[LOGO] Bank of America
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Bank of America Texas, N.A.
Business Lending Services
P. 0. Box 6022
Pasadena, CA 91102-6022


September 12, 1997



U.S.A. RADIO NETWORK INC
ATTN: JAMES BALLARD
2290 SPRINGLAKE UNIT NO. 107
DALLAS, TX 75234

                              ABC Line Number 52208514216017001

Welcome!                                Credit Limit $40,000.00

Your new Advantage Business Credit(R) (ABC) line has been
approved and is now available to help you manage your short term
business expenses.  Enclosed is your Advantage Business Credit
Line Agreement (the "Agreement"), which describes the terms and
conditions of your line of credit, and two copies of a
Confirmation.

     To Gain Access To Funds

           *  Please complete and execute one copy of the
               enclosed Confirmation and deliver it to your BofA
               branch.  Once you have done so, you may request
               advances under your line of credit.  In fact, you
               may request your first advance by indicating the
               amount you want on the Confirmation itself.  If
               you do so, we will promptly deposit the advance
               into the checking account indicated on your loan
               application.  You may retain the Agreement and the
               other copy of the Confirmation for your records.

           *  The signature(s) of your duly authorized
               officer(s) on the Confirmation will indicate your
               agreement to the terms and conditions of the
               Agreement.  Please return the signed Confirmation
               by September 26, 1997

     Advances and Payments by Telephone
           *  Transfer funds to and make payments from your
               designated BofA business checking account quickly
               and easily by calling our toll-free customer
               service number 1-800-245-2523.  If you didn't
               request this service and are interested, please
               complete die appropriate section on the
               Confirmation.

                               -1-

<PAGE>

     Convenient Credit Line Checks
           *  Use your credit line checks to pay your business
               expenses directly or to deposit funds into your
               business checking account.  Your new credit line
               checks will be mailed to you separately in
               approximately 10 business days.  If you wish to
               authorize additional signers to access the line of
               credit, please complete the appropriate section on
               the Confirmation.

     Customer Service Hours: 1-800-245-2523
           *  For extended hours service, an automated Voice
               Response Unit (VRU) is available to provide you
               with information on your Line and to make
               automated telephone transfers.

           *  Our professional Customer Service Representatives
               are available during standard business hours to
               provide you with personalized service.

               Extended Hours (VRU)
               7 Days a Week 8 a.m. to 12 p.m.

               Standard Business Hours
               Monday - Friday  9 a.m. to 6 p.m.
               Saturday  11 a.m. to 4 p.m.

           *  If you call by 4 p.m. Monday through Friday,
               telephone transfers will be processed the same
               day.  Requests made after 4 p.m., or on Saturday,
               Sunday, or holidays, will be processed the next
               business day.

     Monthly Statements
           *  Each month you will receive a statement that
               summarizes your credit line activity for the prior
               monthly period.  Your monthly payment will be due
               no later than 10 days from the statement date.  If
               you requested Automatic Payment Service, your
               monthly payment will be deducted from your
               designated BofA business checking account on the
               10th day of each month, or on the next business
               day if the 10th falls on a non-business day.  If
               you didn't request this service and are
               interested, please complete the appropriate
               section on the Confirmation.

Thank you for giving us this opportunity to serve your business
financing needs.  We look forward to earning your continued
business by ensuring your satisfaction.  If we can be of further
service, please don't hesitate to give us a call.

Sincerely,


    /s/ Janet A. Garufis
Janet A. Garufis
Senior Vice President
N-2191E-TX    JTF    5/97


                               -2-





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[LOGO] Bank of America
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                              Advantage Business Credit(R) Line
                                                   Confirmation

TO:       Bank of America Texas, N.A.

FROM:     U.S.A. RADIO NETWORK INC.

DATE:     9/18/97

RE:       $40,000.00 Advantage Business Credit Line

CONFIRMATION/REQUEST FOR ADVANCE.

This Confirmation is delivered in connection with the attached
Advantage Business Credit Line/Loan Agreement between Bank of
America Texas, National Association ("Bank") and U.S.A. RADIO
NETWORK INC. ("Borrower") dated as of September 12, 1997
(the "Agreement").

1.   Borrower acknowledges having received a completed copy of
     the Agreement.

2.   Please check one:

[   ]Borrower hereby requests an advance under the line of credit
     in the amount of $___________ (not to exceed the amount
     referenced above), to be disbursed by Bank into Borrower's
     account listed in the Agreement, or if no account was given,
     the following account #:______________.

[X]  Borrower does not request an advance at this time.

3.   Borrower hereby agrees to all the terms and conditions
     stated in the Agreement.  In addition, Borrower hereby
     confirms that the representations and warranties stated in
     the Agreement are true and correct in all material respects
     as of the date hereof.

4.   This Confirmation is hereby incorporated into and made a
     part of the Agreement for all purposes.  Borrower's
     execution of this Confirmation shall constitute execution of
     the Agreement.


ADDITIONAL SERVICES.  If you did not request the following
services and are interested, simply check the box next to the
service(s) you are interested in adding to your line.  Please
provide your business checking account number below.

[X]  Automatic Payment Service and Telephone Transfer Service.
     Yes, reduce my interest rate by 1% with Automatic Payment
     Service.  Automatically deduct the required monthly payment


                               -1-



<PAGE>

     from my account listed below.  I understand that this also
     includes Telephone Transfer Service to and from this
     business checking account and my ABC line of credit.

[   ]Telephone Transfer Service.  Yes, I would like to take
     advantage of Telephone Transfer Service to and from my
     account listed below, however, I am not interested in
     Automatic Payment Service at this time.

     Bank of America Business Checking Account #31429-2588 for
     service(s) requested above.

ADDITIONAL SIGNERS FOR CHECK ACCESS TO THE LINE.

Section I.D. of the Agreement indicates that checks may be signed
by any one individual who signed the application for credit.
Section IV.J. of the Agreement indicates that checks are to be
used only by the Borrower.  This section further states that, if
the Borrower permits anyone else to use the checks without the
Bank's consent, the Borrower will be obligated for any advances
obtained by that person plus any interest and other charges
attributed to such advances.

If you wish to authorize additional signers to access the line,
please provide their name, title, social security number and a
specimen of their signature below:

Print Name          Title     Social Security     Signature

1. Mark Maddoux     VP        XXXXXXXXX      /s/ Mark Maddoux

2. ____________     _____     ____________   ________________

3. ____________     _____     ____________   ________________
     _____________________________

4. ____________     _____     ____________   ________________

TO COMPLETE, PLEASE SIGN BELOW AND RETURN TO YOUR BANK OF AMERICA
BRANCH.

U.S.A. RADIO NETWORK INC.

By:  /s/ R. Maddoux           By:
     ------------------            ------------------------
     R Maddoux
     President

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



                               -2-

<PAGE>

[LOGO]  Bank of America
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                                        ADVANTAGE BUSINESS CREDIT
                                              LINE/LOAN AGREEMENT
                                                    VARIABLE RATE

TO:  Bank of America Texas, N.A.
     Unit #2619
     I-925 West John Carpenter Freeway
     Irving, Texas 75063

CUSTOMER NAME

     U.S.A. RADIO NETWORK INC.

LINE OF CREDIT/LOAN NO.: 52208514216017001

CREDIT LIMIT/LOAN AMOUNT:     $40,000.00

BRANCH NO.:              7735

DEPOSIT ACCOUNT NO.
("ACCOUNT")

     INTRODUCTION.  This Agreement dated as of September 12, 1997
is entered into between U.S.A. RADIO NETWORK INC. (the
"Borrower") and Bank of America Texas, National Association (the
"Bank") concerning the Borrower's Advantage Business Credit
facility with the Bank. When the Borrower signed the application
for an Advantage Business Credit facility, the Borrower agreed to
comply with the terms of this Agreement:

[X]  I.  THE LINE OF CREDIT

A.   NATURE OF THE LINE.  If the box above is checked, the Bank
     has made available to the Borrower a revolving line of
     credit ("Line") in the principal amount shown above as
     "Credit Limit" subject to the terms and conditions of this
     Agreement.  This means that the Borrower, or any person
     provided for in Section I.C. and I.D. below, may request an
     advance of all or a part of the Line at any time while the
     Line is available.  Any amount repaid by the Borrower
     becomes available for the Borrower to reborrow after the
     expiration of a hold period for payments by personal checks
     of up to eleven business days.  If the Bank delays the
     availability of funds, it will mail to the Borrower a notice
     within one business day.

B.   ADVANCES.  Advances under the Line may be in any amount not
     to exceed the credit limit remaining available.  Advances
     may be made by telephone authorization deposited into the
     Borrower's account listed above, if any, or such other of
     the Borrower's accounts with the Bank as designated by the
     Borrower in writing (the "Account").

                               -1-

<PAGE>

C.   TELEPHONE AUTHORIZATION.  The Bank may honor telephone
     instructions for advances or repayments given by any one of
     the individuals who signed the application for this
     Advantage Business Credit Line on the Borrower's behalf, or
     any other individual designated by any one of such
     authorized individuals.  Repayments authorized by telephone
     shall be withdrawn from the Borrower's Account.  The
     Borrower indemnities and excuses the Bank (including its
     officers, employees, and agents) from all liability, loss,
     and costs in connection with any act resulting from
     telephone instructions it reasonably believes are made by
     any individual authorized by the Borrower to give such
     instructions.  This indemnity and excuse will survive this
     Agreement's termination.

D. CREDIT LINE CHECKS.
     [X]  If the box to the left is checked, the following
          paragraphs apply:
     1.   WRITING CHECKS.  The Bank will issue checks to the
     Borrower at no cost.  The Borrower may borrow money under
     the Line (up to the Credit Limit remaining available) by
     writing checks.  The Borrower agrees not to write checks in
     an amount less than $300, and not to write more than five
     checks in any one billing cycle.  The Bank may charge a fee
     for any checks written for a lesser amount, or if more than
     the permitted number of checks are written.  Each paid check
     will be charged to the Line.  Checks may be signed by any
     one individual who signed the application for credit.  Only
     one signature shall be required on any check.

     2.   STOP PAYMENTS.  The Borrower may stop payment on a
     check as long as the request is received by the Bank prior
     to the time the check is posted to the Line.  The request
     must include the information which the Bank requires.  The
     Borrower may be charged a fee to place or renew a stop
     payment order.  A stop payment shall be effective for 1 80
     days.  The Borrower must renew the stop payment if it wishes
     the stop payment to be effective for a longer period.  In
     some cases, the Bank may pay a check even if a stop payment
     is in effect.  For example, if a branch of the Bank or
     another person or entity becomes a "holder in due course" of
     a check, the Bank may still pay the check and post the
     amount to the Line.

     3.   CHECK CERTIFICATION.  The Bank will not certify checks.

     4.   LOST OR STOLEN CHECKS.  The Borrower must notify the
     Bank immediately at the Bank of America Address shown at the
     top of

     5.   CANCELLED CHECKS.  The Bank will not return the
     cancelled checks to the Borrower, but will retain
     photocopies for eight (8) years. The Borrower agrees to
     examine the monthly billing statement on the Account
     promptly in order to identify improper or unauthorized
     transactions. If the Borrower requests a copy of a check,
     the Borrower must write a letter to the Bank, including the
     Account number, the check number and amount, and the date
     that the check posted to the billing statement. The Bank may
     charge a fee for providing a copy of checks.

                               -2-


<PAGE>


     6.   AUTHORIZED USE.  The checks issued to the Borrower must
     be used only by the Borrower. If the Borrower permits anyone
     else to use its checks without the Bank's consent, the
     Borrower will be obligated to pay for any advances obtained
     by that person plus any interest and other charges
     attributable to such advances.

     7.   RETURN OF CHECKS.  At the Bank's request, the Borrower
     will return to the Bank any unused checks if the Account is
     terminated. If any such event occurs, the Bank may return
     unpaid any checks presented against the Account.

E.   DEFAULT.  The Bank may, in its sole discretion, refuse to
     make advances hereunder if an Event of Default has occurred
     (as defined in Section VII. below).

F.   AVAILABILITY OF THE LINE.  Advances under the Line will be
     available until the earlier of the following (the
     "Termination Date"): (1) the anniversary of the date of this
     Agreement, unless the Agreement is renewed by the Bank as
     described in paragraph I below; or (2) the date the Bank
     terminates the Line because of an Event of Default pursuant
     to Section VII.; or (3) the date the Line is cancelled by
     the Borrower pursuant to Section IV.A. On the Termination
     Date, no further advances will be made available to the
     Borrower.

G.   CREDIT LIMIT.  A credit limit has been set on the Line and
     is shown above as "Credit Limit".  The Borrower agrees not
     to allow the principal amount which the Borrower owes at any
     one time under this Agreement to exceed the Credit Limit.
     The Bank does not have to honor any request for an advance
     which, when added to the unpaid balance, would exceed the
     Credit Limit.

H.   PAYMENTS.
     1.   The minimum payment due each month shall be the amount
     of all accrued but unpaid interest owed on the last day of
     the immediately preceding month.  Such payment shall be due
     and payable in full on the tenth (10th) day of each month,
     or on the next Business Day if said date falls on a Saturday
     or Sunday, or on a holiday on which the Bank is closed.  In
     addition, the Borrower must pay any amounts past due, any
     amount that exceeds the Credit Limit and any other charges
     assessed as described in this Agreement.  As used herein,
     the term "Business Day" shall mean any day other than a
     Saturday, Sunday or other day on which banks are authorized
     to be closed under the laws of the State of Texas.

     2.   The entire outstanding principal balance of the Line,
     together with all accrued and unpaid interest thereon, and
     fees and charges owing in connection therewith, shall be due
     and payable in full on the Termination Date.

     3.   All sums received from the Borrower for application to
     the Line shall be applied to the Borrower's obligations
     under the Line in such order as determined by the Bank.

I.   RENEWAL. Upon a review of the Borrower's performance under
     this Agreement and other credit factors, the Bank may, in
     its sole and absolute discretion, renew this


                               -3-

<PAGE>


     Agreement under terms and conditions satisfactory to the
     Borrower and the Bank.  Any such renewal will be for a
     period of one year from the date of the renewal.

[   ]  II. THE LOAN

A.   AMOUNT.  If the box above is checked, the Bank has made
     available to the Borrower a term loan ("Loan") in the
     principal amount shown above as "Loan Amount" subject to the
     terms and conditions of this Agreement.

B.   PRINCIPAL AND INTEREST PAYMENTS

     1.   The Borrower promises to pay to the Bank principal on
     the Loan in ________ installments of ______________________
     Dollars plus interest, each payable on the _____ day of each
     month, or on the next Business Day if said date falls on a
     Saturday or Sunday, or on a holiday on which the Bank is
     closed, beginning __________, and continuing until
     ___________, on which date all unpaid principal and accrued
     unpaid interest shall be paid in full. The principal and
     accrued unpaid interest on the Loan may also at the Bank's
     option be due and payable in full upon an Event of Default
     in accordance with Section VII herein.

     2.   All sums received from the Borrower for application to
     the Loan shall be applied to the Borrower's obligation under
     the Loan in such order as determined by the Bank.

III. PAYMENTS, INTEREST AND FEES

A.   PAYMENTS.  The Borrower can pay the balance of the credit
     outstanding under this Agreement in full or part at any time
     without premium or penalty. The Bank may accept partial
     payments, whether or not marked "paid in full" without
     losing our rights under this Agreement.

     Payments should be made to:

     Bank of America Texas, N.A.
     Unit #1738
     P. O. Box 7041
     Pasadena, CA  91109-7041

     If the Bank receives the payment at the above address by
     9:00 a.m. on any Business Day, except Saturday or Sunday,
     the Bank will credit the payment to the amount outstanding
     under this Agreement as of that day. Payments may also be
     made at any of the Bank's Texas branches. Payments received
     at a branch after 4:00 p.m. or on a Saturday, Sunday or
     holiday will be posted the following Business Day.

B.   AUTOMATIC REPAYMENT

     [X]  If the box to the left is checked, the following
     paragraphs apply:


                               -4-

<PAGE>

     1.   The Borrower hereby chooses to have its principal and
     interest payments made pursuant to the Bank's Automatic
     Payment Service, and authorizes the Bank to collect all sums
     due hereunder by charging the full amount thereof to the
     Account. Should there be insufficient funds in the Account
     to pay when due all or any portion of the amount due, the
     full amount of such deficiency shall be immediately due and
     payable by the Borrower.

     2.   If, for any reason during the term of this Agreement,
     this Automatic Payment service is terminated by the Borrower
     or the Bank, the interest rate under this Agreement will
     increase by one (1) percentage point and the amount of each
     payment will be increased accordingly.

C.   INTEREST RATE
     1.   The principal balance outstanding under this Agreement
     shall bear interest at a fluctuating interest rate per annum
     equal to the lesser of (a) the Bank's Reference Rate plus
     3.6250 percentage points, as said Reference Rate may change
     from time to time (the "Applicable Rate"), or (b) the
     Maximum Rate (as hereinafter defined).

     The Reference Rate is the rate of interest publicly
     announced from time to time by the Bank as its Reference
     Rate. The Reference Rate is set based on various factors,
     including the Bank's costs and desired return, general
     economic conditions and other factors, and is used as a
     reference point for pricing some loans. The Bank may price
     loans to its customers at, above, or below the Reference
     Rate. Any change in the Reference Rate shall take effect at
     the opening of business on the day specified in the public
     announcement of a change in the Reference Rate.

     As used herein, the terms "Maximum Rate" shall mean the
     maximum nonusurious interest rate, if any, that at any time,
     or from time to time, may be contracted for, charged,
     collected or received on the indebtedness evidenced by this
     Agreement under the laws of the United States and the State
     of Texas applicable to the holder of this Agreement and such
     indebtedness. TEX. REV. CIV. STAT. ANN. Art. 5069-1.04, as
     amended (the "Act"), shall be relevant to this Agreement for
     the purposes of determining the Maximum Rate, and Bank and
     Borrower elect to determine such applicable legal rate under
     the Act pursuant to the "indicated rate ceiling" from time
     to time in effect, as referred to and defined in Article
     1.04(a)(1) of the Act, subject, however, to any right Bank
     may have subsequently, under applicable law, to change the
     method of determining the Maximum Rate.

     2.   COMPUTATION OF INTEREST AND FEES.  All computations of
     the Applicable Rate and fees made or called for hereunder
     shall be calculated on the basis of the actual number of
     days the unpaid principal balance is outstanding divided by
     a 365/366 day year as appropriate.

     3.   DEFAULT RATE.  At the Bank's sole option in each
     instance, subject to Section VIII.H., any amount not paid
     when due under this Agreement (including interest) shall
     bear interest from the due date at the Maximum Rate.

                               -5-

<PAGE>

D.   PROMISE TO PAY FEES AND COSTS.  The Borrower promises to pay
     according to the terms of this Agreement, all amounts
     outstanding and fees and costs which may be assessed under
     this Agreement including reasonable attorneys' fees (which
     may include the allocated costs of in-house counsel), court
     costs, and collection costs.

E.   FEES.  Upon the date of this Agreement, the Borrower will
     pay a nonrefundable loan fee of $100.00. This fee may be
     deducted from the Loan proceeds or treated as a principal
     advance from the Line. The advance will be subject to all
     the terms of this Agreement. In addition, if this is a Line,
     and if the Bank renews the Line, an annual fee will be
     assessed as a principal advance on the Line in the 13th
     monthly billing cycle after the date of this Agreement and
     annually thereafter whether or not the Borrower uses the
     Line. There is no annual fee for the first year. The annual
     fee is non-refundable, and the Borrower shall owe it once it
     is posted to the Line, even if the Line is subsequently
     changed, suspended or terminated for any reason.

IV.  OTHER TERMS

A.   CANCELLATION BY THE BORROWER.  The Borrower may cancel this
     Agreement by written notice to the Bank. The Borrower's
     request will take effect at the time it is received by the
     Bank. If there is more than one Borrower, the Bank may treat
     a request by one of them under this paragraph as a request
     by all of them. At the time of cancellation, the outstanding
     balance will be immediately due and payable.

B.   STATEMENT COPIES.  A fee may be charged for each statement
     copy requested, plus an hourly charge for any necessary
     research time.

C.   LATE FEES.  A late charge of 6% of the unpaid portion of the
     payment amount, with a minimum fee of $5.00 and a maximum
     fee of $15.00, may be assessed if payment is not received
     within fifteen days after the date the payment is due. This
     fee may be changed by the Bank at its option.

D.   OVERLIMIT FEES.  An overlimit fee of $15 may be assessed
     each time the Borrower exceeds the Credit Limit, regardless
     of whether the Bank permits the Borrower to exceed the
     Credit Limit.

E.   RETURNED ITEM FEE.  The Borrower may be charged a $10
     returned item fee each time a payment is returned or if
     there are insufficient funds in the Account when a payment
     is attempted through Automatic Payment Services.

V.   FINANCIAL STATEMENTS

     The Borrower represents and warrants that:

A.   Statements and data submitted in writing by the Borrower to
     the Bank in connection with this request for credit are true
     and correct, and said statements truly present the financial

                               -6-

<PAGE>

     condition of the Borrower as of the date hereof and the
     results of the operations of the Borrower for the period
     covered thereby, and have been prepared on a consistently
     maintained basis, in accordance with generally accepted
     accounting principles or another basis acceptable to the
     Bank. Since such date there have been no material adverse
     changes in the financial condition or operations of the
     Borrower's business. The Borrower has no knowledge of any
     liabilities, contingent or otherwise, at such date not
     reflected in said statements, and the Borrower has not
     entered into any special commitments or substantial
     contracts which are not reflected in said statements, other
     than in the ordinary and normal course of its business,
     which may have a materially adverse effect upon its
     financial condition, operations or business as now
     conducted.

B.   The representations and warranties contained in Section V.A.
     above shall apply to each financial statement submitted
     pursuant to Section VI.B. herein and shall be continuous and
     shall be automatically restated for each such financial
     statement as of the date of such statement.

VI.  COVENANTS

     The Borrower agrees that so long as credit is available
     under this Agreement and until the Bank is repaid in full,
     it will, unless the Bank shall otherwise consent in writing:

A.   INSURANCE.  Maintain public liability, property damage and
     worker's compensation insurance and insurance on all its
     insurable property against fire and other hazards with
     responsible insurance carriers to the extent usually
     maintained by similar businesses.

B.   RECORDS AND REPORTS.  Maintain a standard and modern system
     of accounting in accordance with generally accepted
     accounting principles or another basis acceptable to the
     Bank; permit the Bank's representatives to have access to
     and to examine its properties, books and records at all
     reasonable times; and furnish the Bank:

     1.   Promptly, a notice in writing of the occurrence of any
     event of default hereunder or of any event which would
     become an event of default hereunder upon giving of notice,
     lapse of time, or both.

     2.   Financial statements and other information relating to
     the affairs of the Borrower and any guarantors as the Bank
     may request from time to time.'

C.   TYPE OF BUSINESS.  Not make any substantial change in the
     character of its business.

D.   PURPOSE.  Use the proceeds of the credit provided in this
     Agreement solely for business purposes.

E.   OUTSIDE INDEBTEDNESS.  Not create, incur, assume or permit
     to exist any indebtedness for borrowed money other than
     loans from the Bank except obligations now existing as shown
     on the credit application or the personal financial
     statement or data submitted with such application pursuant
     to Section V.A. herein; or sell or transfer, either

                               -7-

<PAGE>

     with or without recourse, any accounts or notes receivable
     or any money due or to become due.

F.   LIENS AND ENCUMBRANCES.  Not create, incur, assume or permit
     to exist any mortgage, deed of trust, security interest
     (whether possessory or nonpossessory) or other encumbrance
     of any kind (including without limitation, the charge upon
     property purchased under conditional sale or other title
     retention agreement) upon or on any of its property or
     assets, or sell, assign, pledge or otherwise transfer for
     security any of its accounts, contract rights, general
     intangibles, or chattel paper with or without recourse,
     whether now owned or hereafter acquired (hereinafter
     collectively called "Liens"), other than (1) Liens for taxes
     not delinquent or being contested in good faith in
     appropriate proceedings; (2) Liens in connection with
     worker's compensation, unemployment insurance or social
     security obligations; (3) Mechanics', workmens',
     materialmens', landlords', carriers', or other like liens
     arising in the ordinary and normal course of business with
     respect to obligations which are not due or which are being
     contested in good faith; (4) Liens on margins tock as
     defined within Regulation U of the Board of Governors of the
     Federal Reserve System, as amended from time to time, and
     (5) Liens in favor of the Bank.

G.   LOANS, SECONDARY LIABILITIES.  Not make any loans or
     advances to any person or other entity other than in the
     ordinary and normal course of its business as now conducted;
     or guarantee or otherwise become liable upon the obligation
     of any person or other entity, except by endorsement of
     negotiable instruments for deposit or collection in the
     ordinary and normal course of its business.

H.   ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION.
     Not purchase or otherwise acquire the assets or business of
     any person or other entity, or liquidate, dissolve, merge or
     consolidate, or commence any proceedings therefor; or sell
     any assets except in the ordinary and normal course of its
     business as now conducted, or sell, lease, assign, or
     transfer any substantial part of its business or fixed
     assets, or any property or other assets necessary for the
     continuance of its business as now conducted, including
     without limitation the selling of any property or other
     asset accompanied by the leasing back of the same.

I.   COMPLIANCE WITH LAWS.  Comply with the laws, regulations and
     orders of any government body with authority over the
     Borrower's business.

VII.     EVENTS OF DEFAULT

     The occurrence of any of the following events of default
     shall, at the Bank's option, terminate the Bank's obligation
     to extend credit under this Agreement, and make all sums of
     principal and interest immediately due and payable, all
     without demand, presentment, protest, notice of protest,
     notice of intent to accelerate, notice of acceleration or
     other notice, all of which are hereby expressly waived and
     the Bank may exercise all its rights against the Borrower,
     any guarantor and any collateral as provided by law.



                               -8-

<PAGE>

A.   FAILURE TO PAY INDEBTEDNESS.  Failure to pay when due any
     obligation of the Borrower to the Bank.

B.   OTHER DEFAULTS.  The occurrence of any event of default
     whether or not waived by the obligee under any other
     indebtedness extended by any institution or individual to
     the Borrower.

C.   BREACH OF COVENANT.  Failure of the Borrower to perform any
     other term or condition of this Agreement binding upon the
     Borrower.

D.   BREACH OF WARRANTY.  Any of the Borrower's representations
     or warranties made herein or any statement or certificate at
     any time given pursuant hereto or in connection herewith
     shall be false or misleading in any material respect.

E.   INSOLVENCY; RECEIVER OR TRUSTEE.  The Borrower, any
     guarantor of the indebtedness of the Borrower to the Bank or
     general partner of the Borrower shall become insolvent; or
     admit its inability to pay its debts as they mature, or make
     an assignment for the benefit of creditors; or apply for or
     consent to the appointment of a receiver or trustee for it
     or for a substantial part of its property or business.

F.   JUDGMENTS, ATTACHMENTS.  Any money judgment, writ, or
     warrant of attachment, or similar process shall be entered
     or filed against the Borrower or any guarantor of any of the
     Borrower's obligations to the Bank or any of its assets and
     shall remain unvacated, unbonded or unstayed for a period of
     ten days or in any event later than five days prior to the
     date of any proposed sale thereunder.

G.   BANKRUPTCY.  Bankruptcy, insolvency, reorganization or
     liquidation proceedings or other proceedings for relief
     under any bankruptcy law or any law for the relief of
     debtors shall be instituted by or against the Borrower, any
     guarantor of the indebtedness of the Borrower to the Bank or
     general partner of the Borrower.

H.   MATERIAL ADVERSE CHANGE.  A material adverse change occurs
     in the Borrower's financial condition or the financial
     condition of any guarantor of the Borrower's obligations to
     the Bank, which, in the opinion of the Bank, would affect
     the ability of the Borrower to repay any advances made by
     the Bank hereunder or any other of the Borrower's
     obligations hereunder, or of such guarantor to perform under
     its guaranty.

I.   GUARANTY.  Any guaranty of the indebtedness of the Borrower
     to the Bank, at any time after the execution and delivery of
     such guaranty and for any reason other than satisfaction in
     full of all indebtedness incurred hereunder, ceases to be in
     full force and effect or is declared to be null and void; or
     the validity or enforceability thereof is contested in a
     judicial proceeding; or any guarantor denies that it has any
     further liability under such guaranty; or any guarantor
     defaults in any provision of any guaranty; or any financial
     information provided by any guarantor is false or misleading
     in any material respect.



                               -9-

<PAGE>

J.   DEATH.  The Borrower or any guarantor dies; if the Borrower
     is a sole proprietorship, any owner dies; if the Borrower is
     a trust, a trustor dies; if the Borrower is a partnership,
     any general partner dies; or if the Borrower is a
     corporation, any principal officer or majority stockholder
     dies.

K.   GOVERNMENT ACTION.  Any government authority takes action
     that the Bank believes materially adversely affects the
     Borrower's or any guarantor's financial condition or ability
     to repay.

VIII.     MISCELLANEOUS PROVISIONS

A.   FAILURE OR INDULGENCE NOT WAIVER.  No failure or delay on
     the part of the Bank, in the exercise of any power, right or
     privilege hereunder shall operate as a waiver thereof, nor
     shall any single or partial exercise of any such power,
     right or privilege preclude other or further exercise
     thereof or of any other right, power or privilege.  All
     rights and remedies existing under this Agreement are
     cumulative to, and not exclusive of, any rights or remedies
     otherwise available.

B.   OTHER AGREEMENTS.   Nothing herein shall in any way limit
     the effect of the conditions set forth in any security or
     other agreement executed by the Borrower, but each and every
     condition hereof shall be in addition thereto.

C.   GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND
     INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     TEXAS. Tex. Rev. Civ. Stat. Ann. Art. 5069, ch. 15 (which
     regulates certain revolving loan accounts and revolving
     triparty accounts) shall not apply to this Agreement.

D.   SEVERABILITY.  If any provision of this Agreement is held to
     be unenforceable, such determination shall not affect the
     validity of the remaining provisions of this Agreement.

E.   SUCCESSORS AND ASSIGNS.  This Agreement is binding on the
     Borrower's and the Bank's successors and assignees. The
     Borrower agrees that it may not assign this Agreement
     without the' Bank's prior consent.

F.   ARBITRATION
     1.   This paragraph concerns the resolution of any
     controversies or claims between the Borrower and the Bank,
     including but not limited to those that arise from: (a) This
     Agreement (including any renewals, extensions or
     modifications of this Agreement); (b) Any document,
     agreement or procedure related to or delivered in connection
     with this Agreement; (c) Any violation of this Agreement; or
     (d) Any claims for damages resulting from any business
     conducted between the Borrower and the Bank, including
     claims for injury to persons, property or business interests
     (torts).

     2.   At the request of the Borrower or the Bank, any such
     controversies or claims will be settled by arbitration in
     accordance with the United States Arbitration Act.  THE


                              -10-

<PAGE>


     UNITED STATES ARBITRATION ACT WILL APPLY DESPITE THE
PROVISIONS OF PARAGRAPH C., "GOVERNING LAW," ABOVE.

     3.   Arbitration proceedings will be administered by the
     American Arbitration Association and will be subject to its
     commercial rules of arbitration.

     4.   For purposes of the application of the statute of
     limitations, the filing of an arbitration pursuant to this
     paragraph is the equivalent of the filing of a lawsuit, and
     any claim or controversy which may be arbitrated under this
     paragraph is subject to any applicable statute of
     limitations.  The arbitrators will have the authority to
     decide whether any such claim or controversy is barred by
     the statute of limitations and, if so, to dismiss the
     arbitration on that basis.

     5.   If there is a dispute as to whether an issue is
     arbitrable, the arbitrators will have the authority to
     resolve any such dispute.

     6.   The decision that results from an arbitration
     proceeding may be submitted to any authorized court of law
     to be confirmed and enforced.

     7.   This provision does not limit the right of the Borrower
     or the Bank to: (a) exercise self-help remedies such as
     setoff; (b) foreclose against or sell any real or personal
     property collateral; or (c) act in a court of law, before,
     during or after the arbitration proceeding to obtain (i) an
     interim remedy; and/or (ii) additional or supplementary
     remedies.

     8.   The pursuit of or a successful action for interim,
     additional or supplementary remedies, or the filing of a
     court action, does not constitute a waiver of the right of
     the Borrower or the Bank, including the suing party, to
     submit the controversy or claim to arbitration if the other
     party contests the lawsuit.

G.   HAZARDOUS WASTE INDEMNIFICATION.  The Borrower will
     indemnify and hold harmless the Bank from any loss or
     liability directly or indirectly arising out of the use,
     generation, manufacture, production, storage, release,
     threatened release, discharge, disposal or presence of a
     hazardous substance.  This indemnity will apply whether the
     hazardous substance is on, under or about the Borrower's
     property or operations or property leased to the Borrower.
     The indemnity includes but is not limited to attorneys' fees
     (including the reasonable estimate of the allocated cost of
     in-house counsel and staff).  The indemnity extends to the
     Bank, its parent, subsidiaries and all of their directors,
     officers, employees, agents, successors, attorneys and
     assigns.  For these purposes, the term "hazardous
     substances,, means any substance which is or becomes
     designated as "hazardous" or "toxic" under any federal,
     state or local law.  This indemnity will survive repayment
     of the Borrower's obligations to the Bank.

H.   INTEREST.  Any provision herein or in any other agreement or
     commitment between Bank and Borrower to the contrary
     notwithstanding, Bank shall never be entitled to charge,
     receive, or collect, not shall amounts received hereunder be
     credited so that Bank

                              -11-


<PAGE>

     shall be paid, as interest a sum greater than interest at
     the Maximum Rate. It is the intention of the parties that
     this Agreement and all other instruments securing the
     payment of Borrower's obligations to Bank, or executed or
     delivered in connection herewith, shall comply with
     applicable law.  If Bank ever contracts for, charges,
     receives, or collects anything of value which is deemed to
     be interest under applicable law, and if the occurrence of
     any circumstance or contingency, whether acceleration of
     maturity of such obligations or other event, should cause
     such interest to exceed the maximum lawful amount, any
     amount which exceeds interest at the Maximum Rate shall be
     applied to the reduction of the unpaid principal balance
     under this Agreement or any other indebtedness owed to Bank
     by Borrower, and if this Agreement and such other
     indebtedness are paid in full, any remaining excess shall be
     paid to Borrower.  In determining whether the interest
     hereunder exceeds interest at the Maximum amount of interest
     shall be spread throughout the entire term of this Agreement
     until its payment in full.

I.   MULTIPLE BORROWERS.  If there are two or more Borrowers
     under this Agreement, each will be individually obligated to
     repay the Bank in full, and all will be obligated together.
     The Bank may terminate the availability of credit under this
     Agreement if the Bank receives conflicting instructions from
     the Borrowers.

J.   ONE AGREEMENT.  This Agreement and any related security or
     other agreements required by this Agreement collectively:
     (1) represent the sum of the understandings and agreements
     between the Bank and the Borrower concerning this credit;
     and (2) replace any prior oral or written agreements between
     the Bank and the Borrower concerning this credit; and (3)
     are intended by the Bank and the Borrower as the final,
     complete and exclusive statement of the terms agreed to by
     them. In the event of any conflict between this Agreement
     and any other agreements required by this Agreement, this
     Agreement will prevail.

     THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT
     BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
     OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF
     THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

K.   CHANGE OF TERMS.  The Bank may change any term or condition
     of this Agreement, to the extent permitted by law, by
     providing written notice to the Borrower. Any such change
     shall apply to any unpaid balance outstanding under this
     Agreement as well as any future transactions under this
     Agreement.

L.   NOTICE.  As required herein, notice to the Bank shall be
     sent to the address shown on the Borrower's latest billing
     statement, to be effective when received. Any written notice
     to the Borrower shall be sent to the Borrower's address in
     the Bank's records, to be effective when deposited in the
     U.S. mail, postage prepaid, unless otherwise stated in the
     notice. The Borrower agrees to notify the Bank promptly in
     writing of a change in the Borrower's mailing address.


                              -12-


<PAGE.


M.   COSTS.  If the Bank incurs any expense in connection with
     administering or enforcing this Agreement, or if the Bank
     takes collection action under this Agreement, it is entitled
     to costs and reasonable attorneys' fees, including, to the
     extent permitted by applicable law, any allocated costs of
     in-house counsel. At the Bank's option, the Bank may add
     these costs to the principal amount outstanding under this
     Agreement.

N.   ATTORNEYS' FEES.  In the event of a lawsuit or arbitration
     proceeding, the prevailing party is entitled to recover
     costs and reasonable attorneys' fees (including any
     allocated costs of in-house counsel) incurred in connection
     with the lawsuit or arbitration proceeding, as determined by
     the court or arbitrator.

O.   TELEPHONE MONITORING.  To the extent not prohibited by law,
     the Bank's supervisory Quality Control personnel may listen
     to telephone calls between the Borrower and the Bank's
     customer service employees for the purpose of monitoring the
     quality of service the Borrower receives.

P.   SETOFF.  At any time after the occurrence of an event of
     default, the Bank may exercise a right of setoff against any
     deposit account of the Borrower maintained with the Bank by
     applying such account to the indebtedness outstanding under
     this Agreement.

IX.  MOTOR VEHICLE FINANCING

          [N/A]     If the box to the left is checked, the credit
          extended pursuant to this Agreement is primarily for
          the purchase of one or more motor vehicles (other than
          a heavy commercial vehicle).

     If the foregoing box is checked, then, notwithstanding any
     provisions to the contrary contained in this Agreement or
     any other agreement executed in connection with or as
     security for this Agreement, the following provisions shall
     apply.

A.   AUTOMATIC REPAYMENT.  If the Automatic Payment Service
     described in Section III.B. is terminated by Bank, such
     termination will not cause any increase in the Applicable
     Rate and no documentation fee shall be payable. If the
     Automatic Payment Service is terminated by Borrower, the
     Applicable Rate will increase by one percent (1%), but no
     documentation fee shall be payable.

B.   OTHER CHARGES, FEES, AND EXPENSES.  The following charges,
     fees and expenses, and no other charges, fees, or expenses
     of any kind, shall be payable by Borrower in connection with
     this credit facility:  (1) interest, as specified in Section
     III.C. and VIII.A., (2) amounts actually incurred by Bank as
     court costs, (3) attorneys' fees assessed by a court, (4)
     lawful fees for filing, recording, or releasing to any
     public office any instrument securing indebtedness
     outstanding hereunder, (5) the reasonable cost actually
     expended for repossessing, storing, preparing for sale, or
     selling any security, (6) fees for noting a lien on or
     transferring a certificate of title to any motor vehicle
     offered as


                              -13-


<PAGE>


     security for indebtedness outstanding hereunder and (7)
     premiums or indentifiable charges in connection with the
     sale of any authorized insurance.

     This agreement is effective as of the date stated at the top
     of the first page.















                              -14-