EQUITY
RADIO
NETWORK   14605 N. Airport Dr., Suite 312, Scottsdale, AZ  85260
                    Phone:  602-483-8762; Fax: 602-483-8503


                 TRANSMISSION SERVICE AGREEMENT

This Agreement is effective as of _______________________, 1995,
by and between Equity Radio Network Inc., a Arizona corporation
having its principal office at 14605 N. Airport Dr., Suite 312,
Scottsdale, AZ  85260 ("ERN") and USA Radio Network at 2290
Springlake Rd., Suite 107, Dallas, Texas  75234 ("Customer").
For and in consideration of the promises and covenants set forth
in this Agreement, the parties hereby agree as follows:

1.   Primary ERN Services.

(a)  Subject to the terms and conditions of this Agreement, ERN
hereby agrees to provide to Customer, and Customer agrees to take
from ERN, full time 24 hours, 7 days a week, space segment and
audio uplink services on Satcom C-5, Transponder 15 DATS, 7.5 khz
audio Channel 10-0.

2.   Customers Responsibilities.

(a)  Customer understands that the quality of the original
broadcast signal will impact the final transmission quality.

3.   Charges and Payment.

(a)  The charges for the Primary Services described in Paragraph
1 above will be $10,695.00 per month.

(b)  The first month payment of $10,695.00 will be due before
service is started.

(c)  From time to time, ERN may buy back from the Customer
satellite time on their full time channel.  If ERN, so elects to
buy back the satellite time, it will be at a rate of $50.00 per
hour.  However, under no circumstance, is ERN responsible, liable
or required to buy back any time or is the Customer required to
sell back the time.

(d)  Payment for the monthly services shall be due on the 1st day
of the month in which service is to be provided.

(e)  Monthly bills will be rendered fifteen (15) days prior to
due date.  ERN will assess a late payment charge of 1.5 percent
per month compounded monthly on payments not received by the
payment due date or thirty (30) days after the date the bill is
received, whichever is later.  In addition, if any payment is not
received when due, ERN shall be entitled to give written notice
to Customer of ERN's intention to discontinue service.

(f)  If Customer fails to bring its account with ERN current
within fifteen (15) days after the date of receipt of such
written notice, ERN shall have the right to discontinue all
service to Customer without further notice and without liability
or penalty of any kind on account of such termination.  If
service under this Agreement is terminated due to Customer
nonpayment, service will be restored only when all outstanding
invoices, regardless of due date, have been paid, and continued
service thereafter will require that charges for the Primary
Services be paid in advance.

4.   Service Availability and Liability.

(a)  ERN shall not be responsible for monitoring the transmission
of Customer's programming signals for content or compliance with
FCC rules and regulations, or for any other purposes other than
transmission integrity assurance.

(b)  ERN shall not be responsible for any down time or other
interruption of facilities or services not provided by ERN; acts
of God or third parties or other causes beyond the reasonable
control of ERN.

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(c)  In the event of transmission interruption due to the failure
of ERN provided service, ERN will credit Customer on a prorated
basis for the actual outages in excess of five (5) minutes.

(d)  ERN agrees to use it's best efforts to provide the
facilities and services ordered herein.  However, ERN shall not
be responsible for the failure to provide said services and
facilities due to acts of God, labor disputes or any other
reasons beyond ERN reasonable control.

5.   Terms and Termination.

(a)  The Initial Term of service under this Agreement shall
commence on August 28, 1995 and shall continue for a period of
five years.  Service under this agreement is non-cancelable
except as provided in Paragraph 5(c) of this Agreement.

(b)  If Customer elects not to renew this Agreement at the end of
the Initial Term or a Renewal Term, Customer must deliver to ERN,
a written notice, at least sixty (60) days prior to the
expiration of such Initial or Renewal Term.

(c)  Customer may terminate this Agreement, without penalty, upon
thirty (30) days prior written notice if ERN fails to meet the
quality standards set forth in Paragraph 1 of this Agreement, and
fails to cure such failure within two (2) days of notice thereof.
If Customer cancels, for any reason other than the reason stated
within this Paragraph 5(c), Customer is responsible for the
remaining balance of the Service Order.

(d)  If for any reason, ERN defaults on their contract with GE
American Communications, the supplier of the above channel
described in Paragraph l(a), GE American Communications has
specified in their contract with ERN that USA Radio Network can
assume the life of the contract for the channel at the rate of
$10,695.00 per month.

6.   Third Party Requirements.

(a)  The. parties acknowledge and agree that, in providing
satellite transmission services, ERN will be required to operate
in accordance with the practices and procedures of the carrier
from whom satellite Transponder space or other transmission
facilities are utilized, and to the extent carrier practices and
procedures are inconsistent with the terms of this Agreement such
practices and procedures will control ERN performance hereunder.

(b)  The satellite uplink transmission service to be provided by
ERN under this Agreement are subject to regulation by the Federal
Communications Commission (the "FCC").

7.   Miscellaneous.

(a)  Payment of the charges set forth in this Agreement entitles
Customer to receive only the services expressly described in this
Agreement as being covered by such charges, and all other extra
or additional services which Customer may wish to obtain from ERN
shall only be supplied to Customer at prices and on such other
terms as may be agreed to between the parties.

(b)  Customer will indemnify and hold ERN harmless from and
against any and all claims, losses, liabilities, direct or
consequential damages, costs and expenses, including reasonable
attorney's fees, arising out of or related to the content of
Customer's programming or other material furnished by Customer
hereunder, including without limitation any claim for libel,
slander or infringement of copyright.  This indemnification shall
survive any termination of this Agreement.

(c)  Insofar as not inconsistent with Paragraph 7(b) above, ERN
will indemnify and hold Customer harmless from and against any
and all claims, losses, liabilities, damages, costs and expenses,
including reasonable attorney's fees, arising out of or relating
to the activities of ERN or its agents and employees in
transmitting Customer's programming, including but not limited to
failure to maintain necessary licenses or interference with a
third party's transmissions.  This indemnification shall survive
any termination of this Agreement.

(d)  Neither party has any authority to make any statement,
representation, warranty or other commitment on behalf of the
other party, and this Agreement does not create any agency,
employment, partnership, joint venture or similar relationship
between the parties.

(e)  Neither party may assign any rights or obligations under
this Agreement without the prior written consent of the other
party, such consent is not to be unreasonably withheld, provided,
however, that either party may assign its rights hereunder
without the consent of the other party to any entity with which
it may be merged or consolidated or which acquires all or
substantially all of its assets, provided that such entity agrees
to writing to assume all of the obligations of Customer or ERN,
as the case may be, under this Agreement.

(f)  All notices which either party may be required or desire to
give to the other party under this Agreement shall be given by
personal service or by registered or certified mail, return
receipt requested, addressed to such party at its respective
address as set forth at the beginning of this Agreement, or to
such other address as a party may hereafter designate by proper
written notice to the other party.

(g)  No waiver of any breach of this Agreement shall constitute a
waiver of any other breach of the same or any other provision of
the Agreement, and no waiver shall be effective unless made in
writing.  In the event that any provisions of this Agreement
shall be judged illegal or unenforceable by a court of competent
jurisdiction, such provision shall be severed and the entire
Agreement shall not fail but the balance of this Agreement shall
continue in full force and effect.

(h)  Customer and ERN acknowledge that they have read this entire
Agreement and that this Agreement constitutes the entire
understanding and contract between the parties hereto, and
supersedes any and all prior or contemporaneous oral or written
communications with respect to the subject matter hereof, all of
which are merged herein.  This Agreement shall not be modified,
amended or in any way altered except by an instrument in writing
signed by both of the parities hereto.

WHEREFORE, this Agreement shall take effect as of the date first
written above when it has been executed below on each of two
copies of duly authorized representatives of each party hereto.

EQUITY RADIO NETWORK, INC.



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DATE:
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USA RADIO NETWORK, INC.


/s/ David F. Reeder
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DAVID F. REEDER
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V.P./General Manager
USA Radio Network
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DATE:          August 16, 1995
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