ALLNEWSCO, INC.

                                                  PROMISSORY NOTE


                                                            Issued April 5, 1991
$20,000,000                                           Amended as of July 1, 1998


     FOR VALUE RECEIVED,  the  undersigned,  ALLNEWSCO,  INC. (herein called the
"Company"),  a corporation organized and existing under the laws of the State of
Delaware, hereby promises to pay to

                                    KTUL, LLC

                   or registered assigns, the principal sum of

                             TWENTY MILLION DOLLARS

due and payable on January 11, 2008 or on demand, with interest (computed on the
basis of a 360- day year -- 30-day month) on the unpaid balance thereof accruing
from and  after  January  11,  1998 at the rate of  11.06%  per  annum,  payable
semi-annually on the 11th day of July and January in each year,  commencing July
11, 1998, until the principal hereof shall have become due and payable, provided
that the unpaid  balance of any  principal  or (to the extent  permitted by law)
interest  which shall  become due and payable  shall bear  interest,  payable on
demand,  until paid at the rate equal to the  greater of 12.06% per annum or the
rate of interest publicly announced by Morgan Guaranty Trust Company of New York
from time to time in New York City as its Prime  Rate.  At the  election  of the
Company  and with the  written  consent of KTUL,  LLC any  interest  payment may
instead be added to the  principal  of this Note on each July 11 and  January 11
and such accrued interest added to the principal shall be considered part of the
principal  of this Note for purposes of the accrual of interest  thereafter  and
all such interest  shall be payable on such date as the  principal  shall become
due and payable.

         Payments of both principal and interest are to be made at such place as
the holder  hereof shall  designate to the Company in writing in lawful money of
the United States of America.

         Each  payment  made  pursuant  to this Note shall be made  without  any
set-off or counterclaim  and without any restriction or condition  against KTUL,
LLC or against any Affiliate of the Company. KTUL, LLC may assign this Note
without the consent of the Company.

         This Note may be prepaid in whole, or from time to time in part, at any
time. Any such  prepayment  shall be applied to accrued and unpaid  interest not
added to the principal of this Note and then to the principal of this Note.



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         An Event of Default occurs if:


         (1) the  Company  defaults in the payment of interest on this Note when
         the same becomes due and payable and the Default continues for a period
         of 90 days;

                  (2) the Company  defaults in the payment of the  principal  on
         this Note when and as the same  becomes  due and  payable at  maturity,
         upon acceleration or otherwise;

                  (3) the Company pursuant to or within the meaning of Title 11,
         U.S. Code or any similar federal or state law for the relief of debtors
         ("Bankruptcy Law"):

                           (i)     commences a voluntary case,

                           (ii    consents to the entry of an order for relief
                                  against it in an involuntary case,

                           (iii)  consents to the  appointment of a Custodian of
                                  it or for all or substantially all of its
                                  property,

                           (iv)   makes a general assignment for the benefit
                                  of its creditors, or

                           (v)    generally is not paying its debts as they
                                  become due; or

                  (4) a court  of  competent  jurisdiction  enters  an  order or
         decree under any Bankruptcy Law that:

                           (i)    is for relief against the Company in an
                                  involuntary case,

                           (ii)   appoints a Custodian of the Company or for all
                                  or substantially all of the property of the
                                  Company, or

                           (iii)  orders the liquidation of the Company;

          and the order or decree remains unstayed and in effect for 90
          consecutive days.

          If an Event of Default,  (other than an Event of Default  specified in
     Clauses  (3) and (4))  occurs and is  continuing,  the  holder,  by written
     notice  to the  Company,  may  declare  this  Note,  including  all  unpaid
     principal of and any accrued and unpaid interest thereon, if any, to be due
     and payable  immediately.  Notwithstanding  the  foregoing,  if an Event of
     Default  specified in clause (3) or (4) hereof  occurs,  this Note shall be
     due and payable immediately without further action or notice. The holder of
     this  Note  by  written  notice  may  rescind  an   acceleration   and  its
     consequences if the

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rescission  would not  conflict  with any judgment or decree and if all existing
Events of Default  (except  nonpayment  of principal or interest that has become
due solely because of the acceleration) have been cured or waived.


         The  Company  waives  diligence,  presentment,  notice of  presentment,
demand, protest and notice of any other kind.


                                                     ALLNEWSCO, INC.




                                                     By /S/ Stephen P. Gibson 
                                                       _______________________
                                                            Stephen P. Gibson
                                                            Vice President





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