates  for  the  week
representing the permitted days off.


IV.  Section 6.6 (a) of the  Agreement  is  modified  to include  the  following
language:

         Notwithstanding  anything to the contrary  contained  herein,  PE shall
make available to MTVL the following  Additional Equipment at no additional cost
for the Extended Term:

                   (a)     Cyc and curtains
                   (b)     Two (2) wireless headsets
                   (c)     Two (2) wireless microphones
                   (d)     Wide angle lens

V. In addition to the foregoing, PE shall also provide to MTVL, at no additional
cost,  for  the  Extended  Term,  a Grass  Valley  Kaleidoscope,  to the  extent
obtainable by PE and if not, a digital video effects device mutually  acceptable
to the parties to be used by MTVL in conjunction  with the V Series Paintbox and
Harry  equipment  currently  being  used  by  MTVL  and  located  at the PE post
facility.

VI. For the  Extended  Term,  PE shall grant to MTVL a total  discount of twenty
percent  (20%) from the rate card rates as  published  in the PE rate card dated
September  1,  1992  for  MTVL's  use of the D2  Dubbing  facilities  (including
equipment) located at the Premises.

VII.  Schedule A of the  Agreement is hereby  amended to: (i) reduce the Crew by
one (1) member by consolidating  the Chyron Operator and  Teleprompter  Operator
positions and (ii) delete the reference to the Bullpen Area  (approximately  240
square feet).

VIII.  Section 17 of the  Agreement  shall be amended to include  the  following
language:  At any point during the  Extended  Term,  PE hereby  agrees that MTVL
shall  have the right to permit a third  party  vendor to use all or any part of
the Premises for its use for any period of time provided:

         1. MTVL shall at all times remain  primarily  responsible to PE for all
obligations under the Agreement, including without limitation, the obligation to
pay the Extended Fee, and MTVL shall not be relieved of such  obligations due to
any  actions or failure to act by PE (, or said third  party or any other  party
invited by such third party) in connection with any third party or other party's
(invited  by such  third  party) use of the  Premises  as  contemplated  by this
Section 17;

         2. MTVL  shall  give PE notice of its  intention  to permit a  specific
third party the right to use the Premises no less than 15 days prior to the date
of the third party's intended use of the Premises;

         3. PE shall have the right to approve the  selection of the third party
and must give notice to MTVL no later than 72 hours from MTVL's  notice to PE of
the  designated  third  party,   provided  however  PE's  approval  may  not  be
unreasonably withheld or delayed;

         4. MTVL shall  consult  with PE as to the costs  MTVL will be  charging
such  third  party of the use of the  Premises,  provided  all  final  decisions
regarding such third party shall be MTVL's decision;

         5. MTVL shall share with PE fifty  percent (50%) of any and all profits
received by MTVL from such third parties' use of the Premises;  "profits"  shall
be defined to mean any amounts  recovered  by MTVL in excess of the Extended Fee
(after  deducting  therefrom the fees,  if any, for Overtime  Services and those
charges  described  in Section 8 (vi) herein)  payable to PE received  from such
third party  which  Extended  Fees shall be prorated  (solely for the purpose of
calculating  profits and not releasing  MTVL from paying such Extended Fees) for
the period of time the Premises are being used by such third party;

         6. in the event such third party requests additional equipment from PE,
PE shall be entitled to charge such party its discounted rate for the additional
equipment  and shall also be  entitled to charge  such party PE's  standard  and
customary  markup (which shall not exceed the markup for equipment PE charges to
MTVL) and  standard  Overtime  rates;  any monies in excess of that paid by such
third party shall be shared on an equal basis between MTVL and PE;

         7. any third party agreeing to use the Premises  shall report  directly
to MTVL and shall deliver to MTVL and PE adequate  Certificates of Insurance and
other standard and customary documentation (all in form satisfactory to MTVL and
PE) as to its ability to indemnify MTVL and PE in the event of any damage,  loss
or claim resulting from its use;

         8. in the event MTVL  elects to permit the use of the  Premises  by any
affiliated entity of the Viacom Inc. group of related companies,  MTVL shall not
be obligated to pay to PE any amounts recovered in excess of the Extended Fee.

         9.  MTVL  shall  be fully  and  solely  responsible  for the use of the
Premises by third  parties or other parties  (invited by such third  parties) as
contemplated  in this  Section  17. MTVL shall at all times  indemnify  and hold
harmless PE against and from any and all claims,  expenses,  costs, sums, suits,
liabilities and damages including reasonable  attorneys' fees (including but not
limited to trial and appellate  attorneys'  fees) which result from or arise out
of or are in connection with such third party's or other party's  (provided such
other party is invited by a third party) use of the Premises as  contemplated in
this Section 17.

IX. Section 19 of the Agreement is hereby amended to include the following:

         Copies of all notices to MTVL shall also be forwarded to Robin  Taubin,
Esq., Vice President Counsel for Real Estate, Viacom Inc. at 1515 Broadway,  New
York, New York 10036.

X. Except as  modified  hereby,  the  Agreement  shall  remain in full force and
effect and all  terms,  conditions,  representations  and  warranties  contained
therein are hereby ratified and confirmed.

         IN WITNESS WHEREOF, MTVL and PE have duly executed this First Amendment
as of the day and year first above written.

                                                      MTV LATIN AMERICA, INC.
                                                      (n/k/a MTV Latino, Inc.)


                                                      By: /s/ TOM HUNTER
                                                      Name:  Tom Hunter
                                                      Title: President


                                                      POST EDGE INC.


                                                      By: /s/ KEN LORBER
                                                      Name:  Ken Lorber
                                                      Title: President