NationsBank, N.A.

Demand Note

Customer #4607198

Date  September 30, 1998
[ ] NEW     [X] Renewal
Amount $100,000.00
=================================================================
Bank:                                 Borrower:


NationsBank, N.A.
Banking Center:                       USA Radio Network, Inc.
     Irving Banking Center            2290 Springlake Rd.,
     2520 W. Irving Blvd.             Suite 107
     Irving, TX  75061                Dallas, TX  75234-5874

     County:  Dallas                  County:  Dallas
=================================================================

FOR VALUE RECEIVED, on Demand, the undersigned Borrower
unconditionally (and jointly and severally, if more than one)
promises to pay to the order of Bank, its successors and assigns,
without setoff, at its offices identified above, or at such other
place as Bank designates, the principal amount of ONE HUNDRED
THOUSAND DOLLARS AND NO/100 ($100,000.00), or so much thereof as
may be advanced from time to time in immediately available funds,
together with interest computed daily on the outstanding
principal balance hereunder, at an annual interest rate, and in
accordance with the payment schedule, indicated below.

1.   RATE.

PRIME RATE.  The Rate shall be the Prime Rate, Plus 1.00 percent,
per annum.  The "Prime Rate" is the fluctuating rate of interest
established by Bank from time to time, at its discretion, whether
or not such rate shall be otherwise published.  The Prime Rate is
established by Bank as an index and may or may not at any time be
the best or lowest rate charged by Bank on any loan.

Notwithstanding any provision of this Note, Bank does not intend
to charge and Borrower shall not be required to pay any amount of
interest or other charges that exceed the maximum permitted by
applicable law Borrower agrees that during the full term hereof,
the maximum lawful interest rate for this Note as determined
under Texas law shall be the indicated rate ceiling as specified
in Section 304.002 Tex.  Finance Code.  Further, to the extent
that any other lawful rate ceiling exceeds the rate ceiling so
determined then the higher rate ceiling shall apply.. Any payment
in excess of such maximum shall be refunded to Borrower or
credited against principal, at Bank's option.

2.   ACCRUAL METHOD.  Interest will be calculated by the 365/360
day method (a daily amount of interest is computed for a
hypothetical year of 360 days; that amount is multiplied by the
actual number of days for which any principal is outstanding
hereunder).

3.   PAYMENT SCHEDULE.  All payments received hereunder shall be
applied first to the payment of any expense or charges payable
hereunder or under any other loan documents executed in
connection with this Note, then to interest due and payable, with
the balance applied to principal, or in such other order as Bank
shall determine at its option.

Principal shall be paid on demand.  Interest thereon shall be
paid MONTHLY, commencing on October 30,1998, and continuing on
the last day of each successive month, quarter or other period
(as applicable) thereafter, with a final payment of all unpaid
interest at the same time as the principal is paid.

4.   REVOLVING FEATURE.  Borrower may borrow, repay and reborrow
hereunder at any time, up to a maximum aggregate amount
outstanding at any one time equal to the principal amount of this
Note, provided that the borrowings hereunder do not exceed any
borrowing base or other limitation on borrowings by Borrower.
Bank shall incur no liability for its refusal to advance funds
based upon its determination that any conditions of such further
advances have not been met.  Bank records of the amounts borrowed
from time to time shall be conclusive proof thereof.

AUTOMATIC PAYMENT.   Borrower has elected to authorize Bank to
effect payment of sums due under this Note by means of debiting
Borrower's account number _____________________. This
authorization shall not affect the obligation of Borrower to pay
such sums when due, without notice, if there are insufficient
funds in such account to make such payment in full on the due
date thereof, or if Bank fails to debit the account.

5.   WAIVERS, CONSENTS AND COVENANTS.  Borrower, and any indorser
or any other party to this Note (individually an "Obligor" and
collectively "Obligors") and each of them jointly and severally:
(a) waive presentment, demand, protest, and any notice required
to be given under the law in' connection with the delivery,
acceptance, performance, or enforcement of this Note, or any
other note or other loan documents now or hereafter executed in
connection with any obligation of Borrower to Bank (the "Loan

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Documents"); (b) consent to all delays, extensions, renewals or
other modifications of the Loan Documents, or waivers of any
provisions of the Note or the Loan Documents, or Bank's release
or discharge of any such party, or release, substitution or
exchange of any security for the payment of this Note, or Bank's
failure to act, or any indulgence shown by Bank and agree that no
such action, failure to act or failure to exercise any right or
remedy by Bank shall in any way affect the obligations of any
such party or be construed as a waiver by Bank of, or otherwise
affect, any of Bank's rights under this Note, or under any of the
Loan Documents; and (c) agree to pay, on demand, all costs and
expenses of collection or defense of this and/or the enforcement
or defense of Bank's rights with respect to, or the
administration, supervision, preservation, or protection of, or
realization upon, any property securing payment hereof,
including, without limitation, reasonable attorney's fees related
to any suit, mediation or arbitration proceeding, out of court
payment agreement, trial, appeal, bankruptcy proceedings or other
proceeding, in such amount as may be determined reasonable by an
arbitrator or court as appropriate.

6.   FINANCIAL STATEMENTS AND OTHER INFORMATION.  Until full
payment and performance of all obligations of Borrower under this
Note, Borrower will, unless Bank consents otherwise in writing
(and without limiting any requirement of any other Loan Document)
maintain a system of accounting satisfactory to Bank and in
accordance with GAAP applied on a consistent basis throughout the
period involved, permit Bank's officers or authorized
representatives to visit and inspect Borrower's books of account
and other records at such reasonable times and as often as Bank
may desire, and pay the reasonable fees and disbursements of any
accountants or other agents of Bank selected by Bank for the
foregoing purposes.  Unless written notice of another location is
given to Bank, Borrower's books and records will be located at
Borrower's chief executive office set forth above.  In addition,
Borrower will furnish to Bank (i) annual financial statements of
Borrower for each fiscal year of Borrower, within 150 days after
the close of each such fiscal year, prepared in form and content
acceptable to Bank by independent certified public accountants
acceptable to Bank; and (ii) internally prepared financial
statements (including a balance sheet and profit and loss
statement) of Borrower for each quarter of each fiscal year of
Borrower, within 90 days after the close of each such period in
form and content acceptable to Bank.

7.   DEMAND NOTE.  The Borrower acknowledges and agrees that this
Note is payable immediately upon demand by the Bank, and that the
recitation of defaults in any of the Loan Documents is intended
merely to provide examples of events which may result in the Bank
making demand for payment hereunder.  Under no circumstances
shall the Bank's demand for payment be conditioned upon the
existence or non-existence of any event of default contained in
any of the Loan Documents or any other circumstance, including he
imposition of any condition or duty, such as a duty of good faith
or a duty to demand only upon the existence of an event of
default contained in any of the Loan Documents.  The Bank shall
at all times be entitled to demand payment of all or any portion
of the amounts due and owing under this Note at any time and from
time to time in its sole and absolute discretion, without prior
notice to or consent of the Borrower or any other Obligor.

8.   REMEDIES AFTER DEMAND.  If this Note is not paid upon
demand, (a) the entire balance outstanding under this Note and
all other obligations of any Obligor to Bank shall, at the option
of Bank, become immediately due and payable and any obligation of
Bank to permit further borrowing under this Note shall
immediately cease and terminate, and/or (b) to the extent
permitted by law, the rate of interest on the unpaid principal
shall be increased at Bank's discretion up to the maximum rate
allowed by law, or if none, 25% per annum (the "Post Demand
Rate").  Imposition of a Post Demand Rate shall not extend the
time for any payment on this Note.  At Bank's option, any accrued
and unpaid interest, fees or charges may, for purposes of
computing and accruing interest on a daily basis after demand, be
deemed to be a part of the principal balance, and interest shall
accrue on a daily compounded basis after demand at the Post
Demand Rate provided in this Note until the entire outstanding
balance of principal and interest is paid in full.  Whenever
demand is made under this Note, Bank is authorized at any time,
at its option and without notice or demand, to set off and charge
against any deposit accounts of any Obligor (and against any
money, instruments, securities, documents, chattel paper,
credits, claims, demands, income and any other property, rights
and interests of any Obligor), which come into the possession or
custody or under the control of Bank or any of its agents,
affiliates or correspondents, all obligations due under this
Note.  Additionally, Bank shall have all rights and remedies
available under each of the Loan Documents, as well as all rights
and remedies available at law or in equity.

9.   NON-WAIVER.  Bank's failure to exercise any option or any
other right under this Note is not a waiver of that right or
option, and will not bar Bank's exercise of any options or rights
at a later date.  All rights and remedies of Bank are cumulative
and may be pursued singly, successively or together, at Bank's
option.  Bank's acceptance of any partial payment is not a waiver
of any of Bank's rights under this Note.  Any waiver of Bank's
rights and any modification of this Note must be in writing and
duly signed on behalf of Bank; any such waiver shall apply only
to the specific instance involved, and will not impair the rights
of Bank or the obligations of Obligors to Bank in any other
respect or at any other time.

10.  APPLICABLE LAW, VENUE AND JURISDICTION.  Borrower agrees
that this Note shall be deemed to have been made in the State of
Texas at Bank's address indicated at the beginning of this Note
and shall be governed by, and construed in accordance with, the
laws of the State of Texas and is performable in the City and
County of Texas indicated at the beginning of this Note.  In any
litigation in connection with or to enforce this Note or any
endorsement or Guaranty of this Note or any Loan Documents,
Obligors, and each of them, irrevocably consent to and confer
personal jurisdiction on the courts of the State of Texas or


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the United States courts located within the State of Texas.
Nothing contained herein shall, however, prevent Bank from
bringing any action or exercising any rights within any other
state or jurisdiction or from obtaining personal jurisdiction by
any other means available under applicable law.

11.  PARTIAL INVALIDITY.  The unenforceabilitv or invalidity of
any provision of this Note shall not affect the enforceability or
validity of any other provision of this Note and the invalidity
or unenforceability of any provision of this Note to any person
or circumstance shall not affect the enforceability or validity
of such provision to any other persons or circumstances.

12.  BINDING EFFECT.  This Note shall be binding upon and inure
to the benefit of Borrower, Obligors and Bank and their
respective successors, assigns, heirs and personal
representatives, but no obligations of Borrower or Obligors
hereunder can be assigned without prior written consent of Bank.

13.  CONTROLLING DOCUMENT.  To the extent that this Note
conflicts with or is in any way incompatible with any other
document related specifically to the loan evidenced by this Note,
this Note shall control over any other such document, and if this
Note does not address an issue, then each other such document
shall control to the extent that it deals most specifically with
that issue.

14.  YEAR 2000 REPRESENTATIONS AND WARRANTIES.

     (A)  Borrower has (i) begun analyzing the operations of
Borrower and its subsidiaries and affiliates that could be
adversely affected by failure to become Year 2000 compliant (that
is, that computer applications, imbedded microchips and other
systems will be able to perform date-sensitive functions prior to
and after' December 31, 1 999) and; (ii) developed a plan for
becoming Year 2000 compliant in a timely manner, the
implementation of which is on schedule in all material respects.
Borrower reasonably believes that it will become Year 2000
compliant for its operations and those of its subsidiaries and
affiliates on a timely basis except to the extent that a failure
to do so could not reasonably be expected to have a material
adverse effect upon the financial condition of the Borrower.

     (B)  Borrower reasonably believes any suppliers and vendors
that are material to the operations of Borrower or its
subsidiaries and affiliates will be Year 2000 compliant for their
own computer applications except to the extent that a failure to
do so could not reasonably be expected to have a material adverse
effect upon the financial condition of Borrower.

     (C)  Borrower will promptly notify Bank in the event
Borrower determines that any computer application which is
material to the operations of Borrower, its subsidiaries or any
of its material vendors or suppliers will not be fully Year 2000
compliant on a timely basis, except to the extent that such
failure could not reasonably be expected to have a material
adverse effect upon the financial condition of Borrower.

15.  ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE
PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF
OR RELATING TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY
RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS, INCLUDING ANY CLAIM
BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY
BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES
OF PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL
DISPUTES OF J.A.M.S./ENDISPUTE OR ANY SUCCESSOR THEREOF
("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW.  IN THE
EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL.
JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION.  ANY PARTY TO THIS INSTRUMENT, AGREEMENT OR
DOCUMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED
PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO
WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION
OVER SUCH ACTION.

     (A)  SPECIAL RULES.  THE ARBITRATION SHALL BE CONDUCTED IN
THE COUNTY OF ANY BORROWER'S DOMICILE AT THE TIME OF THE
EXECUTION OF THIS INSTRUMENT, AGREEMENT OR DOCUMENT AND
ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE
ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL
SERVE.  ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS
OF THE DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL
ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

     (B)  RESERVATION OF RIGHTS.  NOTHING IN THIS ARBITRATION
PROVISION SHALL BE DEEMED TO (i) LIMIT THE APPLICABILITY OF ANY
OTHERWISE APPLICABLE STATUTES OF LIMITATION OR REPOSE AND ANY
WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR DOCUMENT; OR
(ii) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR
(iii) LIMIT THE RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP
REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE
AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL,

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<PAGE>

 OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES
SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF
POSSESSION OR THE APPOINTMENT OF A RECEIVER.  BANK MAY EXERCISE
SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN
SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER
THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO
THIS INSTRUMENT, AGREEMENT OR DOCUMENT.  NEITHER THIS EXERCISE OF
SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN
ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL
CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE
CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

Borrower represents to Bank that the proceeds of this loan are to
be used primarily for business, commercial or agricultural
purposes.  Borrower acknowledges havinc3 read and understood, and
agrees to be bound by, all terms and conditions of this Note and
hereby executes this Note under seal as of the date here above
written.

NOTICE OF FINAL AGREEMENT.  THIS WRITTEN PROMISSORY NOTE
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.

Bank                            Corporate or Partnership Borrower

NationsBank, N.A.               USA Radio Network, Inc.



By: /s/ John Richardson         By: /s/ Robert M. Maddoux
    -----------------------        -------------------------
Name:  John Richardson          Name:  Robert M. Maddoux

Title: Assistant Vice           Title:    President
      President


                                /s/
                                Attest (if Applicable)

                                [Corporate Seal]




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