Exhibit 10.4 to
Form 10-Q/A                                    *Confidential Treatment Requested


                SECOND AMENDMENT TO DEVELOPMENT, PRODUCTION AND
                        DOMESTIC DISTRIBUTION AGREEMENT



This Second  Amendment to  Development,  Production  and  Domestic  Distribution
Agreement  ("Amendment")  is entered  into as of July 22,  1996  between  Beacon
Communications Corp.  ("Beacon") and Sony Pictures  Entertainment,  Inc. ("SPE")
and amends  that  certain  Development,  Production  and  Domestic  Distribution
Agreement  ("Agreement")  between the  parties  dated as of April 15,  1993,  as
amended.

Unless  otherwise  noted, all terms defined in the Agreement shall have the same
meanings in this Amendment.

1.    Acquisition  Term.  Paragraph  1(a) of the Agreement is amended to
provide that the "Acquisition Term" shall end on August 31, 1996.

   
2.  Overhead  Reimbursement  for  "Playing  God."  Notwithstanding  any contrary
provision  of  Paragraph   13(b)  of  the   Agreement,   Beacon  shall *
Overhead Reimbursement to SPE with respect to motion picture entitled "Playing
God."

     3. Overhead  Reimbursement - "AFO."  Notwithstanding any contrary provision
of the  Agreement,  SPE shall be  entitled  to  recoup  *
of  "Unrecouped Overhead" (in lieu of *
)  under  Paragraph  9(b)(i)(c) of the Agreement in connection with the Picture
tentatively  entitled "AFO," which has been acceptedby SPE for co-financing and
distribution under the Agreement.
    

4.  Unproduced  Projects  at End of  Acquisition  Term.  Paragraph  18(a) of the
Agreement is modified as follows: Beacon shall furnish to SPE a preliminary list
of Developed Projects,  containing the information and documentation required by
Paragraph  18(a)  of the  Agreement,  immediately  following  the  date  of this
Amendment  and  shall  furnish  SPE  with a final  list of  Developed  Projects,
including all  information and  documentation  required under Paragraph 18(a) of
the  Agreement,  as soon as  practicable  after August 31, 1996, but in no event
later than 30 days after such date.



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                                               *Confidential Treatment Requested

      b.  Further  Development  of Projects  Accepted by SPE.  Paragraph
18.C(ii) shall be deleted and replaced with the following:

   
      "(A) Joint  Development  Projects.  If SPE accepts a Developed Project for
      joint development (a "Joint Development Project"), SPE shall pay to Beacon
      an amount equal to *
      of all previously  incurred  development costs for such
      Developed Project,  and *
      of going forward development costs on such project
      (with the balance of such costs to be paid by Beacon)  until such time, if
      ever, as SPE or Beacon elects to abandon further development of such Joint
      Development Project. Beacon and SPE shall co-own all rights (including the
      copyright)  in and to each such  project  and Beacon  shall  execute  such
      documents as may be necessary to reflect and perfect SPE's co-ownership.
    

      (B)  Control of Further  Development.  Beacon  shall  control  the further
      development  of each  Joint  Development  Project  in the same  manner  as
      Pictures developed during the Acquisition Term. Beacon shall consult fully
      and  meaningfully  with SPE on an on-going basis regarding the development
      of  all  Joint  Development  Projects  (including  full  consultation,  in
      advance,  as to  creative  direction  and with  respect  to each and every
      proposed  spending  commitment  with  respect  to each  Joint  Development
      Project), with Beacon's decision being final.

      (C)  Abandonment by SPE. If at any time SPE gives Beacon written notice of
      SPE's election to abandon any Joint Development Project, Beacon shall have
      no  further  obligation  to SPE with  respect  to such  Joint  Development
      Project,  and  SPE  shall  have no  further  obligation  to  fund  further
      development  costs with  respect to such Joint  Development  Project.  SPE
      shall quitclaim its interest in such abandoned Joint  Development  Project
      to Beacon,  subject to a first  priority lien to secure  reimbursement  of
      SPE's  investment  with  respect to such Joint  Development  Project  plus
      interest   thereon,   payable  in  full  upon  commencement  of  principal
      photography of such Joint Development Project by Beacon or a third party.

      (D) Abandonment by Beacon. If at any time Beacon elects to abandon further
      development  of any  Joint  Development  Project,  Beacon  shall  give SPE
      written  notice  thereof.  If within 30 days  thereafter  SPE gives Beacon
      written  notice  of  SPE's  desire  to  continue   developing  such  Joint
      Development Project, Beacon shall quitclaim such Joint Development Project
      to SPE (prior to putting the project into  turnaround  or reversion to any
      third party).  Beacon shall have no obligation to fund further development
      costs and SPE shall have no further  obligation  to Beacon with respect to
      such Joint  Development  Project,  provided that Beacon shall have a first
      priority lien to secure reimbursement of Beacon's



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                                               *Confidential Treatment Requested

      investment  with respect to such Joint  Development  Project plus interest
      thereon, payable in full upon commencement of principal photography of the
      applicable Joint Development Project by SPE or a third party.

      (E) Submission by Beacon. At such time, if ever, as Beacon deems any Joint
      Development  Project to be ready for production and the required  elements
      are known,  Beacon shall submit such Joint Development  Project to SPE for
      possible  co-financing  and  distribution  by SPE pursuant to the terms of
      this Agreement,  notwithstanding  the expiration of the Acquisition  Term.
      SPE shall have no obligation to accept any Picture for co-financing and/or
      distribution  (i.e.  there shall be no "puts")  after the  expiation of te
      Acquisition   Term.  If  SPE  accepts  (i.e.   agrees  to  co-finance  and
      distribute)  a  Joint   Development   Project   submitted  by  Beacon  for
      co-financing  and distribution  under the Agreement,  Beacon shall produce
      and co-finance and SPE shall  co-finance and distribute  such Picture (and
      the revenues from such  distribution  shall be applied) in the same manner
      as a Picture  submitted under this Agreement during the Acquisition  Term.
      If SPE  rejects  a Joint  Development  Project  submitted  by  Beacon  for
      possible co-financing  distribution,  all rights in such Joint Development
      Project  shall be owned by Beacon (and SPE shall  quitclaim  its  interest
      therein  to SPE),  subject  to  Beacon's  obligation  (secured  by a first
      priority lien, which shall be subordinate only to prior development liens,
      if any) to repay SPE an  development  costs advanced b SPE if and when the
      Picture is accepted by a third party for further  development,  production
      or distribution and subject to subparagraph 18(3) below.

5.    Limitation  on Post  Term  Overhead  Recoupment.  Paragraph  18(e)
shall be deleted and replaced by the following:

   
      "SPE  shall be  entitled  to  receive  the sum of *
      as a  reimbursement  for Unrecouped  Overhead,  with  respect to the
      motion  picture  entitled  "A Thousand Acres" and the sum of *
      as a reimbursement  for Unrecouped  Overhead,  with respect to the first
      motion  picture  co-financed  and  distributed by SPE after the end of the
      Acquisition Term based upon a Developed Project. With respect to the first
      Picture based upon Joint  Development  Projects which are  co-financed and
      distributed  by SPE, SPE shall  recoup such amount in the manner  provided
      for in Paragraph 9(b)(i)(c) of the Agreement.  With respect to "A Thousand
      Acres" such *
      shall be payable on commencement of principal photography
    



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      thereof (such  obligation to be secured by a first  priority  lien,  which
      shall be subordinate only to prior development liens, if any)."

                              SONY PICTURES ENTERTAINMENT, INC.



                              By: /s/ Jared Jessum
                              Its: Executive Vice President, Legal Affairs



BEACON COMMUNICATIONS CORP.



By: /s/ Thomas Bliss

Its: Executive Vice President