LOAN AGREEMENT

First Union National Bank
50 Main Street
White Plains, NY 10606
(Hereinafter referred to as the "Bank")

American Passage Media, Inc.,
Beyond The Wall, Inc. and
Campus Voice, Inc.
c/o  Network Event Theater, Inc.
529 Fifth Avenue, 7th Floor
New York, NY 10017-4608
(Individually and collectively "Borrower")

This Loan  Agreement  ("Agreement")  is entered  into the 30th day of  December,
1997,  by and  between  Bank and  Borrower,  each a  corporation  organized  and
existing under the laws of the State of Delaware.

Borrower has applied to Bank for a loan or loans (individually and collectively,
the "Loan")  evidenced by one or more promissory notes (whether one or more, the
"Note") as follows:

Term  Loan - in the  principal  amount of  $4,000,000  which is  evidenced  by a
promissory note dated December 30, 1997 (the "Term Promissory  Note").  The Loan
proceeds are to be used solely for the purpose of first paying in full  existing
indebtedness of American Passage Media,  Inc. in the principal sum of $3,875,000
at September 30, 1997, and then to provide working capital to the Borrower.

Line of  Credit  - in the  maximum  principal  amount  of  $1,000,000  which  is
evidenced  by a  promissory  note dated  December  30, 1997 (the "Line of Credit
Note"), under which Borrower may borrow, repay and reborrow,  from time to time,
so long as the total  indebtedness at any one time does not exceed the lesser of
(i) $1,000,000 or (ii) the Maximum  Principal  Amount (as hereinafter  defined).
The Loan  proceeds  are to be used by the  Borrower  solely for working  capital
purposes.  Bank's  obligation  to advance or readvance  under the Line of Credit
Note shall  terminate if Borrower is in Default under the Line of Credit Note or
the Term Promissory Note, a default in the payment of the Obligations  occurs or
the  Borrower is in Default (as  defined in the Loan  Documents)  under any Loan
Document,  or in any event, on June 30, 1999, unless renewed or extended by Bank
in writing upon such terms then satisfactory to the Bank.

This  Agreement  applies  to the Loan and all Loan  Documents.  The terms  "Loan
Documents"  and  "Obligations,"  as used in this  Agreement,  are defined in the
Note.  The term  "Borrower"  shall  include  its  Subsidiaries.  As used in this
Agreement as to Borrower,  "Subsidiary" shall mean any corporation of which more
than 50% of the  issued  and  outstanding  voting  stock is  owned  directly  or
indirectly by Borrower.  As to Borrower,  "Affiliate"  shall have the meaning as
defined in 11 U.S.C.  ss. 101,  except that the term  "debtor"  therein shall be
substituted by the term  "Borrower"  herein.  "NET" means Network Event Theater,
Inc. and "Guarantor" means NET and National Campus Media, Inc.


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<PAGE>

Relying upon the covenants, agreements, representations and warranties contained
in this  Agreement,  Bank is willing to extend credit to Borrower upon the terms
and subject to the conditions  set forth herein,  and Bank and Borrower agree as
follows:

REPRESENTATIONS. Borrower and Guarantor represent or covenant that from the date
of this Agreement and until final payment in full of the  Obligations:  Accurate
Information.  All information now and hereafter  furnished to Bank, with respect
to the Borrower and the  Guarantor is and will be true,  correct and complete in
all  material  respects.   Any  such  information  relating  to  Borrower's  and
Guarantor's  financial  condition will fairly present Borrower's and Guarantor's
financial  condition as of the date(s) thereof,  (including all present material
contingent  liabilities of every type),  and Borrower and Guarantor each further
represent that its financial  condition has not changed  materially or adversely
since the  date(s) of such  documents  to the date  hereof  and,  as to the loan
evidenced  by the Line of Credit  Note,  the date of each  borrowing  hereunder.
Authorization;  Non-Contravention.  The execution,  delivery and  performance by
Borrower and any  guarantor,  as  applicable,  of this  Agreement and other Loan
Documents to which it is a party are within its power, have been duly authorized
by all necessary  action taken by the duly  authorized  officers of Borrower and
any  guarantors  and,  if  necessary,  by making  appropriate  filings  with any
governmental  agency or unit and are the legal,  binding,  valid and enforceable
obligations  of  Borrower  and any  guarantors;  and do not (i)  contravene,  or
constitute  (with or  without  the  giving of notice or lapse of time or both) a
violation of any provision of applicable law, a violation of the  organizational
documents  of  Borrower  or any  guarantor,  or a default  under any  agreement,
judgment,  injunction,  order,  decree  or  other  instrument  binding  upon  or
effecting  Borrower or any guarantor1  (ii) result in the creation or imposition
of any lien  (other then the lien(s)  created by the Loan  Documents)  on any of
Borrower's or guarantor's  assets,  or (iii) give cause for the  acceleration of
any  obligations  of  Borrower or any  guarantor  to any other  creditor.  Asset
Ownership.  Borrower and Guarantor each has good and marketable  title to all of
the  properties  and  assets  reflected  on the  balance  sheets  and  financial
statements  supplied Bank by Borrower,  and all such  properties  and assets are
free and clear of mortgages,  security deeds,  pledges,  liens, charges, and all
other encumbrances, except as otherwise disclosed to Bank by Borrower in writing
("Permitted Liens"). To Borrower's knowledge,  no default has occurred under any
Permitted Liens and no claims or interests adverse to Borrower's  present rights
in its properties and assets have arisen. Discharge of Liens and Taxes. Borrower
has duly  filed,  paid and/or  discharged  all taxes or other  claims  which may
become a lien on any of its  property or assets,  except to the extent that such
items are being  appropriately  contested in good faith and an adequate  reserve
for the payment thereof is being maintained. Sufficiency of Capital. Borrower is
not, and after  consummation  of this  Agreement  and after giving effect to all
indebtedness incurred and liens created by Borrower in connection with the Loan,
will not be, insolvent  within the meaning of 11 U.S.C. ss. 101(32).  Compliance
with Laws.  Borrower is in compliance in all material respects with all federal,
state and  local  laws,  rules and  regulations  applicable  to its  properties,
operations,  business, and finances,  including, without limitation, any federal
or state laws  relating to liquor  (including  18 U.S.C.  ss. 3617,  et seq.) or
narcotics  (including 21 U.S.C. ss. 801, et seq.) and/or any commercial  crimes;
all applicable federal, state and local laws and regulations intended to protect
the  environment;  and the Employee  Retirement  Income Security Act of 1974, as
amended ("ERISA"), if applicable,  Organization and Authority. Each corporate or
limited  liability  company Borrower and any guarantor,  as applicable,  is duly
created,  validly  existing and in good standing  under the laws of the state of
its organization,  and has all powers,  governmental  licenses,  authorizations,
consents and approvals  required to operate its business as now conducted.  Each
corporate or limited  liability  company Borrower and any guarantor,  if any, is
duly  qualified,  licensed  and in  good  standing  in each  jurisdiction  where
qualification  or  licensing  is required  by the nature of its  business or the
character and location of its property,  business or customers, and in which the
failure  to so  qualify or be  licensed,  as the case may be, in the  aggregate,
could  have a  material  adverse  eftect on the  business,  financial  position,
results  of  operations,  properties  or  prospects  of  Borrower  or  any  such
guarantor. No


                                     Page 2

<PAGE>

Litigation.  There are no pending or threatened suits, claims or demands against
Borrower or any  guarantor  that have not been  disclosed to Bank by Borrower in
writing.

AFFIRMATIVE  COVENANTS.  Borrower and Guarantor agree that from the date of this
Agreement and until final payment in full of the Obligations,  unless Bank shall
otherwise consent in writing,  Borrower and Guarantor will: Business Continuity.
Conduct its business in  substantially  the same manner as such  business is now
and has previously been conducted.  Maintain Properties.  Maintain, preserve and
keep its property in good repair, working order and condition, making all needed
replacements,  additions and improvements thereto, to the extent allowed by this
Agreement.  Access to Books & Records.  Allow Bank, or its agents, during normal
business hours, upon reasonable  notice,  access to the books,  records and such
other documents of Borrower and Guarantor as Bank shall reasonably require,  and
allow  Bank to make  copies  thereof  at  Bank's  expense.  Insurance.  Maintain
adequate  insurance coverage with respect to its properties and business against
loss or damage of the kinds and in the amounts  customarily  insured  against by
companies of established  reputation  engaged in the same or similar  businesses
including,  without limitation,  commercial general liability insurance, workers
compensation  insurance,  and business interruption  insurance;  all acquired in
such amounts and from such companies as Bank may reasonably  require.  Notice of
Default and Other Notices.  (a) Notice of Default.  Furnish to Bank  immediately
upon becoming aware of the existence of any condition or event which constitutes
a Default (as defined in the Loan Documents) or any event which, upon the giving
of  notice  or lapse of time or both,  may  become  a  Default,  written  notice
specifying  the nature  and period of  existence  thereof  and the action  which
Borrower  and/or  Guarantor is taking or proposes to take with respect  thereto.
(b) Other Notices.  Notices. Promptly notify Bank in writing of (i) any material
adverse  change in its financial  condition or its  business;  (ii) any material
default under any material  agreement,  contract or other instrument to which it
is a party or by which any of its properties are bound,  or any  acceleration of
the maturity of any indebtedness  owing by Borrower;  (iii) any material adverse
claim  against or  affecting  Borrower or any part of its  properties;  (iv) the
commencement  of, and any material  determination  in, any  litigation  with any
third party or any proceeding  before any governmental  agency or unit affecting
Borrower;  and (v) at least 30 days prior  thereto,  any change in Borrower's or
Guarantor's  name or address  as shown  above,  and/or any change in  Borrower's
structure.   Compliance  with  Other  Agreements.  Comply  with  all  terms  and
conditions contained in this Agreement,  and any other Loan Documents,  and swap
agreements,  if applicable,  as defined in the Note.  Payrment of Debts. Pay and
discharge  when due,  and before  subject to  penalty  or  further  charge,  and
otherwise satisfy before maturity or delinquency, all obligations, debts, taxes,
and  liabilities  of whatever  nature or amount,  except those which Borrower in
good faith disputes.  Reports and Proxies.  Deliver to Bank, promptly, a copy of
all  financial  statements,  reports,  notices,  and proxy  statements,  sent by
Borrower or  Guarantor  to  stockholders,  and all  regular or periodic  reports
required to be filed by Borrower or Guarantor  with any  governmental  agency or
authority. Other Financial Information.  Deliver promptly such other information
regarding the operation,  business affairs,  and financial condition of Borrower
or Guarantor which Bank may reasonably  request.  Non-Default  Certificate  From
Borrower.  Deliver to Bank, with the Financial  Statements  required  herein,  a
certificate  signed by Borrower or  Guarantor,  if Borrower or  Guarantor  is an
individual,  or by a  principal  financial  officer  of  Borrower  or  Guarantor
warranting  that no "Default" as specified in the Loan  Documents  nor any event
which,  upon the giving of notice or lapse of time or both would constitute such
a Default, has occurred.  Estoppel  Certificate.  Furnish,  within 15 days after
request by Bank, a written  statement duly  acknowledged of the amount due under
the Loan and whether offsets or defenses exist against the Obligations. Maintaln
Account:  At Bank. Maintain their primary depository account and cash management
account at Bank, but may maintain their Payroll account at Chase Manhattan Bank.

NEGATIVE  COVENANTS.  Borrower  and  Guarantor  agree that from the date of this
Agreement and until final payment in full of the Obligations,  unless Bank shall
otherwise  consent in writing,  Borrower  and  Guarantor  will not:  Nonpayment;
Nonperformance. Fail to pay or perform the Obligations or Default


                                     Page 3
<PAGE>

(as defined in Loan Documents  under any of the Loan  Documents.  Cross Default.
Default in payment of  performance  of any material  obligation  under any other
loans,  or any other material  contracts or agreements of Borrower or Guarantor,
any Subsidiary or Affiliate of Borrower or Guarantor ("Affiliate" shall have the
meaning as defined in 11 U.S.C.  ss. 1101,  except that the term debtor  therein
shall be substituted by the term  "Borrower or Guarantor"  herein;  "Subsidiary"
shell mean any  corporation of which more then 50% of the issued and outstanding
voting stock is owned  directly or  indirectly  by Borrower or  Guarantor),  any
general  partner of or the  holder(s)  of the  majority  ownership  interests of
Borrower or Guarantor with Bank or its affiliates; Material Capital Structure or
Business  Alteration.  Materially  alter  the  type  or kind  of  Borrower's  or
Guarantor's  business or that of its Subsidiaries,  provided,  however Guarantor
may make  acquisitions  of other  businesses or assets;  or suffer or permit the
acquisition  of  substantially  all of  Borrower's  or  Guarantor's  business or
assets, or a material portion (10% or more) of such business or assets if such a
sale is outside Borrower's ordinary course of business,  or more than 50% of its
outstanding  stock  or  voting  power  in a single  transaction  or a series  of
transactions;  or enter  into any  merger or  consolidation  in which  Borrower,
Guarantor or a Subsidiary  is not the survivor or which would cause or result in
a Default  hereunder,  without prior written  consent of Bank.  Default on Other
Contracts or  Obligations.  Default on any material  contract with or obligation
when due to a third party or default in the  performance  of any obligation to a
third party incurred for money borrowed.  Judgment Entered.  Permit the entry of
any  monetary  judgment or the  assessment  against,  the filing of any tax lien
against,  or the issuance of any writ of garnishment  or attachment  against any
property of or debts due Borrower or  Guarantor  and that is not  discharged  or
execution  is  not  stayed  within   Thirty  (30)  days  of  entry.   Government
Intervention.  Permit  the  assertion  or  making  of any  seizure,  vesting  or
intervention  by or under authority of any government by which the management of
Borrower or any  guarantor is  displaced of its  authority in the conduct of its
respective  business  or such  business is  curtailed  or  materially  impaired.
Prepayment of Other Debt.  Retire any  long-term  debt entered into prior to the
date of this  Agreement at a date in advance of its legal  obligation  to do so.
Retire or  Repurchase  Capital  Stock.  Retire or  otherwise  acquire any of its
capital stock. Create Additional Indebtedness.  Directly or indirectly,  create,
incur,  assume or become  liable for any  additional  indebtedness  for borrowed
money,  for the deferred  purchase price of property or services,  in respect of
any  capitalized  loan obligation or in respect of any other financing or credit
transaction,  whether contingent or direct, excluding trade debt incurred in the
ordinary  course of business and excluding the $1,000,000  term credit  facility
provided to Pik:Nik  Media,  Inc. by Sirrom.  Loans and Advances.  Make loans or
advances,  except in the  ordinary  course of business  for travel and  expenses
advances, to any person or entity. Change of Control. Except in the case of NET,
make a  material  change  of  ownership  that  effectively  changes  control  of
Borrower.  Change in Fiscal  Year.  Change  their  fiscal year without the prior
written consent of Bank. Investments. In the case of Borrower only, purchase any
stock,  securities,  or evidence of  indebtedness of any person or entity except
investments  in  direct   obligations  of  the  United  States   Government  and
certificates  of  deposit  of United  States  commercial  bunks  having a tier 1
capital  ratio of not less then 6%, and,  then in an amount not exceeding 10% of
the issuing  bank's  unimpaired  capital and surplus.  Guarantees.  Guarantee or
otherwise  become  responsible  for  obligations  of any other person or entity,
other then the existing  guarantee of  Guarantor of Pik:Nik,  Inc.'s  $1,000,000
obligation  to  Sirrom.  Encumbrances.  Create,  assume  or  permit to exist any
mortgage,   security  deed,  deed  of  trust,  pledge,  lien,  charge  or  other
encumbrance  on any of their  assets,  whether now owned or  hereafter  acquired
other then the  following  liens  ("Permitted  Liens"):  (i) security  interests
permitted by the Loan  Documents;  (ii) liens for taxes contested in good faith;
(iii) liens  accruing by law for employee  benefits and (iv) the lien granted by
NET to Sirrom in the amount of $1,000,000.  Distributions to Guarantor. Make any
excess cash distributions by Borrower to NET if any Default shall exist or would
occur from making  such  distribution  and only after  first  paying to Bank the
additional principal payment required under the Term Promissory Note from Excess
Cash Flow.


                                     Page 4
<PAGE>

FINANCIAL  COVENANTS OF BORROWER.  Borrower,  on a combined basis, agrees to the
following  provisions from the date of this Agreement and until final payment in
full of the Obligations, unless Bank shall otherwise consent in writing: Current
Ratio. Borrower shall maintain a Current Ratio of not less than 1.25 to 1.00, to
be tested on a semi-annual  basis  commencing on June 30, 1998.  "Current Ratio"
shall mean the ratio of current assets to current liabilities.  "Current Assets"
shall mean the sum of cash and cash equivalents,  short-term investments,  trade
accounts  receivable (net of any allowance for bad debt),  inventory and prepaid
expenses  (including  prepaid  advertising  costs),  deposits and other  current
assets.  Effective  Tangible Net Worth.  Borrower shall, at fiscal year end June
30. 1998,  maintain an Effective Tangible Net Worth of at least $100,000,  to be
tested on a  semi-annual  basis  commencing on June 30, 1998. At the end of each
fiscal year thereafter,  Effective Tangible Net Worth shall increase by not less
than 25% of the net income earned in that corresponding  fiscal year. At the end
of the first six months in each fiscal year,  Effective Tangible Net Worth shall
be no less than it was at the preceding fiscal year end. "Effective Tangible Net
Worth"  shall mean total assets  minus total  liabilities.  For purposes of this
computation,  the  aggregate  amount  of  any  intangible  assets  of  Borrower,
including,   without  limitation,   goodwill,   franchise,   licenses,  patents,
trademarks,  trade  names,  copyrights,  service  marks and brand names shall be
subtracted  from  total  assets,   and  total  liabilities  shall  exclude  debt
subordinated  to Bank. Debt Service  Coverage  Ratio.  Borrower shall maintain a
Debt Service Coverage Ratio of at least 2.00 to 1.00,  calculated  semi-annually
on a  rolling  four-quarter  basis,  commencing  June 30,  1998.  "Debt  Service
Coverage Ratio" shall mean earnings before  interest,  taxes,  depreciation  and
amortization  divided by the sum of interest  expense and current  maturities of
long term debt. Senior Funded Debt To Cash Row Ratio.  Borrower shall maintain a
ratio of Senior Debt to Cash Row of not more than 1.50 to 1.00.  "Senior  Funded
Debt To Cash Row" shall mean the sum of all Senior  Funded  Debt  divided by the
sum  of  earnings  before  interest,   taxes,   depreciation  and  amortization,
calculated  semi-annually on a rolling  four-quarter basis. "Senior Funded Debt"
shall mean, as applied to any person or entity,  the sum of all indebtedness for
borrowed money  including,  without  limitation,  capital lease  obligations and
unreimbursed  drawings  under letters of credit,  as evidenced by a note,  bond,
indenture or similar  instrument  of that person or entity,  excluding  any debt
subordinated to Bank.

FINANCIAL  COVENANTS OF GUARANTOR.  NET agrees to the following  provisions from
the date of this  Agreement and until final payment in full of the  Obligations,
unless Bank shall  otherwise  consent in  writing:  Current  Ratio.  NET and its
Subsidiaries  shall,  at all times,  maintain on a consolidated  basis a Current
Ratio of not less then 1.25 to 1.00.  "Current  Ratio"  shall  mean the ratio of
current assets to current  liabilities.  "Current  Assets" shall mean the sum of
cash and cash equivalents,  short-term  investments,  trade accounts  receivable
(net of any allowance for bad debt),  inventory and prepaid expenses  (including
prepaid  advertising  costs)  deposits and other  current  assets.  Tangible Net
Worth.  NET and its  Subsidiaries  shall,  at  fiscal  year end  June 30,  1998,
maintain on a consolidated basis a Tangible Net Worth of at least $1,000,000. At
the end of each fiscal year thereafter, Tangible Net Worth shall increase by not
less then 25% of the net income earned in that corresponding fiscal year. At the
end of the first six months in each fiscal year,  Tangible Net Worth shall be no
less than it was at the  preceding  fiscal year end.  "Tangible Net Worth" shall
mean total assets minus total liabilities. For purposes of this computation, the
aggregate  amount of any  intangible  assets of Guarantor  or its  Subsidiaries,
including.   without  limitation,   goodwill,   franchise,   licenses,  patents,
trademarks,  trade names,  copyrights,  service marks and brand names,  shall be
subtracted  from total assets,  and total  liabilities  shall exclude debt fully
subordinated to Bank.

ANNUAL FINANCIAL  STATEMENTS.  NET shall deliver to Bank,  within 120 days after
the close of each  fiscal  year,  audited  financial  statements  of NET and its
subsidiaries  reflecting its  consolidated  operations  during such fiscal year,
including,  without  limitation,  a balance sheet, profit and loss statement and
statement of cash flows,  with supporting  schedules;  all on a consolidated and
consolidating (which may be unaudited) basis with the exception of the cash flow
statement which may be prepared on a


                                     Page 5

<PAGE>

consolidated  basis only.  Such  statements  shall be in  reasonable  detail and
prepared in conformity with generally accepted accounting principles, applied on
a basis consistent with that of the preceding year. All such  statements,  shall
be examined by an independent certified public accountant acceptable to Bank. In
addition to these statements,  Guarantor shall also provide to Bank,  management
prepared  statements  combining  the  operations of the three  Borrowers.  These
statements  shall  include  a  balance  sheet,  profit  and loss  statement  and
statement  of cash flow,  and shall be delivered  simultaneously  with the above
annual statements,

PERIODIC   FINANCIAL   STATEMENTS.   NET  shall   deliver   to  Bank   unaudited
management-prepared  quarterly financial statements of NET and its Subsidiaries,
including,  without  limitation,  a balance sheet, profit and loss statement and
statement of cash flows, with supporting schedules,  as soon as available and in
any event within 45 days after the close of each such period;  all in reasonable
detail and prepared in conformity with generally accepted accounting principles,
applied on a basis  consistent  with that of the preceding year. Such statements
shall be Prepared on a consolidated and consolidating  basis, with the exception
of the  statement of cash flow which shall be prepared on a  consolidated  basis
only. Such statement.  shall be certified as to their correctness by a principal
financial  officer of  Guarantor  and in each case,  if audited  statements  are
required,  subject  to audit and  year-end  adjustment.  In  addition  to these,
Guarantor shall also provide to Bank,  management prepared statements  combining
the operations of the three  Borrowers.  These statement shall include a balance
sheet and profit and loss statement,  and shall be delivered simultaneously with
the above quarterly statements.

TAX RETURNS.  Borrower and Guarantor  shall  deliver to Bank,  within 30 days of
filing,  complete  copies of federal tax returns  and New York,  California  and
Washington  state  tax  returns,  as  applicable,  together  with all  schedules
thereto,  each of which shall be signed and certified by the applicable Borrower
or Guarantor to be true,  correct and complete  copies of such  returns.  In the
event an extension is filed, Borrower and/or Guarantor shall also deliver a copy
of such extension to Bank within 30 days of filing.

ANNUAL  PROJECTIONS.  NET shall deliver to Bank, within 120 days after the close
of each fiscal year,  management prepared  projections  reflecting its projected
operations for each of its fiscal year remaining under the Term Promissory Note,
including,  without limitation, a profit and loss statement and forecast of cash
flows,  with supporting  assumptions,  all on a consolidated  and  consolidating
basis.

REPORTS AND PROXIES.  Borrower and Guarantor  shall promptly  deliver to Bank, a
copy of all financial statements,  reports, notices and Proxy statements sent by
Guarantor to  stockholders,  and all regular or periodic  reports required to be
filed with any governmental agency or authority.

NON-DEFAULT CERTIFICATE NET shall deliver to Bank, with the financial statements
required  by this  Agreement,  a  certificate  signed by a  principal  financial
officer of Borrower and NET warranting  that no Default,  as defined in the Loan
Documents,  nor any event which, upon giving of notice or lapse of time or both,
would constitute such a Default, has occurred.

CERTIFICATE OF FULL COMPLIANCE FROM ACCOUNTANT.  NET shall deliver to Bank, with
the annual  financial  statements  required  herein,  a  certification  by NET's
independent  certified  public  accountant,  in reviewing the audited  financial
statements  of NET  they did not  become  aware of any  Default  under  the Loan
Documents  or event  which  with the  giving of notice  and/or the lapse of time
would become a Default.

FINANCIAL AND OTHER  INFORMATION.  Borrower and Guarantor  shall deliver to Bank
such  information  as Bank may reasonably  request from time to time,  including
without limitation, financial state-


                                     Page 6

<PAGE>

ments  and  information  pertaining  to  Borrower's  and  Guarantor's  financial
condition.  Such  information,  to the extent factual in nature,  shall be true,
complete, and accurate in all material respects.

BORROWING  BASE.  As to the  Line of  Credit  Note in the  principal  amount  of
$1,000,000, the following provisions shall apply:


Borrowing  Limitation.  The maximum  principal  amount that  Borrower may borrow
shall be the  lesser of (i) the  principal  amount  stated in the Line of Credit
Note or (ii) the Maximum Principal Amount, as defined below.

The  Maximum  Principal  Amount  shall mean an amount  equal to 75% of  Eligible
Accounts,  excluding  pre-billed  receivables,  less the  amount of any  Reserve
required by Bank.

"Eligible  Account"  refers to an account  receivable not more than 90 days from
the  date  of the  original  invoice  that  arises  in the  ordinary  course  of
Borrower's business and meets the following  eligibility  requirements:  (a) the
sale of goods or services  reflected in such account is final and such goods and
services have been  delivered or provided and accepted by the account debtor and
payment  for such is owing;  (b) the  invoices  comprising  an  account  are not
subject to any claims,  returns or disputes of any kind;  (c) the account debtor
is not insolvent;  (d) the account debtor has its principal place of business in
the United States; (e) the account debtor is not an affiliate of Borrower and is
not a supplier to Borrower and the account is not  otherwise  exposed to risk of
set-off;  (f) not more  then  thirty  percent  of the  original  invoices  owing
Borrower  by the  account  debtor are more than ninety days from the date of the
original invoice.

"Reserves"  may be  required  at any time and from time to time by Bank  without
prior  notice to  Borrower  in amounts  deemed by Bank to be adequate to reserve
against  outstanding  letter  of  credit,   outstanding   bankers   acceptances,
Borrower's  obligations  to Bank or its  affiliates  or any  guaranties or other
contingent debt of Borrower.

Required  Reports.  Borrower shall certify to Bank, by the fifteenth day of each
month, as of the first day of each month,  and (at the request of the Bank) with
each borrowing request as of a reasonably recent date, on forms required by Bank
certifying  that the Borrower is in compliance  with the borrowing base formula,
together with all detail and supporting documents requested by Bank. Bank may at
any  time  and  from  time to  time,  during  Bank's  normal  business  hours on
reasonable notice to Borrower,  enter upon any business premises of Borrower and
audit  Borrower's  books and  records.  Bank's  determination  of the  amount of
eligible  Accounts shall at all times be indisputable  and deemed  correct.  The
Borrower,  at all  times,  shall  cooperate  with  Bank  without  limitation  by
providing  Bank  information  and access to  Borrower's  premises  and  business
records and shall be courteous to Bank's agents.

Continuing  Representations.  Borrower  warrants and  represents as a continuing
warranty,  that so long as  principal  is  outstanding  under the Line of Credit
Note,  the  outstanding  principal  balance  shall not  exceed the lesser of the
Maximum  Principal  Amount or the principal  amount stated in the Line of Credit
Note (the "Borrowing  Limit").  Borrower agrees to pay any advances in excess of
the Borrowing Limit  immediately upon receipt by Borrower of written notice that
the Borrowing Unit has been exceeded.

AVAILABILITY FEE. Borrower shall pay to Bank, quarterly,  in arrears on the last
day of each calendar quarter, an availability fee equal to 1/8% per annum on the
average daily unused  available  principal under the Line of Credit Note for the
preceding calendar quarter or portion thereof.

ERISA.  Each employee  pension benefit plan, as defined in ERISA,  maintained by
Borrower  and  Guarantor  meets,  as of the date  hereof,  the  minimum  funding
standards of ERISA and all applicable


                                     Page 7


<PAGE>

regulations thereto and requirements  thereof,  and of the Internal Revenue Code
of 1954, as amended. No "Prohibited  Transaction" or "Reportable Event" (as both
terms are defined by ERISA) has occurred with respect to any such plan.

CONTROLLING LAW. This Agreement,  the Note and the other Loan Documents executed
and  delivered  in  connection  herewith  shall be governed by and  construed in
accordance with the laws of the State of New York.

CONDITIONS PRECEDENT.  The obligations of Bank to make the Loan and any advances
pursuant to this  Agreement are subject to the following  conditions  precedent:
Additional Documents. Receipt by Bank of such additional supporting documents as
Bank or its counsel may reasonably  request.  Opinion of Counsel. On or prior to
the date of the initial borrowing hereunder,  Bank shall have received a written
opinion of the counsel of Borrower acceptable to Bank that includes;  subject to
customary  limitations  and exclusions,  confirmation of the following:  (a) The
accuracy  of  the   representations   set  forth  in  this   Agreement   in  the
Representations Subparagraphs entitled "Authorization;  Non-Contravention";  and
"Organization  and Authority".  (b) This Agreement and other Loan Documents have
been duly executed and delivered by Borrower and constitute the legal, valid and
binding obligations of Borrower, enforceable in accordance with their terms. (c)
No registration  with, consent of, approval of, or other action by, any federal,
state or other  governmental  authority or regulatory  body to the execution and
delivery of this  Agreement,  the borrowing  under this  Agreement or other Loan
Documents,  is required by law, or, if so required,  such  registration has been
made, and consent or approval given or such other appropriate  action taken. (d)
The Loan is not usurious. (e) The Loan Documents create the security interest in
the Collateral (as defined in the Loan  Documents)  that is  contemplated by the
Loan Documents.

IN WITNESS WHEREOF,  Borrower and Bank, on the day and year first written above,
have caused this Agreement to be executed under seal.

                                    FIRST UNION NATIONAL BANK,
                                    a national banking association
        
                                    By PAUL T. SAVINO
                                      -----------------------------------------
                                       PAUL T. SAVINO, Senior Vice President

                                    AMERICAN PASSAGE MEDIA, INC., a Delaware
                                    corporation, Borrower
                                    
                                    By BRUCE L. RESNIK
                                      -----------------------------------------
                                       BRUCE L. RESNIK,Executive Vice President
                                       & Chief Financial Officer
                                    TAXPAYER ID#


                                    BEYOND THE WALL, INC., a Delaware 
                                    corporation, Borrower

                                    By BRUCE L.RESNIK
                                       -----------------------------------------
                                       BRUCE L. RESNIK, Executive Vice President
                                       & Chief Financial Officer
                                    TAXPAYER ID#


                                   Page 8
<PAGE>

                                    CAMPUS VOICE, INC., a Delaware corporation, 
                                    Borrower

                                    By BRUCE L. RESNIK
                                       -----------------------------------------
                                       BRUCE L. RESNIK,Executive Vice President
                                       & Chief Financial Officer
                                    TAXPAYER ID#

BY EXECUTING THIS AGREEMENT BELOW,
NETWORK EVENT THEATER, INC. AND
NATIONAL CAMPUS MEDIA, INC. (COLLECTIVELY
"GUARANTOR"), HAVE AGREED TO BE
BOUND BY THOSE PROVISIONS THEREIN
APPLICABLE TO GUARANTOR

NETWORK EVENT THEATER, INC.,
a Delaware corporation

By BRUCE L. RESNIK
   ----------------------------------------
   BRUCE L. RESNIK,Executive Vice President
   & Chief Financial Officer


NATIONAL CAMPUS MEDIA, INC.,
a Delaware corporation

By BRUCE L. RESNIK
-------------------------------------------
BRUCE L. RESNIK,Executive Vice President
& Chief Financial Officer


                                     Page 9