EXHIBIT 10.13

                      THIRD MODIFICATION OF LOAN AGREEMENT

         THIS MODIFICATION is made as of this 27th day of January, 1997, by and
between BULL RUN CORPORATION, a Georgia corporation ("Borrower"), and
NATIONSBANK, N.A. (SOUTH), a Georgia banking corporation, successor by merger to
Bank South ("Lender").

                               STATEMENT OF FACTS

         Lender and Borrower are parties to that certain Loan Agreement, dated
as of March 29, 1995, as amended by the First Modification of Loan Agreement,
dated as of January 3, 1996, and the Second Modification of Loan Agreement,
dated as of September 24, 1996 (the "Loan Agreement"), pursuant to which Lender
has agreed to make one or more loans from time to time to the Borrower in
accordance with the terms and conditions thereof. Lender and Borrower desire to
modify the Loan Agreement in order to increase the revolving credit loan from
$2,000,000 to $3,500,000, and in certain other respects in accordance with the
terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises, the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Borrower and Lender do
hereby agree that all capitalized terms used herein shall have the meanings
ascribed thereto in the Loan Agreement as amended hereby (except as otherwise
expressly defined or limited herein) and do hereby further agree as follows:

                               STATEMENT OF TERMS

         1. AMENDMENT OF LOAN AGREEMENT. Subject to the fulfillment of the
conditions precedent to the effectiveness of this Modification which are set
forth below, Section 1.01 of the Loan Agreement is hereby amended by deleting
from Section 1.01 the term "Revolving Credit Maximum Availability," and by
substituting in lieu thereof the following new definition of such term:

                "Revolving Credit Maximum Availability" shall mean $3,500,000
         (as such amount may be adjusted from time to time pursuant to this
         Agreement).


         2. NO OTHER AMENDMENTS. Except for the amendment expressly set forth
and referred to in Section 1 above, the Loan Agreement shall remain unchanged
and in full force and effect and are hereby in all respects ratified and
confirmed. Nothing in this Modification or any of the other Supplemental Credit
Documents (as defined below) is intended, or shall be construed, to constitute a
novation or an accord and satisfaction of any of the Obligations or to modify,
affect or impair the perfection or continuity of Lender's security interests in,
security titles to or other Liens on any Collateral for the Obligations.

         3. REPRESENTATIONS AND WARRANTIES. To induce Lender to enter into this
Modification, the Borrower does hereby warrant, represent and covenant to Lender
that: (a) each representation or warranty of the Borrower set forth in the Loan
Agreement is hereby restated and reaffirmed as true and correct on and as of the
date hereof as if such representation or warranty were made on and as of the
date hereof (except to the extent that any such representation or warranty
expressly relates to a prior specific date or period), and no Default or Event
of Default has occurred and is continuing as of this date under the Loan
Agreement as amended by this Modification; and (b) each of the Borrower, the
Guarantor and the Partnership has the power and is duly authorized to enter
into, deliver and perform the Supplemental Credit Documents to which it is a
party, and each of the Supplemental Credit Documents is the legal, valid and
binding obligation of each Credit Party enforceable against such Credit Party in
accordance with its terms.


         4. REFERENCE TO AND EFFECT ON THE CREDIT DOCUMENTS. Upon the
effectiveness of this 

                               

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Modification, on and after the date hereof each reference in the Loan Agreement
to "this Agreement," "hereunder," "hereof" or words of like import referring to
the Loan Agreement, and each reference in the other Credit Documents to "the
Loan Agreement," "thereunder," "thereof" or words of like import referring to
the Loan Agreement, shall mean and be a reference to the Loan Agreement as
amended hereby.

         5. REIMBURSEMENT OF COSTS AND EXPENSES. The Borrower hereby agrees to
reimburse Lender on demand for all costs (including reasonable attorneys' fees)
incurred by Lender in negotiating, documenting and consummating this
Modification, the other documents referred to herein, and the transactions
contemplated hereby and thereby.

         6. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS MODIFICATION. The
effectiveness of this Modification and the amendments provided in Section 1
above are subject to the truth and accuracy in all material respects of the
representations and warranties of the Borrower contained in Section 3 above and
to the fulfillment of the following additional conditions precedent (all
documents described below shall be in form and substance satisfactory to Lender,
and the documents described in paragraph (a) below are herein collectively
called the Supplemental Credit Documents.):

                (a) Lender shall have received one or more duly executed
         counterparts of this Modification and the Revolving Credit Note;

                (b) Lender shall have received a duly executed Guarantor
         Reaffirmation and Consent to Third Modification of Loan Agreement from
         the Guarantor, a duly executed Partnership Reaffirmation and Consent to
         Third Modification of Loan Agreement from the Partnership, and a duly
         executed Purchaser Consent to Third Modification of Loan Agreement from
         the Purchaser; and

                (c) Lender shall have received a duly executed and completed
         Federal Reserve Form U-1 relating to the Revolving Credit Loan.

         7. COUNTERPARTS. This Modification may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same instrument.

         8. GOVERNING LAW. This Modification shall be governed by, and construed
in accordance with, the internal laws of the State of Georgia applicable to
contracts made and performed in such state.

         IN WITNESS WHEREOF, the parties hereto have caused this Modification to
be duly executed and delivered as of the day and year specified at the beginning
hereof.

                                    BORROWER:

                                    BULL RUN CORPORATION


                                    By:   /s/ ROBERT S. PRATHER, JR.
                                          Robert S. Prather, Jr., President

                                   LENDER:

                                   NATIONSBANK, N.A. (SOUTH)


                                   By:   /s/ SCOTT E. REED
                                         Scott E. Reed, Senior Vice President