USA RADIO NETWORK
                 STANDARD AFFILIATION AGREEMENT
                       TERMS & CONDITIONS


The parties hereto AGREE AS FOLLOWS:

1.   GRANT OF RIGHTS:  USA grants to Affiliate and Affiliate
hereby agrees to broadcast from Affiliate's Station certain
programs from USA's services as specified in the USA Radio News
and/or USA Radio Programming Addenda attached hereto
("Programming"), pursuant to the terms and conditions stated
within this Agreement and the Addenda.  This Agreement does not
bind USA to any published schedule, as programs and talent can be
changed, canceled, or added as deemed necessary or appropriate by
USA.

2.   DELIVERY:  USA transmits Programming on several separate
satellite signals for delivery to Affiliates and the Affiliate
agrees to receive the Programming from one of the available
satellite frequencies for broadcast to Affiliate's Station
Service area.  Affiliate is responsible for equipment used to
receive the Programming.

3.   PROOF OF PERFORMANCE:  (Commercial Stations Only) Affiliate
shall complete and return a Declaration of Clearance
("Declaration") with the executed Agreement.  This Declaration is
binding until Network is notified and agrees to any changes.  If
Affiliate at any time reformats the Station, whereby it is
incapable of complying with its original Declaration, a new
Declaration shall be completed promptly by Affiliate and returned
to USA for approval.  The original and any subsequent Declaration
sent to USA must show clearances that meet or exceed the minimum
broadcast requirements of USA.

4.   PREEMPTION:  Affiliate shall have the right to preempt any
Programming that it reasonably believes is not in the public
interest.  In the event of a preemption of Network's Programming,
Affiliate agrees to notify USA in writing within five (5)
business days stating the date(s) and time(s) of each preemption.

5.   CLEARANCE:  Affiliate agrees that it shall commence
broadcasting USA Programming that it has agreed to clear
immediately upon reception at the station, unless otherwise
stated in this Agreement or in the attached Addenda.

6.   PERFORMING RIGHTS:  The Affiliate shall maintain such
licenses, including performing rights licenses, as may be
necessary for the use of the Programming furnished hereunder.

7.   INTERRUPTION OF PROGRAMMING:  USA shall not be liable for
the interruption or discontinuance of any Programming, including,
but not limited to, acts of God or the ability or inability to
maintain facilities.  USA will not be liable for any act or
omission of any participating common carrier or USA supplier.

8.   INDEMNITY:  The Affiliate agrees to indemnify, defend and
hold USA harmless from and against any and all losses, claims,
demands, liabilities, costs and expenses, including but not
limited to, claims for libel, slander, infringement of copyright
or unauthorized use of any trademark, trade name, or service
mark, arising out of the material data, information or other
content transmitted or received over USA's satellite service from
any program producer other than USA.

9.   TERMINATION OF RIGHTS:  USA shall have the option to
terminate this Agreement following thirty (30) days written
notice upon the occurrence of any of the following:
(i) Affiliate's failure to perform any of its obligations as set
forth herein; (ii) Affiliate's loss of its broadcasting license
or change in or termination of its broadcast operations; or
(iii) Affiliate's misrepresentation of facts concerning its
broadcast facility which adversely affect the terms or conditions
of this Agreement.

10.  WAIVERS:  The waiver of any provision of this Agreement must
be in writing to be valid.  The delay or omission to exercise any
right, or remedy accruing to USA hereunder upon breach or default
by Affiliate shall not impair the enforcement of any right or
remedy to be construed as a waiver of any similar breach or
default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any subsequent breach or
default.

11.  BINDING ARBITRATION:  Any dispute arising out of this
Agreement which cannot be resolved by the parties shall be
submitted to binding arbitration.  If the parties cannot agree
upon a single arbitrator to decide the dispute, then each party
will select a representative and the representatives will select
an arbitration panel.  Each party will be entitled to be
represented by counsel, pre-trial discovery will be governed by
the Texas Rules of Civil Procedure, and the arbitrator or
arbitration panel shall award to the prevailing party a recovery
for reasonable attorney's fees and reasonable costs in obtaining
a decision.  The parties agree to post a bond fixed by the
arbitrator or arbitration panel in advance of the hearing to
cover the cots of the arbitration.  A cash deposit may be
substituted in lien of a bond.  The hearing will take place in
either Dallas County or Tarrant County, Texas.

12.  ENFORCEMENT:  The parties agree that neither will seek
relief of the courts without first following completely the
arbitration procedure outlined in paragraph 11.  A party may seek
enforcement of the arbitration decision through the courts only
in the event that the other party fails to abide by the decision
of the arbitrator or arbitration panel.  The parties agree that
the proper venue for any litigation in the courts will be in a
court of competent jurisdiction in Dallas County, Texas, the
principal place of business of USA.  Should litigation occur, the
prevailing party in any litigation arising in connection with
this Agreement will be entitled to recover reasonable attorney's
fees and reasonable costs pertaining to the enforcement of the
Agreement or any arbitration decision.

13.  ASSIGNMENT OR TRANSFER:  This Agreement shall remain in
force during the initial or successive terms of this Agreement to
the benefit of and be binding upon the parties hereto and their

                             -over-

<PAGE>

respective successors or assigns.  Affiliate agrees that if any
application is made to the Federal Communications Commission
pertaining to an assignment or transfer of control of Affiliate's
license for the Station or any interest therein, Affiliate shall
notify USA immediately upon the filing of such application.  This
Agreement shall not be assigned by Affiliate without the prior
written consent of USA, and any permitted assignment shall not
relieve Affiliate of its obligations hereunder.  Any purported
assignment of this Agreement by Affiliate without such consent
shall be null and void and not enforceable against USA.  Except
as to assignments or transfers of control made pursuant to
Section 73.3540(f) of the Rules and Regulations of the Federal
Communications Commission, USA shall have the right to terminate
this Agreement effective as of the effective date of any
assignment or transfer of control (voluntary or involuntary) of
Affiliate's license for the Station or any interest therein,
provided USA shall have given Affiliate notice of such
termination within thirty (30) days after USA has been advised
that such application for assignment or transfer has been filed
with the Federal Communications Commission.  If USA does not so
terminate this Agreement, Affiliate agrees, prior to the
effective date of any such assignment or transfer of control of
Affiliate's Station, to procure and deliver to USA, in form
satisfactory to USA, the agreement of the proposed assignee or
transferee that, upon consummation of the assignment or transfer
of control of  the Station's authorization, the assignee or
transferee will assume and perform this Agreement in its entirety
without limitation of any kind.  If Affiliate fails to notify USA
of the proposed assignment or transfer of control of said
Station's authorization, or fails to procure the agreement of the
proposed assignee or transferee in accordance with the preceding
sentence, then such failure shall be deemed a material breach of
this Agreement and, without limiting any of USA's rights or
remedies under this Agreement or otherwise, (i) USA shall be
entitled to liquidated damages in the amount of local stations
published rate card per spot for the remaining term of this
Agreement; and (ii) USA shall have the right to terminate this
Agreement upon thirty (30) days' notice to Affiliate and the
transferee or assignee, given at any time within ninety (90) days
after the effective date of such assignment or transfer or the
date on which USA learns of such assignment or transfer,
whichever is later.



14.  COPYRIGHT:  USA retains complete copyright and other
property rights in all programming produced by and distributed by
USA, including rights in ideas, formats, names, plots, music,
artistic materials or stories and nothing in this Agreement is
intended to transfer said rights to Affiliate.  The Affiliate
shall not authorize others to copy or tape any part of the USA
Programming nor use it for any purpose other than as expressly
provided herein.

15.  GENERAL:  No inducements, representations or warranties,
except as specifically set forth herein, have been made by any of
the parties hereto.  This Agreement supersedes any and all prior
agreements, whether written or oral, between the parties hereto.

16.  ENTIRE AGREEMENT:  This Agreement and the attached Addenda
and Declaration constitute the entire agreement between the
parties, supersedes any and all prior agreements, whether written
or oral and may not be modified, renewed, or discharged except as
provided herein, or by an Addendum, in writing, signed by both
parties.  All representations or agreements between USA and
Affiliate must be in writing to be valid.  All notices required
or permitted hereunder shall be sent by U.S. mail and addressed
as set forth in this Agreement, except discharges or
cancellations which must be sent by a carrier that requires a
signature upon arrival at USA.

17.  LAWS:  The obligations of USA and the Affiliate under this
Agreement are subject to all applicable federal, state and local
laws, rules and regulations (including, but not limited to, the
Communications Act of 1934, as amended, and the Rules and
Regulations of the Federal Communications Commission) and this
Agreement and all interpretations thereof shall be governed by
the laws of the State of Texas.

18.  Special Considerations: __________________________________

_______________________________________________________________

_______________________________________________________________





I agree with the terms herein:





----------------    --------  ---------------------------   -----
Thomas R. Tradup    Date      Authorized Station Signature  Date
Vice President/General Manager
USA Radio Network
                                        -------------------------

Print Name, Title &
                                        Station's Call Letters


                                        -------------------------

Station's City & State of
                                        License


<PAGE>


                        USA RADIO NETWORK
                      TOP-OF-THE-HOUR NEWS

                Addendum to Affiliation Agreement
                  (Commercial Station - USA 2)

     This is an Addendum to the Network Affiliation Agreement
between USA Radio Network and ___________________________
("Affiliate"), dated ______________________________, 20________,
to commence upon ____________________________________, 20_____,
for Radio Station ("Station"), Station's City and State of
License ________________________________________, Station's
Mailing Address of __________________________________________,
City ____________________________, State ________, Zip Code
_________________.  This Agreement is subject to the "Standard
Affiliation Agreement Terms and Conditions" stated in the pages
attached hereto shall be deemed contractual provisions.

     1.   Term:  This Agreement shall commence at program sign on
(verified by the stations signed affidavit of performance) and
shall continue for ____ year(s) ("Initial Term").  Sign on will
be no later than 90 days after USA Radio Network approves this
contract.

     This Agreement shall be automatically renewed for a term of
_____ year(s) ("Successive Years"); unless either party notifies
the other in writing, by certified mail addressed to the said
party's address set forth in this Agreement, no less than ninety
(90) days before the end of the then current term, of its
decision to not renew the Agreement, in which event, this
Agreement shall terminate at the end of the then current term.
Any exceptions to these terms must be agreed to in writing by
both parties and clearly defined in paragraph #8 - "Special
Considerations" in this agreement.

     2.   Programming.  Permission to broadcast "USA Radio Top-of-
the-Hour News" is given as an Addendum to the "Affiliation
Agreement" with Affiliate.  USA will make the following programs
available to Affiliate:

     A.   Business Reports
     B.   Marlin Maddoux Commentary
     C.   USA Health Newsfeed
     D.   Presidential Address
     E.   Special Events (all added coverage from USA News.)

     3.   Broadcast Requirements of Spot Announcements.  The
Affiliate must broadcast a minimum of 24 minutes of National Spot
Announcements daily (one and one-half minutes per hour) between
5:00 A.M. and 9:00 P.M. (Eastern time zone), including weekends.
These National Spot Announcements occur during the Top-of-the-
Hour Newscast, but can be aired by Affiliate at any time within
the same hour.  By clearing the 1 & 1/2 minutes per hour, Affiliate
is allowed to air any or all of the programs listed in No. 2.

     4.   If Affiliate broadcasts any USA Programming the
Affiliate may not tape-delay for rebroadcast any of these
programs.  If Affiliate desires to broadcast any portion of the
Programming in part, it must obtain Network's prior consent and
Network must receive attribution.  Affiliate is responsible for
using the Programming content in a responsible manner.

     5.   To meet the Minimum Requirement, National Spot
Announcements must be broadcast at the scheduled times.  "Make
Goods" must be pulled from certain newscasts or from the bulk
feed and rebroadcast on the Station at a mutually agreed upon
time.  These "Make Goods" must be logged on the Declaration and
reported on the Affidavits.

     6.   Affiliate shall complete and return a notarized
affidavit of performance ("Affidavit").  This Affidavit will
confirm the Affiliate's original Declaration on record.  The form
used for this Affidavit will be supplied by the Network.  This
Affidavit must be returned to the Network no later than the tenth
day of each month following broadcast of Network Programming.

     7.   If the cost to Network to provide the Programming to
the Affiliate increases due to news gathering expenses beyond
Network's control to the point that it is no longer profitable to
Network, then Network may cancel this Agreement upon sixty (60)
days written notice.


8.  Special Considerations.


_________________________________________________________________

_________________________________________________________________


I agree with the terms herein:


----------------    -----     ----------------------------  -----
Thomas R. Tradup    Date      Authorized Station Signature  Date
Vice President/General Manager
USA Radio Network
                                   ------------------------------

Print Name, Title & Station's
                                   Call Letters