March 15, 1999
             .......................................



                     Satellite Services and
                  Space Segment Lease Agreement


                               for


                       USA Radio Network,
                              Inc.




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                        TABLE OF CONTENTS


Paragraph                                                    Page

                                                                      1.
Supplemental Agreement                                          1
     2.    Definitions                                          1
     3.    Term; Payment                                        1
     4.    Taxes                                                1
     5.    Customer Use of FM Quad Channels                     1
     6.    Customer Use of FM Quad-Related SCPC Channels        1
     7.    Transition Period                                    2
     8.    Equipment, Maintenance, and Signal Delivery
             Responsibilities                                   2
     9.    Risk of Loss and Insurance Requirements at CIT       2
    10.    Indemnity                                            3
    11.    Interruptions and Technical Failures                 3
    12.    Force Majeure                                        3
    13.    SpaceCom Relocation Rights                           3
    14.    Conditional Protected Services                       4
    15.    Assignment                                           4
    16.    No Consequential or Incidental Damages               4
    17.    Notices                                              4
    18.    Confidentiality                                      4
    19.    Governing Law                                        5
    20.    Arbitration                                          5
    21.    Incorporation by Reference                           5
    22.    Severability                                         5
    23.    Headings                                             5
    24.    Entire Agreement                                     5
Appendix One - Definitions                                      7

Exhibit I - Payment Schedule
Exhibit II - FM Quad Technical Specifications
Exhibit III - Operating Specifications
Exhibit IV - Terms and Conditions Relating to Proected Services

                               -i-


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SUPPLEMENTAL SATELLITE SERVICES AND SPACE SEGMENT LEASE AGREEMENT



     THIS SUPPLEMENTAL SATELLITE SERVICES AND SPACE SEGMENT LEASE
AGREEMENT (the "Supplemental Agreement") is entered into by and
between SpaceCom Systems, Inc. ("SpaceCom"), a Delaware
corporation (a wholly-owned subsidiary of United Video Satellite
Group, Inc.) with its principal offices at One Technology Plaza,
7140 South Lewis Avenue, in Tulsa, Oklahoma  74136-5422, and USA
Radio Network, Inc. ("Customer"), a Texas corporation, with its
principal offices at 2290 Springlake Road, Suite 107, Dallas,
Texas  75234.

     WHEREAS, SpaceCom and Customer have previously entered into
that certain Satellite Services and Space Segment Lease Agreement
March 30, 1995 (the "Original Agreement"); and

     WHEREAS, SpaceCom has rights to certain specific satellite
transmission services, including its "FM Squared", "FM Quad" and
"SCPC" (each as hereinafter defined) transmission techniques, and
space segment capacity on the GE3 Satellite through February 29,
2000, as described more fully below; and

     WHEREAS, SpaceCom is currently negotiating for such
additional space segment capacity for that period after
February 29, 2000; and

     WHEREAS, Customer desires to supplement its current contract
with SpaceCom in an effort to allow Customer to use satellite
transmission services and space segment capacity for that period
after February 29, 2000.

     NOW, THEREFORE, in consideration of the premises set forth
above and the following mutual covenants, the parties hereto
agree as follows:

     1.   Supplemental Agreement.  This Supplemental Agreement
shall supplement, amend, and modify the Original agreement as set
forth herein.  SpaceCom and Customer intend that, to the extent
not inconsistent with this Supplemental Agreement, the terms and
conditions of the Original Agreement shall remain in full force
and effect.

     2.   Definitions.  Appendix One attached to this
Supplemental Agreement.

     3.   Term; Payment.  The term of this Supplemental Agreement
shall commence on March 1, 2000 and shall continue in effect
until March 1, 2005, except as otherwise set forth herein.
Payment for services provided under this Supplemental Agreement
shall be in accordance with Exhibit I attached hereto.  Payment
for the FM Quad Channels and the FM Quad-Related SCPC Channels
(as defined herein) shall commence at the beginning of the Post
Dual Feed Period (as defined in Section 7 below) and shall
continue until the end of the term of this Supplemental Agreement
regardless of whether Customer actually uses the FM Quad Channels
or the FM Quad-Related SCPC Channels.

     4.   Taxes.  In addition to the monthly charges and other
payments set out in Exhibit I, Customer shall be solely
responsible for any and all taxes or fees, including but not
limited to any sales, use, value added or other taxes (excluding
all forms of income tax) which are imposed by any local, state or
United States governmental entity on the services or good
provided by SpaceCom under this Supplemental Agreement.

     5.   Customer Use of FM Quad Channels.   Subject to the
provisions below in Paragraph 7, SpaceCom shall make available to
Customer, and Customer accepts from SpaceCom the use of and
agrees to pay SpaceCom for hereunder two (2) 192 kb/s FM Quad
Channels (the "FM Quad Channels") located on a Transponder on the
GE3 Satellite for which SpaceCom obtains space segment capacity.
The FM Quad Channels shall have Technical Specifications as
outlined in Exhibit II.

<PAGE>

     6.   Customer Use of FM Quad-Related SCPC Channels.

          a.   Subject to the provisions set forth below in
     Paragraph 7, SpaceCom shall make available to Customer and
     Customer accepts from SpaceCom the use of and agrees to pay
     SpaceCom for hereunder, two (2) 192 kb/s SCPC Channels (the
     "FM Quad-Related SCPC Channels") located on a Transponder on
     the GE3 Satellite for which SpaceCom obtains space segment
     capacity (the "FM Quad-Related SCPC Transponder") for SCPC
     backhaul delivery of Customer's signal from the Dallas Fort
     Worth Teleport ("DFWT") to SpaceCom's Chicago International
     Teleport (the "CIT" as hereinafter defined).  The FM Quad-
     Related SCPC Channels will have Technical Specifications as
     outlined in Exhibit II (as such Exhibit may be replaced by
     SpaceCom from time to time to reflect any change in
     transponder and/or Satellite in accordance with the terms of
     this Supplemental Agreement).

          b.   SpaceCom has initially contracted with the DFWT
     for backhaul of the FM Squared Channels (the "FM Squared
     Channels") by SCPC (as defined herein) transmission from the
     DFWT to the CIT.  Backhaul from the DFWT to the CIT of the
     FM Quad Channels shall be the responsibility of SpaceCom, to
     be carried out initially through its contract with DFWT.
     Backhaul transmission method shall be determined solely by
     SpaceCom.

     7.   Transition Period.  Under the Original Agreement,
Customer is using two (2) SCPC Channel(s) on Transponder 13 (the
"FM Squared-Related SCPC Channels") and three (3) FM Squared
Channel(s) on Transponder 13 (the "FM Squared Channels").  In
order to allow the Customer a transition period, effective
July 15, 1999 through February 29, 2000 (the "Dual Feed Period'),
SpaceCom shall make available for Customer's use the FM Quad
Channels as set forth above, in addition to the FM Squared-
Related SCPC Channels and FM Squared Channels currently being
provided pursuant to the original Agreement.  During the Dual
Feed Period, Customer shall continue to be charged the rate
specified in the Original Agreement for the FM Squared Channels
and FM Squared-Related SCPC Channels and shall not be charged any
additional fees for the FM Quad Channels.  The period commencing
on termination of the Dual Feed Period shall be referred to
herein as the "Post Dual Feed Period".

     8.   Equipment, Maintenance, and Signal Delivery
Responsibilities.

          a.   Customer accepts sole responsibility for
     delivering its signals to the DFWT.

          b.   SpaceCom shall at its cost provide, operate and
     maintain (or cause to be done) all SCPC transmission
     equipment required at the DFWT to transmit Customer's
     backhaul channels to the CIT and the SCPC Channels.

          c.   SpaceCom shall, at its cost, provide, install and
     maintain all downlink equipment required to receive
     Customer's backhaul channels at the CIT.

          d.   SpaceCom shall at its cost provide, operate and
     maintain all FM Quad transmission equipment required at the
     CIT to transmit Customer's signal from the CIT to the GE3
     Satellite.

          e.   Customer shall at its cost equip, install and
     maintain all sites (or cause them to be equipped, installed
     and maintained) with any downlink equipment required for
     reception of Customer's FM Quad Channels.  SpaceCom shall
     have no liability due to any failure of Customer's sites to
     receive Customer's signal due to downlink equipment,
     installation, and/or maintenance provided by others.

          f.   SpaceCom Systems, Inc. will have the DVE Carrier
     up within thirty days of receipt of working and fully
     functional hardware from Wegener Communications, Inc.

     9.   Risk of Loss and Insurance Requirements at CIT.

          a.   Customer shall bear all risk of loss to its
     equipment or other property located at the CIT, regardless
     of the cause of any such loss.

          b.   To cover its employees and/or agents performing
     work at the CIT, and Customer's equipment or other property
     located at the CIT, Customer shall carry and maintained its
     own cost during the term of

                               -2-

<PAGE>

     this Supplemental Agreement, with insurance companies having
     an "A.M. Best's" rating of "A-" or better, the insurance
     indicated below as a minimum requirement:

     Type of Coverage              Limits of Liability
     -------------------------------------------------------------
     Workers' Compensation         Statutory per State of Illinois
     Employers Liability           $500,000
     Commercial General Liability  $1,000,000
        Occurrence
        Broad Form Contractual Liability

Customer shall furnish SpaceCom certificates evidencing such
coverage stating that SpaceCom be provided with 30 days prior
written notice of cancellation, non-renewal or reduction of
limits.  All policies shall contain an endorsement waiving
subrogation rights of insurer against SpaceCom.

          c.   Customer shall not by any act of commission or
     omission cause an increase in the rate of insurance or the
     cancellation of any insurance policy carried by SpaceCom
     covering the CIT.

     10.  Indemnity.  Customer shall indemnify, defend and hold
SpaceCom, and the Satellite Transponder Provider, their parent
and affiliate corporations, officers, directors, employees,
agents, successors and assigns, harmless from and against any and
all losses, liabilities, claims, demands, costs, and expenses
arising out of or related directly or indirectly to Customer's
use of the FM Quad and FM Quad-Related SCPC Channels (including,
but not limited to, reasonable attorneys' fees and costs of
suit).  Customer's indemnification of SpaceCom, and the Satellite
Transponder Provider, their parent and affiliate corporations,
officers, directors, employees, agents, successors and assigns,
shall include but not be limited to claims for libel, slander,
infringement of copyright or patent, unauthorized use or
infringement of trademark, trade name or service mark, or any
signal interference, arising out of or related to Customer's use
of the FM Quad and FM Quad-Related SCPC Channels.

     11.  Interruptions and Technical Failures.  SpaceCom shall
have no liability whatsoever for interruptions in satellite
service that are caused (1) by Customer or Customer-provided
facilities;  (2) by sun transient outage; or (3) by rain fade.
In the event of any interruption of satellite service or
technical failure for any reason other than these three reasons,
the SOLE AND EXCLUSIVE liability of SpaceCom shall be a pro rata
refund of the monthly fee (as such fee is specified in Exhibit 1
hereto or in Exhibit 1 to the Original Agreement, as applicable)
paid by Customer for any period exceeding five (5) minutes in a
one (1) hour period during which service shall not have been
provided.  No more than one full day's credit will be allowed for
any period of twenty-four (24) hours.  The length of the
interruption shall be measured from the time Customer notifies
SpaceCom of the interruption.  Such pro rata refund shall be
Customer's EXCLUSIVE REMEDY for such interruption of satellite
service or technical failure, and Customer shall have no other
remedy against SpaceCom or the Satellite Transponder Provider,
their parent and affiliate corporations, officers, directors,
employees agents, successors and assigns with respect to any such
interruption.

     12.  Force Majeure.  SpaceCom shall not be liable to
Customer hereunder nor shall it be considered to be in breach of
this Supplemental Agreement due to SpaceCom's failure to perform
its obligations hereunder in a timely manner as a direct result
of any cause beyond its reasonable control, including but not
limited to any nature calamity, work stoppage by any unaffiliated
third party supplier, act of any public enemy or any military,
civil or regulatory authority, a material change in any law or
regulation governing the performance of the parties hereunder,
disruption or outage of communication equipment, loss of electric
power, damage or destruction to satellite equipment, or loss of
access to applicable satellite transponder capacity.

     13.  SpaceCom Relocation Rights.

          a.   SpaceCom shall have the right to move Customer's
     FM Quad Channels to another transponder and/or satellite
     other than the transponder and/or satellite to which
     Customer is initially assigned, provided, however, that
     SpaceCom shall give Customer thirty (30) days' advance
     written notice of any planned

                               -3-

<PAGE>

     move and, provided, further, that SpaceCom shall not
     exercise this relocation right without good cause, such
     cause to be determined solely by SpaceCom.

          b.   SpaceCom shall have the right to move Customer's
     FM Quad-Related SCPC service to another transponder and/or
     satellite other than the transponder and/or satellite to
     which Customer is initially assigned, provided, however,
     that SpaceCom shall give Customer thirty (30) days' advance
     written notice of any planned move; and provided further,
     that SpaceCom will not exercise this relocation right
     without good cause, such cause to be solely determined by
     SpaceCom.

          c.   SpaceCom shall have the right to change the
     frequency of Customer's FM Quad and/or FM Quad-Related SCPC
     Channels.  SpaceCom will not exercise this right without
     good cause, such cause to be determined solely by SpaceCom,
     and SpaceCom will give Customer a minimum of ten (10) days'
     advance written notice of the change of frequency.

          d.   SpaceCom shall have the right during the term of
     this Supplemental Agreement to relocate and/or to
     reconfigure the CIT.

     14.  Conditional Protected Services.  SpaceCom has a current
contract for protected transponder service from GE, which service
is outlined on Exhibit IV hereto.  SpaceCom shall provide
protected service under this Supplemental Agreement to Customer
to the same extent that SpaceCom receives protected service from
the Satellite Transponder Provider.

     15.  Assignment.  Customer shall not assign or transfer its
rights, interests and obligations under this Supplemental
Agreement to any other parties without SpaceCom's prior written
consent, which consent shall not be unreasonably withheld or
delayed.  Customer agrees that SpaceCom may assign or transfer
its rights, interests and/or obligations under this Supplemental
Agreement.

     16.  No Consequential or Incidental Damages.  Except for
Customer's indemnification obligations pursuant to Paragraph 10
of this Supplemental Agreement, in no vent whatsoever shall
either party have any liability to the other or to any other
party for consequential or incidental damages.

     17.  Notices.  Notices to be given the parties hereunder
shall be mailed by certified or registered mail, return receipt
requested, sent by private courier service, or personally
delivered to the parties at the following addresses:

          If to SpaceCom:     SpaceCom Systems, Inc.
                              One Technology Plaza
                              7140 South Lewis Avenue
                              Tulsa, Oklahoma  74136-5422
                              Attn: Senior Vice President/General
                              Manager
                              Telephone:  (918) 488-4800
                              Facsimile:   (918) 488-4848

          If to Customer:     USA Radio Network, Inc.
                              2290 Springlake Road, Suite 107
                              Dallas, TX  75234
                              Attn:   Vice President and  General
                              Manager
                              Telephone:  (972) 484-3900
                              Facsimile:   (972) 241-6826

     18.  Confidentiality.

          a.   Each party acknowledges that in the course of
     performance of its obligations pursuant to this Supplemental
     Agreement or any amendment, it may obtain certain
     confidential and/or proprietary information of the other
     party or the other party's customers, including the terms
     and conditions of this Supplemental Agreement

                               -4-

<PAGE>

     or any amendment ("Information"). Each party hereby agrees
     that all Information communicated to it by the other party
     or its customers, whether before or after the Execution Date
     shall be and was received in strictest confidence, shall be
     used only for purposes of this Supplemental Agreement or any
     amendment, and shall not be disclosed by such receiving
     party, its agents or employees without the prior written
     consent of the disclosing party, except as may be necessary
     by reason of legal, accounting or regulatory requirements
     beyond the reasonable control of the receiving party. the
     obligations imposed by this paragraph shall not apply to a
     party's Information, or any portion thereof, which is
     (i) publicly known through no unauthorized act of the other
     party, (ii) independently developed by the other party,
     (iii) already known by the other party without an obligation
     of confidentiality, or (iv) rightfully received from a third
     party who is not obligated to keep such Information
     confidential.  The obligations set forth in this paragraph
     shall survive termination of this Supplemental Agreement or
     by amendment.

          b.   While the specific terms of this Supplemental
     Agreement, including pricing terms, are confidential, the
     existence of this Supplemental Agreement shall not be
     confidential, and SpaceCom and Customer shall each have the
     other's approval and permission to distribute and/or publish
     news releases, advertisements, and any other type of
     marketing or promotional materials which contain non-
     confidential information such as the names and primary
     contacts of SpaceCom and Customer and a general description
     of the services contracted for under this Supplemental
     Agreement.

     19.  Governing Law.  The parties hereto agree that this
Supplemental Agreement shall be deemed to have been executed and
delivered in the State of Oklahoma, and it shall be governed by
and construed in accordance with the laws of said State.

     20.  Arbitration.  Any dispute, claim or controversy in
connection with or arising under this Supplemental Agreement, its
interpretation, validity or any breach hereof, which cannot be
resolved between the parties within sixty (60) days after both
parties are aware of the dispute, claim or controversy, shall be
finally and exclusively resolved by arbitration under the rules
of the American Arbitration Association then prevailing.  The
site for any arbitration hearing shall be Tulsa, Oklahoma.  In
resolving the dispute, the arbitrator(s) shall be bound by the
terms of this Supplemental Agreement and the governing law of
this Supplemental Agreement.  The non-prevailing party shall be
assessed all arbitration fees and costs.  The award of the
arbitrator(s) shall be final and binding.  If it becomes
necessary for either party to enforce an arbitration award by
legal action, the other party shall pay all reasonable costs and
attorney's fees incurred by the party seeking to enforce the
award.

     21.  Incorporation by Reference.  Appendix One and
Exhibits I - IV attached to this Supplemental Agreement, and the
premises immediately preceding this Supplemental Agreement, are
hereby incorporated into this Supplemental Agreement.

     22.  Severability.  If any term or condition of this
Supplemental Agreement is ever found to be invalid or
unenforceable for any reason, such invalidity or unenforceability
shall not affect the remaining terms and conditions of this
Supplemental Agreement and this Supplemental Agreement, excluding
the invalid or unenforceable term or condition or portion
thereof, shall continue to remain in full force and effect.

     23.  Headings.  The headings of the paragraphs of this
Supplemental Agreement have been set forth for ease of reference
only and shall not be used to construe or interpret the terms and
conditions of the Supplemental Agreement.

     24.  Entire Agreement.  This Supplemental Agreement, when
read in conjunction with the Original Agreement, represents the
total understanding between the parties.  Other than the Original
Agreement, there are not other agreements, representations, or
warranties, whether oral or written, respecting the subject
matter hereof.  This Supplemental Agreement may be amended or
modified only by written amendment signed by the parties.

                               -5-

<PAGE>



     IN WITNESS WHEREOF, the parties hereto have executed this
Supplemental Agreement as of the date of the last signature
hereto.


     SpaceCom:                               Customer:

     SPACECOM SYSTEMS, INC.,                 USA RADIO NETWORK
     a Delaware Corporation                  a Texas Corporation


     By: /s/                                 By:   /s/ Tom Tradup
         --------------------                    ----------------
                                                  Tom Tradup
     Title: Senior Vice President            Title: Vice President
     General Manager                         & General Manager

     Date:  1/15/99                          Date:  1/15/99

                               -6-

<PAGE>

                          APPENDIX ONE

                           DEFINITIONS


AS USED IN THIS AGREEMENT:

          a.   BACKHAUL - shall mean the method of delivering
Customer's signal(s) to the CIT for purposes of this contract,
whether by satellite or leased lines.

          b.   CIT - shall mean the Chicago International
Teleport, SpaceCom's satellite transmission facility in Monee,
Illinois.

          c.   DOWNLINK -shall mean equipment provided by
Customer and/or its customers for reception of the satellite
signals and demodulation of the signals provided by Customer.

          d.   FM QUAD - shall mean a DVB compliant, QPSK
modulated carrier.

          e.   FM QUAD CHANNEL - shall mean that channel
described at paragraph 5 of the Supplemental Agreement to which
this Appendix is attached.

          f.   FM QUAD TRANSPONDER - shall mean that Transponder
on Satellite GE3 on which FM Quad modulation techniques are used.

          g.   MODULATION INDEX (MI) - shall refer to subcarrier
with respect to its deviation of the main carrier.  MI is
determined by applying the following formula:

     MI = The peak deviation of the main carrier due o a given
subcarrier divided by the subcarrier's operating frequency.

          h.   OPERATING SPECIFICATIONS - shall mean those
operating specifications and access procedures for transmit earth
stations under Customer's direct control which use FM Quad
Transponder under this Supplemental Agreement.

          i.   SATELLITE TRANSPONDER PROVIDER - shall mean GE
American Communications or such other satellite provider designed
by SpaceCom in accordance with the terms of the Supplemental
Agreement.

          j.   SCPC - shall mean a single-channel-per-carrier
transmission method which has been designated for signal delivery
to the CIT.

          k.   FM Quad-Related SCPC CHANNEL - shall mean that
channel described at paragraph 6 of the Supplemental Agreement to
which this Appendix is attached.

          l.   SCPC TRANSPONDER - shall mean that transponder on
Satellite GE3 on which FM Quad-Related SCPC space has been
allocated.

          m.   TECHNICAL SPECIFICATIONS - shall mean the
technical specifications for the FM Quad and FM Quad-Related SCPC
Channels as presented in Exhibit II attached to the Supplemental
Agreement to which this Appendix is also attached (as such
Exhibit may be replaced by SpaceCom from time to time to reflect
any change in transponder and/or satellite in accordance with the
terms of the Supplemental Agreement).








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