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                                                                    EXHIBIT 4.4


                        WARRANT AGREEMENT AMENDMENT NO. 4


                  AMENDMENT NO. 4, dated as of July 31, 1998, between 
AMERICAN COUNTRY HOLDINGS INC., a Delaware corporation (formerly known as The 
Western Transmedia Company, Inc.) (the "Company"), and AMERICAN STOCK 
TRANSFER & TRUST COMPANY, as Warrant Agent (the "Warrant Agent"), to the 
Warrant Agreement dated as of June 25, 1993, as amended (as so amended, the 
"Warrant Agreement") between the Company and the Warrant Agent.

                               W I T N E S S E T H

                  WHEREAS, Section 1(h) of the Warrant Agreement permits the 
Company to extend the New Warrant Expiration Date upon notice to all 
warrantholders; and

                  WHEREAS, the Company has extended the expiration date of 
the Warrants, subject to the dissemination to warrantholders of a notice 
informing them of such extension;

                  WHEREAS, the Company desires to amend the Warrant Agreement 
to provide for the extension of the New Warrant Expiration Date;

                  NOW, THEREFORE, in consideration of the premises and the 
mutual agreements hereinafter set forth, the parties hereto agree as follows:

                  SECTION 1. CAPITALIZATION. All capitalized terms used 
herein and not otherwise defined shall have the meanings accorded them in the 
Warrant Agreement.

                  SECTION 2. AMENDMENTS. The Warrant Agreement is hereby 
amended, effective as of the date hereof, as follows:


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                  (a) Section 1 of the Warrant Agreement is amended by 
substituting new subparagraph (h) in place of the existing subparagraph (h) 
to read as follows:

                           "(h) The "New Warrant Expiration Date" shall mean
                  5:00 P.M. (New York time) on August 31, 1999, or the
                  Redemption Date as defined in Section 8, whichever is earlier;
                  provided that if such date shall in the state of New York be a
                  holiday or a day on which banks are authorized or required to
                  close, then 5:00 P.M. (New York time) on the next following
                  day which in the State of New York is not a holiday or a day
                  on which banks are authorized or required to close. Upon
                  notice to all warrantholders, the Company shall have the right
                  to further extend the New Warrant Expiration Date."

                  (b) All references to the date August 31, 1998 in the 
Warrant Agreement, insofar as they relate to the date on which the Warrants 
shall expire, shall be deemed references to August 31, 1999.

                  SECTION 3.        MISCELLANEOUS.

                  (a) On and after the date of this Amendment, each reference 
in the Warrant Agreement to "this Agreement", "hereunder", "hereof" or words 
of like import referring to the Warrant Agreement, and each reference in any 
Warrant Certificate to "the Warrant Agreement", "thereunder", "thereof" or 
words of like import referring to the Warrant Agreement, shall mean and be a 
reference to the Warrant Agreement as amended by this Amendment No. 4. The 
Warrant Agreement, as amended by this Amendment, is and shall continue to be 
in full force and effect and is hereby in all respects ratified and confirmed.

                  (b) This Amendment shall be governed by and construed in 
accordance with the laws of the State of New York, except that body of law 
relating to choice of laws.


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                  (c) This Amendment may be executed in several counterparts, 
each of which shall constitute an original and all of which, when taken 
together, shall constitute a single document.

                  IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be duly executed as of the day and year first above written.

                                       AMERICAN COUNTRY HOLDINGS INC.



                                       By: /s/MARTIN L. SOLOMON
                                           --------------------
                                           Name: MARTIN L. SOLOMON
                                           Title: CHIEF EXECUTIVE OFFICER


                                       AMERICAN STOCK TRANSFER & TRUST COMPANY



                                       By: /s/ JOSEPH WOLF
                                           ---------------------------
                                           Name: JOSEPH WOLF
                                           Title: VICE PRESIDENT