EXHIBIT 4(f)










                          FIFTH MODIFICATION AGREEMENT
                          ----------------------------
FIFTH MODIFICATION  AGREEMENT  ("AGREEMENT")  ENTERED INTO AS OF THE 11TH DAY OF
JUNE,  2001 BY AND BETWEEN  KABLE NEWS COMPANY,  INC.,  AN ILLINOIS  CORPORATION
("BORROWER"),  AMREP CORPORATION, AN OKLAHOMA CORPORATION ("PARENT"), KABLE NEWS
EXPORT,  LTD., A DELAWARE  CORPORATION,  KABLE NEWS  COMPANY OF CANADA LTD.,  AN
ONTARIO,  CANADA  CORPORATION,  KABLE  NEWS  INTERNATIONAL,   INC.,  A  DELAWARE
CORPORATION,  KABLE FULFILLMENT SERVICES OF OHIO, INC., A DELAWARE  CORPORATION,
DISTRIBUNET  INC.,  A DELAWARE  CORPORATION  AND  MAGAZINE  CONNECTION  INC.,  A
DELAWARE  CORPORATION  (COLLECTIVELY  REFERRED TO HEREIN AS  "SUBSIDIARIES"  AND
BORROWER,  PARENT AND SUBSIDIARIES COLLECTIVELY REFERRED TO HEREIN AS "BORROWING
PARTIES"),  AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO INDIVIDUALLY
AND AS AGENT ("AGENT") FOR HELLER FINANCIAL, INC. ("HELLER"),  FIFTH THIRD BANK,
CHICAGO FORMERLY KNOWN AS OLD KENT BANK ("FIFTH  THIRD"),  NATIONAL CITY BANK OF
MICHIGAN/ILLINOIS  ("NATIONAL  CITY")  AND FIRST  BANK  ("FIRST  BANK")  (AGENT,
HELLER,  FIFTH  THIRD,  NATIONAL  CITY AND FIRST BANK  COLLECTIVELY  REFERRED TO
HEREIN AS "LENDERS")
                               W I T N E S S E T H
                               - - - - - - - - - -
WHEREAS,  Borrower has executed that certain Loan Agreement  dated September 15,
1998 as modified by that certain Modification  Agreement ("First  Modification")
dated  July  7,  1999,  that  certain  Second  Modification  Agreement  ("Second
Modification")  dated June 29, 2000, that certain Third  Modification  Agreement
("Third   Modification")  dated  December  15,  2000  and  that  certain  Fourth
Modification  Agreement ("Fourth  Modification") dated March 16, 2001 (the "Loan
Agreement") relating to certain Loans ("Loans") made by Lenders to Borrower,  to
wit,  a  certain  Forty  Million  and  No/100  Dollar  ($40,000,000.00)  Secured
Revolving Credit Facility, a certain One Million Two Hundred Thousand and No/100
Dollar ($1,200,000.00)  Secured Term Loan and a certain One Million Five Hundred
Thousand and No/100 Dollar ($1,500,000.00) Secured Term Loan; and

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     WHEREAS,  the  Loans are  evidenced  by Notes  (the  "Notes")  executed  by
Borrower and delivered to the Lenders; and

     WHEREAS,  in connection  with the Loans,  Borrower and each Subsidiary have
executed and delivered certain Security Agreements ("Security Agreements"); and

     WHEREAS, in connection with the Loans,  Borrower has executed and delivered
that certain Trademark Collateral  Assignment and Security Agreement ("Trademark
Assignment"); and

     WHEREAS,  in connection  with the Loans,  Parent and each  Subsidiary  have
executed and delivered those certain Guaranties ("Guaranties"); and

     WHEREAS,  in connection  with the Loans,  Parent has executed and delivered
that certain Stock Pledge Agreement ("Stock Pledge"); and

     WHEREAS,  Borrower  has failed to comply  with  Section  6.24.2 of the Loan
Agreement (the "Financial  Covenant Non  Compliance") and Lenders have granted a
limited waiver of the Financial  Covenant Non Compliance  pursuant to the Fourth
Modification and at the time of the execution of the Fourth  Modification  there
was also  executed by Borrower  and  delivered  to Lender a certain  Note Pledge
Agreement ("Note Pledge  Agreement")  dated March 16, 2001 pledging to Agent for
the ratable  benefit of the Lenders  that certain  Note  ("Pledged  Note") dated
March 16, 2001 in the  original  principal  amount of Four  Million Four Hundred
Thousand and No/100  Dollars  ($4,400,000.00)  executed by Parent and payable to
Borrower (the Loan Agreement, Notes, Security Agreements,  Trademark Assignment,
Guaranties,  Stock Pledge Agreement and Note Pledge Agreement  together with the
First   Modification,    Second   Modification,   Third   Modification,   Fourth
Modification,  this Agreement and the herein defined  Additional  Loan Documents
are collectively referred to herein as the "Loan Documents"); and

     WHEREAS, subsequent to the execution of the Fourth Modification,  Borrowing
Parties  and  Agent  on  behalf  of  the  Lenders  have  executed  that  certain
Forbearance Agreement ("Forbearance Agreement") dated April 30, 2001 which among
other matters  provided that Lenders  would  forbear from  exercising  all their
rights and remedies  under the Loan  Documents as a result of certain  "Existing
Defaults" as defined in the  Forbearance  Agreement for a limited period of time
but for no later than May 31, 2001 (the "Forbearance Period"); and

     WHEREAS the  Forbearance  Period has now expired and Lenders and  Borrowing
Parties are desirous of setting forth the terms of their continued  relationship
as borrower and lenders as restructured and modified (the "Loan  Restructuring")
in accordance with and on the conditions as set forth herein.

     NOW  THEREFORE,  in  consideration  of the mutual  premises  of the parties
hereto,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,

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     IT IS AGREED:

     1. Preambles. The preambles to this Agreement are fully incorporated herein
by this  reference  thereto  with the same force and  effect as though  restated
herein.

     2.  Defined  Terms.  To the  extent  not  otherwise  defined  herein to the
contrary, all capitalized terms and/or phrases used in this Agreement shall have
the respective meanings assigned to them in the Loan Documents.

     3. Continued Loan  Relationship and Loan  Restructuring.  Borrowing Parties
and Lenders  hereby agree that they will  continue  their loan  relationship  in
accordance with the Loan Documents conditioned however on:

          (a) An amendment of the Loan Documents which restructures the terms of
     the Loans as set forth hereafter in this Agreement,

          (b) The delivery by Borrowing Parties of the Additional Loan Documents
     as set forth in Paragraph 4 hereof, and

          (c)  Borrowing  Parties  compliance  with  all  the  other  terms  and
     conditions of this Agreement.

     4. Additional Loan Documents. Borrowing Parties will execute and deliver or
cause the following  documents (the "Additional Loan Documents") to be delivered
to Agent on behalf of the Lenders in a form and content  acceptable to Agent and
its counsel:

          Contemporaneously with the execution of this Agreement:

          (a) Mortgage or Deed of Trust (the "Colorado Mortgage")  encumbering a
     certain  parcel of vacant land,  located in Douglas  County,  Colorado (the
     "Colorado  Property")  executed by Amrepco,  Inc.,  a Colorado  corporation
     ("Amrepco").

          (b) Collateral  Assignment ("Amrepco  Assignment") of all right, title
     and  interest  of Amrepco  under (i) that  certain  Escrow  Agreement  (the
     "Collateral  Escrow  Agreement")  relating  to the  sale  of  the  Colorado
     Property to Penrose Island Development, LLC ("Penrose"),  (ii) that certain
     Purchase and Sale Agreement  ("Colorado  Sale  Agreement")  dated April 27,
     2001 and all amendments  thereto  between  Amrepco and Scott L. Carlson and
     subsequently assigned by Scott L. Carlson to Penrose and (iii) that certain
     note dated April 30, 2001 in the original  principal  amount of Six Million
     Nine   Hundred   Seventy   Thousand   Four   Hundred  and  No/100   Dollars
     ($6,970,400.00)  executed by Penrose and payable to Amrepco and  collateral
     assignment  of deed of trust  relating  to the  Pledged  Note  executed  by
     Amrepco ("Deed of Trust Assignment").

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          (c) ALTA mortgage loan policy from a title company acceptable to Agent
     insuring  the lien of the Colorado  Mortgage on the Colorado  property in a
     form and content acceptable to Agent and its counsel.

          (d)  ALTA  survey  of the  Colorado  Property  in a form  and  content
     acceptable to Agent and its counsel.

          (e) Mortgage or Deed of Trust and  Assignment of Rents (the  "Illinois
     Mortgage")   encumbering   those   certain   parcels  of  real  estate  and
     improvements  thereon  located  in Ogle  County,  Illinois  (the  "Illinois
     Property") executed by Borrower.

          (f)  Mortgage  or Deed of Trust and  Assignment  of Rents  (the  "Ohio
     Mortgage")   encumbering   those   certain   parcels  of  real  estate  and
     improvements  thereon located in Marion County,  Ohio (the "Ohio Property")
     executed  by  Kable   Fulfillment   Services  of  Ohio,  Inc.,  a  Delaware
     corporation ("Fulfillment").

          (g) Environmental  report in a form and content acceptable to Agent on
     the Colorado Property.

          (h)  UCC-1  Financing   Statements  executed  by  Amrepco,   Borrower,
     Fulfillment  and  Magazine  Connection  Inc.  ("Connection"),   a  Delaware
     corporation relating to the Amrepco Assignment, Colorado Mortgage, Illinois
     Mortgage,  Ohio  Mortgage,  as  well  as the  Amendment  of  the  Trademark
     Assignment  and  Trademark  Assignment  Agreement  described in (l) and (m)
     below.

          (i) Consent Letter from Wells Fargo  addressed to Agent  consenting to
     the transfer by Amrepco of Four  Million  Four Hundred  Thousand and No/100
     Dollars  ($4,400,000.00)  from the  proceeds  of the  sale of the  Colorado
     Property  to Parent  free and clear of any claim of Wells  Fargo for use in
     satisfying  in full the  payment of the Parent  Note as defined in the Loan
     Agreement.

          (j) Flood  Plain  Certificates  for the  Colorado  Property,  Illinois
     Property and Ohio Property.

          (k) UCC-1 Financing  Statements  executed by Magazine  Connection Inc.
     for filing in Illinois and Texas.

          (l)  Amendment  of the  Trademark  Assignment  executed by Borrower to
     reflect the addition of a new trademark to wit "Magazine Connection".

          (m) Trademark Assignment Agreement executed by Connection.

          (n) Copies of all documents of record affecting the Colorado Property.

          (o)  Certificates  of insurance  showing Agent as mortgagee and lender
     loss payee relating to the Ohio Property and Illinois Property.

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          (p)   Environmental   Indemnity   Agreements   executed  by  Borrower,
     Fulfillment and Amrepco  relating to the Illinois  Property,  Ohio Property
     and Colorado Property respectively.

          (q)  Corporate  certificates  with  attached  (i)  certified  copy  of
     Articles of Incorporation,  (ii) By-laws,  (iii) certificate of incumbency,
     (iv) current good standing  certificate  and (v) corporate  resolutions for
     all Borrowing Parties and Amrepco.

          (r) Opinion letters from counsel to Borrowing Parties and Amrepco in a
     form and content acceptable to Agent and its counsel.

          And by no later than July 15, 2001:

               (i) ALTA mortgagee loan policy from a title company acceptable to
          Agent  insuring  the lien of the  Illinois  Mortgage  on the  Illinois
          Property in a form and content acceptable to Agent and its counsel.

               (ii) ALTA Survey of the  Illinois  Property in a form and content
          acceptable to Agent and its counsel.

               (iii) ALTA Loan Policy from a title  company  acceptable to Agent
          insuring the lien of the Ohio  Mortgage on the Ohio Property in a form
          and content acceptable to Agent and its counsel.

               (iv)  ALTA  Survey  of the Ohio  Property  in a form and  content
          acceptable to Agent and its counsel.

               (v) Current UCC, tax and judgment lien searches for all Borrowing
          Parties and Amrepco showing no matters unacceptable to Agent.

               (vi)  Environmental  reports in a form and content  acceptable to
          Agent on the Illinois Property and Ohio Property.

               (vii) Copies of all  documents of record  affecting  the Illinois
          Property.

               (viii)  Copies  of all  documents  of record  affecting  the Ohio
          Property.

     5.  Modification  of Loan  Agreement.  It is  hereby  agreed  that the Loan
Agreement be and hereby is modified as follows  effective as of the date of this
Agreement:

          (a) The definition of "Facility  Termination  Date" is hereby restated
     to read:

               "Facility  Termination Date" means July 31, 2001.  However,  said
               Facility  Termination  Date  will be  automatically  extended  to
               (i) September 30,  2001 if by no later  than July 31,  2001,  the
               principal   balance  of  the  Revolving   Loan   outstanding   is
               permanently  reduced to Twenty Five Million Six Hundred  Thousand
               and  No/100  Dollars  ($25,600,000.00),   and  further  extended,


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               (ii) to  May 1,  2002 if by no  later  than  September 30,  2001,
               Parent has repaid the full principal  amount of Four Million Four
               Hundred  Thousand and No/100 Dollars  ($4,400,000.00)  due on the
               Parent Note to Borrower ("Parent  Repayment") and the full amount
               of said Parent  Repayment  has been paid to Agent for the ratable
               benefit of all Lenders to reduce the then  outstanding  principal
               balance of the Revolving Loan."

          (b) The definition of "Revolving  Loan  Commitment" is hereby restated
     to read:

               "Revolving Loan  Commitment"  means that portion of the Aggregate
               Commitment  equal  to  (i) Thirty   Million  and  No/100  Dollars
               ($30,000,000.00)  for the period commencing June 11,  2001 to and
               including July 30, 2001 ("First Period") but permanently  reduced
               to Twenty Five Million Six Hundred  Thousand  and No/100  Dollars
               ($25,600,000.00)  on the day of  receipt  by  Agent  of the  full
               Parent  Repayment if said Parent Repayment is received during the
               First Period;  (ii) Twenty  Five Million Six Hundred Thousand and
               No/100 Dollars ($25,600,000.00) for the period from July 31, 2001
               to  December  30,  2001  ("Second  Period");  (iii) Twenty  Three
               Million Five Hundred Thousand and No/100 Dollars ($23,500,000.00)
               for the period from  December  31, 2001 to April 29, 2002 ("Third
               Period");  and  (iv) Twenty  Million  Five  Hundred  Thousand and
               No/100  Dollars  ($20,500.000.00)  for the period  from April 30,
               2002 and at all times thereafter  ("Fourth Period").  The amounts
               of the Revolving  Loan  Commitment  stated in the Second  Period,
               Third Period and Fourth Period above shall all  automatically  be
               permanently  reduced by Five Hundred  Thousand and No/100 Dollars
               ($500,000.00)  upon  receipt by  Borrower  of the  Imaging  Lease
               Financing."

          (c) The following  additional  definitions are hereby added to Article
     I:

               "Imaging  Project"  means the  acquisition by Borrower of certain
               Banctec  Transports,  file  servers,  workstations,  licenses and
               professional services and other miscellaneous costs not to exceed
               in the aggregate  One Million Nine Hundred  Forty Seven  Thousand
               and No/100 Dollars ($1,947,000.00.)"

               "Imaging  Lease   Financing"   means  receipt  of  funds  from  a
               third-party lender or lenders for lease or conventional financing
               for a portion of the Imaging Project in an aggregate amount of at
               least One  Million  Four  Hundred  Thousand  and  No/100  Dollars
               ($1,400,000.00)."

               "Parent  Note"  means  that  certain  Note dated  March 16,  2001
               executed by Parent payable to Borrower in the original  principal
               amount of Four Million Four Hundred  Thousand and No/100  Dollars
               ($4,400,000.00)."

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          (d) Section 2.17 of the Loan Agreement is hereby restated to read:

               "2.17  Limitation on Outstanding  Amount of Revolving Loan. At no
               time shall the  outstanding  amount of the Revolving  Loan exceed
               the  lesser  of  (x) the  then  Revolving   Loan   Commitment  or
               (y) (i) for  the  period  from  June 11,  2001 to the date of the
               receipt of the Parent  Repayment by Agent eighty percent (80%) of
               the Eligible Accounts, (ii) from the date of the receipt by Agent
               of the  Parent  Repayment  to  December  30,  2001,  seventy-five
               percent   (75%)  of  the  Eligible   Accounts,   and   (iii) from
               December 31,  2001 through May 1,  2002, seventy percent (70%) of
               the Eligible Accounts."

          (e) The following  sentence is hereby added to Section  6.1(ii) of the
     Loan Agreement:

               "Said interim monthly financial  statements shall include monthly
               balance  sheets,  profit  and  loss  statements,  and  cash  flow
               statements prepared in accordance with GAAP (but without the full
               footnotes GAAP calls for) and a direct gross margin  contribution
               report by line of business for the Borrower and each Subsidiary."

          (f) In  addition  to all other  reporting  requirements  contained  in
     Section  6.1 of the Loan  Agreement,  the  following  additional  reporting
     requirement is hereby added:

               "(xv)  Within  twenty-five  (25)  days of the end of each  fiscal
               quarter of  Borrower,  a  financial  report on the results of the
               Investments,  as  defined in the  Second  Modification  Agreement
               dated June 29, 2000 in a form and content acceptable to Agent."

          (g) Section  6.14(vii)  of the Loan  Agreement  is hereby  restated to
     read:

               "(vii) Loans to publishers  evidenced by  promissory  notes which
               shall bear  interest on the unpaid  principal  balance as well as
               advances or loans to  publishers  for movie  tie-ins  even if not
               evidenced by a promissory  note but all of which shall not exceed
               One   Million   Five   Hundred   Thousand   and  No/100   Dollars
               ($1,500,000.00) in the aggregate.  The name of each publisher and
               the  amounts of said loans or  advances  shall be included in the
               monthly  Compliance  Certificate  required to be delivered  under
               Section 6.1(x) hereof."

          (h) The  phrase  "(a) may  pay to the Parent on a  quarterly  basis an
     amount not to exceed fifty percent (50%) of the Borrower's Consolidated Net
     Income after  provision for income taxes for the preceding  fiscal quarter,
     as shown on the Borrower's financial statements, provided, however, that at
     the end of any fiscal year the aggregate of such  quarterly  payments shall
     not exceed fifty percent (50%) of the  Borrower's  Consolidated  Net Income
     after  provision  for income taxes for such fiscal year" is hereby  deleted
     from Section 6.10 of the Loan Agreement.

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          (i) Section  6.14(viii)  of the Loan  Agreement is hereby  restated to
     read:

               "(viii)  Loans  or  advances  to  Parent  or  any  Affiliate  not
               exceeding in the  aggregate  (x) One Hundred  Thousand and No/100
               Dollars  ($100,000.00)  plus  (y) the  principal  balance  of the
               Parent Note until  repaid,  plus (z) amounts  lent or advanced to
               the Parent to pay state and  federal  taxes  attributable  to its
               ownership of Borrower and Subsidiaries."

          (j) Section 6.24.2 of the Loan Agreement is hereby restated to read:

               "6.24.2  Consolidated  Cash  Flow  Coverage.  The  Borrower  will
               maintain a Consolidated  Cash Flow Coverage Ratio calculated on a
               trailing  twelve month basis at all times equal to the  following
               ratios for the periods indicated:

                    Period                                        Ratio

               From May 31, 2001 to                      Not less than .6 to 1.
               July 31, 2001

               From August 1, 2001 to                    Not less than .65 to 1.
               September 30, 2001

               From October 1, 2001 to                   Not less than .75 to 1.
               November 30, 2001

               From December 1, 2001 to                  Not less than .85 to 1.
               December 31, 2001

               From January 1, 2002 to                   Not less than 1.5 to 1.
               March 31, 2002

               From April 1, 2002 to                     Not less than 2. to 1."
               May 1, 2002

          (k) Section 6.24.3 of the Loan Agreement is hereby restated to read:

               "6.24.3  Consolidated  Tangible  Net  Worth.  The  Borrower  will
               maintain the following  minimum  Consolidated  Tangible Net Worth
               amounts at all times during the following periods:


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                                                           Consolidated Tangible
                      Period                                      Net Worth

               From May 31, 2001 to                             $8,000,000.00
               October 30, 2001

               From October 31, 2001 to                         $8,500,000.00
               January 30, 2002

               From January 31, 2002 to                         $9,000,000.00
               April 29, 2002

               From April 30, 2002 and                          $9,500,000.00"
               thereafter

               For the purpose of  determining  Consolidated  Tangible Net Worth
          under this Section,  the principal balance of the Parent Note will not
          be excluded.

          (l) Section 6.14(v) is hereby deleted from the Loan Agreement.

          (m) The following  additional covenants are hereby added to Article VI
     of the Loan Agreement.

               "6.27 Limitation of Investments in Connection.  During the period
               from May 1,  2001 to April  30,  2002 the sum of all  "Connection
               Investments" by Borrower or any of its Subsidiaries in Connection
               shall not exceed Seven Hundred Fifty  Thousand and No/100 Dollars
               ($750,000.00).  As used herein the term "Connection  Investments"
               means  the  aggregate  of  all  (a),  capital   contributions  to
               Connection  in the form of cash or property for any purpose,  (b)
               loans for any purpose to Connection, (c) any guaranty of any debt
               of  Connection,  (d) a pledge of any assets of Borrower or any of
               its Subsidiaries to secure any debt of Connection,  (e) cash paid
               or property  transferred to acquire any ownership  interest in or
               the right to acquire any ownership  interest in  Connection,  and
               (f) cash  advances  to  Connection  to fund  operating  losses of
               Connection.  The  determination of the value of any property used
               in calculating the amount of the Connection  Investments shall be
               done by Agent in its sole  discretion.  Borrower  further  agrees
               that  in  addition  to  all  other  matters  to be  shown  on the
               Compliance  Certificate that there also shall be shown thereon in
               a  form  and  content  acceptable  to  Agent  the  amount  of the
               outstanding Connection Investments.

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               6.28   Limitations  on  Investments  in  the   Partnerships   and
               Management. Notwithstanding anything to the contrary contained in
               this  Agreement,  during the period from May 1, 2001 to April 30,
               2002,  Borrower  and  Subsidiaries  of  Borrower  shall  not make
               Investments, as said term is defined in Paragraph 4 of the Second
               Modification  Agreement  dated  June 29,  2000  entered  into and
               between Agent,  Borrower and all Subsidiaries of Borrower, in the
               Partnerships  or Management  which exceed in the  aggregate  Five
               Hundred Thousand and No/100 Dollars ($500,000.00.)"

          (n) The  reference  to "50  Basis  Points"  contained  in the  Pricing
     Schedule  attached to the Loan  Agreement  is hereby  changed to "100 Basis
     Points".

          (o) In addition to all other Defaults  contained in Article VII of the
     Loan Agreement the following  events shall also  constitute a Default under
     the Loan Agreement:

               "7.22  Failure of Borrower,  Parent or any  Subsidiary to fulfill
               any of the terms and  conditions  contained in that certain Fifth
               Modification Agreement ("Fifth Modification") dated June 11, 2001
               executed by Agent, Borrower, Parent and Subsidiaries.

               7.23 A default or event of default  occurs  under the  Additional
               Loan   Documents   as  said   term  is   defined   in  the  Fifth
               Modification."

     6.  Conditions  Precedent.  Agent's  execution of the present  Agreement on
behalf of all Lenders and their agreement to the terms and conditions  hereof is
expressly  conditioned on the delivery to Agent of the following  documents in a
form and content acceptable to Agent and its counsel:

          (a) Duplicate counterparts of this Agreement executed by the Borrowing
     Parties,

          (b) Payment of the Extension Fee,

          (c) Delivery of the Additional Loan Documents,

          (d) Payment of all Costs.

     7. Extension  Fee. In  consideration  of Lenders  entering into the present
Agreement  and  modifying  and  restructuring  the  Loans as  described  herein,
Borrower shall pay to Agent for the ratable  benefit of all Lenders an extension
fee (the  "Extension  Fee") equal to Seventy Five  Thousand  and No/100  Dollars
($75,000.00) contemporaneously with the execution of this Agreement.

     8.  Release of  Colorado  Mortgage,  Amrepco  Assignment  and Deed of Trust
Assignment.  Agent shall cause North  American  Title Company as escrow agent to
release the Colorado  Mortgage,  Amrepco Assignment and Deed of Trust Assignment
upon the payment to Agent for the ratable benefit of all Lenders the full amount
of the Parent Note  equaling  Four  Million  Four  Hundred  Thousand  and No/100
Dollars ($4,400,000.00).

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<PAGE>

     9. Release of Ohio Mortgage.  Provided no Default or Unmatured Default then
exists, Agent shall release the Ohio Mortgage contemporaneously with the sale of
the Ohio Property to a third party by Fulfillment in an arms-length  transaction
(the "Bona Fide Sale") but only on the conditions that:

          (a) All the net proceeds ("Net  Proceeds") of the Bona Fide Sale shall
     be  deposited  with Agent for the  ratable  benefit of all Lenders and only
     released to Fulfillment to pay for expenses for leasehold  improvements  to
     Fulfillment's business location in Ohio, and

          (b) Agent for the ratable  benefit of all the Lenders is given a valid
     first  lien on all said  leasehold  improvements  to be  evidenced  by such
     documents as may be required by Agent and its counsel.

To the  extent  said  Net  Proceeds  are not used  for the  aforesaid  leasehold
improvements, they shall be paid to Agent for the ratable benefit of all Lenders
and the then amount of the Revolving  Loan  Commitment  reduced by the amount of
said application.

     10.  Costs.  Concurrently  with the execution of this  Agreement,  Borrower
shall pay or cause to be paid to Agent in immediately  available  funds all fees
and  expenses  of  Lenders  relating  to this  Agreement  and  the  transactions
contemplated  herein,  including,  without  limitations,   reasonable  fees  and
expenses of Agent's counsel (the "Costs").

     11.  Other Loan  Documents  Modifications.  All Loan  Documents  are hereby
deemed  amended and modified to provide that any and all  references to any Loan
Documents  therein are hereby deemed to be references to said Loan  Documents as
modified by this Agreement.

     12. Other Documents. At Agent's request, the Borrowing Parties hereby agree
to execute and deliver  promptly to Agent such other  documents as Agent, in its
reasonable  discretion,  shall deem  necessary  or  appropriate  to evidence the
transactions contemplated herein.

     13. Reaffirmation.  The Borrowing Parties do hereby reaffirm each and every
covenant,  condition,  obligation and provision set forth in the Loan Documents,
as modified hereby. The Borrowing Parties hereby restate and reaffirm all of the
warranties  and  representations  contained in the Loan  Documents,  as modified
hereby, as being true and correct as of the date hereof.

     14. References. All references herein to any of the Loan Documents shall be
understood to be to the Loan Documents as modified hereby. All references in any
of the Loan  Documents  to any  other  one or more of the Loan  Documents  shall
hereafter be deemed to be to such document(s) as modified hereby.

     15. No Defense,  Counterclaims.  Each Borrowing Party hereby represents and
warrants to, and covenants  with,  Lenders that as of the date hereof,  (a) each


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<PAGE>

Borrowing Party has no defenses,  offsets or counterclaims of any kind or nature
whatsoever  against  any  Lender  with  respect  to the Loans or any of the Loan
Documents,  or any  action  previously  taken or not  taken by any  Lender  with
respect thereto or with respect to any security interest,  encumbrance,  lien or
collateral in connection  therewith to secure the  liabilities of each Borrowing
Party,  and (b) that the Lenders have fully  performed all  obligations  to each
Borrowing Party which it may have had or has on and of the date hereof.

     16.  Release.  Without  limiting  the  generality  of the  foregoing,  each
Borrowing  Party,  on its own behalf  and on the behalf of its  representatives,
partners,   shareholders,   subsidiaries,   affiliated  and  related   entities,
successors and assigns (hereinafter  collectively  referred to as the "Borrowing
Group" and as to the  Borrowing  Group,  each  Borrowing  Party  represents  and
warrants  that it has the  right,  power and  authority  to waive,  release  and
forever  discharge  on  behalf  of the  Borrowing  Group,  the  "Bank  Group" as
hereinafter  defined) waives,  releases and forever  discharges each Lender, and
their  respective  officers,  directors,  subsidiaries,  affiliated  and related
companies   or   entities,    agents,   servants,    employees,    shareholders,
representatives,   successors,  assigns,  attorneys,   accountants,  assets  and
properties,  as the case may be (together  hereinafter  referred to as the "Bank
Group")  from and  against  all manner of  actions,  cause and causes of action,
suits, debts, sums of money, accounts,  reckonings,  bonds, bills,  specialties,
covenants,   contracts,   controversies,   agreements,   promises,  obligations,
liabilities, costs, expenses, losses, damages, judgments, executions, claims and
demands,  of whatsoever  kind or nature,  in law or in equity,  whether known or
unknown,  whether or not concealed or hidden,  arising out of or relating to any
matter,  cause or thing whatsoever,  that any of the Borrowing Group, jointly or
severally, may have had, or now have or that may subsequently accrue against the
Bank Group by reason of any matter or thing whatsoever  arising out of or in way
connected  to,  directly,  or  indirectly,  the  Loans  and/or  any of the  Loan
Documents through the date hereof,  Each Borrowing Party acknowledges and agrees
that  Lenders are  specifically  relying upon the  representations,  warranties,
covenants  and  agreements  contained  herein  and  that  such  representations,
warranties,  covenants and agreements  constitute a material inducement to enter
into this Agreement.

     17. No Custom.  This Agreement shall not establish a custom or waive, limit
or condition the rights and remedies of Lenders under the Loan Documents, all of
which rights and remedies are expressly reserved.

     18.  Reaffirmation  of  Loan  Documents,  No  Novation.  Except  as  may be
expressly  set  forth  herein  to  the  contrary,   the  Loan  Documents  remain
unmodified,  and all other terms and conditions thereof remain in full force and
effect.  Notwithstanding  anything to the contrary  contained herein,  Borrowing
Parties and Lenders expressly state, declare and acknowledge that this Agreement
is intended only to modify each Borrowing Party's continuing  obligations in the
manner  set forth  herein,  and is not  intended  as a  novation  of any and all
amounts presently due and owing from any Borrowing Party to Lenders.

     19. Captions; Counterparts. The captions used herein are for convenience of
reference only and shall not be deemed to limit or affect the  construction  and
interpretation  of the terms of this Agreement.  This Agreement may be signed in
counterparts,  each of which shall be deemed an original  and all of which shall
be deemed one Agreement.

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<PAGE>

     20. Choice of Law and  Severability.  This Agreement  shall be governed and
construed  under the laws of the State of  Illinois.  If any  provision  of this
Agreement is held invalid or unenforceable, the remainder of this Agreement will
not be affected  thereby and the provisions of this Agreement shall be severable
in any such instance.









(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK AND THE SIGNATURES BEGIN
ON THE NEXT PAGE.)


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<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


                                          BORROWER:

                                          KABLE NEWS COMPANY, INC.,
                                          an Illinois corporation


                                          By:         /s/ Michael P. Duloc

                                          Title:   President


                                       14
<PAGE>


PARENT:                                      KABLE NEWS INTERNATIONAL, INC., a
                                             Delaware corporation
AMREP CORPORATION, an Oklahoma
corporation
                                             By:    /s/ Michael P. Duloc

By:     /s/ Peter M. Pizza                   Title:  President

Title:  Vice President

                                             KABLE FULFILLMENT SERVICES OF
                                             OHIO, INC., a Delaware corporation
SUBSIDIARIES:

KABLE NEWS EXPORT, LTD., a Delaware          By:    /s/ Bruce Obendorf
corporation
                                             Title:  Vice President

By:     /s/ Michael P. Duloc

Title:  President

                                             DISTRIBUNET INC., a Delaware
                                             corporation

KABLE NEWS COMPANY OF CANADA LTD.,
an Ontario, Canada corporation               By:    /s/ Michael P. Duloc

                                             Title:  President
By:     /s/ Michael P. Duloc

Title:  President
                                             MAGAZINE CONNECTION INC., a
                                             Delaware corporation


                                             By:    /s/ Michael P. Duloc

                                             Title:  President

LENDERS:


AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as Agent and Lender

By:               /s/ Susan B Kreusi

Title:            First Vice President


                                       15
<PAGE>





FIFTH THIRD BANK, CHICAGO


By:               /s/ Jeffrey S. Armstrong

Title:            Vice President



NATIONAL CITY BANK OF MICHIGAN/ILLINOIS

By:               /s/ Elizabeth Brandt

Title:            Vice President



FIRST BANK


By:               /s/ Joseph D. Pauge

Title:            Vice President


HELLER FINANCIAL, INC.


By:               /s/ Dennis Graham

Title:            Assistant Vice President


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