Exhibit 10(d)

                                        American National Bank
                                        and Trust Company of Chicago

                   PROMISSORY NOTE (UNSECURED)

$1,000,000.00
                        Chicago, Illinois
                                                  April 30, 1997
                                               Due April 30, 1998

          FOR VALUE RECEIVED, the undersigned (jointly and severally if more
than one) ("Borrower"), promises to pay to the order of AMERICAN NATIONAL BANK
AND TRUST COMPANY OF CHICAGO ("Bank"), at its principal place of business in
Chicago, Illinois or such other place as Bank may designate from time to time
hereafter, the principal sum of ONE MILLION AND 00/100 DOLLARS, or such lesser
principal sum as may then be owed by Borrower to Bank hereunder.

          Borrower's obligations and liabilities to Bank under this Note
("Borrower's Liabilities") shall be due and payable on April 30, 1998.

          This Note restates and replaces a Promissory Note in the principal
amount of $1,000,000.00, dated April 30, 1996 executed by Borrower in favor of
Bank (the "Prior Note") and is not a repayment or novation of the Prior Note.

          The unpaid principal balance of Borrower's Liabilities due 
hereunder shall bear interest from the date of disbursement until paid, 
computed as follows: at a daily rate equal to the daily rate equivalent of 0% 
per annum (computed on the basis of a 360-day year and actual days elapsed) in
excess of the rate of interest announced or published publicly from time to 
time by Bank as its prime or base rate of interest (the "Base Rate"); provided,
however, that in the event that any of Borrower's Liabilities are not paid when
due, the unpaid amount of Borrower's Liabilities shall bear interest after the
due date until paid at a rate equal to the sum of the rate that would otherwise
be in effect plus 3%.

          The rate of interest to be charged by Bank to Borrower shall
fluctuate hereafter from time to time concurrently with, and in an amount equal
to, each increase or decrease in the Base Rate, whichever is applicable.

          Accrued interest shall be payable by Borrower to Bank on the same
day of each month, and at maturity, commencing with the last day of May, 1997 
or as billed by Bank to Borrower, at Bank's principal place of business, or at
such other place as Bank may designate from time to time hereafter.  After
maturity, accrued interest on all of Borrower's Liabilities shall be payable 
on demand.

          Borrower warrants and represents to Bank that Borrower shall use 
the proceeds represented by this Note solely for proper business purposes and
consistently with all applicable laws and statutes.

          Any deposits or other sums at any time credited by or payable or 
due from Bank to Borrower, or any monies, cash, cash equivalent, securities,
instruments, documents or other assets of Borrower in the possession or control
of Bank or its bailee for any purpose, may be reduced to cash and applied by 
Bank to or set off by Bank against Borrower's Liabilities.

          The occurrence of any one of the following events shall constitute 
a default by the Borrower ("Event of Default") under this Note: (a) if Borrower
fails to pay any of Borrower's Liabilities when due and payable or declared due
and payable (whether by scheduled maturity, required payment, acceleration,
demand or otherwise); (b) if Borrower or any guarantor of any of Borrower's
Liabilities fails or neglects to perform, keep or observe any term, provision,
condition, covenant, warranty or representation contained in this Note; (c)
occurrence of a default or an event of default under any agreement, instrument 
or document heretofore, now or at any time hereafter delivered by or on behalf 
of Borrower to Bank; (d) occurrence of a default or an event of default under 
any agreement, instrument or document heretofore, now or at any time hereafter
delivered to Bank by any guarantor of Borrower's Liabilities or by any person 
or entity which has granted to Bank a security interest or lien in and to some 
or all such person's or entity's real or personal property to secure the 
payment of Borrower's Liabilities; (e) if any of Borrower's assets are 
attached, seized, subjected to a writ, or are levied upon or become subject 
to any lien or come within the possession of any receiver, trustee, custodian 
or assignee for the benefit of creditors; (f) if a notice of lien, levy or
assessment is filed of record or given to Borrower with respect to all or any 
of Borrower's assets by any federal, state or local department or agency; (g) 
if Borrower or any guarantor of Borrower's Liabilities become insolvent or
generally fails to pay or admits in writing its inability to pay debts as they
become due, if a petition under Title 11 of the United States Code or any 
similar law or regulation is filed by or against Borrower or any such 
guarantor, if Borrower or any such guarantor shall make an assignment for the
benefit of creditors, if any case or proceeding is filed by or against Borrower
or any such guarantor for its dissolution or liquidation, or if Borrower or any
such guarantor is enjoined, restrained or in any way prevented by court order
from conducting all or any material part of its business affairs; (h) the death
or incompetency of Borrower or any guarantor of Borrower's Liabilities, or the
appointment of a conservator for all or any portion of Borrower's assets; (i) 
the revocation, termination or cancellation of any guaranty of Borrower's
Liabilities without written consent of Bank; (j) if a contribution failure 
occurs with respect to any pension plan maintained by Borrower or any
corporation, trade or business that is, along with Borrower, a member of a
controlled group of corporations or a controlled group of trades or businesses
(as described in Sections 414(b) and (c) of the Internal Revenue Code of 1986 
or Section 4001 of the Employee Retirement Income Security Act of 1974, as
amended, "ERISA") sufficient to give rise to a lien under Section 302(f) of
ERISA; (k) if Borrower or any guarantor of Borrower's Liabilities is in default
in the payment of any obligations, indebtedness or other liabilities to any 
third party and such default is declared and is not cured within the time, if
any, specified therefor in any agreement governing the same; (l) if any 
material statement, report or certificate made or delivered by Borrower, any of 
Borrower's partners, officers, employees or agents or any guarantor of
Borrower's Liabilities is not true and correct; or (m) if Bank is reasonably 
insecure.

          Upon the occurrence of an Event of Default, at Bank's option,
without notice by Bank to or demand by Bank of Borrower, all of Borrower's
Liabilities shall be immediately due and payable.

          All of Bank's rights and remedies under this Note are cumulative 
and non-exclusive.  The acceptance by Bank of any partial payment made 
hereunder after the time when any of Borrower's Liabilities become due and
payable will not establish a custom or waive any rights of Bank to enforce 
prompt payment hereof.  Bank's failure to require strict performance by 
Borrower of any provision of this Note shall not waive, affect or diminish any
right of Bank thereafter to demand strict compliance and performance therewith. 
Any waiver of an Event of Default hereunder shall not suspend, waive or affect
any other Event of Default hereunder.  Borrower and every endorser waive
presentment, demand and protest and notice of presentment, protest, default, 
non-payment, maturity, release, compromise, settlement, extension or renewal 
of this Note, and hereby ratify and confirm whatever Bank may do in this regard.
Borrower further waives any and all notice or demand to which Borrower might be
entitled with respect to this Note by virtue of any applicable statute or law 
(to the extent permitted by law).

          Borrower agrees to pay, immediately upon demand by Bank, any and 
all costs, fees and expenses (including reasonable attorney's fees, costs and
expenses) incurred by Bank (i) in enforcing any of Bank's rights hereunder, 
and (ii) in representing Bank in any litigation, contest, suit or dispute, or 
to commence, defend or intervene or to take any action with respect to any
litigation, contest, suit or dispute (whether instituted by Bank, Borrower or 
any other person) in any way relating to this Note or Borrower's Liabilities, 
and to the extent not paid the same shall become part of Borrower's Liabilities.

          This Note shall be deemed to have been submitted by Borrower to 
Bank and to have been made at Bank's principal place of business.  This Note
shall be governed and controlled by the internal laws of the State of Illinois
and not the law of conflicts.

          Advances under this Note may be made by Bank upon oral or written
request of any person authorized to make such requests on behalf of Borrower
("Authorized Person").  Borrower agrees that Bank may act on requests which 
Bank in good faith believes to be made by an Authorized Person, regardless of
whether such requests are in fact made by an Authorized Person.  Any such 
advance shall be conclusively presumed to have been made by Bank to or for the
benefit of Borrower.  Borrower does hereby irrevocably confirm, ratify and
approve all such advances by Bank and agrees to indemnify Bank against any and
all losses and expenses (including reasonable attorneys' fees) and shall hold
Bank harmless with respect thereto.

          TO INDUCE BANK TO ACCEPT THIS NOTE, BORROWER IRREVOCABLY AGREES
THAT, SUBJECT TO BANK'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS 
IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE
SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE OF
ILLINOIS.  BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY 
LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE.  BORROWER
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY
LITIGATION BROUGHT AGAINST BORROWER BY BANK IN ACCORDANCE WITH THIS PARAGRAPH.

          BORROWER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS
UNDER OR IN CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT 
OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH 
OR RELATED TO THIS NOTE OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR 
AGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT, COUNTERCLAIM OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


                                   BORROWER:

                                   ASTRO COMMUNICATIONS, INC.
                                   an Oklahoma corporation
Address:
2N. LaSalle Street, Suite 400
Chicago, Illinois  60602

                                   By:  _______________________
                                        /s/ Steven A. Hirsh           
                                        Steven A. Hirsh
___________________________                  Chief Executive Officer
FEIN OR SSN