EXHIBIT 10.24

                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT ("Agreement"), dated as of the 31st day of January,
1997,  is made and  entered  into on the terms and  conditions  hereinafter  set
forth, by and between CAMPUS VOICE, L.L.C., a Delaware limited liability company
("Borrower"), and SIRROM INVESTMENTS, INC., a Tennessee corporation ("Lender").

                                    RECITALS:

         WHEREAS,  Borrower has requested that Lender make available to Borrower
a loan in the  original  principal  amount of Six  Hundred  Sixty  Thousand  and
No/100ths Dollars ($660,000.00) (the "Senior Loan"); and

         WHEREAS,  Borrower is indebted to SCCGS,  Inc.  ("SCCGS"),  a Tennessee
corporation and corporate  affiliate of Lender, for a purchase money loan in the
original   principal  amount  of  Three  Hundred  Thousand  and  No/100  Dollars
($300,000.00)  (the "Junior  Secured  Loan") as evidenced by that Junior Secured
Promissory  Note (the  "Junior  Secured  Promissory  Note") of this date made by
Borrower payable to the order of SCCGS in that original  principal  amount,  and
for an additional  purchase money loan in the original  principal  amount of One
Million Two Hundred  Sixty-Three  Thousand  Two  Hundred  Twenty-Two  and 83/100
($1,263,222.83)  (the "Second  Junior Secured Loan") as evidenced by that Second
Junior Secured  Promissory Note (the "Second Junior Secured Promissory Note") of
this  date  made by  Borrower  payable  to the  order of SCCGS in that  original
principal amount; and

         WHEREAS,  concurrently  with the execution  hereof,  the Junior Secured
Promissory  Note  and the  Second  Junior  Secured  Promissory  Note  have  been
negotiated to Lender (the Senior Loan,  the Junior  Secured Loan, and the Second
Junior Secured Loan are referred to herein collectively as the "Loans"); and

         WHEREAS,  in order to  induce  Lender  to make  the  Loans to  Borrower
through the  extension  of credit  under the Senior Loan and the purchase of the
Junior Secured  Promissory Note and the Second Junior Secured  Promissory  Note,
Borrower has made certain representations to Lender; and

         WHEREAS,  Lender, in reliance upon the  representations and inducements
of  Borrower,  has  agreed  to make the  Loans  upon the  terms  and  conditions
hereinafter set forth.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the agreement of Lender to make the
Loans, the mutual covenants and agreements hereinafter set forth, and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:


<PAGE>

                                    ARTICLE 1
                                    THE LOANS

         1.1  Evidence  of  Indebtedness  and  Repayment.  The  Loans  shall  be
evidenced  by  promissory  notes  in  the  original  principal  amounts  of  the
respective  Loans,  substantially  in the form of Exhibit A attached  hereto and
incorporated  herein  by this  reference  (the  "Notes"),  dated  as of the date
hereof,  executed by Borrower and now held by Lender. The Loans shall be payable
in  accordance  with the terms of the  Notes and the Bill of Sale and  Agreement
dated as of the date hereof among SCCGS,  Borrower,  Sirrom Capital  Corporation
and Network Event Theater,  Inc., a Delaware  corporation  ("NET") (the "Bill of
Sale and Agreement").  The Notes, this Agreement, the Bill of Sale and Agreement
and any other  instruments  and documents  executed by Borrower now or hereafter
evidencing,  securing or in any way related to the indebtedness evidenced by the
Notes are herein individually  referred to as a "Loan Document" and collectively
referred to as the "Loan Documents."

         1.2 Partial Prepayment.  Borrower may prepay the indebtedness evidenced
by the  Notes in whole  or in part at any  time and from  time to time,  without
premium or penalty.

         1.3  Purpose.  The  purpose  of the  Senior  Loan  shall be to  provide
additional  working  capital to Borrower  and the purpose of the Junior  Secured
Loan and of the Second  Junior  Secured  Loan shall be to evidence  the purchase
price of the "Assets," as defined in the Bill of Sale and Agreement.

         1.4 Advances. Advances under the Senior Loan shall be made according to
the following schedule:

Advanced at closing                 $210,000.00
On or after 4/l/97                  $150,000.00
On or after 7/l/97                  $125,000.00
On or after 10/l/97                 $100,000.00
On or after 1/l/98                  $75,000.00

Lender shall not under any  circumstances  be obligated to advance more than the
scheduled  amount.  Borrower  may request  that less than a scheduled  amount be
funded in any month, and the excess  availability  shall carry forward to future
months.

         1.5  Conditions to Advances.  Lender shall not be obligated to make any
advance  under  any of the  Loans at a time  that any  Event of  Default  exists
hereunder  or if any  condition  exists  which,  with the giving of notice,  the
passing of time or both would cause an Event of Default. Borrower shall submit a
request  for  each  advance  in  writing,  and  such  request  shall  constitute
Borrower's certification that the conditions to funding are satisfied.


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<PAGE>

         1.6  Processing Fee.  Concurrently with the execution hereof,  Borrower
shall pay to Lender a processing fee in the amount of $6,600.00.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

         2.1 Borrower's Representations. Borrower hereby represents and warrants
to Lender as follows:

                  (a) LLC Status.  Borrower is a limited  liability company duly
         organized,  validly existing and in good standing under the laws of the
         State of Delaware;  and has the power as a limited liability company to
         own and  operate  its  properties,  to  carry  on its  business  as now
         conducted and to enter into and to perform its  obligations  under this
         Agreement and the other Loan Documents to which it is a party. Borrower
         is duly  qualified to do business and in good standing in each state in
         which a failure to be so qualified would have a material adverse effect
         on  Borrower's  financial  condition  or its  ability  to  conduct  its
         business in the manner now conducted.

                  (b)  Subsidiaries.  Borrower  neither owns nor has an interest
         in, directly or indirectly, any other corporation,  partnership,  joint
         venture or other business organization ("Subsidiaries").

                  (c)  Authorization.  Borrower has full legal right,  power and
         authority to conduct its business and affairs.  Borrower has full legal
         right,  power and  authority to enter into and perform its  obligations
         under the Loan Documents,  without the consent or approval of any other
         person, firm,  governmental agency or other legal entity, except as has
         been finally  obtained.  The execution and delivery of this  Agreement,
         the  borrowing  hereunder,  the  execution  and  delivery  of each Loan
         Document to which Borrower is a party,  and the performance by Borrower
         of its  obligations  thereunder  are within the powers of Borrower  and
         have been duly authorized by all necessary action properly taken,  have
         received all necessary  governmental  approvals,  if any were required,
         and do not and will not  contravene  or conflict  with any provision of
         law, any  applicable  judgment,  ordinance,  regulation or order of any
         court or governmental  agency, the operating agreement of Borrower,  or
         any agreement  binding upon Borrower or its properties.  The officer(s)
         executing this Agreement, the Notes and all of the other Loan Documents
         to which  Borrower is a party are duly  authorized  to act on behalf of
         Borrower.

                  (d) Validity and Binding Effect.  This Agreement and the other
         Loan  Documents  are the legal,  valid and binding  obligations  of the
         Borrower,  enforceable  in  accordance  with  their  respective  terms,
         subject to limitations imposed by bankruptcy, insolvency, moratorium or
         other similar laws  affecting the rights of creditors  generally or the
         application of general equitable principles.


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<PAGE>

                  (e) Capitalization.  As of the date hereof, the sole member of
         Borrower  is NET.  As of the  date  hereof,  Borrower  shall  not  have
         outstanding  any or  securities  convertible  or  exchangeable  for any
         member  interests,  nor shall it have outstanding any rights or options
         to subscribe  for or to purchase its member  interests.  As of the date
         hereof,  Borrower shall not be subject to any obligation (contingent or
         otherwise) to repurchase,  redeem,  retire or otherwise  acquire any of
         its member interests.  Borrower has not violated any applicable federal
         or state securities laws in connection with the offer, sale or issuance
         of any of its member interests.

                  (f)  Trademarks,  Patents,  Etc.  To the  best  of  Borrower's
         knowledge,  Schedule  2.1(f) is an accurate  and  complete  list of all
         patents,  trademarks,  tradenames,  trademark  registrations,   service
         names, service marks, copyrights,  licenses,  formulas and applications
         therefor  owned by  Borrower  or used or  required  by  Borrower in the
         operation of it's  business,  title to each of which is,  except as set
         forth in Schedule 2.1(f) hereto, held by Borrower free and clear of all
         adverse  claims,  liens,  security  agreements,  restrictions  or other
         encumbrances.  There  is no  infringement  action,  lawsuit,  claim  or
         complaint which asserts that Borrower's  operations violate or infringe
         the  rights or the trade  names,  trademarks,  trademark  registration,
         service  name,  service mark or copyright of others with respect to any
         apparatus or method of Borrower or any adversely held trademark,  trade
         name, trademark registration,  service name, service mark or copyright,
         and  Borrower  is not  in  any  way  making  use  of  any  confidential
         information  or trade  secrets of any person except with the consent of
         such  person.   Notwithstanding   the  foregoing,   Borrower  makes  no
         representation  or warranty  under this  Section as to any  trademarks,
         etc. acquired from SCCGS, Inc. under the Bill of Sale and Agreement.

                  (g) No  Conflicts.  Consummation  of the  transactions  hereby
         contemplated  and the  performance of the obligations of Borrower under
         and by virtue of the Loan  Documents  will not result in any breach of,
         or  constitute  a  default  under,  any  mortgage,   security  deed  or
         agreement,  deed  of  trust,  lease,  bank  loan or  credit  agreement,
         operating  agreement,  operating agreement,  license,  franchise or any
         other  instrument or agreement to which Borrower is a party or by which
         Borrower or its  respective  properties  may be bound or affected or to
         which Borrower has not obtained an effective waiver.

                  (h)  Litigation.  There are no actions,  suits or  proceedings
         pending,  or, to the  knowledge  of  Borrower  threatened,  against  or
         affecting  Borrower or involving the validity or  enforceability of any
         of the Loan Documents at law or in equity,  or before any  governmental
         or administrative agency; and to Borrower's knowledge,  Borrower is not
         in  default  with  respect to any order,  writ,  injunction,  decree or
         demand of any court or any governmental authority.

                  (i) Financial  Statements.  Borrower is a newly-formed  entity
         and has not yet prepared any financial statements.


                                        4

<PAGE>

                  (j) Other Agreements; No Defaults.  Borrower is not a party to
         any indenture,  loan or credit  agreement,  lease or other agreement or
         instrument,  or subject to any restriction,  that could have a material
         adverse  effect on the  business,  properties,  assets,  operations  or
         conditions,  financial or  otherwise,  of  Borrower,  or the ability of
         Borrower to carry out its obligations under the Loan Documents to which
         it is a  party.  Borrower  is not in  default  in  any  respect  in the
         performance,  observance  or  fulfillment  of any  of the  obligations,
         covenants  or  conditions  contained  in any  agreement  or  instrument
         material  to its  business  to which it is a party,  including  but not
         limited to this  Agreement and the other Loan  Documents,  and no other
         default or event has occurred and is continuing that with notice or the
         passage of time or both would  constitute a default or event of default
         under any of same.

                  (k) Compliance  With Law.  Borrower has obtained all necessary
         licenses,   permits  and  approvals  and  authorizations  necessary  or
         required in order to conduct  its  business  and affairs as  heretofore
         conducted  and as hereafter  intended to be  conducted.  To  Borrower's
         knowledge,  Borrower  is in  compliance  with  all  laws,  regulations,
         decrees and orders applicable to it (including but not limited to laws,
         regulations, decrees and orders relating to environmental, occupational
         and health standards and controls,  antitrust,  monopoly,  restraint of
         trade or unfair competition), to the extent that noncompliance,  in the
         aggregate,  could  reasonably  be expected  to have a material  adverse
         effect on its respective  business,  operations,  property or financial
         condition or could materially  adversely affect  Borrower's  ability to
         perform its obligations under the Loan Documents.

                  (l) Debt.  Borrower is a newly-formed entity and does not have
         in effect  any  credit  agreements,  indentures,  purchase  agreements,
         promissory  notes  or  other  evidences  of  indebtedness,  guaranties,
         capital  leases  or  other  instruments,  agreements  and  arrangements
         providing for or relating to extensions of credit (including agreements
         and  arrangements  for  the  issuance  of  letters  of  credit  or  for
         acceptance financing), other than the Loan Documents.

                  (m) Taxes. Borrower is a newly-formed entity and has not filed
         or caused to be filed any tax returns.

                  (n)  Small  Business  Concern.  Borrower,  together  with  its
         "affiliates"  (as that term is  defined  in Title 13,  Code of  Federal
         Regulations,  ss.  121.103),  is a "small business  concern" within the
         meaning of the Small Business  Investment Act of 1958, as amended,  and
         the regulations  promulgated thereunder (in making this representation,
         Borrower  relies upon  Lender's  representation  that the  criteria set
         forth  in the SBA Form 480 are the  only  necessary  criteria  for this
         determination).  The  information  set  forth  in  the  Small  Business
         Administration  Forms 480, 652 and Parts A and B of Form 1031 regarding
         Borrower  upon  delivery,  pursuant  to  Section  4.1  hereof,  will be
         accurate and complete.  Borrower  does not presently  engage in, and it
         will not hereafter engage in, any activities, and Borrower will not use
         directly or  indirectly,  the proceeds from the Loans,  for any purpose
         for  which a Small  Business  Investment  Company  is  prohibited  from
         providing funds by the Small Business


                                        5

<PAGE>

         Investment Act and the regulations thereunder, including Title 13, Code
         of Federal Regulations ss.107.720.

                  (o) Certain  Transactions.  As of the date of this  Agreement,
         Borrower  is  not  indebted,  directly  or  indirectly,  to  any of its
         members,  officers  or  directors  or to their  respective  spouses  or
         children, in any amount whatsoever;  none of said members,  officers or
         directors or any members of their immediate  families,  are indebted to
         Borrower or have any direct or indirect  ownership interest in any firm
         or corporation other than NET which competes with Borrower, except that
         shareholders,  officers  and/or  directors  of Borrower may own no more
         than 4.9% of outstanding  stock of publicly traded  companies which may
         compete  with  Borrower.  No  shareholder,  officer or  director or any
         member of their immediate families,  is, directly or indirectly (except
         as an employee, shareholder,  officer or director of NET) interested in
         any material contract with Borrower.  Borrower is not a guarantor or of
         any indebtedness of any other person, firm or corporation.

                  (p) Statements Not False or Misleading.  No  representation or
         warranty  given as of the date  hereof by  Borrower  contained  in this
         Agreement  or any  schedule  attached  hereto or any  statement  in any
         document,  certificate or other instrument furnished or to be furnished
         by Borrower to Lender pursuant  hereto,  taken as a whole,  contains or
         will (as of the time so  furnished)  contain any untrue  statement of a
         material  fact, or omits or will (as of the time so furnished)  omit to
         state  any  material  fact  which  is  necessary  in  order to make the
         statements contained therein not misleading.

                  (q)  Margin  Regulations.  Borrower  is  not  engaged  in  the
         business of extending  credit for the purpose of purchasing or carrying
         margin stock. No proceeds  received  pursuant to this Agreement will be
         used to  purchase  or carry any  equity  security  of a class  which is
         registered  pursuant to Section 12 of the  Securities  Exchange  Act of
         1934, as amended.

                  (r) Significant  Contracts.  Borrower is a newly-formed entity
         with no material contracts.

                  (s)  Environment.  Borrower is a  newly-formed  entity with no
         previous  operations  with  respect to which  environmental  laws would
         apply.

                  (t)  Fees/Commissions.  Borrower  has  not  agreed  to pay any
         finder's fee, commission, origination fee or other fee or charge to any
         person or entity with respect to the Loans and investment  transactions
         contemplated  hereunder,  except fees for legal and accounting services
         rendered in connection with this transaction.

                  (u) ERISA.  Borrower is in compliance in all material  respect
         with all  applicable  provisions  of ERISA as defined  in Section  3.11
         hereof).  Neither a reportable  event nor a prohibited  transaction (as
         defined in ERISA) has  occurred and is  continuing  with respect to any
         Plan (as  defined  in  Section  3.11  hereof);  no  notice of intent to
         terminate a Plan has been


                                        6

<PAGE>

         filed nor has any Plan been terminated;  no  circumstances  exist which
         constitute  grounds entitling the Pension Benefit Guaranty  Corporation
         (together with any entity  succeeding to or all of its  functions,  the
         "PBGC") to institute proceedings to terminate,  or appoint a trustee to
         administer,  a Plan, nor has the PBGC instituted any such  proceedings;
         neither  Borrower  nor any  commonly  controlled  entity (as defined in
         ERISA) has completely or partially  withdrawn from a multiemployer plan
         (as defined in ERISA); Borrower and each commonly controlled entity has
         met its minimum funding requirements under ERISA with respect to all of
         its  Plans  and the  present  fair  market  value of all Plan  property
         exceeds the present  value of all vested  benefits  under each Plan, as
         determined  on the  most  recent  valuation  date  of the  Plan  and in
         accordance with the provisions of ERISA and the regulations  thereunder
         for  calculating  the  potential  liability of Borrower or any commonly
         controlled  entity to the PBGC or the Plan under Title IV or ERISA; and
         neither  Borrower nor any commonly  controlled  entity has incurred any
         liability to the PBGC under ERISA.

                  (v) Title to Properties.  To the best of Borrower's knowledge,
         based on  Lender's  representations  in the Bill of Sale and  Agreement
         (and subject to the qualifications set forth therein),  Borrower has no
         real  properties and Borrower has good title to its other assets,  free
         and clear of all liens  other  than  Permitted  Liens  (as  defined  in
         Section 3.15 hereof).

                  (w) Limited  Offering of Notes.  Neither  Borrower  nor anyone
         acting on its behalf has offered  the Notes or any  similar  securities
         for sale to, or  solicited  any offer to buy any of the same  from,  or
         otherwise approached or negotiated in respect thereof, with, any person
         other than Lender or its affiliates. Neither Borrower nor anyone acting
         on its behalf has taken,  or will take,  any action which would subject
         the issuance or sale of the Notes to Section 5 of the Securities Act of
         1933, as amended,  or the registration or  qualification  provisions of
         the blue sky laws of any state.

                  (x) Registration Rights.  Borrower is not under any obligation
         to register under the Securities Act of 1933, as amended,  or the Trust
         Indenture  Act of 1939, as amended,  any of its  presently  outstanding
         securities or any of its securities that may subsequently be issued.

                  (y)  Employees.  Borrower  has no current  labor  problems  or
         disputes which have resulted or Borrower  reasonably  believes could be
         expected to have a material adverse effect.

                  (z)  Issuance   Taxes.   All  taxes  imposed  on  Borrower  in
         connection with the issuance,  sale and delivery of the Notes have been
         or will be fully paid,  and all laws  imposing  such taxes have been or
         will be fully satisfied by Borrower.

                                    ARTICLE 3
                            COVENANTS AND AGREEMENTS

         Borrower covenants and agrees that during the term of this Agreement:


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<PAGE>

         3.1  Payment  of  Obligations.  Borrower  shall  pay  the  indebtedness
evidenced by the Notes according to the terms thereof as  additionally  provided
in the Bill of Sale and Agreement,  and shall timely pay or perform, as the case
may  be,  all  of the  other  obligations  of  Borrower  to  Lender,  direct  or
contingent, however evidenced or denominated, and however and whenever incurred,
including but not limited to  indebtedness  incurred  pursuant to any present or
future commitment of Lender to Borrower, together with interest thereon, and any
extensions, modifications,  consolidations and/or renewals thereof and any notes
given in payment thereof.

         3.2 Financial Statements and Reports.  Borrower shall furnish to Lender
(i) as soon as  practicable  and in any event within  ninety (90) days after the
end of each fiscal year of Borrower,  an audited balance sheet of Borrower as of
the close of such fiscal  year,  an audited  statement  of earnings and retained
earnings  of  Borrower  as of the  close  of such  fiscal  year  and an  audited
statement  of cash  flows  for  Borrower  for  such  fiscal  year,  prepared  in
accordance with generally accepted accounting  principles  consistently  applied
and  accompanied  by an  unqualified  audit  report  prepared by an  independent
certified public accountant acceptable to Lender showing the financial condition
of Borrower at the close of such year and the results of its  operations  during
such year and accompanied by a certificate of the President of Borrower, stating
that to the best of the knowledge of such officer,  Borrower has kept, observed,
performed and fulfilled each covenant,  term and condition of this Agreement and
the other Loan Documents  during the preceding  fiscal year and that no Event of
Default has occurred and is  continuing  (or if an Event of Default has occurred
and is  continuing,  specifying  the nature of same,  the period of existence of
same and the action  Borrower  proposes to take in connection  therewith),  (ii)
within  twenty  (20) days of the end of each  calendar  month,  a status  report
indicating  the  financial  performance  of  Borrower  during such month and the
financial  position  of  Borrower  as of the end of  such  month,  (iii)  within
forty-five (45) days of the end of each quarter,  a balance sheet of Borrower as
of the close of such quarter and a statement  of earnings and retained  earnings
of Borrower  as of the close of such  quarter,  all in  reasonable  detail,  and
prepared   substantially  in  accordance  with  generally  accepted   accounting
principles consistently applied (except for the absence of footnotes and subject
to  year-end  adjustments),  and (iv) with  reasonable  promptness,  such  other
financial data as Lender may reasonably request.  Without Lender's prior written
consent,  Borrower  shall not  modify  or  change  any  accounting  policies  or
procedures in effect on the date hereof.

         3.3  Maintenance  of Books  and  Records;  Inspection.  Borrower  shall
maintain its books,  accounts and records in accordance with generally  accepted
accounting  principles  consistently  applied,  and after reasonable notice from
Lender,  permit  Lender,  its  officers  and  employees  and  any  professionals
designated by Lender in writing, at Borrower's expense, to visit and inspect any
of its  properties,  books and financial  records,  and to discuss its accounts,
affairs and finances with Borrower or the principal  officers of Borrower during
reasonable  business hours, all at such times as Lender may reasonably  request;
provided that no such inspection shall materially  interfere with the conduct of
Borrower's business.

         3.4  Insurance.  Without limiting any of the requirements of any of the
other Loan Documents, Borrower shall maintain, in amounts customary for entities
engaged in comparable


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<PAGE>

business  activities,  (i) to the extent  required by applicable  law,  worker's
compensation  insurance  (or  maintain  a  legally  sufficient  amount  of  self
insurance against worker's  compensation  liabilities,  with adequate  reserves,
under a plan approved by Lender,  such approval not to be unreasonably  withheld
or delayed),  and (ii) fire and "all risk" casualty  insurance on its properties
against such hazards and in at least such amounts as are customary in Borrower's
business.  Borrower will make  reasonable  efforts to obtain and maintain public
liability  insurance  in an  amount,  and at a cost,  deemed  reasonable  to the
Borrower's Board of Directors.  At the request of Lender,  Borrower will deliver
forthwith a certificate specifying the details of such insurance in effect.

         3.5 Taxes and Assessments.  Borrower shall (i) file all tax returns and
appropriate  schedules  thereto that are  required to be filed under  applicable
law,  prior  to the  date of  delinquency,  (ii) pay and  discharge  all  taxes,
assessments  and  governmental  charges or levies imposed upon Borrower upon its
income and profits or upon any properties  belonging to it, prior to the date on
which  penalties  attach  thereto,  and (iii)  pay all  taxes,  assessments  and
governmental  charges or levies that,  if unpaid,  might become a lien or charge
upon any of its properties;  provided,  however, that Borrower in good faith may
contest any such tax,  assessment,  governmental charge or levy described in the
foregoing clauses (ii) and (iii) so long as appropriate  reserves are maintained
with respect thereto.

         3.6 Existence.  Borrower shall maintain its existence and good standing
as a  limited  liability  company  in the  state  of its  organization,  and its
qualification  and good standing as a foreign limited  liability company in each
jurisdiction  in which the failure to so qualify  would have a material  adverse
effect on Borrower.

         3.7 Compliance with Law and Other Agreements.  Except where the failure
to do so would not  materially  adversely  affect  Borrower's  operations or its
ability to fulfill its  obligations  under the Loan  Documents,  Borrower  shall
maintain  its  business  operations  and  property  owned or used in  connection
therewith in compliance with (i) all applicable  federal,  state and local laws,
regulations  and ordinances  governing such business  operations and the use and
ownership  of such  property,  and (ii) all  agreements,  licenses,  franchises,
indentures  and mortgages to which  Borrower is a party or by which  Borrower or
any of its properties is bound.  Without limiting the foregoing,  Borrower shall
pay all of its  indebtedness  promptly  in  accordance  with the terms  thereof,
except to the extent that Borrower is contesting any such  indebtedness  in good
faith.

         3.8 Notice of Default.  Borrower shall give written notice to Lender of
the  occurrence of any default,  event of default or Event of Default under this
Agreement or any other Loan Document promptly upon the occurrence thereof.

         3.9 Notice of Litigation.  Borrower shall give notice,  in writing,  to
Lender of (i) any  actions,  suits or  proceedings,  instituted  by any  persons
whomsoever  against  Borrower or affecting any of the assets of Borrower wherein
the amount at issue is in excess of Twenty-Five  Thousand and No/100ths  Dollars
($25,000.00), and (ii) any dispute, not resolved within sixty (60) days of the


                                        9

<PAGE>

commencement  thereof,  between  Borrower  on the one hand and any  governmental
regulatory body on the other hand, which dispute might materially interfere with
the normal operations of Borrower.

         3.10  Conduct  of  Business.  Borrower  will  continue  to  engage in a
business of the same  general  type and manner as proposed to be conducted by it
on the date of this Agreement.

         3.11 ERISA Plan. If Borrower has in effect, or hereafter institutes,  a
pension  plan that is subject to the  requirements  of Title IV of the  Employee
Retirement  Income Security Act of 1974, Pub. L. No. 93-406,  September 2, 1974,
88 Stat. 829, 29 U.S.C.A.  ss. 1001 et seq. (1975), as amended from time to time
("ERISA"),  then the following warranty and covenants shall be applicable during
such  period as any such plan (the  "Plan")  shall be in  effect:  (i)  Borrower
hereby warrants that no fact that might  constitute  grounds for the involuntary
termination of the Plan, or for the appointment by the appropriate United States
District  Court of a  trustee  to  administer  the  Plan,  exists at the time of
execution of this Agreement,  (ii) Borrower hereby covenants that throughout the
existence  of the Plan,  Borrower's  contributions  under the Plan will meet the
minimum  funding  standards  required by ERISA and Borrower will not institute a
distress termination of the Plan, and (iii) Borrower covenants that it will send
to Lender a copy of any  notice of a  reportable  event  (as  defined  in ERISA)
required by ERISA to be filed with the Labor  Department or the Pension  Benefit
Guaranty Corporation, at the time that such notice is so filed.

         3.12 Dividends,  Distributions,  Stock Rights, etc. Except for payments
and  distributions  to NET of amounts  allocable to NET under Section 2.2 of the
Bill of Sale and  Agreement,  Borrower  shall not declare or pay any dividend of
any kind  (other  than stock  dividends  payable to all  holders of any class of
capital  stock),  in cash or in property,  on any class of the capital  stock of
Borrower, or purchase,  redeem, retire or otherwise acquire for value any shares
of such  stock,  nor make any  distribution  of any kind in cash or  property in
respect thereof,  nor make any return of capital of  shareholders,  nor make any
payments  in cash or property  in respect of any stock  options,  stock bonus or
similar  plan  (except  as  required  or  permitted  hereunder),  nor  grant any
preemptive  rights with respect to the capital  stock of  Borrower,  without the
prior written consent of Lender.

         3.13 Guaranties; Loans; Payment of Debt. Without Lender's prior express
written  consent,  Borrower  shall not  guarantee  nor be liable in any  manner,
whether directly or indirectly,  or become contingently liable after the date of
this Agreement in connection  with the obligations or indebtedness of any person
or entity  whatsoever,  except for the  endorsement  of  negotiable  instruments
payable  to  Borrower  for  deposit  or  collection  in the  ordinary  course of
business.  Without  Lender's prior express written  consent,  which shall not be
unreasonably  withheld,  Borrower  shall  not (i)  make  any  loan,  advance  or
extension  of  credit  to any  person  other  than in the  normal  course of its
business, or (ii) make any payment on any subordinated debt.

         3.14  Debt.  Without  the  express  prior  written  consent  of Lender,
Borrower shall not create,  incur, assume or suffer to exist indebtedness of any
description whatsoever, excluding:

          (a)  the indebtedness evidenced by the Notes;


                                       10

<PAGE>

          (b)  the endorsement of negotiable instruments payable to Borrower for
               deposit or collection in the ordinary course of business; and

          (c)  trade debts incurred in the ordinary course of business.

Lender acknowledges that Borrower may in the future propose that Borrower become
liable  for, or grant a security  interest in its assets to secure,  one or more
credit facilities extended to NET and its subsidiaries.  Lender will discuss the
circumstances  at the time  such a  proposal  is made,  but may  consent  or not
consent thereto, in its sole discretion.

         3.15 No Liens.  Borrower shall not create,  incur,  assume or suffer to
exist any lien, security interest,  security title,  mortgage,  deed of trust or
other  encumbrance  upon or with respect to any of its properties,  now owned or
hereafter  acquired,  except  the  following  permitted  liens  (the  "Permitted
Liens"):

          (a)  liens in favor of Lender;

          (b)  liens for taxes or assessments or other  governmental  charges or
               levies if not yet due and payable; and

          (c)  liens in connection with the leasing of equipment in favor of the
               Lessor of such equipment.

         3.16 Mergers, Consolidations, Acquisitions and Sales. Without the prior
written  consent of  Lender,  Borrower  shall not (a) be a party to any  merger,
consolidation or  reorganization,  nor (b) purchase or otherwise  acquire all or
substantially all of the assets or stock of, or any partnership or joint venture
interest in, any other person, firm or entity, nor (c) sell,  transfer,  convey,
grant a security interest in or lease all or any substantial part of its assets,
nor (d) create any Subsidiaries nor convey any of its assets to any Subsidiary.

         3.17 Transactions With Affiliates. Except as expressly permitted by the
Bill of Sale and  Agreement,  Borrower  shall  not enter  into any  transaction,
including, without limitation, the purchase, sale or exchange of property or the
rendering of any service,  with any affiliate,  except in the ordinary course of
and pursuant to the reasonable requirements of Borrower's business and upon fair
and reasonable terms no less favorable to Borrower than Borrower would obtain in
a comparable arm's length  transaction  with a person not an affiliate.  For the
purposes of this Section  3.17,  "affiliate"  shall mean a person,  corporation,
partnership or other entity  controlling,  controlled by or under common control
with Borrower. Notwithstanding the foregoing, in order to permit Borrower normal
operations  without the need of evaluating minor  transactions on a case-by-case
basis for compliance with this Section 3.17, an Event of Default shall not arise
under this Agreement on account of transactions that, in the aggregate,  include
charges that would be  excessive  under this Section 3.17 in the total amount of
less than  $25,000  in any fiscal  year (it being  understood  that the  $25,000
figure is  calculated  as the excessive  charge to Borrower  only,  and does not
include the total value of the relevant transaction(s)).


                                       11

<PAGE>

         3.18  Environment.  Borrower shall be and remain in compliance with the
provisions of all federal,  state and local  environmental,  health,  and safety
laws, codes and ordinances, and all rules and regulations issued thereunder, the
violation  of which could have a material  adverse  effect on  Borrower;  notify
Lender  immediately  of any notice of a  hazardous  discharge  or  environmental
complaint  received  from any  governmental  agency or any other  party;  notify
Lender  immediately  of any hazardous  discharge from or affecting its premises;
immediately contain and remove the same, in compliance with all applicable laws;
promptly pay any fine or penalty assessed in connection therewith; permit Lender
to inspect the  premises,  to conduct tests  thereon,  and to inspect all books,
correspondence,  and records pertaining thereto; and at Lender's request, and at
Borrower's  expense,  provide a report of a  qualified  environmental  engineer,
satisfactory in scope,  form, and content to Lender,  and such other and further
assurances  reasonably  satisfactory  to  Lender  that  the  condition  has been
corrected.

                                    ARTICLE 4
                              CONDITIONS TO CLOSING

         4.1 Closing of the Loans. The obligation of Lender to fund the Loans on
the date hereof (the "Closing Date") is subject to the fulfillment,  on or prior
to the Closing Date, of each of the following conditions:

               (a) Borrower  shall have  performed  and complied in all material
          respects  with  all  of the  covenants,  agreements,  obligations  and
          conditions required by this Agreement.

               (b) Lender  shall  have  received  an  opinion of the  Borrower's
          counsel,  Proskauer  Rose Goetz &  Mendelsohn  LLP,  dated the Closing
          Date, in form and substance  satisfactory to Lender's counsel,  Boult,
          Cummings Conners & Berry PLC and attached hereto as Exhibit B;

               (c) Borrower shall have delivered to Lender the Notes executed by
          Borrower,  substantially  in the form of Exhibit A attached hereto and
          incorporated herein by this reference.

               (d) Borrower  shall have delivered to Lender the Bill of Sale and
          Agreement,  substantially in the form of Exhibit C attached hereto and
          incorporated herein by this reference.

               (e) Borrower shall have delivered to Lender a Security  Agreement
          executed by Borrower and a related UCC-1 Financing  Statement executed
          by Borrower,  each of which is  substantially in the form of Exhibit D
          attached hereto and incorporated herein by this reference.

               (f) Borrower  shall have  delivered to Lender the Small  Business
          Administration  Forms 480,  652 and 1031 (Parts A and B)  completed by
          Borrower.


                                       12

<PAGE>

               (g) Borrower  shall have  delivered to Lender the Small  Business
          Administration  Economic Impact  Assessment  completed by Borrower,  a
          form of which is attached hereto as Exhibit E and incorporated  herein
          by this reference.

               (h)  Borrower  shall have  delivered  to Lender a  Trademark  and
          Patent  Security  Agreement  executed  by Borrower  and related  UCC-1
          Financing  Statement(s)  executed  by the  Borrower,  in the  form  of
          Exhibit F attached hereto and incorporated herein by this reference.

               (i) Lender shall have received copies of the operating  agreement
          and publicly filed organizational documents of Borrower,  certified by
          the  Secretary of State or other  appropriate  public  official in the
          jurisdiction in which Borrower is organized.

               (j) Lender shall have received  certified (as of the date of this
          Agreement)  copies of all actions  taken by Borrower  authorizing  the
          execution, delivery and performance of the Loan Documents.

               (k) Lender  shall have  received  a  certificate  as to the legal
          existence and good  standing of the Borrower,  issued by the Secretary
          of State or other  appropriate  public official in the jurisdiction in
          which the Borrower is organized.

                                    ARTICLE 5
                              DEFAULT AND REMEDIES

         5.1 Events of Default.  The  occurrence of any of the  following  shall
constitute an Event of Default hereunder:

               (a) Default in the payment of the principal of or interest on the
          indebtedness  evidenced by the Notes in  accordance  with the terms of
          the Notes, which default is not cured within five (5) days;

               (b) Any  misrepresentation by Borrower or any member or affiliate
          of Borrower as to any  material  matter  hereunder or under any of the
          other  Loan  Documents,  or  delivery  by  Borrower  of any  schedule,
          statement,  resolution,  report,  certificate,  notice or  writing  to
          Lender that is untrue in any material  respect on the date as of which
          the facts set forth therein are stated or certified;

               (c) Failure of Borrower or any member or affiliate of Borrower to
          perform any of its  obligations,  covenants or  agreements  under this
          Agreement, the Notes or any of the other Loan Documents;

               (d)  Borrower (i) shall  generally  not pay or shall be unable to
          pay its  debts  as such  debts  become  due;  or  (ii)  shall  make an
          assignment for the benefit of creditors or petition or


                                       13

<PAGE>

          apply to any tribunal for the appointment of a custodian,  receiver or
          trustee for it or a  substantial  part of its  assets;  or (iii) shall
          commence  any  proceeding   under  any   bankruptcy,   reorganization,
          arrangement,  readjustment of debt,  dissolution or liquidation law or
          statute of any  jurisdiction,  whether now or hereafter in effect;  or
          (iv) shall have had any such petition or application filed or any such
          proceeding  commenced  against  it in  which an order  for  relief  is
          entered  or an  adjudication  or  appointment  is made;  or (v)  shall
          indicate,  by any act or  intentional  and  purposeful  omission,  its
          consent  to,  approval  of  or  acquiescence  in  any  such  petition,
          application,  proceeding or order for relief or the  appointment  of a
          custodian,  receiver  or trustee for it or a  substantial  part of its
          assets; or (vi) shall suffer any such  custodianship,  receivership or
          trusteeship to continue  undischarged  for a period of sixty (60) days
          or more;

               (e)  Borrower  shall be  liquidated,  dissolved,  partitioned  or
          terminated, or the charter thereof shall expire or be revoked;

               (f) A default or event of default  shall  occur  under any of the
          other Loan Documents and, if subject to a cure right,  such default or
          event of default shall not be cured within the applicable cure period;

               (g)  Borrower   shall  default  in  the  timely  payment  of  any
          obligation  now or  hereafter  owed to Lender in  connection  with any
          other indebtedness of Borrower now or hereafter owed to Lender; or

               (h) Borrower  shall have  defaulted and continue to be in default
          in the timely  payment or  performance  of any other  indebtedness  or
          obligation,  which in the aggregate exceeds  Twenty-Five  Thousand and
          No/100ths  Dollars   ($25,000.00)  or  materially   adversely  affects
          Borrower's   financial   condition,   except  for  indebtedness  being
          contested by Borrower in good faith.

         With respect to any Event of Default described above that is capable of
being cured and that does not already provide its own cure procedure (a "Curable
Default"),  the occurrence of such Curable Default shall not constitute an Event
of Default  hereunder  if such Curable  Default is fully cured and/or  corrected
within thirty (30) days (ten (10) days, if such Curable  Default may be cured by
payment of a sum of money) after notice  thereof to Borrower given in accordance
with the provisions  hereof;  provided,  however,  that this provision shall not
require  notice to Borrower and an  opportunity  to cure any Curable  Default of
which the  President,  Chief  Executive  Officer,  Chairman  or Chief  Financial
Officer of Borrower has had an actual  awareness (both of the facts and that the
facts constitute an Event of Default hereunder) for the requisite number of days
set forth.

         5.2  Acceleration  of Maturity;  Remedies.  Upon the  occurrence of any
Event of Default described in subsection 5.1(d),  the indebtedness  evidenced by
the Notes as well as any and all other  indebtedness of Borrower to Lender shall
be  immediately  due and payable in full;  and upon the  occurrence of any other
Event of Default described above, Lender at any time thereafter during the


                                       14

<PAGE>

continuance of the Event of Default may at its option accelerate the maturity of
the  indebtedness  evidenced  by  the  Notes  as  well  as  any  and  all  other
indebtedness  of Borrower to Lender;  all without  notice of any kind.  Upon the
occurrence of any such Event of Default and the  acceleration of the maturity of
the indebtedness evidenced by the Notes:

               (a) Lender shall be immediately  entitled to exercise any and all
          rights and remedies  possessed by Lender  pursuant to the terms of the
          Notes and all of the other Loan Documents; and

               (b) Lender shall have any and all other rights and remedies  that
          Lender may now or hereafter possess at law, in equity or by statute.

         5.3 Remedies Cumulative; No Waiver. No right, power or remedy conferred
upon or reserved to Lender by this  Agreement or any of the other Loan Documents
is intended to be exclusive of any other  right,  power or remedy,  but each and
every such right,  power and remedy shall be cumulative and concurrent and shall
be in addition to any other right,  power and remedy given hereunder,  under any
of the other Loan Documents or now or hereafter existing at law, in equity or by
statute.  No delay or omission by Lender to exercise any right,  power or remedy
accruing upon the occurrence of any Event of Default shall exhaust or impair any
such  right,  power or remedy or shall be  construed  to be a waiver of any such
Event of Default or an acquiescence  therein,  and every right, power and remedy
given by this  Agreement and the other Loan Documents to Lender may be exercised
from time to time and as often as may be deemed expedient by Lender.

         5.4  Proceeds  of  Remedies.  Any or all  proceeds  resulting  from the
exercise of any or all of the foregoing  remedies  shall be applied as set forth
in the Loan Document(s)  providing the remedy or remedies exercised;  if none is
specified, or if the remedy is provided by this Agreement, then as follows:

               First, to the costs and expenses,  including  without  limitation
          reasonable  attorney's fees, incurred by Lender in connection with the
          exercise of its remedies;

               Second,  to the expenses of curing the default that has occurred,
          in the event that Lender elects,  in its sole discretion,  to cure the
          default that has occurred;

               Third,  to the payment of the  obligations  of Borrower under the
          Loan Documents (the  "Obligations"),  including but not limited to the
          payment of the principal of and interest on the indebtedness evidenced
          by the Notes,  in such order of priority as Lender shall  determine in
          its sole discretion; and

               Fourth, the remainder, if any, to Borrower or to any other person
          lawfully thereunto entitled.


                                       15

<PAGE>

                                    ARTICLE 6
                                  MISCELLANEOUS

         6.1  Performance  By Lender.  If Borrower shall default in the payment,
performance or observance of any covenant,  term or condition of this Agreement,
which default is not cured within the applicable  cure period,  then Lender may,
at its option,  pay, perform or observe the same, and all payments made or costs
or  expenses  incurred  by Lender in  connection  therewith  (including  but not
limited to reasonable  attorney's  fees),  with interest  thereon at the highest
default rate provided in the Notes (if none,  then at the maximum rate from time
to time allowed by applicable  law),  shall be  immediately  repaid to Lender by
Borrower  and shall  constitute a part of the  Obligations.  Lender shall be the
sole judge of the necessity for any such actions and of the amounts to be paid.

         6.2  Successors  and  Assigns  Included  in  Parties.  Whenever in this
Agreement  one of the parties  hereto is named or referred to, the heirs,  legal
representatives,  successors,  successors-in-title  and assigns of such  parties
shall be included,  and all covenants and agreements contained in this Agreement
by or on behalf of Borrower or by or on behalf of Lender shall bind and inure to
the    benefit   of   their    respective    heirs,    legal    representatives,
successors-in-title and assigns, whether so expressed or not.

         6.3 Costs and Expenses.  Borrower  agrees to pay at closing that amount
of all reasonable costs and expenses  normally  incurred by Lender in connection
with the making of new loans in the ordinary  course of business,  including but
not limited to filing fees, recording taxes and reasonable attorneys' fees up to
the aggregate of $10,000.00,  promptly upon demand of Lender. Borrower agrees to
further pay for expenses of Lender in accordance with Section 2.2(b) of the Bill
of Sale and Agreement. Borrower further agrees to pay all premiums for insurance
required  to be  maintained  by  Borrower  pursuant  to the  terms  of the  Loan
Documents and all of the out-of-pocket  costs and expenses incurred by Lender in
connection with the collection of the Loans, amendment to the Loan Documents, or
prepayment  of the Loans,  including  but not limited to  reasonable  attorneys'
fees, promptly upon demand of Lender.

         6.4 Assignment.  The Notes, this Agreement and the other Loan Documents
may be endorsed,  assigned and/or transferred in whole or in part by Lender, and
any such holder and/or assignee of the same shall succeed to and be possessed of
the rights and powers of Lender under all of the same to the extent  transferred
and  assigned.  Lender  may grant  participations  in all or any  portion of its
interest in the indebtedness  evidenced by the Notes to any affiliate of Lender,
and in such event  Borrower  shall  continue to make payments due under the Loan
Documents to Lender and Lender shall have the sole  responsibility of allocating
and forwarding  such payments in the  appropriate  manner and amounts.  Borrower
shall not assign any of its rights nor delegate  any of its duties  hereunder or
under any of the other Loan Documents  without the prior express written consent
of Lender.

         6.5 Time of the  Essence.  Time is of the essence  with respect to each
and every covenant, agreement and obligation of Borrower hereunder and under all
of the other Loan Documents.


                                       16

<PAGE>

         6.6  Severability.  If  any  provision(s)  of  this  Agreement  or  the
application   thereof  to  any  person  or  circumstance  shall  be  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of such  provisions  to other  persons or  circumstances  shall not be  affected
thereby and shall be enforced to the greatest extent permitted by law.

         6.7  Interest and Loan  Charges Not to Exceed  Maximum  Allowed by Law.
Anything in this Agreement,  the Notes or any of the other Loan Documents to the
contrary  notwithstanding,   in  no  event  whatsoever,  whether  by  reason  of
advancement of proceeds of the Loans, acceleration of the maturity of the unpaid
balance of the Loans or otherwise, shall the interest and loan charges agreed to
be paid to Lender for the use of the money advanced or to be advanced  hereunder
exceed the maximum amounts collectible under applicable laws in effect from time
to time.  It is  understood  and agreed by the parties  that,  if for any reason
whatsoever  the  interest  or  loan  charges  paid or  contracted  to be paid by
Borrower in respect of the indebtedness  evidenced by the Notes shall exceed the
maximum amounts  collectible  under applicable laws in effect from time to time,
then ipso facto,  the obligation to pay such interest  and/or loan charges shall
be reduced to the maximum amounts  collectible  under  applicable laws in effect
from time to time, and any amounts  collected by Lender that exceed such maximum
amounts  shall be  applied  to the  reduction  of the  principal  balance of the
indebtedness  evidenced by the Notes  and/or  refunded to Borrower so that at no
time  shall the  interest  or loan  charges  paid or  payable  in respect of the
indebtedness  evidenced by the Notes exceed the maximum  amounts  permitted from
time to time by applicable law.

         6.8 Article and Section  Headings;  Defined Terms.  Numbered and titled
article and section  headings  and defined  terms are for  convenience  only and
shall not be construed as amplifying  or limiting any of the  provisions of this
Agreement.

         6.9  Notices.  Any and all notices,  elections or demands  permitted or
required  to be made under this  Agreement  shall be in  writing,  signed by the
party giving such notice,  election or demand and shall be delivered personally,
telecopied,  telexed,  or sent by  certified  mail or overnight  via  nationally
recognized courier service (such as Federal Express),  to the other party at the
address set forth below,  or at such other address as may be supplied in writing
and of which  receipt has been  acknowledged  in  writing.  The date of personal
delivery,  telecopy or telex or two (2) business  days after the date of mailing
(or the next business day after delivery to such courier  service),  as the case
may be, shall be the date of such notice,  election or demand.  For the purposes
of this Agreement:

The Address of Lender is:           Sirrom Investments, Inc.
                                    Suite 200
                                    500 Church Street
                                    Nashville, TN 37219
                                    Attention: Jeff Armstrong
                                    Telecopy No.: 615/726-1208


                                       17

<PAGE>

with a copy to:                     Boult, Cummings, Conners & Berry PLC
                                    Suite 1600
                                    414 Union Street
                                    Nashville, TN 37219
                                    Attention: John E. Murdock III
                                    Telecopy No.: 615/252-6359

The Address of Borrower is:         Campus Voice, L.L.C.
                                    c/o Network Event Theater, Inc.
                                    149 Fifth Avenue
                                    New York, New York 10010
                                    Attention: Don Leeds
                                    Telecopy No. 212/779-3241

with a copy to:                     Proskauer Rose Goetz & Mendelsohn LLP
                                    1585 Broadway
                                    New York, NY 10036-8299
                                    Attention: Bertram A. Abrams
                                    Telecopy No.: 212/969-2900

         6.10 Entire Agreement.  This Agreement and the other written agreements
between Borrower and Lender  represent the entire agreement  between the parties
concerning  the  subject  matter  hereof,  and all oral  discussions  and  prior
agreements  are merged  herein;  provided,  if there is a conflict  between this
Agreement  and any  other  document  executed  contemporaneously  herewith  with
respect to the Obligations,  the provision of this Agreement shall control.  The
execution  and delivery of this  Agreement  and the other Loan  Documents by the
Borrower  were not based upon any fact or material  provided by Lender,  nor was
the Borrower  induced or  influenced  to enter into this  Agreement or the other
Loan Documents by any representation, statement, analysis or promise by Lender.

         6.11 Governing Law and  Amendments.  This Agreement and all of the Loan
Documents  shall be  construed  and  enforced  under  the  laws of the  State of
Tennessee  applicable  to  contracts to be wholly  performed  in such State.  No
amendment or modification hereof shall be effective except in a writing executed
by each of the parties hereto.

         6.12 Survival of Representations  and Warranties.  All  representations
and  warranties  contained  herein or in any of the Loan Documents or made by or
furnished  on behalf  of the  Borrower  in  connection  herewith  or in any Loan
Documents  shall survive the  execution  and delivery of this  Agreement and all
other Loan Documents.

         6.13  No Reliance  on  Lender's  Analysis.  Borrower  acknowledges  and
represents  that, in  connection  with the execution and delivery of the Bill of
Sale and Agreement,  this Agreement and the other Loan  Documents,  Borrower has
not relied upon any financial projection, budget,


                                       18

<PAGE>

assessment or other analysis by Lender or upon any  representation  by Lender as
to the risks, benefits or prospects of Borrower's business activities or present
or future capital needs incidental thereto, all such considerations  having been
examined fully and independently by Borrower through its own diligence. Borrower
further  acknowledges that Lender has made no agreement whatsoever regarding its
future  conduct with  respect to the Loans or  Borrower's  activities  except as
expressly set forth in this Agreement and the other Loan Documents.

         6.14   Jurisdiction   and  Venue.   Borrower  hereby  consents  to  the
jurisdiction  of the  courts of the State of  Tennessee  and the  United  States
District  Court  for  the  Middle  District  of  Tennessee,  as  well  as to the
jurisdiction  of all courts from which an appeal may be taken from such  courts,
for the purpose of any suit,  action or other  proceeding  arising out of any of
its obligations arising under this Agreement or any other Loan Documents or with
respect to the  transactions  contemplated  hereby,  and  further  agrees to the
exclusive  venue of such  Tennessee  courts  and  expressly  waives  any and all
objections it may have as to venue in any of such courts.

         6.15 Waiver of Trial by Jury. LENDER AND BORROWER HEREBY WAIVE TRIAL BY
JURY IN ANY ACTIONS, PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS,  WHETHER IN CONTRACT
OR TORT,  AT LAW OR IN EQUITY,  ARISING  OUT OF OR IN ANY WAY  RELATING  TO THIS
AGREEMENT OR THE LOAN DOCUMENTS.

         6.16  Counterparts.  This  Agreement  may be  executed in any number of
counterparts   and  by   different   parties  to  this   Agreement  in  separate
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.

         6.17  Construction  and  Interpretation.  Should any  provision of this
Agreement  require  judicial  interpretation,  the parties hereto agree that the
court interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against one party by reason of the
rule of construction  that a document is to be more strictly  construed  against
the party that itself or through its agent  prepared  the same,  it being agreed
that the Borrower,  Lender and their respective  agents have participated in the
preparation hereof.


                                       19

<PAGE>

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

                                     LENDER:

                                     SIRROM INVESTMENTS, INC.,
                                     a Tennessee corporation

                                     By: /s/ Jeff Armstrong 
                                     -------------------------------
                                     Title: VP
                                     -------------------------------


                                     BORROWER:

                                     CAMPUS VOICE, L.L.C.,
                                     a Delaware limited liability corporation

                                     By: /s/ Bruce L. Resnik
                                     -------------------------------
                                     Title: Secretary
                                     -------------------------------



                                       20

<PAGE>

                       Index of Schedules and Attachments

Exhibit A - Form of Notes
Exhibit B - Form of Opinion of Borrower's Counsel
Exhibit C - Form of Bill of Sale and Agreement
Exhibit D - Form of Security Agreement and UCC-1
Exhibit E - Form of Economic Impact Assessment
Exhibit F - Form of Trademark and Patent Security Agreement
Schedule 2.1(f) - Trademarks and Patents


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<PAGE>

                                Schedule 2. 1 (f)

                                   Trademarks

      Mark                       Style      Class     Basis     Application No.
      ----                       -----      -----     -----     ---------------
     
1.    CAMPUS VOICE               Block      (16)      USE       (75/083197)
2.    CAMPUS VOICE               Design     (16)      USE       (75/083134)
3.    CAMPUS VOICE               Design     (41)      USE       (75/083196)
4.    CAMPUS VOICE LIFESTYLE     Block      (16)      ITU       (75/083003)
5.    CAMPUS VOICE LIFESTYLE     Design     (16)      ITU       (75/083002)
6.    CAMPUS VOICE REC/SPORTS    Block      (16)      ITU       (75/083000)
7.    CAMPUS VOICE REC/SPORTS    Design     (16)      ITU       (75/083001)
8.    CAMPUS VOICE RADIO         Block      (38)      ITU       (75/082927)
9.    CAMPUS VOICE RADIO         Design     (38)      ITU       (75/083004)
10.   CAMPUS VOICE TELEVISION    Block      (38)      ITU       (75/082998)
11.   CAMPUS VOICE TELEVISION    Design     (38)      ITU       (75/082928)
12.   CAMPUS VOICE NEWS          Block      (41)      ITU       (75/082929)
13.   CAMPUS VOICE NEWS          Design     (41)      ITU       (75/083142)
     
   
                                       22