AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT
            ------------------------------------------------------

     This Amendment No. 1 to Amended and Restated Loan Agreement ("Amendment") 
is made as of the 26th of September, 1996 by and between AMERICAN NATIONAL BANK 
AND TRUST COMPANY OF CHICAGO, a national banking association ("Bank"), with its 
principal office located at 33 North LaSalle Street, Chicago, Illinois 60690, 
and KABLE NEWS COMPANY, INC. ("Company"), an Illinois corporation, with its
principal place of business located at 16 South Wesley Avenue, Mt. Morris,
Illinois 61054.

                             W I T N E S S E T H:
                             --------------------

          WHEREAS,  Company and Bank previously  entered into a certain Amended
and Restated Loan Agreement dated as of October 6, 1995 (the "Agreement"); and

          WHEREAS,  Company has requested that certain  provisions of the 
Agreement be amended as set forth  herein,  and that Bank advance a $2,500,000 
term loan, and extend the maturity of the Credit Loan.

           NOW,  THEREFORE,  in consideration of the terms and conditions  
contained herein, and of any extension of credit  heretofore,  now or hereafter 
made by  Bank to Company, the parties hereto hereby agree as follows:

            1.    All  capitalized  terms used herein without definition shall
have the meanings set forth in the Agreement.

            2.    Section 1.1 of the  Agreement is amended in its entirety to 
read as follows:

            "1.1  Amount.
                  -------
                  (a)   Credit  Loan.  Subject  to the terms of this  Agreement,
      the Company  may  borrow  from the Bank and the  Bank  will  thereupon  
      lend to the Company,  and the  Company  shall  repay in  accordance  with 
      the terms of this Agreement  and may reborrow at any time prior to the  
      Maturity  Date any amount which  is a  multiple  of  $100,000  up to a  
      maximum  amount  at any one  time outstanding of $32,500,000  (herein 
      called the "Credit" or the "Credit  Loan"), provided   that  the  Bank 
      receives   prior  to  the  initial   borrowing  the certificates  required
      by  Sections  7.1 and 7.2 and,  prior to all  subsequent borrowings, the 
      representations and certificates required by Section 7.2.

                  (b)   Term  Loan  I.  Pursuant  to  the  Existing  Agreement,
      the Company  has  borrowed  from the  Bank a term  loan in the  original  
      principal amount of $2,000,000 ("Term Loan I").

                  (c)   Term Loan II.  Pursuant to the terms hereof,  the Bank 
      agrees to make a term  loan to the  Company  in the  principal  amount  of
      $2,500,000 ("Term  Loan II").  Term Loan I and Term Loan II are  
      collectively  referred to herein as "Term Loans" or individually as a 
      "Term Loan".

                  (d)   Installment  Loan.  That  certain  installment  loan  of
      the Company in the original  principal  amount of  $43,275.10 as of 
      January 3, 1995 has been paid in full by the Company as of April 22, 1996.

            3.    Section 1.2 of the  Agreement is amended in its entirety to 
read as follows:

            "1.2  Notes.
                  ------
                  (a)   Revolving  Note.  The borrowing  under the  Revolving  
      Credit described in  Section 1.1(a)  will be  evidenced  by a note (herein
      called the "Revolving  Note"), in the form of Exhibit I hereto,  dated 
      September 26, 1996, which is payable to the order of the Bank on August 
      31,  1999, in the principal amount of $32,500,000.  The principal  amount 
      of the Credit Loan outstanding as of the date hereof  shall be recorded by
      the Bank on computer or other  records of the Bank,  and the principal  
      amount of each  additional Credit Loan and of any payment of  principal of
      the  Revolving  Note may be evidenced by notations made by the  Bank  on  
      such records, showing  the  date  and  amount  of each additional  Credit
      Loan or payment of principal.  The  aggregate  unpaid amount of Credit  
      Loans set forth on such records shall be rebuttable presumptive evidence 
      of the principal  amount  thereof owing and unpaid if the Bank records all
      of the Credit Loans and makes notations of all of the payments of 
      principal on such records, but the Bank shall not be under any obligation
      to do so.

                  (b) Term Note I. The Company's borrowing of Two Million 
      Dollars ($2,000,000) under Term Loan I is evidenced by a Term Note ("Term 
      Note I") dated as of January 3, 1995 in the principal amount of Two 
      Million Dollars ($2,000,000) made by the Company payable to the order of
      the Bank and  previously delivered to the Bank.

                  (c) Term Note II. The Company's borrowing of Two Million Five
      Hundred Thousand Dollars ($2,500,000) under Term Loan II is evidenced by a
      Term Note II ("Term Note II") dated as of September 26, 1996, in the
      principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000)
      made by the Company payable to the order of the Bank. Term Loan II shall
      bear interest as specified in Section 1.5(b) below, shall be repayable in
      accordance with the terms of Term Note II, and shall be secured by the 
      assets of the Company as set forth herein and in the Security Agreement 
      executed pursuant hereto. Term Loan II shall be funded on the Closing Date
      hereof, and the proceeds of which will be used for the purchase of certain
      equipment and certain working capital needs. Term Note I and Term Note II 
      are collectively referred to herein as "Term Notes" or individually as a 
      "Term Note".

            4.    Section 1.5 of the  Agreement is amended in its entirety to
read as follows:

            "1.5  Interest on Term Loans.
                  -----------------------  
                  (a) Term Loan I will bear  interest at the Prime Rate. The 
      interest rate will change if and when the Prime Rate changes and such 
      change shall be effective as of and on the date following the relevant 
      change in the Prime Rate. Term Loan I will bear interest after the
      Maturity Date at the rate of three percent (3%) per annum in excess of the
      Prime Rate. Interest on Term Loan I will be payable on the last Business
      Day of each month during the term of such Term Loan I.

                  (b) Term Loan II will bear  interest  at a rate at all times  
      equal to the Prime Rate plus one-half  percent (1/2%).  The interest rate
      will change if and when the Prime Rate changes and such change shall be 
      effective as of and on the date following the relevant change in the Prime
      Rate. Term Loan II will bear interest after the Maturity Date at the rate
      of three and one-half percent (3-1/2%) per annum in excess of the Prime 
      Rate. Interest on Term Loan II will be payable on the last Business Day of
      each month during the term of such Term Loan II.

            5.    The first  sentence of Section  3.1(b) of the  Agreement is 
amended in its entirety to read as follows:

            "At all times during the term of this Agreement, maintain a 
      "Tangible Net Worth" (the tax paid equity of the Company represented by
      the amount by which total tangible assets of the Company exceeds total
      liabilities) of at least (i) $1,750,000 for the period from September 1, 
      1996 -- February 28, 1997, and (ii) $2,000,000 for the period from March 
      1, 1997 -- thereafter."

            6.    Section 3.1 of the  Agreement is amended by inserting the
following as a new Section 3.1(c) thereof:

            "(c) Cash  Flow.  As of the end of each  fiscal  quarter  of the  
      Company commencing April 30, 1997, maintain for the preceding four (4)
      fiscal quarters a ratio of Cash Flow to the Company's Debt Service of at 
      least: (i) 1.25 to 1.00 before giving effect to any dividends or other 
      distributions declared or paid by the Company during such period 
      ("Distributions"); and (ii) 1.00 to 1.00 after giving effect to any 
      Distributions. As used herein, the term "Cash Flow" means, with respect to
      the Company for any period, the total net profit after taxes of the 
      Company for the immediately preceding four (4) fiscal quarters, plus the 
      aggregate amount of the Company's depreciation, amortization, taxes and 
      the interest expense for such period. As used herein, the term "Debt
      Service" means, with respect to the Company for such period, the Company's
      interest expense for such period, plus the aggregate principal amount of 
      all indebtedness for borrowed money of the Company payable or becoming due
      during such period."

          7. Section 4.1 of the Agreement is amended in its entirety to read as
follows:

          "4.1 Net Capital Expenditures. The Company shall not make or incur any
      Net Capital Expenditures if, after giving effect thereto, the aggregate
      amount of all Net Capital Expenditures by the Company in any fiscal year
      would exceed One Million Five Hundred Thousand Dollars ($1,500,000), 
      without the prior written consent of the Bank.

          As used herein, "Net Capital Expenditures" means all (x) expenditures
      made and liabilities incurred for the acquisition of any fixed asset or
      improvement, replacement, substitution or addition thereto which has a 
      useful life of more than one year and including, without limitation, those
      arising in connection with Capital Leases less (y) the aggregate amount of
      Indebtedness incurred by the Company in connection with such Capital 
      Expenditures; "Capital Leases" means any lease of property by the Company
      at, in accordance with generally accepted accounting principles, should be
      capitalized for financial reporting purposes and reflected as a liability 
      on the balance sheet of the Company."

            8.    Section 4.3 of the Agreement is amended by adding the 
following thereto:

            "(e) Any Indebtedness  represented by equipment or other operating 
      leases or Capital Leases."

            9.    All  references  in Section  8.1(g) and 8.1(i) of the  
Agreement to "Term Note" shall be deemed to be references to "Term Notes".

            10.   Section (8.1(h) of the Agreement is amended by deleting the 
date "August 31, 1998" and substituting therefore the date "August 31, 1999".

            11.   (a) The first  paragraph of Section 9.1 of the Agreement is 
amended in its entirety to read as follows:

            "9.1  Collateral.  In order to collateralize and secure the payment 
      of the Obligations, the Company hereby grants to the Bank, pursuant to the
      Security Agreement, a continuing first priority security interest in the
      collateral described in the Security Agreement (which, together with any
      collateral assigned to the Bank in order to maintain the loan value of the
      collateral, is hereinafter called the "Collateral") and in the proceeds 
      from any disposition of new Collateral."

 
      (b)   The second paragraph of Section 9.1 of the Agreement (beginning with
the words "All Accounts Receivables..." is deleted in its entirety.

      (c)   All references in Section  9.1 or elsewhere in the Agreement to the
"Security  Agreement"  shall be deemed to be  references  to the Amended and 
Restated Security Agreement dated as of the date hereof.

            12.   The Monthly Collateral Report attached to the Agreement as
Exhibit IV  is hereby  amended by deleting  item No. 14 and inserting in lieu
thereof the following:

            "14.  Amount Outstanding on Term Loan II - $2,500,000."


            13.   Collateral.  To induce  Bank to enter  into this  Amendment  
and to make the increased Term Loan available to Company, Company hereby agrees,
acknowledges and confirms with Bank that (i) the security interest granted to 
Bank in the Collateral as provided in Section 9 of the Agreement is hereby 
confirmed and remains in full force and effect, and (ii) such security interest
in the Collateral shall extend to and the Collateral shall secure all of the 
increased Term Loans, in addition to all other Obligations of Company under the 
Agreement.

            14.   Company shall deliver to Bank a new Revolving Note dated as of
the date hereof in the principal amount of $32,500,000 (the "Replacement Note"),
in the form attached hereto, which Replacement Note shall be issued to Bank in 
replacement of and substitution for, and not in payment of, the Revolving Note
dated October 6, 1995 and all Obligations evidenced thereby shall hereafter be 
evidenced by the Replacement Note. All references in the Agreement to the 
"Revolving Note" shall hereafter be deemed to refer to the Replacement Note. 
Upon delivery of the executed Replacement Note by Company to Bank, Bank shall 
mark the prior Revolving Note as "cancelled and replaced".

            15.   Company hereby  represents and warrants to Bank that the 
execution, delivery and performance by it of this Amendment has been duly 
authorized by all necessary corporate action, and that this Amendment is a 
legal, valid and binding obligation of Company enforceable against it in 
accordance with its terms, except as the enforcement thereof may be subject to
(a) the effect of any applicable bankruptcy, insolvency, reorganization, 
moratorium or similar law affecting creditors' rights generally and (b) general
principles of equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law).

            16. Company hereby represents and warrants to Bank that the 
execution, delivery and performance by Company of this Amendment does not, and
will not, contravene or conflict with any provision of (i) law, (ii) any 
judgment, decree, or order, or (iii) Company's articles of incorporation or
by-laws, and does not, and will not, contravene or conflict with, or cause any
Lien to arise under, any provision of any agreement or instrument binding upon 
Company or upon any property of Company.

            17.   Company  hereby  certifies  that  each of the  representations
and warranties contained in the Agreement and each of the other agreements 
delivered in connection therewith (the "Other Agreements") is true and correct 
in all material respects on and as of the date hereof as if made on the date 
hereof, except to the extent specifically amended pursuant to this Amendment and
that no Event of Default or Default currently exists under the Agreement or any
of the Other Agreements or will exist after or be triggered by the execution and
delivery of this Amendment.

            18. Except as specifically amended above, the Loan Agreement, as
amended, and each of the Other Agreements shall remain in full force and effect 
and is hereby ratified and confirmed.

            19.   The execution,  delivery and  effectiveness of this Amendment
shall be limited precisely as written and shall not be deemed to (i) be a 
consent to any waiver or modification of any other term or condition of the Loan
Agreement or any of the Other Agreements or (ii) prejudice any right, power or 
remedy which Bank now has or may have in the future under or in connection with 
the Loan Agreement or any of the Other Agreements. Upon the effectiveness of 
this Amendment each reference in the Loan Agreement to "this Agreement", 
"hereunder", "hereof", "herein" or words of similar import shall mean and be a
reference to the Loan Agreement as amended hereby.

            20.   This Amendment shall be deemed to be effective as of September
27, 1996, provided that Company shall deliver to Bank the documents described on
the attached Schedule of Documents upon the execution hereof.

            21.   This Amendment may be executed in separate counterparts, each 
of which shall, collectively and separately, constitute one agreement. To the
extent the terms of this Amendment conflict with the terms of the Agreement or 
any Exhibit or Schedule thereto, the terms of this Amendment shall be 
controlling.

            22.   Section 4.2(b) of the Agreement, after the words "80% of the 
purchase price", is hereby amended by adding the following: "of any real 
property".

            23.   Section 9.1(b)(iv) of the Agreement, after the word 
"business", is hereby amended by adding the following: "and except for Permitted
Liens (as defined in the Security Agreement)".

            IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment
to be executed and delivered by their  respective  duly  authorized  officers as
of the day and year first above written.

ATTEST:                             KABLE NEWS COMPANY, INC.

By:_______________________
Its:_______________________         By: ________________________________   
                                       Name:____________________________   
                                       Its: ____________________________ 


                                    AMERICAN NATIONAL BANK AND TRUST COMPANY OF
                                    CHICAGO

                                    By: ________________________________    
                                       Name:    Elizabeth G. Brandt
                                       Its      Commercial Banking Officer

<PAGE>

                                 TERM NOTE II

$2,500,000                                                   Chicago, Illinois
                                                            September __, 1996

            FOR VALUE  RECEIVED, the undersigned, KABLE NEWS COMPANY, INC.,  an
Illinois corporation ("Borrower"), hereby UNCONDITIONALLY PROMISES TO PAY to the
order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking
association (the "Bank"), at its principal place of business in Chicago, 
Illinois or such other place as Bank may designate from time to time hereafter,
the principal sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000), in
installments of principal and interest as hereinafter provided. The first 
installment of principal in the amount of One Hundred Twenty-Five Thousand 
Dollars ($125,000), plus accrued interest, shall be due and payable on November
30, 1996, and successive installments of One Hundred Twenty-Five Thousand 
Dollars ($125,000), plus accrued interest, shall be due and payable on the last 
day of each February, May, August and November of each year, with the last 
installment of One Hundred Twenty-Five Thousand Dollars ($125,000), plus accrued
interest, due and payable on August 31, 2001. Borrower's obligations and 
liabilities to Bank under this Note, and all other obligations and liabilities 
of Borrower to Bank (including without limitation all debts, claims and 
indebtedness) whether primary, secondary, direct, contingent, fixed or otherwise
heretofore now and/or from time to time hereafter owing, due or payable, however
evidenced, created, incurred, acquired or owing and however arising, whether
under this Note, any agreement, instrument or document heretofore, now or from
time to time hereafter executed and delivered to Bank by or on behalf of 
Borrower, or by oral agreement or operation of law or otherwise, shall be 
"Obligations" of Borrower as such term is defined in the Loan Agreement.

            This Note is a Term Note issued pursuant to Section 1.2 of that 
certain Amended and Restated Loan Agreement dated as of October 6, 1995, between
Borrower and the Bank, as amended by Amendment No. 1 to Amended and Restated 
Loan Agreement dated concurrently herewith (as so amended, the "Loan 
Agreement"),  and is entitledto the benefit and security of the terms and 
provisions thereof and of the documents delivered pursuant thereto, to which 
reference is hereby made for a statement of all of the terms and conditions 
under which the Term Loan evidenced hereby is made. All capitalized terms 
herein, unless otherwise defined, shall have the meanings ascribed to them in
the Loan Agreement.

            The rate of interest to be charged by Bank to  Borrower  hereunder  
shall accrue at such interest rate as is specified in the Loan Agreement, and 
shall fluctuate from time to time concurrently with each increase or decrease in
the Prime Rate, whichever is applicable.

            This Note may be prepaid in whole or in part at any time without 
penalty; provided, however, that Borrower may use only funds obtained directly 
from AMREP Corporation, an Oklahoma corporation ("AMREP"), for the purpose of
such prepayment, and further, provided, that such prepayment funds received by
Borrower from AMREP may not have been obtained by AMREP directly or indirectly 
from Borrower.

            If any  payment on this Note  becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to 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.

            Upon and after the occurrence of an Event of Default,  this Note 
shall or may, as provided in the Loan Agreement, and without demand, notice or 
legal process of any kind, become or be declared immediately due and payable. 
Demand, presentment, protest, notice of nonpayment, and protest and notice of 
acceleration are hereby waived by Borrower.

            The indebtedness evidenced by this Note is secured by a first
priority continuing security interest and lien granted by Borrower in favor of 
the Bank pursuant to the Loan Agreement and the other documents and agreements 
delivered in connection therewith, including, without limitation, that certain 
Security Agreement of Borrower in favor of the Bank dated as of September 30, 
1992, as amended and restated by that certain Amended and Restated Security 
Agreement dated concurrently herewith. The Bank may, at its option, enforce its
rights against any collateral securing this Note without enforcing its rights 
against Borrower, any guarantor of the indebtedness evidenced hereby or any
other property or indebtedness. Borrower agrees that, without releasing or
impairing Borrower's liability hereunder, the Bank may, at any time, release, 
surrender, substitute or exchange any collateral securing this Note and may at
any time release, substitute or exchange any party primarily or secondarily 
liable for the indebtedness evidenced by this Note.

            THIS NOTE HAS BEEN EXECUTED, DELIVERED AND ACCEPTED AT AND SHALL 
HAVE BEEN DEEMED TO HAVE BEEN MADE AT CHICAGO, ILLINOIS AND SHALL BE INTERPRETED
AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE 
WITH THE LAWS OF THE STATE OF ILLINOIS OTHER THAN LAWS PERTAINING TO CONFLICTS, 
AND THE PARTIES HERETO WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON THEM 
AND CONSENT THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED
TO THE PARTIES AT THEIR RESPECTIVE PRINCIPAL PLACES OF BUSINESS AND SERVICE SO 
MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL
HAVE BEEN DEPOSITED IN THE UNITED STATES REGISTERED MAIL, POSTAGE PREPAID. THE 
PARTIES AGREE THAT, AFTER CONSIDERATION OF THEIR RESPECTIVE PRINCIPAL PLACES OF 
BUSINESS, THE PLACE OF THE EXECUTION AND PERFORMANCE OF THIS NOTE, AND THE 
INCONVENIENCE OF OTHER POSSIBLE FORUM LOCATIONS, THE PROPER FORUM FOR ANY SUIT
OR PROCEEDING UNDER THIS NOTE SHALL BE THE CIRCUIT COURT OF COOK COUNTY, 
ILLINOIS, AND EACH PARTY, FOR THE PURPOSES OF ANY SUCH SUIT OR PROCEEDING, 
IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURT IN ANY SUCH SUIT OR
PROCEEDING.

            BORROWER  IRREVOCABLY  WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY 
ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION
WITH THIS NOTE OR THE LOAN AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION 
THEREWITH, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR
RELATED TO THIS NOTE OR THE LOAN AGREEMENT OR ANY SUCH AMENDMENT, INSTRUMENT, 
DOCUMENT OR AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE 
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

            IN WITNESS  WHEREOF,  Borrower  has caused this Note to be  executed
and delivered by a duly authorized officer in Chicago,  Illinois, on the date 
first above written.

                                    KABLE NEWS COMPANY, INC.

ATTEST:
                                    By:_______________________________     
By:___________________________            Name: ______________________       
Its:____________________________          Title:______________________  



<PAGE>

                                REVOLVING NOTE

$32,500,000                                                  Chicago, Illinois
                                                            September __, 1996

            FOR VALUE RECEIVED, the undersigned, KABLE NEWS COMPANY, INC.,  an
Illinois corporation ("Borrower"), hereby UNCONDITIONALLY PROMISES TO PAY to
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking 
association ("Bank"), at its principal place of business in Chicago, Illinois, 
or at such other place as the holder of this Note may designate from time to 
time in writing, in lawful money of the United States of America and in 
immediately available funds, the principal amount of Thirty-Two Million Five 
Hundred Thousand Dollars ($32,500,000), or such lesser principal amount as may 
be outstanding pursuant to the Loan Agreement (as hereinafter defined) with 
respect to the Credit Loan, together with interest on the unpaid principal 
amount of this Note outstanding from time to time.

            This Note is a Revolving Note issued pursuant to Section 1.2(a) of 
that certain Amended and Restated Loan Agreement, dated as of October 6, 1995,
between  Borrower and the Bank, as amended by that certain Amendment No. 1 to 
Amended and Restated Loan Agreement dated concurrently herewith (as so amended, 
the "Loan Agreement"), and is entitled to the benefit and security of the terms
and provisions thereof and of the documents delivered pursuant thereto, to which
reference is hereby made for a statement of all of the terms and conditions 
under which the Credit Loan evidenced hereby is made. All capitalized terms 
herein, unless otherwise defined, shall have the meanings ascribed to them in 
the Loan Agreement.

            The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Loan Agreement and, if
not sooner paid in full, on August 31, 1999. Interest thereon shall be paid 
until such principal amount is paid in full at such interest rates and at such 
times as are specified in the Loan Agreement.

            If any payment on this Note  becomes due and payable on a day other 
than a Business Day, the maturity thereof shall be extended to 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.

            Upon and after the occurrence of an Event of Default, this Note 
shall or may, as provided in the Loan Agreement, and without demand, notice or 
legal process of any kind, become or be declared immediately due and payable.

            Demand, presentment, protest, notice of nonpayment, and protest and
notice of acceleration are hereby waived by Borrower.

            The indebtedness evidenced by this Note is secured by a first 
priority continuing security interest and lien granted by Borrower in favor of 
the Bank pursuant to the Loan Agreement and the other documents and agreements 
delivered in connection therewith, including, without limitation, that certain 
Security Agreement of Borrower in favor of the Bank dated as of September 30, 
1992 as amended and restated by that certain Amended and Restated Security 
Agreement dated concurrently herewith. The Bank may, at its option, enforce its
rights against any collateral securing this Note without enforcing its rights 
against Borrower, any guarantor of the indebtedness evidenced hereby or any 
other property or indebtedness. Borrower agrees that, without releasing or 
impairing Borrower's liability hereunder, the Bank may, at any time, release, 
surrender, substitute or exchange any collateral securing this Note and may at 
any time release, substitute or exchange any party primarily or secondarily 
liable for the indebtedness evidenced by this Note.

            THIS NOTE HAS BEEN EXECUTED, DELIVERED AND ACCEPTED AT AND SHALL 
HAVE BEEN DEEMED TO HAVE BEEN MADE AT CHICAGO, ILLINOIS AND SHALL BE INTERPRETED
AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF ILLINOIS OTHER THAN LAWS PERTAINING TO CONFLICTS, 
AND THE PARTIES HERETO WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON THEM 
AND CONSENT THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED
TO THE PARTIES AT THEIR RESPECTIVE PRINCIPAL PLACES OF BUSINESS AND SERVICE SO 
MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL
HAVE BEEN DEPOSITED IN THE UNITED STATES REGISTERED MAIL, POSTAGE PREPAID. THE 
PARTIES AGREE THAT, AFTER CONSIDERATION OF THEIR RESPECTIVE PRINCIPAL PLACES OF
BUSINESS, THE PLACE OF THE EXECUTION AND PERFORMANCE OF THIS NOTE, AND THE 
INCONVENIENCE OF OTHER POSSIBLE FORUM LOCATIONS, THE PROPER FORUM FOR ANY SUIT
OR PROCEEDING UNDER THIS NOTE SHALL BE THE CIRCUIT COURT OF COOK COUNTY, 
ILLINOIS, AND EACH PARTY, FOR THE PURPOSES OF ANY SUCH SUIT OR PROCEEDING,
IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURT IN ANY SUCH SUIT OR 
PROCEEDING.

            BORROWER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION
OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH 
THIS NOTE OR THE LOAN AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR 
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION 
THEREWITH, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR
RELATED TO THIS NOTE OR THE LOAN AGREEMENT OR ANY SUCH AMENDMENT, INSTRUMENT, 
DOCUMENT OR AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE 
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

            This Note has been issued in replacement of and in substitution for,
and not in payment of, the Revolving Note of Borrower to the Bank dated October 
6, 1995 in the original principal amount of $32,500,000, and any and all
previous promissory notes issued by the Borrower to the Bank in respect of the 
indebtedness evidenced thereby; and all outstanding Obligations evidenced by
such prior promissory note including, without limitation, all accrued unpaid 
interest, shall hereafter be evidenced by this Note.

            IN WITNESS  WHEREOF,  Borrower  has caused this Note to be  executed
and delivered by a duly authorized officer in Chicago,  Illinois, on the date
first above written.

                                    KABLE NEWS COMPANY, INC.
ATTEST:

By:_________________________        By: _________________________________
Its:________________________              Name: _________________________  
                                          Title:_________________________