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                                 EXHIBIT 10.13

         $4,000,000 THIRD TERM LOAN NOTE DATED AS OF FEBRUARY 24, 1999


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                              THIRD TERM LOAN NOTE


$4,000,000                                                  FEBRUARY 24, 1999


         FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a Georgia
corporation (the "Borrower"), hereby promises to pay to the order of
NATIONSBANK, N.A., (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of FOUR MILLION AND NO/100 DOLLARS
($4,000,000), or the outstanding principal amount of the Third Term Loan made to
the Borrower by the Lender pursuant to the Loan Agreement referred to below,
which principal sum shall be payable (i) in installments on the due dates and in
the amounts set forth in the Loan Agreement or (ii) on any earlier date on which
all amounts outstanding under this Third Term Loan Note (this "Note") have
become due and payable pursuant to the provisions of Section 9.2 of the Loan
Agreement. The Borrower likewise promises to pay interest on the outstanding
principal balance of the Third Term Loan made by the Lender to the Borrower, at
such interest rates, payable at such times, and computed in such manner, as are
specified in the Loan Agreement in strict accordance with the terms thereof.

         This Note is issued pursuant to, and is the Third Term Loan Note
referred to in the Amended and Restated Loan Agreement dated as of March 20,
1998, between the Borrower and the Lender (as the same may be amended or
supplemented from time to time, the "Loan Agreement"), and the Lender is and
shall be entitled to all benefits thereof and of all the other Credit Documents
executed and delivered to the Lender in connection therewith. Terms defined in
the Loan Agreement are used herein with the same meaning. The Loan Agreement,
among other things, contains provisions for acceleration of the maturity hereof
upon the happening of certain Events of Default, provisions relating to
prepayments on account of principal hereof prior to the maturity hereof, and
provisions for post-default interest rates.

         The Borrower agrees to make payments of principal and interest hereon
on the dates and in the amounts specified in the Loan Agreement in strict
accordance with the terms thereof.

         In case an Event of Default shall occur and be continuing, the
principal and all accrued interest of this Note may automatically become, or may
be declared, immediately due and payable in the manner and with the effect
provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender
harmless against any liability for the payment of, all costs and expenses,
including actual and reasonable attorneys' fees, arising in connection with the
enforcement by the Lender of any of its rights or remedies under this Note or
the Loan Agreement.

         This Note has been delivered in Atlanta, Georgia, and the rights and
obligations of the Lender and the Borrower hereunder shall be construed in
accordance with and governed by the laws of the State of Georgia (without giving
effect to its conflicts of law rules).

         The Borrower expressly waives any presentment, demand, protest or
notice in connection with this Note, whether now or hereafter required by
applicable law. This Note is intended to be an instrument under seal.


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         IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
sealed and delivered by its duly authorized officer as of the date first above
written.


                                         BULL RUN CORPORATION


(CORPORATE SEAL)
                                         By:     /s/ FREDERICK J. ERICKSON    
                                         Name:   Frederick J. Erickson        
                                         Title:  VP-Finance