LOAN AGREEMENT

                            dated as of April 4, 1997

                                     by and

                                     between

                       BAL/RIVGAM, L.L.C., as "Borrower,"



                                       and

                          RIVGAM COMMUNICATORS, L.L.C.,
                                   as "Lender"





<PAGE>

                                 LOAN AGREEMENT

                  This Loan Agreement  (this  "Agreement")  dated as of April 4,
1997 is entered  into by and  between  Bal/Rivgam,  L.L.C.,  a Delaware  limited
liability company  ("Borrower"),  and RIVGAM  COMMUNICATORS,  L.L.C., a Delaware
limited liability company ("Lender").

                                    RECITALS:

                  WHEREAS,  Borrower desires Lender to extend a loan to Borrower
in such  amount and on such terms as set forth  herein to acquire  WCS  Licenses
pursuant to the WCS Auction; and

                  WHEREAS,  Lender is  prepared to make such Loan upon the terms
and subject to the  conditions  set forth  herein  only for the  purposes of the
Partnership acquiring and operating WCS Licenses.

                                   AGREEMENT:

                  NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS


                  SECTION 1.01.  Defined Terms. As used in this  Agreement,  the
following terms have the following meanings:

                  "Applicable  Rate":  An interest  rate,  compounded  annually,
equal to 15% per annum.

                  "Business  Day": A day other than a Saturday,  Sunday or other
day on which  commercial  banks in New York are authorized or required by law to
close.

                  "Loan  Documents":  This  Agreement,  the Note,  and all other
documents executed in connection with this Agreement and/or the Loan.

                  "Maturity  Date":  The  Fifth  (5th)  Anniversary  of the date
hereof.

                  "Note":  The  promissory  note  substantially  in the  form of
Exhibit A hereto to be executed by Borrower, payable to the order of Lender.

                  "Limited   Liability  Company   Agreement":   The  Partnership
Agreement of Borrower dated as of March 25, 1997.



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<PAGE>

                  "Subsidiary":  Any corporation of which fifty percent (50%) or
more  of  the  issued  and  outstanding   voting  securities  are,  directly  or
indirectly,  owned by Borrower or any Subsidiary of Borrower or any other entity
of which  fifty  percent  (50%) or more of the  ownership  interests  are owned,
directly or indirectly, by Borrower or any Subsidiary of Borrower.

                  SECTION  1.02.  Incorporation  of Certain  Terms By Reference.
Capitalized  terms used herein but not otherwise defined shall have the meanings
specified in the Partnership Agreement as in effect on the date hereof.

                                   ARTICLE II

                                    THE LOAN

                  SECTION 2.01.  The Initial Loan.

                  (a) The Loan.  Lender  agrees,  on the  terms  and  conditions
hereinafter  set forth,  to make a loan (the "Initial  Loan") to Borrower in the
aggregate  principal  amount of Twelve million,  one hundred and fifty thousand,
one hundred Dollars  ($12,150,100).  The Initial Loan shall be made  immediately
prior to the date that the Borrower is required to make up-front deposits to the
FCC for the WCS Auction and shall be used by Borrower  for such  purpose and for
the purposes set forth in Paragraph (b) of this Section 2.01.

                  (b)      Mandatory Prepayment.

                           (1) If  after  the  termination  of the WCS  Auction,
Borrower has any funds,  including Initial Capital  Contributions as provided in
the Partnership Agreement, which are not being used, or reasonably held for use,
to fund the 20% down payment (due within 10 business  days after  release of the
WCS  Auction  closing  notice) for any WCS  Licenses  won by Borrower in the WCS
Auction,  Borrower shall, upon the written demand of Lender,  immediately prepay
the Initial Loan in an amount equal to such unused proceeds.

                           (2) If the FCC shall not  grant any WCS  Licenses  to
Borrower  in respect of any WCS  Licenses  won in the WCS  Auction or if any WCS
License granted to Borrower pursuant to the WCS Auction is either transferred or
revoked,  Borrower  shall,  upon the  demand of Lender,  immediately  prepay all
amounts owed by Borrower to Lender under the Loan Documents.  If no WCS Licenses
are  granted  to  Borrower,  Borrower  shall  not  have to pay any  interest  or
commitment fees, but only to pay the principal of the Loan.

                           (3) The net proceeds from the sale by the Partnership
of any  assets  shall be used to prepay  promptly a portion of the Loan equal to
said net proceeds.

                           (4) Any  prepayment  under  (b)(1) and (b)(3)  hereof
shall be applied to the payment of any accrued and unpaid principally before any
application to principal.


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<PAGE>

                  (c)  Supplemental  Loans.  Lender  agrees,  on the  terms  and
conditions set forth, to make loans ("Supplemental Loans") to Borrower from time
to time in an aggregate  principal  amount up to the amount  prepaid by Borrower
pursuant to Section 2.01 (b)(l); provided, however, that following the return by
the FCC of any  excess  up front  payment,  the  total of the  Initial  Loan and
Supplemental Loans shall not exceed the cost (net of any bidding credits) of all
WCS Licenses granted to Borrower  pursuant to the WCS Auction plus $200,000,  in
each case reduced by any amounts deemed to be Supplemental Loans pursuant to the
second  succeeding  sentence.  Supplemental  Loans  shall  only be used  for the
following purposes:

         (i)           to fund the  remaining 80% payment due after WCS Licenses
                       are granted;

         (ii)          to make payments pursuant to the next to last sentence of
                       Section  1 and the  proviso  clause  of  Section 2 of the
                       Expenses Agreement (the "Expenses Agreement") dated as of
                       March 25, 1997 among the Borrower and certain  members of
                       Borrower; and

         (iii)         any  other  business  purposes  approved  in  writing  by
                       Lender;

Supplemental Loans shall also include (1) all reasonable  out-of-pocket expenses
(including reasonable attorneys' fees) of Lender pursuant to Section l(b) of the
Expenses  Agreement  and  (2)  all  reasonable  costs  and  expenses  (including
reasonable  attorneys  fees)  (a)  incurred  by Lender  in  connection  with the
negotiation  and  preparation  of this  Agreement  and  each of the  other  Loan
Documents and (b) incurred by Lender or the lender to Lender with respect to the
borrowing contemplated by the last sentence of Section 8.06; provided,  however,
that the amounts deemed  Supplemental Loans under this sentence shall not exceed
$150,000.  Lender's  obligation to make Supplemental Loans (1) is conditional on
Borrower being in full compliance with all the  representations,  warranties and
covenants  of  Borrower  contained  in the Loan  Documents,  no Event of Default
hereunder having occurred,  and the FCC not having  threatened to revoke any WCS
Licenses  granted to Borrower in the WCS Auction and (2) shall  terminate on the
earlier  of  the  maturity  of  the  Loan  (whether  at the  Maturity  Date,  by
acceleration  or otherwise) or the payment in full of the Loan.  The term "Loan"
shall include the twelve million,  one hundred and fifty  thousand,  one hundred
dollar Initial Loan, the  Supplemental  Loans,  interest  (including  compounded
interest) and all other amounts payable to Lender under the Loan Documents.

                  (d) Commitment Fees. Borrower shall pay to Lender a commitment
fee of 20% per  annum  from the date of the  Initial  Loan on the  total  Twelve
million,  one hundred and fifty  thousand,  one  hundred  Dollars  ($12,150,100)
commitment to make Loans (including any used portion);  provided,  however, that
following the return by the FCC of any excess up front payment, the total dollar
amount of such  commitment  shall be  reduced  to the cost  (net of any  bidding
credits) of all WCS  Licenses  granted to  Borrower  pursuant to the WCS Auction
plus $200,000 (in each case reduced by any amounts deemed to be the Supplemental
Loans pursuant to the third sentence of Section  2.01(c)).  The commitment  fees
shall be due and payable,  without interest,  on the date when the commitment to
make Supplemental Loans shall terminate pursuant to clause (2) of the next to


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<PAGE>

last sentence of Section  2.01(c).  If the commitment  fees are not paid when so
due and payable,  the commitment  fees shall be deemed to bear interest at twice
the Applicable  Rate until the date of payment.  The commitment fees shall cease
to accrue on the  earlier  of the  Maturity  Date or the  payment in full of the
Loan.

                  (e) Special Fee. In addition to interest,  commitment fees and
other payments  provided for herein,  Borrower shall pay to Lender a special fee
equal to 15% of the Net  Profits  of  Bal/Rivgam  from-time  to time as and when
realized.  With respect to any capital contributions by Lender or James Balitsos
("Balitsos"),  or any  Affiliate  of Lender or Balitsos,  to Borrower,  up to an
aggregate  maximum  of 25% of the  cost  (net  of any  bidding  credits)  of WCS
Licenses won by Bal/Rivgam in the WCS Auctions (the "Equity Investment"),  there
shall be deemed to be, for  purposes  of  computing  Net  Profits,  an  interest
expense  equal to 20% plus  higher of the  prime  rate (as set forth in the Wall
Street Journal) or 7% (reset annually on each April 4), compounded annually. The
payment  provided  for in Section 2(b) of the Letter  Agreement  dated March 25,
1997,  between  Borrower and Lynch PCS Corporation G shall not be deemed to be a
cost for purposes of computing Net Profits; however,  interest,  commitment fees
and payments (other than pursuant to this Section  2.01(e)) under this Agreement
shall be deemed to be costs in computing Net Profits. Net Profits shall mean and
shall be  deemed  to be  realized  at the time of (i) any  profits  received  by
Bal/Rivgam  from the  sale,  directly  or  indirectly,  of all or a  substantial
portion of the assets of  Bal/Rivgam  (assuming the payment of the principal and
deemed  interest  expense  on the  Equity  Investment),  (ii)  any  payments  or
distributions  by Bal/Rivgam,  including  loans, to the members of Bal/Rivgam or
their  Affiliates  (other than payments of principal and deemed interest expense
on the Equity  Investment,  payments  pursuant to this  Agreement  and  payments
pursuant to the Expenses Agreement),  (iii) the proceeds from any sale, directly
or  indirectly,  including  a merger or similar  transaction,  by any members of
Bal/Rivgam of any of their interest in Bal/Rivgam  and/or (iv) the proceeds from
any sale or in any member of  Bal/Rivgam,  whether by an Affiliate,  to a person
that is not an  Affiliate of  Bal/Rivgam.  The term  "Affiliate"  shall have the
meaning in Rule 12b-2 under the  Securities  Exchange Act of 1934,  as amended .
Net Profits shall not include any amounts received by Borrower  pursuant to this
Loan Agreement (other than pursuant to this Section  2.01(e)).  Any recipient of
any  distributions  or proceeds from sale shall be  responsible,  in addition to
Bal/Rivgam,  for the payment of any amounts due under this Section 2.01(e).  Any
dispute under this Section  4.01(e) shall be subject to  arbitration in New York
City or Rye, New York, in accordance with the rules of the American  Arbitration
Association.

                  SECTION  2.02.  The Note.  The Loan  made by  Lender  pursuant
hereto shall be evidenced by the Note,  representing  the obligation of Borrower
to pay the aggregate unpaid  principal  amount of the Loan made by Lender,  with
interest thereon as prescribed in Section 2.05.

                  SECTION  2.03.   Payment  of  Principal.   The  entire  unpaid
principal  amount of the Loan,  together  with all accrued  and unpaid  interest
thereon, shall be due and payable on the Maturity Date.



                                       -4-

<PAGE>

                  SECTION  2.04.  Optional  Prepayment.  Borrower  may,  at  its
option,  prepay the Loan,  without  premium  except as provided in the Note,  in
whole or in part at any time and from time to time;  provided  that Lender shall
have  received  from  Borrower  notice of any such  prepayment at least five (5)
Business  Days  prior  to the  date of the  proposed  prepayment,  in each  case
specifying the date and the amount of  prepayment.  Partial  payments  hereunder
shall be in an aggregate  principal  amount of $50,000 or any integral  multiple
thereof. Any such prepayments shall be applied to the payment of any accrued and
unpaid interest before any application to principal.

                  SECTION 2.05.  Interest Rate and Payment Dates.

                  (a) Interest Rate and Payment. The Loan shall bear interest on
the unpaid principal amount thereof from the date made through maturity (whether
at the Maturity Date, by acceleration or otherwise) at the Applicable  Rate. All
accrued and unpaid interest on the Loan shall be compounded annually and payable
on the Maturity  Date.  Interest on the Loan shall be computed on the basis of a
360-day year for the actual number of days elapsed. In computing interest on the
Loan,  the date of the  making  of the Loan  shall be  included  and the date of
payment of the Loan shall be excluded.

                  (b)  Default  Interest.  Upon the  occurrence,  and during the
continuation of, any Event of Default,  the principal amount of the Loan and any
interest  accrued and unpaid thereon shall bear interest at the Applicable  Rate
plus 3% per annum.

                  SECTION 2.06.  Security, Other.

                  (a)  Security.  All  amounts  payable  pursuant  to  the  Loan
Documents shall be secured to the extent permitted by law by a security interest
in all the assets of Borrower.

                  (b) Not Exceed  Maximum Rate.  Notwithstanding  the foregoing,
neither  interest  on the Loan nor  commitment  and other fees shall  exceed the
highest rate permitted by applicable law.

                                   ARTICLE III

                     GENERAL PROVISIONS CONCERNING THE LOAN

                  SECTION 3.01.  Payments.  Borrower  shall make each payment of
principal,  interest and fees  hereunder and under the Note,  without  setoff or
counterclaim, not later than 11:00 a.m. New York City time, on the day when due,
in lawful money of the United  States of America to Lender by wire transfer sent
to an account  designated in writing from time to time by Lender, in immediately
available funds.  Payments received after such time shall be deemed to have been
paid by Borrower on the next succeeding Business Day.



                                       -5-

<PAGE>

                  SECTION 3.02.  Payment on Non-Business Days. If any payment to
be made  hereunder or under the Note shall be stated to be due on a day which is
not a Business  Day,  such payment may be made on the next  succeeding  Business
Day,  and with  respect to  payments of  principal,  interest  thereon  shall be
payable at the then applicable rate during such extension.

                  SECTION 3.03. Conditions; Documentation. As a condition to the
making of the Loan,  Borrower  will  execute and deliver or cause to be executed
and delivered to Lender such documents,  instruments and  certificates as Lender
may reasonably request.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  Borrower represents and warrants as follows:

                  SECTION 4.01.  Organization.  Borrower is a limited  liability
company duly formed and validly  existing and in good standing under the laws of
the  State  of  Delaware,   is  duly  qualified  to  transact  business  in  all
jurisdictions in which the conduct of its business requires such  qualification,
and has full  partnership  power and  authority  to conduct its  business and to
enter into and perform its obligations under the Loan Documents.

                  SECTION  4.02.  Authorization.  The  execution,  delivery  and
performance  of the Loan  Documents by Borrower has been duly  authorized by all
necessary  company  action on the part of Borrower.  Each Loan Document has been
duly  executed by Borrower and  delivered by Borrower to Lender and  constitutes
the legal, valid and binding  obligation of Borrower,  enforceable in accordance
with its terms,  except as such  enforceability  may be  limited by  bankruptcy,
insolvency or other laws affecting  creditors' rights generally and the exercise
of judicial discretion in accordance with general equitable principles.

                  SECTION  4.03.  No  Conflict.  The  execution,   delivery  and
performance of each Loan Document by Borrower, and the compliance with the terms
and  conditions  hereof and thereof by Borrower,  does not,  with or without the
giving of notice or the lapse of time or both,  conflict with,  breach the terms
or  conditions  of,  constitute  a default  under,  or violate  the (i)  Limited
Liability Company Agreement, (ii) any agreement to which Borrower is a party, or
(iii) any  judgment,  decree,  order,  law,  rule or  regulation  applicable  to
Borrower.

                  SECTION 4.04.  Litigation.  There is no unsatisfied  judgment,
award, order, writ,  injunction,  arbitration  decision or decree outstanding or
any  litigation,  proceeding,  claim or  investigation  pending  or, to the best
knowledge of Borrower,  threatened  against  Borrower which may adversely affect
the ability of Borrower  to enter into and  perform its  obligations  under Loan
Documents.



                                       -6-

<PAGE>

                  SECTION  4.05.  Accuracy of  Representations  and  Warranties;
Disclosure.  The  representations and warranties of the Control Group Member set
forth in the Limited  Liability  Company  Agreement  are true and correct in all
material  respects.  No representation or warranty of Borrower set forth in this
Agreement,  or any  certificate  or written  statement  furnished by Borrower or
Lender for use in connection with the transactions  contemplated  hereby, and no
representation  or warranty of the Control Group Member set forth in the Limited
Liability Company  Agreement,  contains any untrue statement of material fact or
omits to  state a  material  fact  necessary  in  order  to make the  statements
contained herein or therein not misleading.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                  Borrower  covenants  that so  long  as any of the  Loan or any
obligation of Borrower under the Loan Documents remains  outstanding,  and until
payment in full of all obligations of Borrower subject hereto, Borrower shall:

                  SECTION 5.01.  Punctual Payments.  Punctually pay the interest
and principal in respect of the Loan and all other  obligations under any of the
Loan  Documents  at the times and place and in the manner  specified in the Loan
Documents.

                  SECTION 5.02. Accounting Records.  Maintain adequate books and
records in accordance with generally accepted accounting principles consistently
applied  ("GAAP"),  and permit any  representative  of Lender, at any reasonable
time,  to inspect,  audit and examine such books and records,  to make copies of
the same, and to inspect the properties of Borrower.

                  SECTION 5.03.  Financial  Statements  and Reports.  Provide to
Lender the following, in form and detail satisfactory to Lender:

                  (a) not later  than  ninety  (90)  days  after the end of each
fiscal year of Borrower,  an audited  balance sheet of Borrower as of the end of
such fiscal year,  and the related  audited  statements of  operations  and cash
flows of  Borrower  for the  twelve-month  period  ended on the last day of such
fiscal year, in each case,  prepared in accordance  with GAAP,  together with an
auditor's report thereon  prepared by a nationally  recognized firm of certified
public accountants;

                  (b) not later  than  thirty  (30)  days  after the end of each
fiscal  quarter of Borrower,  an unaudited  balance  sheet of Borrower as of the
last  day of  such  fiscal  quarter  and the  related  unaudited  statements  of
operations  and cash flows of Borrower  for the three (3) month  period ended on
the last day of such fiscal quarter,  in each case,  prepared in accordance with
GAAP (subject to normal year-end adjustments and the absence of footnotes);

                  (c) within  five (5) days of receipt by members of the Company
Committee,  any written  report  (including  any Business  Plan or any amendment
thereto) provided to the members of


                                       -7-

<PAGE>

the Company Committee concerning the business,  assets,  condition (financial or
otherwise) or prospects of the Borrower or its business; and

                  (d) from time to time such  other  information  as Lender  may
reasonably request.

                  SECTION  5.04.  Compliance.  Maintain all WCS Licenses and all
other  licenses,  permits,   governmental  approvals,   rights,  privileges  and
franchises  necessary  for the  conduct  of  Borrower's  business;  conduct  its
business in an orderly and regular  manner and in a manner  consistent  with the
terms of the Limited Liability Company Agreement; and comply with the provisions
of the Limited Liability Company Agreement and all laws, rules,  regulations and
orders of any governmental authority applicable to Borrower or its business.

                  SECTION 5.05. Insurance.  Maintain and keep in force insurance
of the types and in amounts  customarily carried in lines of business similar to
Borrower's,  including  but not  limited  to  fire,  extended  coverage,  public
liability, property damage and workers' compensation, carried with companies and
in amounts  satisfactory  to Lender,  and deliver to Lender from time to time at
Lender's request schedules setting forth all insurance then in effect.

                  SECTION  5.06.  Facilities.  Keep  all  Borrower's  properties
useful or necessary to  Borrower's  business in good repair and  condition,  and
from time to time make necessary repairs,  renewals and replacements  thereto so
that  Borrower's  properties  shall  be  fully  and  efficiently  preserved  and
maintained.

                  SECTION 5.07. Taxes and Other  Liabilities.  Pay and discharge
when due any and all indebtedness, obligations, assessments and taxes, both real
or  personal  and  including  federal  and state  income  taxes,  except such as
Borrower may in good faith contest or as to which a bona fide dispute may arise,
provided  provision is made to the  satisfaction of Lender for eventual  payment
thereof  in the  event  that it is  found  that  the  same is an  obligation  of
Borrower.

                  SECTION 5.08. Notification. Promptly give notice in writing to
Lender of (i) the  occurrence  of any Event of Default  or any event  reasonably
likely to result in the occurrence of an Event of Default,  or (ii) any material
adverse change in the business,  assets,  condition  (financial or otherwise) or
prospects of Borrower.

                  SECTION 5.09.  Supplemental Loans Replacement.  At the request
of Lender, Borrower will use its best efforts to refinance the Loan.









                                       -8-

<PAGE>

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Borrower  further  covenants  that so long as the  Loan or any
obligation under the Loan Documents  remains  outstanding,  and until payment in
full of all obligations of Borrower  subject  hereto,  Borrower will not without
the prior written consent of Lender:

                  SECTION 6.01. Use of Proceeds.  Use any of the proceeds of the
Loan except for the purposes stated in Section 2.01 hereof.

                  SECTION 6.02. Conduct of Business.  Conduct any business other
than the Company Business.

                  SECTION 6.03. Merger; Consolidation.  Etc.. Merge, consolidate
or combine with any other Person or sell all or substantially  all of Borrower's
assets or properties.

                  SECTION 6.04. Acquisition and Disposition of Assets.  Acquire,
sell, lease, exchange,  transfer, mortgage, pledge, license or dispose of assets
in any transaction or series of related transactions involving  consideration of
a value in  excess  of  $100,000  in any  12-month  period  or  $300,000  in the
aggregate.

                  SECTION 6.05.  Incurrence of Indebtedness.  Incur indebtedness
for borrowed money, or refinance,  modify or extend any indebtedness of Borrower
for borrowed money.

                  SECTION  6.06.  Capital  Expenditure;  Investments.  Make  any
capital expenditure,  investment or capital  contribution,  or any commitment to
make any capital expenditure, investment or capital contribution in an amount in
excess of $100,000 in any 12-month period or $300,000 in the aggregate.

                  SECTION 6.07.  Loans;  Guarantees.  Make any loan or guarantee
any indebtedness or liability of any other Person.

                  SECTION 6.08. Partnership Distributions. Distribute any assets
or property of  Borrower  to any Member of  Borrower  or redeem,  repurchase  or
otherwise retire for value any company interest of any Member of Borrower.

                  SECTION  6.09.  Material   Agreements.   Enter  into  (i)  any
Affiliation  Agreement,  (ii) any joint  venture,  partnership  or other similar
agreement or (iii) any  agreement,  contract or lease that is entered into other
than in the  ordinary  course of business or that  involves  the  furnishing  or
receipt of  consideration  to or by Borrower with value in excess of $100,000 in
any 12-month period or $300,000 in the aggregate.



                                       -9-

<PAGE>

                  SECTION  6.10.  Related Party  Transaction.  any Related Party
Transaction. Enter into any Related Party Transaction.

                  SECTION 6.11.  Modification  of WCS Licenses.  Surrender,  not
seek renewal, or seek the transfer, of any WCS License held by Borrower or agree
to any material modification to any WCS License held by Borrower.

                  SECTION 6.12.  Pledge of Assets.  Mortgage,  pledge,  grant or
permit to exist a security  interest in, or lien upon,  any of its assets of any
kind, now owned or hereafter acquired.

                  SECTION  6.13.  Subsidiary.  Create or acquire any interest in
any Subsidiary.

                  SECTION 6.14.  Change in Benefits.  Continue to Participate in
the WCS Auction process or acquire any WCS License awarded to Borrower  pursuant
to the WCS  Auction,  if for any reason any of the benefits  (including  without
limitation  bidding  credits)  available to a very small business as provided in
the FCC Rules as of the date hereof shall cease to be available to the Borrower.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

                  SECTION 7.01. Events of Default.  The occurrence of any of the
following  events shall  constitute an event of default  hereunder (an "Event of
Default"):

                  (a) Borrower shall fail to pay any portion of the principal or
interest of the Loan or other  amount  payable  hereunder or under the Note when
due; or

                  (b) Any  representation or warranty made by Borrower herein or
in connection  with any other Loan Document,  shall prove to have been incorrect
in any material respect when made; or

                  (c)  Borrower  shall  default in any  material  respect in the
timely performance of or compliance with any term or condition  contained in any
Loan  Document,  and such  default  shall not have been  remedied  or waived for
twenty (20) Business Days after such failure, or any Partner (other then Lender)
shall default in any material  respect in the  performance of or compliance with
any term or condition of the  Partnership  Agreement or the Expenses  Agreement,
and such default shall not have been  remedied  within ten (10) Business Days of
such default; or

                  (d) Borrower  shall (i) have an order for relief  entered with
respect  to it under any  federal or state  bankruptcy  law or any  similar  law
relating to the enforcement of creditors rights  generally (a "Bankruptcy  Law")
(ii) not pay, or admit in writing his  inability  to pay its debts  generally as
they become due, (iii) make an assignment for the benefit of its creditors,  (v)
apply for,


                                      -10-

<PAGE>

seek,  consent to, or acquiesce in, the  appointment  of a receiver,  custodian,
conservator,  trustee,  examiner,  liquidator or similar official for his or any
substantial part of his property, (vi) institute any proceeding seeking an order
for relief under any  Bankruptcy  Law or seeking to  adjudicate it a bankrupt or
insolvent,  or seeking  dissolution,  winding up,  liquidation,  reorganization,
arrangement, adjustment or composition of it or its debts under any law relating
to bankruptcy, insolvency or reorganization or relief of debtors or fail to file
an  answer  or other  pleading  denying  the  material  allegations  of any such
proceeding filed against it, (vii) take any action to authorize or effect any of
the foregoing  actions,  or (viii) fail to contest in good faith any appointment
or proceeding described in this Subsection 7.01(d); or

                  (e) A receiver,  custodian,  conservator,  trustee,  examiner,
liquidator  or  similar   official  shall  be  appointed  for  Borrower  or  any
substantial  part of its  property,  or a  proceeding  described  in  Subsection
7.01(d)(v) shall be instituted  against Borrower and such appointment  continues
undischarged or such proceeding  continues  undismissed or unstayed for a period
of 60 consecutive days;

                  (f) There shall have occurred an event of  dissolution  of the
Borrower  within the  meaning of Section 9.1 of the  Limited  Liability  Company
Agreement; or

                  (g) The FCC shall have revoked, or has instituted  proceedings
to revoke, any WCS Licenses granted to the Borrower in the WCS Auction; or

                  (h) The Control Group Member shall have Transferred any of its
interest in the Borrower.

                  SECTION 7.02. Acceleration;  Remedies Upon Occurrence of Event
of Default. Upon the occurrence of any Event of Default described in clause (d),
(e),  (f),  (g), (h) or (i) of Section  7.01,  the Loan  (together  with accrued
interest thereon) and all other amounts owing under this Agreement, the Note and
the other Loan Documents shall immediately become due and payable,  and upon the
occurrence  of any other  Event of Default,  Lender may, by notice to  Borrower,
declare the Loan (together with accrued interest  thereon) and all other amounts
owing under this  Agreement and the other Loan  Documents to be due and payable.
Except as expressly provided above in this Section, presentment, demand, protest
and all other notices of any kind are hereby expressly waived.

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01.  Costs,  Expenses and Attorneys' Fees.  Borrower
shall pay to Lender  immediately  upon demand the full amount of all  reasonable
costs and expenses (including  reasonable attorneys' fees) incurred by Lender in
connection  with (a) the  preparation  of  amendments  and  waivers  to the Loan
Documents,  (b) the  enforcement of Lender's rights and/or the collection of any
amounts which become due to Lender under any of the Loan Documents,  and (c) the
prosecution or


                                      -11-

<PAGE>

defense of any action in any way related to any of the Loan Documents, including
without limitation any action for declaratory relief.

                  SECTION 8.02.  Amendments,  Etc. No amendment or waiver of any
provision  of the Loan  Documents  nor consent to any  departure  by Borrower or
Lender  therefrom,  shall in any event be effective  unless the same shall be in
writing and signed by the other party,  and then such waiver or consent shall be
effective only in the specific  instance and for the specific  purpose for which
given.

                  SECTION 8.03.  Notices,  Etc. Except as otherwise set forth in
this  Agreement,  all notices and other  communications  provided for  hereunder
shall be in writing (including  telegraphic,  telex or facsimile  communication)
and mailed or  telegraphed  or telexed or sent by  facsimile  or  delivered,  to
Borrower or Lender at their respective addresses set forth on the signature page
hereof; or, as to any other Person, at such other address as shall be designated
by such Person in a written  notice to the other  parties.  All such notices and
communications  shall be effective when deposited in the mails, sent by telex or
sent by  facsimile,  respectively,  except that  notices and  communications  to
Lender  pursuant to Article II or VII shall not be effective  until  received by
Lender.

                  SECTION 8.04.  Indemnification.  Borrower  agrees to indemnify
and  hold  harmless  Lender  and  the  Collateral  Agent  and  their  respective
affiliates,  directors,  officers,  employees,  agents and  advisors  (each,  an
"Indemnified  Party")  from and  against any and all  claims,  damages,  losses,
liabilities  and expenses  (including  without  limitation  reasonable  fees and
expenses of counsel) that may be incurred by or asserted or awarded  against any
Indemnified  Party,  in each case  arising  out of or in  connection  with or by
reason of, the  preparation for a defense of, any  investigation,  litigation or
proceeding  arising out of, related to or in connection with the Loan Documents,
the  proposed  or  actual  use of the  proceeds  therefrom  or any of the  other
transactions  contemplated hereby or thereby, whether or not such investigation,
litigation  or  proceeding  is brought by Borrower,  creditors  of Borrower,  an
Indemnified  Party or any other  Person or an  Indemnified  Party is otherwise a
party thereto, and whether or not the transactions contemplated hereby or by any
other Loan Document are  consummated,  except to the extent such claim,  damage,
loss,  liability or expenses is found in a final,  non-appealable  judgment by a
court of competent  jurisdiction to have resulted from such Indemnified  Party's
gross negligence or willful misconduct.

                  SECTION 8.05. No Waiver;  Remedies.  No failure on the part of
Lender or Borrower to exercise, and no delay in exercising,  any right under any
of the Loan Documents shall operate as a waiver thereof, nor shall any single or
partial exercise of any right under any of the Loan Documents preclude any other
or further  exercise  thereof or the exercise of any other  right.  The remedies
herein  provided are  cumulative  and not exclusive of any remedies  provided by
law.

                  SECTION 8.06. Assignments and Participation.  Lender may sell,
assign, transfer,  negotiate or grant participation to any other party in all or
part of the obligations of Borrower outstanding under the Loan Documents without
Borrower's prior written  consent.  Lender may, in connection with any actual or
proposed assignment or participation, disclose to the actual or


                                      -12-

<PAGE>

proposed assignee or participant,  any information relating to Borrower.  Lender
may  borrow  the funds  necessary  to make  Loans to  Borrower  under  this Loan
Agreement  and may  assign  this  Agreement  and the Note as  security  for such
borrowing.

                  SECTION 8.07.  Effectiveness  Binding  Effect;  Governing Law.
This  Agreement and each other Loan Document  shall be binding upon and inure to
the benefit of Borrower,  Lender and their  respective  successors  and assigns,
except that Borrower shall not have the right to assign his rights  hereunder or
any interest herein without the prior written consent of Lender.  THIS AGREEMENT
AND THE OTHER LOAN  DOCUMENTS  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH,  THE LAWS OF THE STATE OF DELAWARE  WITHOUT GIVING EFFECT TO ITS CHOICE OF
LAW DOCTRINE.

                  SECTION 8.08. Waiver of Jury Trial. BORROWER AND LENDER HEREBY
AGREE TO WAIVE THEIR RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION  BASED UPON OR ARISING OUT OF ANY OF THE LOAN  DOCUMENTS  OR ANY DEALINGS
BETWEEN THEM  RELATING TO THE SUBJECT  MATTER OF THIS LOAN  TRANSACTION  AND THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER
IS INTENDED TO BE  ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,  INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS. LENDER AND BORROWER EACH ACKNOWLEDGE THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT,  AND THAT
EACH WILL  CONTINUE  TO RELY ON THE  WAIVER IN THEIR  RELATED  FUTURE  DEALINGS.
LENDER AND BORROWER  FURTHER  WARRANT AND REPRESENT  THAT EACH HAS REVIEWED THIS
WAIVER WITH LEGAL COUNSEL,  AND THAT EACH KNOWINGLY AND VOLUNTARILY  WAIVES JURY
TRIAL  RIGHTS  FOLLOWING   CONSULTATION  WITH  LEGAL  COUNSEL.  THIS  WAIVER  IS
IRREVOCABLE,  MEANING THAT IT NAY NOT BE MODIFIED  EITHER  ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,  RENEWALS,  SUPPLEMENTS
OR  MODIFICATIONS  TO  THIS  AGREEMENT,  THE  LOAN  DOCUMENTS,  OR TO ANY  OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE LOAN.

                  SECTION  8.09.  Consent  to  Jurisdiction;  Venue;  Agent  for
Service of Process.  All judicial  proceedings  brought  against  Borrower  with
respect to the Loan  Documents  may be brought in any state or Federal  court of
competent  jurisdiction in the State of Delaware,  and by execution and delivery
of this  Agreement,  Borrower  accepts  for  itself and in  connection  with its
properties, generally and unconditionally,  the nonexclusive jurisdiction of the
aforesaid  courts,  and irrevocably  agrees to be bound by any judgment rendered
thereby in connection with the Loan Documents.


                                      -13-

<PAGE>

Borrower  irrevocably  waives  any right it may have to assert the  doctrine  of
forum non  convenient  or to object to venue to the  extent  any  proceeding  is
brought in accordance with this Section 6.09.

                  SECTION 8.10. Entire Agreement.  The Loan Documents embody the
entire  agreement and  understanding  between the parties hereto with respect to
the subject matter hereof and supersede all prior agreements and  understandings
between the parties hereto relating to the subject matter hereof.

                  SECTION 8.11.  Separability of Provisions.  In case any one or
more of the provisions contained in this Agreement should be invalid, illegal or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein  shall  not in any way be  affected  or
impaired thereby.

                  SECTION 8.12. Execution in Counterparts. This Agreement may be
executed in any number of counterparts,  each of which when so executed shall be
deemed to be an original and all of which taken  together  shall  constitute one
and the same agreement.

                  SECTION  8.13.   Independence  of  Covenants.   All  covenants
hereunder shall be given  independent  effect so that if a particular  action or
condition is not permitted by any of such  covenants,  the fact that it would be
permitted by an exception to, or be otherwise within the limitations of, another
covenant shall not avoid the occurrence of an Event of Default if such action is
taken or condition exists.

                  SECTION 8.14. Survival of Representations. All representations
and warranties of Borrower contained in any Loan Document shall survive delivery
of the Note and the making of the Loan herein contemplated.

                  SECTION 8.15.  Non-Recourse  to Members.  Lender shall have no
recourse against the Company Committee  members or any Member,  nor any of their
respective officers,  directors,  employees, agents,  shareholders,  partners or
controlling  persons,  nor any of their respective  assets (except to the extent
such assets are also assets of the  Borrower),  for the payment of any principal
of or interest on the Loan,  commitment  fees, or any other amount due under any
Loan Document,  or for the breach of any representation,  warranty,  covenant or
agreement under the Loan Document,  other than (i) any covenant or agreement set
forth in Sections 6.2 and 6.4 of the Limited Liability Company Agreement or (ii)
as provided in the next to last sentence of Section 2.01(e).



                                      -14-

<PAGE>

Liability Company Agreement) under any Loan Document.

                                   "Lender":

                                   RIVGAM COMMUNICATORS, L.L.C.



                                   By:  /s/ Stephen G. Bondi
                                        ---------------------------------------
                                   Name:  Stephen G. Bondi
                                   Title:



                                   "Borrower":

                                   BAL/RIVGAM, L.L.C.



                                   By:  /s/ James Balitsos
                                        ---------------------------------------
                                   Name:  James Balitsos
                                   Title: Control Group Member



                                      -15-

<PAGE>

                                    EXHIBIT A

                                 PROMISSORY NOTE

$12,150,100                                                        April 4, 1997

         FOR VALUE RECEIVED,  Bal/Rivgam,  L.L.C., a Delaware limited  liability
company ("Borrower"), promises to pay to Rivgam Communicators, L.L.C. ("Lender")
or order, by wire transfer sent to an account  designated in writing to Borrower
from time to time by the holder hereof (or in such other manner or at such other
place as the holder  hereof shall notify  Borrower in  writing),  the  principal
amount of Twelve Million,  One Hundred and Fifty  Thousand,  One Hundred Dollars
($12,150,100)  or so much  thereof as may have been  loaned or deemed  loaned by
Lender to Borrower  pursuant to the Loan Agreement,  with interest from the date
hereof on the unpaid  principal  balance  hereunder  at the rate of interest set
forth in that certain Loan Agreement of even date herewith  between Borrower and
Lender (the "Loan Agreement"),  including, without limitation,  default interest
as set forth in  Section  2.04 of the Loan  Agreement.  (Capitalized  terms used
herein and not otherwise  defined shall have the meanings given to such terms in
the Loan  Agreement).  The principal amount under this Note, and all accrued and
unpaid interest  thereon,  shall be due and payable on the Maturity Date, unless
the  Maturity  Date is  extended  or  otherwise  modified  pursuant  to the Loan
Agreement.

         Each payment  under this Note shall first be credited  against  accrued
and unpaid interest, and the remainder shall be credited against principal. This
Note may be  prepaid in whole or in part at any time,  after  five (5)  Business
Days written notice of Borrower's  intention to make any such prepayment,  which
notice shall  specify the date and amount of such  prepayment.  Partial  payment
hereunder shall be in an aggregate  principal  amount of Fifty Thousand  Dollars
($50,000) or any integral  multiple  thereof.  The written notice of Borrower to
make a prepayment  hereunder  shall create an  obligation of Borrower to pay the
amount  specified on the date specified in such notice.  Any prepayment shall be
without penalty except that interest shall be paid to the date of payment on the
principal amount prepaid.

         Principal  and interest  shall be payable in lawful money of the United
States of America.

         Upon the occurrence of an Event of Default under the Loan Agreement the
holder hereof may, at its option,  without  notice to or demand upon Borrower or
any other party,  except as otherwise  provided in the Loan  Agreement,  declare
immediately  due and payable the entire  principal  balance hereof together with
all  accrued  and unpaid  interest  hereon,  plus any other  amounts  then owing
pursuant  to this  Note or the  Loan  Agreement,  whereupon  the  same  shall be
immediately  due and  payable.  On each  anniversary  of the date of any default
hereunder and while such default is  continuing,  all interest  which has become
payable and is then delinquent  shall,  without curing the default  hereunder by
reason of such  delinquency,  be added to the  principal  amount  due under this
Note,  and shall  thereafter  bear interest at the same rate as is applicable to
principal. In no event shall


                                      -16-

<PAGE>

such  interest or other  amounts be charged  under this Note which would violate
any applicable usury law.

                  If any  default  occurs in any  payment  due under  this Note,
Borrower promises to pay all reasonable costs and expenses, including reasonable
attorneys'  fees and  expenses,  incurred by each holder hereof in collecting or
attempting  to collect  the  indebtedness  under  this Note,  whether or not any
action or proceeding is commenced,  and hereby waives the right to plead any and
all statutes of limitation as a defense to a demand hereunder to the full extent
permitted by law. None of the provisions  hereof and none of the holders' rights
or remedies  hereunder on account of any past or future defaults shall be deemed
to have been waived by the holders'  acceptance of any past due  installments or
by any indulgence granted by the holder to Borrower.

                  Borrower  waives  presentment,   demand,  protest  and  notice
thereof or of dishonor,  and agree that they shall remain liable for all amounts
due  hereunder  notwithstanding  any extension of time or change in the terms of
payment of this Note granted by any holder  hereof,  any change,  alteration  or
release of any  property now or  hereafter  securing  the payment  hereof or any
delay or failure by the holder  hereof to exercise any rights under this Note or
the Loan Agreement.

         All amounts payable by Borrower pursuant to the Loan Documents shall be
secured  by a  security  interest  in all of the  assets of  Borrower.  Lender's
recourse  against any Partner of the Lender (and certain others) for the payment
of the principal of,  interest on or other sums payable under this Note shall be
limited as set forth in Section 8.15 of the Loan Agreement.

         Each  Loan,  or other  credit  extension  made  under this Note will be
evidenced by a written  record made by Lender  indicating the amount and date of
such transaction.  Such records of Lender shall be deemed by Borrower and Lender
to be sufficient evidence of loans made, or credit extended under this Note.

         This Note shall be governed by, and construed in accordance  with,  the
laws of the  State of  Delaware  without  giving  effect  to its  choice  of law
doctrine.

         IN WITNESS  WHEREOF,  Borrower has caused this Note to be duly executed
the day and year first above written.

                               BAL/RIVGAM, L.L.C.

                               By:  __________________________________________
                                    Name: James Balitsos
                                    Title: Control Group Member




                                      -17-