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                                                                 EXHIBIT 10.10.2


                                FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT (the "First Amendment") to the Employment
Agreement, dated as of April 1, 1996 (the "Employment Agreement"), between
GulfStar Communications, Inc., a Delaware corporation (the "Company") and John
D.  Cullen ("Employee"), is entered into effective as of January 1, 1998, by
and between the Company and Employee.

                                   RECITALS:

         WHEREAS, the parties hereto desire to amend the terms and provisions
of the Employment Agreement as hereinafter set forth; and

         WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Employment Agreement.


                                  AGREEMENTS:

         NOW, THEREFORE, in consideration of the foregoing and the agreements
herein contained, the parties hereto covenant and agree as follows:

         1.      The first paragraph of Section 3 of the Employment Agreement
is amended and restated in its entirety to read as follows:

                 3.       Compensation.

                 (a)  During the term of Employee's employment hereunder,
         Employee shall receive an annual base salary ("Annual Base Salary"),
         which shall be paid in accordance with the customary payroll practices
         of the Company, at least equal to $225,000. Commencing on January 1,
         1999, and on each subsequent January 1 as long as the Executive
         remains an employee of the Company (each such January 1 being herein
         referred to as an "Adjustment Date"), the Annual Base Salary of the
         Executive may be increased by such amount as the Board in its
         discretion may determine appropriate.  The result of such increase to
         the then current Annual Base Salary shall constitute the Executive's
         Annual Base Salary commencing on the Adjustment Date then at hand and
         continuing until the next Adjustment Date.  Any increase in Annual
         Base Salary shall not serve to limit or reduce any other obligation to
         the Executive under this Agreement.  The term Annual Base Salary as
         utilized in this Section 3(a) shall refer to Annual Base Salary as so
         increased.

         2.      Except as herein specifically amended or supplemented, the
Employment Agreement shall continue in full force and effect in accordance with
its terms.

         3.      This First Amendment may be executed and delivered (including
by facsimile transmission) in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.

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         IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment effective as of the date first written above.

                                    COMPANY:
                               
                                    GULFSTAR COMMUNICATIONS, INC.
                               
                               
                                    By:
                                        ---------------------------------------
                                             William S. Banowsky, Jr.
                                             Executive Vice President

                                    EMPLOYEE:




                                    -------------------------------------------
                                    John D. Cullen