SIXTH AMENDMENT AND LEASE RENEWAL
                 BETWEEN FENWAY PARTNER, L.P. AND
                    U.S.A. RADIO NETWORK, INC.
                     (Royal Park Tech Center)


     THIS SIXTH AMENDMENT AND LEASE RENEWAL (this "Amendment") is
made and entered into this 3rd day of August, 2000, to be
effective July 1, 2001 (the "Effective Date"), by and between
FENWAY PARTNER, L.P., a Delaware limited partnership ("Landlord"),
and U.S.A. RADIO NETWORK, INC., a Texas corporation ("Tenant").

                         WITNESSETH; That,

     WHEREAS, Tenant and Phoenix Home Life Mutual Insurance
Company, as original landlord, entered into that certain Lease
Agreement dated May 3, 1989, as amended by First Amendment to
Lease Agreement dated October 7, 1989, as further amended by
Second Amendment to Lease Agreement dated October 29, 1991, as
further amended by Third Amendment to Lease Agreement dated
June 7, 1994, as further amended by Fourth Amendment dated
October 3, 1994, as further amended by Fifth Amendment dated
September 18, 1996 for certain premises located at Royal Park Tech
Center, 2290 Spring1ake, Farmers Branch, Texas 75234 (as amended,
the "Lease");

     WHEREAS, Landlord is the successor-in-interest to Phoenix
Home Life Mutual Insurance Company under the Lease; and

     WHEREAS, Tenant desires to renew the Lease and Landlord
agrees to so renew and to modify the Lease in certain particulars,
all on the terms and conditions as set forth herein;

     NOW THEREFORE, for and in consideration of the covenants
herein contained and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant
agree, as follows:

1.   Definitions.  All capitalized terms used herein and not
     otherwise defined herein shall have the meanings ascribed to them
     in the Lease.

2.   Lease Term.  Notwithstanding anything contained in the Lease
to the contrary, from and after the Effective Date, the term of
the Lease is hereby extended for thirty-six (36) months,
commencing July 1, 2001 and expiring on June 30, 2004 (the
"Renewal Term"). Tenant shall have one extension option under the
Lease as set forth on Addendum I attached hereto and by this
reference made a part hereof.
3.   Premises.  Notwithstanding anything contained in the Lease to
the contrary, from and after the Effective Date, the definition of
"Property", "Leased Premises" and "Demised Premises" shall be as
follows: "that certain area containing approximately 25,556 square
feet in area (measured by calculating lengths and widths to the
exterior of outside walls and to the center of interior walls) and
being described or shown cross-hatched on the floor plan(s) shown
on Addendum 2 attached hereto and by this reference made a part


<PAGE>

     hereof. The Premises shall have an address of Suite 107, 2290
     Springlake Road, Farmers Branch, Texas 75234.

4.   Basic Rent.  Notwithstanding anything contained in the Lease
     to the contrary, from and after the Effective Date, the Basic Rent
     under the Lease during the Renewal Term shall be payable on the
     dates as set forth in the Lease in the amount of $15,440.08 per
     month, commencing July 1, 2001 through June 1, 2004.

5.   Additional Rent.  Effective as of July 1, 2001, Paragraphs
15.11 and 15.12 of the Lease shall be deleted and a new Paragraph
3.05 shall be added to the Lease to read in its entirety as
follows:
          3.05 Operating Expenses. (a)  During each month of the
     Renewal Term of this Lease, on the same date that a Basic
     Rent payment is due, Tenant shall pay Landlord an amount
     equal to 1/12 of the annual cost, as estimated by Landlord
     from time to time, of Tenant's Percentage Share (hereinafter
     defined) of Direct Operating Expenses for the Building (such
     amount herein called the "Direct Operating Expense Rent". The
     term "Direct Operating Expenses" means all costs and expenses
     incurred by Landlord with respect to the ownership,
     maintenance, and operation of the Industrial Complex
     including, but not limited to costs of: Taxes (hereinafter
     defined) and fees payable to tax consultants and attorneys
     for consultation and contesting Taxes; Common Area
     Maintenance Costs (as hereinafter defined), insurance;
     utilities; water; sewer; charges or assessments of any
     association to which the Building is subject; property
     management fees payable to a property manager, including any
     affiliate of Landlord, or if there is no property manager, an
     administration fee of 15 percent of Operating Expenses
     payable to Landlord; security services, if any; trash
     collection, sweeping and removal; and additions or
     alterations made by Landlord to the Building in order to
     comply with applicable laws or codes as amended from time to
     time or that are appropriate to the continued operation of
     the Building as a warehouse facility in the market area,
     provided that the cost of such additions or alterations that
     are required to be capitalized for federal income tax
     purposes shall be amortized on a straight line basis over a
     period equal to the lesser of the useful life thereof for
     federal income tax purposes or 10 years. As used herein, the
     term "Tenant's Percentage Share" means 42.12%.

          (b)  Landlord agrees to pay all taxes, assessments and
     governmental charges of any kind and natures (collectively
     referred to as "Taxes") that accrue against the Building
     during the Renewal Term, provided same shall be included as
     part of the Direct Operating Expenses charged to Tenant
     hereunder. Landlord shall have the right to contest by
     appropriate legal proceedings the amount, validity, or
     application of any Taxes or liens thereof. All capital levies
     or other taxes assessed or imposed on Landlord upon the rents
     payable to Landlord under this Lease and any franchise tax,
     any excise, transaction, sales or privilege tax, assessment,
     levy or charge measured by or based, in whole or in part,
     upon such rents from Premises and/or the Building or any
     portion thereof shall be paid by Tenant to Landlord monthly
     in estimated installments or upon demand, at the option of
     Landlord, as additional rent provided, however, in no event
     shall Tenant be liable for any net income taxes imposed on
     Landlord unless such net income taxes are in substitution

                                -2-

<PAGE>



     for any Taxes payable hereunder. If any such tax or excise is
     levied or assessed directly against Tenant, than Tenant shall
     be responsible for and shall pay the same at such times and
     in such manner as the taxing authority shall require.

          (c)  Landlord will maintain in a good state of repair
     all parking and service areas adjacent to the Building
     required by normal wear and tear and all other Common Area
     Maintenance costs, provided same shall be included as part of
     the Direct Operating Expenses charged to Tenant hereunder. As
     used herein, "Common Area Maintenance" may include: cleaning
     and repair of appurtenant streets, parking areas and service
     areas; replacement of exterior lighting fixtures and bulbs;
     window washing; air conditioner and heating filter changes;
     exterior pest extermination control; restriping of parking
     areas; cleaning and maintaining of landscaped areas; and
     routine maintenance and inspection of fire protection systems
     as required by Landlord and/or governmental authorities.
     Landlord and Tenant expressly agree that all services to be
     performed by Landlord including maintenance, repairs and
     property management of the Premises and the common area
     surrounding the Premises exclusively involve the exercise of
     professional judgment by Landlord and Landlord's agents, and
     Tenant expressly waives any claims for breach of warranty
     arising from the performance of such services.

6.   Limitation of Liability.  Effective as of July 1, 2001, a new
     Paragraph 5.06 shall be added to the Lease to read in its entirety
     as follows:

          5.06 Landlord's Liability.  The liability of Landlord,
     any agent of Landlord, or any of their respective officers,
     directors, shareholders, or employees to Tenant for or in
     respect of any default by Landlord under the terms of this
     Lease or in respect of any other claim or cause of action
     shall be limited to the interest of Landlord in the Project,
     and Tenant agrees to look solely to Landlord's interest in
     the Project for the recovery and satisfaction of any judgment
     against Landlord, any agent of Landlord, or any of their
     respective officers, directors, shareholders, and employees.
     Any action based upon such liabilities shall be commenced
     within six (6) months following the date of any assignment of
     this Lease by Landlord and no such action shall be brought
     thereafter.

7.   Waiver of Jury Trial.  LANDLORD AND TENANT HEREBY KNOWINGLY,
     VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY
     IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER
     OR IN CONNECTION WITH THE LEASE AS AMENDED HEREBY OR ANY DOCUMENTS
     CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE
     OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR
     WRITTEN) OR ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN
     ANY MANNER WITH THE DEMISED PREMISES (INCLUDING WITHOUT
     LIMITATION, ANY ACTION TO RESCIND OR CANCEL THE LEASE AS AMENDED
     HEREBY OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS LEASE WAS
     FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS
     WAIVER IS A MATERIAL INDUCEMENT FOR LANDLORD TO ENTER AND ACCEPT
     THIS AMENDMENT .


                                -3-
<PAGE>


8.   Security Deposit.  Landlord acknowledges that Tenant has
     deposited the Security Deposit in the amount of $6,811.00 with
     Landlord.

9.   Notice Address.  Effective as of the date of this Amendment,
Landlord's address for payment of all Rental and Additional Rent
is c/o TIG Management Services, LLC., P. 0. Box 802047, Dallas,
Texas 75380-2047, and Landlord's address for notices: c/o GE
Capital Realty Group, Inc., 16479 Dallas Parkway, Suite 400, Two
Bent Tree Tower, Addison, Texas 75001-2512, Attention: Royal Park
Tech Asset Manager (Fenway) and Legal Department, with a copy to
TIG Management Services, LLC., P. 0. Box 802047, Dallas, Texas
75380-2047.
10.  Broker.  Tenant represents and warrants to Landlord that
neither it nor its officers or agents nor anyone acting on its
behalf has dealt with any real estate broker in the negotiating or
making of this Amendment, other than TIG Management Services, LLC,
property manager for Landlord, who shall be paid a commission
pursuant to a separate agreement with Landlord, and Hay & Jones,
Inc., broker for Tenant, who shall be paid a commission pursuant
to a separate agreement with property manager, and Tenant agrees
to indemnify and hold Landlord, its agents, employees, partners,
directors, shareholders and independent contractors harmless from
all liabilities, costs, demands, judgments, settlements, claims,
and losses, including reasonable attorneys' fees and costs,
incurred by Landlord in conjunction with any such claim or claims
of any other broker or brokers claiming to have interested Tenant
in the Premises or claiming to have caused Tenant to enter into
this Amendment.
11.  Tenant Improvements.  Except as set forth in this Paragraph,
Tenant has accepted the Premises "AS IS" and acknowledges and
agrees Landlord shall have no obligation to construct any tenant
improvements to the Premises or make any alterations or additions
thereto. Effective as of July 1, 2001, Landlord shall make
available to Tenant up to $38,334.00 (the "Allowance") which
Allowance may be used by Tenant to improve the Premises or
repair/replace the HVAC. Any portion of the Allowance not used
will be retained by Landlord during the Renewal Term and may be
used by Tenant with Landlord's approval. To the extent not spent
on or before July 1, 2001, Tenant shall be entitled to carry over
$6,000.00 in unused existing allowance for HVAC repairs and use
the same during the Renewal Term with Landlord's approval.
12.  Hazardous Materials.  Effective as of the date of this
Amendment, a new Paragraph 15.22 shall be added to the Lease to
read in its entirety as set forth on Addendum 3 attached hereto
and by this reference made a part hereof.
13.  No Amendments.  Tenant hereby affirms that as of the date
hereof the Lease is in full force and effect, that the Lease has
not been modified or amended (except as provided in this
Amendment) and that all of Landlord's obligations accrued to date
have been performed. Tenant hereby ratifies the provisions of the
Lease on behalf of itself and its successors and assigns and
agrees to attorn and be bound to Landlord and its successors and
assigns as to all of the terms, covenants and conditions of the
Lease as amended hereby. Tenant further agrees to fulfill all of
its obligations under the Lease as amended hereby to Landlord
throughout the Renewal Term.
                                -4-

<PAGE>


14.  No Defaults.  Tenant hereby agrees that there are, as of the
     date hereof, regardless of the giving of notice or the passage of
     time, or both, no defaults or breaches on the part of Landlord or
     Tenant under the Lease, as amended by this Amendment. Landlord
     hereby agrees that to its current knowledge there are, as of the
     date hereof, regardless of the giving of notice or the passage of
     time, or both, no defaults or breaches on the part of Landlord or
     Tenant under the Lease, as amended by this Amendment

15.  Ratification.  EXCEPT AS expressly amended and modified
hereby, the Lease shall otherwise remain in full force and effect,
the parties hereto hereby ratifying and confirming the same. This
Amendment, together with the Lease, is the complete understanding
between the parties and supersedes all other prior agreements and
representations concerning its subject matter. To the extent of
any inconsistency between the Lease and this Amendment, the terms
of this Amendment shall control.
        [Remainder of this page intentionally left blank.]

                                -6-



<PAGE>





     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered as of the day, month and
year first above written.

                              LANDLORD:

                              FENWAY PARTNER, L.P., a Delaware
                              limited partnership

                              By:  GE Capital Realty Group, Inc.,
                                    its services
                                   By:   /S/ Jerry Tonn
                                      ---------------------------
                                   Name:     Jerry Tonn
                                   Title:    Vice President

                              Date of Signature:  August 9, 2000



                              TENANT:

                              U.S.A. RADIO NETWORK, INC.,
                              a Texas corporation

                              By:  /s/ Mark Maddoux
                                   -----------------------------
                              Name:     Mark Maddoux
                                   -----------------------------
                              Title:    Vice President
                                   -----------------------------

                              Date of Signature:  August 3, 2000


                                -6-


<PAGE>



                            ADDENDUM 1
                            ----------

                         EXTENSION OPTION
                         ----------------


     Provided that Tenant is not in default of any of the terms,
covenants and conditions hereof, and this Lease has not been
assigned or the Demised Premises (or a part thereof) sublet,
Tenant shall have the right and option to extend the Renewal Term
for one (1) additional term of twenty-four (24) months. Such
extension of the Renewal Term shall be on the same terms,
covenants and conditions as provided for in the Renewal Term
except for this paragraph and except that the rental during the
extended term shall be at the fair market rental then in effect on
equivalent properties, of equivalent size, in equivalent areas
(but in no event less than the Base Rent rate specified in
Paragraph 4 of this Amendment). Tenant shall deliver written
notice Landlord of Tenant's intent to exercise the renewal option
granted herein not more than two hundred seventy (270) days nor
less than one hundred eighty (180) days prior to the expiration of
the Renewal Term. In the event Tenant fails to deliver such
written notice within the time period set forth above, then
Tenant's right to extend the Renewal Term hereof shall expire and
be of no further force and effect. In the event Landlord and
Tenant fail to agree in writing upon the fair market rental within
forty-five (45) days after exercise by Tenant of this renewal
option, Tenant's right hereunder to extend the Renewal Term shall
become null and void.



<PAGE>

                         ADDENDUM 2
                         ----------




                  [PICTURE OF FLOOR PLANS]




<PAGE>



                           ADDENDUM 3
                           ----------

                       HAZARDOUS MATERIALS
                       -------------------


     15.22     (a)  Tenant shall comply with all Environmental
Laws and Environmental Permits (each as defined in Section
15.22(g) hereof) applicable to the operation or use of the
Demised Premises, will cause all other persons occupying or using
the Demised Premises to comply with all such Environmental Laws
and Environmental Permits, will immediately pay or cause to be
paid all costs and expenses incurred by reason of such
compliance, and will obtain and renew all Environmental Permits
required for operation or use of the Demised Premises.

     (b)  Tenant shall not generate, use, treat, store, handle,
release or dispose of, or permit the generation, use, treatment,
storage, handling, release or disposal of Hazardous Materials (as
defined in Section 15.22(g) hereof) on the Demised Premises, or
the Industrial Complex, or transport or permit the transportation
of Hazardous Materials to or from the Demised Premises or the
Industrial Complex except for limited quantities used or stored
at the Demised Premises and required in connection with the
routine operation and maintenance of the Demised Premises, and
then only upon the written consent of Landlord and in compliance
with all applicable Environmental Laws and Environmental Permits.

     (c)  At any time and from time to time during the Lease
Term, Landlord may perform, at Tenant's sole cost and expense, an
environmental site assessment report concerning the Demised
Premises, prepared by an environmental consulting firm chosen by
Landlord, indicating the presence or absence of Hazardous
Materials caused or permitted by Tenant and the potential cost of
any compliance, removal or remedial action in connection with any
such Hazardous Materials on the Demised Premises. Tenant shall
grant and hereby grants to Landlord and its agents access to the
Demised Premises and specifically grants Landlord an irrevocable
non-exclusive license to undertake such an assessment; and the
cost of such assessment shall be immediately due and payable on
demand.

     (d)  Tenant will immediately advise Landlord in writing of
any of the following:  (1) any pending or threatened
Environmental Claim (as defined in Section 15.22(g) hereof)
against Tenant relating to the Demised Premises or the Industrial
Complex; (2) any condition or occurrence on the Demised Premises
or the Industrial Complex that (a) results in noncompliance by
Tenant with any applicable Environmental Law, or (b) could
reasonably be anticipated to form the basis of an Environmental
Claim against Tenant or Landlord or the Demised Premises; (3) any
condition or occurrence on the Demised Premises or any property
adjoining the Demised Premises that could reasonably be
anticipated to cause the Demised Premises to be subject to any
restrictions on the ownership, occupancy, use or transferability
of the Demised Premises under any Environmental Law; and (4) the
actual or anticipated taking of any removal or remedial action by
Tenant in response to the actual or alleged presence of any
Hazardous Material on the Demised Premises or the Industrial
Complex. All such notices shall describe in reasonable detail the
nature of the claim, investigation, condition, occurrence or
removal or remedial action and Tenant's response thereto. In
addition, Tenant will provide Landlord with copies of all
communications regarding the Demised Premises with any government
or governmental agency relating to Environmental Laws, all such
communications with any person relating to



<PAGE>



Environmental Claims, and such detailed reports of any such
Environmental Claim as may reasonably be requested by Landlord.

     (e)  Tenant will not change or permit to be changed the
present use of the Demised Premises unless Tenant shall have
notified Landlord thereof in writing and Landlord shall have
determined, in its sole and absolute discretion, that such change
will not result in the presence of Hazardous Materials on the
Demised Premises except for those described in Section 15.22(b)
above.

     (f)  (i)  Tenant agrees to defend, indemnify and hold
harmless the Indemnitees (as hereinafter defined) from and
against all obligations (including removal and remedial actions),
losses, claims, suits, judgments, liabilities, penalties, damages
(including consequential and punitive damages), costs and
expenses (including attorneys' and consultants' fees and
expenses) of any kind or nature whatsoever that may at any time
be incurred by, imposed on or asserted against such Indemnitees
directly or indirectly based on, or arising or resulting from (a)
the actual or alleged presence of Hazardous Materials on the
Industrial Complex which is caused or permitted by Tenant and (b)
any Environmental Claim relating in any way to Tenant's operation
or use of the Demised Premises (the "Hazardous Materials
Indemnified Matters"). The provisions of this Paragraph 15.22
shall survive the expiration or sooner termination of the Lease.
As used herein, the term "Indemnitees" shall mean Landlord,
Landlord's asset manager, Landlord's servicer, the Property
Manager, Landlord's subasset manager, Landlord's partners, any
subsidiary or affiliate of Landlord and the officers, directors,
shareholders, partners, employees, managers, independent
contractors, attorneys and agents of any of the foregoing.

          (ii) To the extent that the undertaking in the
preceding paragraph may be unenforceable because it is violative
of any law or public policy, Tenant will contribute the maximum
portion that it is permitted to pay and satisfy under applicable
law to the payment and satisfaction of all Hazardous Materials
Indemnified Matters incurred by the Indemnitees.

          (iii)     All sums paid and costs incurred by Landlord
with respect to any Hazardous Materials Indemnified Matter shall
bear interest at the lesser of (x) eighteen (18%) percent per
annum, or (y) the maximum legal rate of interest allowed by the
state in which the Industrial Complex is located, from the date
so paid or incurred until reimbursed by Tenant, and all such sums
and costs shall be immediately due and payable on demand.

     (g)  (i)  "Hazardous Materials" means (A) petroleum or
petroleum products, natural or synthetic gas, asbestos in any
form that is or could become friable, urea formaldehyde foam
insulation, and radon gas; (B) any substances defined as or
included in .the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," "extremely hazardous wastes,"
"restricted hazardous wastes," "toxic substances," "toxic
pollutants," "contaminants" or "pollutants," or words of similar
import, under any applicable Environmental Law; and (C) any other
substance exposure which is regulated by any governmental
authority; (ii) "Environmental Law" means any federal, state or
local statute, law, rule, regulation, ordinance, code, policy or
rule of common law now or hereafter in effect and in each case as
amended, and any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent
decree or judgment, relating to the environment, health, safety
or Hazardous Materials, including without limitation, the
Comprehensive Environmental Response, Compensation, and Liability

                               -2-

<PAGE>

Act of 1980, 42 U.S.C. section 9601 et seq.; the Resource
Conservation and Recovery Act, 42 U.S.C. section 6901 et seq.;
the Hazardous Materials Transportation Act, 49 U.S.C.
section 1801 et seq.; the Clean Water Act, 33 U.S.C. section 1251
et seq.; the Toxic Substances Control Act, 15 U.S.C. section 2601
et seq.; the Clean Air Act, 42 U.S.C. section 7401 et seq.; the
Safe Drinking Water Act, 42 U.S.C. section 300f et seq.; the
Atomic Energy Act, 42 U.S.C. section 2011 et seq.; the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. section 136
et seq.; the Occupational Safety and Health Act, 29 U.S.C.
section 651 et seq.; and any applicable state statutes; (iii)
"Environmental Claims" means any and all administrative,
regulatory or judicial actions, suits, demands, demand letters,
claims, liens, notices of non-compliance or violation,
investigations, proceedings, consent orders or consent agreements
relating in any way to any Environmental Law or any Environmental
Permit, including without limitation (x) any and all
Environmental Claims by governmental or regulatory authorities
for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law
and (y) any and all Environmental Claims by any third party
seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous
Materials or arising from alleged injury or threat of injury to
health, safety or the environment; (iv) "Environmental Permits"
means all Permits, approvals, identification numbers, licenses
and other authorizations required under any applicable
Environmental Law.


                               -3-

<PAGE>





<PAGE>



                    FIFTH AMENDMENT TO LEASE
                             BETWEEN
           PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
                               AND
                      U.S.A. RADIO NETWORK


This FIFTH AMENDMENT TO LEASE, made and entered into this 18th
day of September, 1996, by and between PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY (hereinafter called "Landlord") and U.S.A.
RADIO NETWORK (hereinafter called "Tenant") for the Property at
2270 Springlake, Suite 400, Farmers Branch, Texas 75234, and
consisting of approximately 5,547 square feet.

                           WITNESSETH:

WHEREAS, Landlord and Tenant have entered into that certain Lease
Agreement dated May 3, 1989, referenced herein and made a part
hereof (hereinafter called the "Original Lease"), covering the
Premises described in the Original Lease (hereinafter called the
"Leased Premises").  The Premises described and referred to in
this FIFTH AMENDMENT TO LEASE shall hereinafter be referred to as
the "Expansion Space" and this FIFTH AMENDMENT TO LEASE shall be
referred to as the "Lease."

WHEREAS, Tenant wishes to lease 7,657 square feet located in
Suite 100 (hereinafter called the "Expansion Space") for the
remainder of the Lease Term of the Lease under the same terms,
provisions, covenants, agreements and conditions, except:

     1.    Lease  Term:  The Lease Term for the  Expansion  Space
shall commence on October 1, 1996 and expire on June 30, 2001.

     2.    Rent:  The Base Rent for the Expansion Space shall  be
$6.50  per  square  foot annually and $4,147.54  per  month  from
October 1, 1996 through September 30, 1999 and shall be $6.75 per
square  foot and $4,307.06 per month from October 1, 1999 through
June 30, 2001.

     3.   Base Year:  Effective on October 1, 1996, the Base Year
for the Expansion Space only for fire and extended coverage and
commercial general liability insurance and real estate taxes
shall be changed to calendar year 1996.

     4.   Rental Abatement:  Tenant is hereby granted one and one-
half months of Base Rental abatement after Tenant has provided
Landlord with paid invoices and lien releases for the
installation of new carpet in a majority of the Expansion Space.
The common area maintenance fee shall not be abated during this
period.

     5.   Common Area Maintenance:  For the purposes of
determining Common Area Maintenance Costs to be paid by Tenant,
Landlord and Tenant agree that commencing on October 1, 1996,
there shall be no cap on Common Area Maintenance Costs
(hereinafter defined) for the Expansion Space.  Tenant's pro-rata
share of Common Area Maintenance Costs and water and sewer costs
shall include the "Expansion Space."

     6.    Tenant  Improvements:  Tenant shall lease  the  Leased
Premises in an "as-is" condition with no tenant finish allowance.

     7.   Heating, Ventilating and Air Conditioning Equipment:
During the first year of the Lease only (until September 30,
1997), Landlord shall pay up to a maximum amount of $5,000.00 for
one major repair to the heating, ventilating and air conditioning
equipment that serves the Expansion Space.

     Throughout the term of this Lease, Tenant shall maintain, at
Tenant's sole expense, a service agreement with a qualified
heating and air conditioning contractor for the maintenance of
the heating, ventilating and air conditioning equipment that
serves the Expansion Space.  Tenant shall provide Landlord with a
copy of this service agreement.



     <PAGE>

     8.   Holding Over of MJM Marketing:  Landlord shall not be
liable to Tenant in any way if the current Tenant in the
Expansion Space, MJM Marketing, does not vacate the Expansion
Space on a timely basis prior to September 30, 1996.

     9.   Brokers:  Tenant acknowledges they are being
represented by Hay & Jones, Inc., Bill Jones, as their Broker
("Broker") and that a separate Commission Agreement exists
between the Landlord and Broker.

     10.  No Representations: Landlord and Landlord's agents have
made  no  representations or promises,  express  or  implied,  in
connection with the Fifth Amendment to Lease except as  expressly
set forth herein.

     11.   Entire  Agreement:   This Fifth  Amendment  to  Lease,
together  with  the  Original Lease and prior Amendments  to  the
Original  Lease,  contain all of the agreements  of  the  parties
hereto  with  respect to any matter covered or mentioned  in  the
Fifth  Amendment to Lease, the Original Lease or prior Amendments
to  the Original Lease, and no prior agreement, understanding  or
representation pertaining to any such matter shall  be  effective
for any purpose.

NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency which is hereby acknowledged, Landlord does hereby
LEASE, DEMISE, AND LET unto Tenant, and Tenant hereby takes and
accepts the Leased Premises, and Landlord and Tenant do hereby
agree to enter into this Lease for Suite 100, unless sooner
terminated as provided in the lease.

WITNESS WHEREOF, Landlord and Tenant have executed this Amendment
to Lease as of the date first written above.


                              LANDLORD:

                              PHOENIX  HOME LIFE MUTUAL INSURANCE
                              COMPANY, a New York Corporation


                              By:  /s/ Mary Ann Kennedy
                                   -----------------------------

                              Title:  Director-Real Estate
                                    ---------------------------

                              Date:    September 18,1996
                                     ---------------------------


                              TENANT:

                              U.S.A. RADIO NETWORK, INC.,
                              a Texas Corporation


                              By:  /s/ Mark Maddoux
                                 ------------------------------

                              Title:  Vice President
                                    ----------------------------

                              Date: September 9, 1996
                                   ----------------------------



                               -2-

<PAGE>



                           EXHIBIT "A"

                               TO

                    FIFTH AMENDMENT TO LEASE

                             BETWEEN

           PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

                               AND

                   U.S.A. RADIO NETWORK, INC.




                            [Diagram]

<PAGE>



               FOURTH AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
           PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
                               AND
                      U.S.A. RADIO NETWORK


This FOURTH AMENDMENT TO LEASE AGREEMENT between PHOENIX HOME
LIFE MUTUAL INSURANCE COMPANY (hereinafter referred to as
Landlord) and U.S.A. RADIO NETWORK (hereinafter referred to as
Tenant), dated October 3, 1994, pertains to the leased premises
at 2270 Springlake, Suite 400, consisting of approximately 5547
square feet:


                      W I T N E S S E T H:

WHEREAS, Landlord and Tenant have entered into that certain lease
agreement dated May 3, 1989, referenced herein and made a part
hereof (hereinafter called the "original lease"), covering the
premises described in original lease.  The premises described and
referred to in this FOURTH AMENDMENT TO LEASE AGREEMENT shall
hereinafter be referred to as the "leased premises" and this
FOURTH AMENDMENT TO LEASE AGREEMENT shall hereinafter be referred
to as the "lease."

WHEREAS, Tenant wishes to lease 2270 Springlake, Suite 400, under
the same terms, provisions, covenants, agreements and conditions
as the original lease, except:

     (1)  Term  of Lease:  The term of the lease shall be for  79
          months, beginning December 1, 1994 and ending June  30,
          2001.

     (2)  Rental Rate:  The rental rate shall be as follows:

          December 1, 1994 - June 30 1999 at $6.50/SF or
               $3,004.63/month

          July 1, 1999 - June 30, 2001 at $7.25/SF or
               $3,351.31/month

     (3)  Base Year:  The base year shall be 1994.

     (4)  Taxes  and Insurance:  Tenant shall pay pro rata  share
          of  increases in taxes and insurance over the base year
          during the term of the lease.

     (5)  Common Area Maintenance:  Tenant shall pay his pro rata
          share of the common area maintenance during the term of
          the lease.

     (6)  Water  and Sewer:  Tenant hereby agrees to pay his  pro
          rata  share of the monthly water and sewer service  for
          the  building  located  at 2270 Springlake  in  Farmers
          Branch, Texas.

     (7)  Tenant  Finish  Allowance:   Landlord  will  provide  a
          finish  out  allowance not to exceed  $79,561.16.   The
          specifications   are  outlined  on   the   construction
          drawings  (attached hereto and made a  part  hereof  as
          Exhibit "B").

     (8)  Real  Estate  Commission:  A real estate commission  of
          4 1/2% of the base rental over the term of the lease shall
          be  paid to Hay & Jones.  The commission shall be  paid
          one-half  upon the execution of the lease and  one-half
          upon move-in.



<PAGE>



NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency which is hereby acknowledged, Landlord does hereby
LEASE, DEMISE, AND LET unto Tenant, and Tenant hereby takes and
accepts the leased premises, and Landlord and Tenant do hereby
agree to enter into this lease for 2270 Springlake, Suite 400 for
79 months, unless sooner terminated as provided in the lease.

WITNESS WHEREOF, Landlord and Tenant have executed this FOURTH
AMENDMENT TO LEASE AGREEMENT as of the date first above written.

TENANT:                          LANDLORD:

U.S.A. RADIO NETWORK             PHOENIX HOME LIFE MUTUAL
                                 INSURANCE COMPANY


By:  /s/ Marlin Maddoux            By:  /s/ Mary Ann Kennedy
   -------------------------        ------------------------

Title:    President              Title:Director - Real Estate
      -----------------------          ------------------------


COOPERATING REALTOR:

HAY & JONES, INC.


By:
   ---------------------------

License No. 0381246

Tax I.D. No. 75-1541148