NationsBank, N.A.                                             NEW
Texas                                                       41944
                                                  M987840-001-001
                                                               NM
                         Promissory Note

Date  September 30, 1997                                      New

Amount: $100,000.00             Maturity Date:  September 30, 2000
=================================================================
Bank:                       Borrower:
NationsBank of Texas, N.A.

Banking Center:
  Irving                      U.S.A. Radio Network, Inc.
  2520 West Irving            2290 Springlake #107
  Irving, TX  75061-4248      Dallas, TX  75234

  Dallas County               Dallas County
=================================================================

FOR VALUE RECEIVED, 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 indicated at the beginning of this Note, or at such other
place as may be designated by Bank, the principal amount of One
Hundred Thousand Dollars and No Cents ($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.

     Fixed Rate.  The Rate shall be fixed at 10.00 percent, per
     annum.

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 in excess of 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 Article 5069-1.04 of VATS.  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 the option of Bank.

2.   ACCRUAL METHOD.  Interest at the Rate set forth above will
be calculated by the actual/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.   RATE CHANGE DATE.  Any Rate based on a fluctuating index or
base rate will change, unless otherwise provided, each time and
as of the date that the index or base rate changes.  In the event
any index is discontinued, Bank shall substitute an index
determined by Bank to be comparable, at its sole discretion.

4.   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.

     Fixed Principal and Interest.  Principal and interest shall
be paid in consecutive equal installments of $3,233.19, payable
monthly, commencing on October 30, 1997, and continuing on the
same day of each successive month thereafter, with a final
payment of all unpaid principal and interest due thereon on
September 30, 2000.  If, on any payment date, accrued interest
exceeds the installment amount set forth above, Borrower will
also pay such excess as and when billed.

If due to changes in the interest rate, installments payable
hereunder are inadequate to amortize this Note to the
satisfaction of the Bank, then Bank may from time to time upon
five days notice to the Borrower, increase the amount of the
installments due hereunder to an amount adequate in the opinion
of the Bank to amortize this Note over its term.

5.   AUTOMATIC PAYMENT.  If an account number appears at the end
of this sentence, 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

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<PAGE>

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.

6.   WAIVERS, CONSENTS AND COVENANTS.  Borrower, any indorser or
guarantor hereof, or any other party hereto (individually an
"Obligor" and collectively "Obligors") and each of them jointly
and severally: (a) waive presentment, demand, protest, notice of
demand, notice of intent to accelerate, notice of acceleration of
maturity, notice of protest, notice of nonpayment, notice of
dishonor and any other notice required to be given under the law
to any Obligor in connection with the delivery, acceptance,
performance, default or enforcement of this Note, any indorsement
or guaranty of this Note, or any other documents executed in
connection with 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 Documents"); (b)
consent to all delays, extensions, renewals or other
modifications of this Note or the Loan Documents, or waivers of
any term hereof or of the Loan Documents, or release or discharge
by Bank of any of Obligors, or release, substitution or exchange
of any security for the payment hereof, or the failure to act on
the part of Bank, or any indulgence shown by Bank (without notice
to or further assent from any of Obligors), and agree that no
such action, failure to act or failure to exercise any right or
remedy by Bank shall in any way affect or impair the obligations
of any Obligors or be construed as a waiver by Bank of, or
otherwise affect, any of Bank's rights under this Note, under any
indorsement or guaranty of 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 Note or of any
endorsement or guaranty hereof 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, including 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 any
arbitrator or court, whichever is applicable.

7.   PREPAYMENTS.  Prepayments may be made in whole or in part at
any time on any loan for which the Rate is based on the Prime
Rate.  All prepayments of principal shall be applied in the
inverse order of maturity, or in such other order as Bank shall
determine in its sole discretion.  No prepayment of any other
loan shall be permitted without the prior written consent of
Bank.  Notwithstanding such prohibition, if there is a prepayment
of any such loan, whether by consent of Bank, or because of
acceleration or otherwise, Borrower shall, within 1 5 days of any
request by Bank, pay to Bank any loss or expense which Bank may
incur or sustain as a result of such prepayment.  For the
purposes of calculating the amounts owed only, it shall be
assumed that Bank actually funded or committed to fund the loan
through the purchase of an underlying deposit in an amount and
for a term comparable to the loan, and such determination by Bank
shall be conclusive, absent a manifest error in computation.

8.   EVENTS OF DEFAULT.  The following are events of default
hereunder: (a) the failure to pay or perform any obligation,
liability or indebtedness of any Obligor to Bank, or to any
affiliate or subsidiary of NationsBank Corporation, whether under
this Note or any Loan Documents, as and when due (whether upon
demand, at maturity or by acceleration); (b) the failure to pay
or perform any other obligation, liability or indebtedness of any
Obligor to any other party; (c) the death of any Obligor (if an
individual); (d) the resignation or withdrawal of any partner or
a material owner/guarantor of Borrower, as determined by Bank in
its sole discretion; (e) the commencement of a proceeding against
any Obligor for dissolution or liquidation, the voluntary or
involuntary termination or dissolution of any Obligor or the
merger or consolidation of any Obligor with or into another
entity; (f) the insolvency of, the business failure of, the
appointment of a custodian, trustee, liquidator or receiver for
or for any of the property of, the assignment for the benefit of
creditors by, or the filing of a petition under bankruptcy,
insolvency or debtor's relief law or the filing of a petition for
any adjustment of indebtedness, composition or extension by or
against any Obligor; (g) the determination by Bank that any
representation or warranty made to Bank by any Obligor in any
Loan Documents or otherwise is or was, when it was made, untrue
or materially misleading; (h) the failure of any Obligor to
timely deliver such financial statements, including tax returns,
other statements of condition or other information, as Bank shall
request from time to time; (i) the entry of a judgment against
any Obligor which Bank deems to be of a material nature, in
Bank's sole discretion; (j) the seizure or forfeiture of, or the
issuance of any writ of possession, garnishment or attachment, or
any turnover order for any property of any Obligor; (k) the
determination by Bank that it is insecure for any reason; (1) the
determination by Bank that a material adverse change has occurred
in the financial condition of any Obligor; or (m) the failure of
Borrower's business to comply with any law or regulation
controlling its operation.

9.   REMEDIES UPON DEFAULT.  Whenever there is a default under
this Note (a) the entire balance outstanding hereunder and all
other obligations of any Obligor to Bank (however acquired or
evidenced) 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 "Default Rate").  The provisions herein for a Default Rate
shall not be deemed to extend the time for any payment hereunder
or to constitute a "grace period" giving Obligors a right to cure
any default.  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 the due date of the Note or any
installment thereof, be deemed to be a part of the principal
balance, and interest shall accrue on a daily compounded basis
after such date at the Default Rate provided in this Note until
the entire



                               -2-

<PAGE>

outstanding balance of principal and interest is paid in full.
Upon a default under this Note, Bank is hereby authorized at any
time, at its option and without notice or demand, to set off and
charge against any deposit accounts of any Obligor, (as well as
any money, instruments, securities, documents, chattel paper,
credits, claims, demands, income and any other property, rights
and interests of any Obligor), which at any time shall come into
the possession or custody or under the control of Bank or any of
its agents, affiliates or correspondents, any and all obligations
due hereunder.  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.

10.  NON-WAIVER.  The failure at any time of Bank to exercise any
of its options or any other rights hereunder shall not constitute
a waiver thereof, nor shall it be a bar to the exercise of any of
its options or rights at a later date.  All rights and remedies
of Bank shall be cumulative and may be pursued singly,
successively or together, at the option of Bank.  The acceptance
by Bank of any partial payment shall not constitute a waiver of
any default or of any of Bank's rights under this Note.  No
waiver of any of its rights hereunder, and no modification or
amendment of this Note, shall be deemed to be made by Bank unless
the same shall be in writing, duly signed on behalf of Bank; each
such waiver shall apply only with respect to the specific
instance involved, and shall in no way impair the rights of Bank
or the obligations of Obligors to Bank in any other respect at
any other time.

11.  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 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.

12.  PARTIAL INVALIDITY.  The unenforceability or invalidity of
any provision of this Note shall not affect the enforceability or
validity of any other provision herein and the invalidity or
unenforceability of any provision of this Note or of the Loan
Documents to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to
other persons or circumstances.

13.  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, provided, however, that no obligations of
Borrower or Obligors hereunder can be assigned without prior
written consent of Bank.

14.  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
an issue.

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 (1) LIMIT THE APPLICABILITY OF ANY
OTHERWISE APPLICABLE STATUTES OF



                               -3-

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LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS
INSTRUMENT, AGREEMENT OR DOCUMENT; OR (11) 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 (111) 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, 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 PENDANCY 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 having read and understood, and
agrees to be bound by, all terms and conditions of this Note.

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.




Borrower:

U.S.A. Radio Network, Inc.
(a Texas Corporation)


By:       /s/  ROBERT M. MADDOUX
     ------------------------------

     Name:  Robert M. Maddoux


     Title:    President


(Corporate Seal)



Bank:     NationsBank of Texas, N.A.


By:  /s/ Jesus Guevara
     -------------------------------

     Name:     Jesus Guevara

     Title:    Asst. Vice President





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