Exhibit 10(w)


ACT OF LOAN MODIFICATION AND                )        UNITED STATES OF AMERICA
         ACKNOWLEDGMENT                     )
                                                              )
                           BY                                 )
                                                              )
         RADIOSUNGROUP OF                   )
BRYAN/COLLEGE STATION, INC., a              )
         Texas corporation                                    )
                                                              )
         SUNGROUP BROADCASTING OF                    )
         LOUISIANA, INC., a                          )
         Louisiana corporation                       )
                                                              )
                           AND                                )
                                                              )
         SUNGROUP, INC., a Tennessee                 )
         corporation                                          )
                                                              )
         IN FAVOR OF                                 )
                                                              )
         FIRST SAVINGS BANK, FSB,           )
         a federal savings bank                      )



         BE IT KNOWN, that effective on the 15th day of December, 1997;

         BEFORE US, the undersigned duly qualified notary publics in and for the
states and parishes/counties described below and in the presence of the
undersigned competent witnesses:

         PERSONALLY CAME AND APPEARED:

         RADIOSUNGROUP OF BRYAN/COLLEGE STATION, INC., a corporation organized
under the laws of the State of Texas, whose taxpayer identification number is
62-1406505, and whose registered office in Texas is #26 Manor East Mall, 701
Villa Maria, Bryan, Texas 77805, appearing herein by and through John W.
Biddinger its President and duly authorized representative pursuant to a
resolution of its Board of Directors, a certified extract of which is attached
hereto ("RSG");

         SUNGROUP BROADCASTING OF LOUISIANA, INC., a corporation organized under
the laws of the State of Louisiana, whose taxpayer identification number is
72-1151881, and whose registered office in Louisiana is 725 Austin Place,
Shreveport, Louisiana 7 1 1 0 1, appearing herein by and through John W.
Biddinger its President and duly authorized representative pursuant to a
resolution of its Board of Directors, a certified extract of which is attached
hereto ("SGBL");

         SUNGROUP, INC., a corporation organized under the laws of the State of
Tennessee, whose taxpayer identification number is 62-0790469, and whose
principal place of business is 2201 Cantu Court, Suite 102A, Sarasota, Florida
34232, appearing herein by and through John W. Biddinger, its President and duly
authorized representative pursuant to a resolution of its Board of Directors, a
certified extract of which is attached hereto

<PAGE>

("Guarantor");

                                      AND

         FIRST SAVINGS BANK, FSB, a federal savings bank, whose taxpayer
identification number is 75-2072785, and whose principal place of business is
301 S. Center Street, Arlington, Texas 76010, appearing herein by and through
its President, Richard J. Driscoll ("Lender").

         WHO DECLARED THAT:

                                    RECITALS

         WHEREAS, RSG and SGBL, or their predecessors in title (collectively
hereinafter "Borrower") and Guarantor executed those certain promissory notes
listed on Exhibit "A" attached hereto and made a part hereof (collectively, the
"Note").

         WHEREAS, in order to secure the Notes, Borrower and Guarantor granted
various liens, mortgages, security interests, assignments, collateral
assignments, pledges and otherwise in various items corporeal (tangible),
incorporeal (intangible), movable (personal), and immovable (real) property
pursuant to various instruments and otherwise, including without limitation, the
instruments listed on Exhibit "B" attached hereto and made a part hereof
(collectively, the "Security Documents"), affecting, among other property, the
real and personal property described on Exhibit "C" attached hereto and made a
part hereof (the "Property"). The Notes and Security Documents are collectively
hereinafter, the "Loan Documents").

         WHEREAS, Federal Deposit Insurance Corporation (the "FDIC") succeeded
to all of the right, title and interest of NCNB Texas National Bank, as
successor to First Republicbank Dallas, N.A. in, to and under the Loan Documents
pursuant to the operation of law and certain orders and powers of agencies of
the United States Government.

         WHEREAS, Lender is the current holder of the Note and is the mortgagee,
pledgee, assignee and/or security interest holder under the Security Documents.
The Security Documents were assigned to Lender by an Assignment and/or
Assignments listed on Exhibit "D" attached hereto and made a part hereof.

         WHEREAS, Borrower and Guarantor have requested that Lender enter into
this Agreement, and Lender has agreed to enter into this Agreement pursuant to
the terms and conditions set forth herein.

         WHEREAS, Borrower and Guarantor own and operate radio stations in the
States of Louisiana and Texas (the "Business").

                                   AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants, agreements
and conditions contained herein and in the Note and the Security Documents, for
other good and valuable consideration and for good cause, the receipt and
sufficiency of which are hereby acknowledged Borrower, Guarantor and Lender
hereby agree as follows:

                                   ARTICLE I
                             RECITALS INCORPORATED

         The Recitals set forth above are hereby incorporated herein and
expressly made a part of this Agreement.

<PAGE>

                                   ARTICLE II
                                  DEFINITIONS

         Capitalized terms used herein shall have the meanings set forth below:

         2.1 "Agreement" shall mean this Loan Modification Agreement by and
between Lender and Borrower.

         2.2 "Environmental Laws" shall mean any federal, state or local law,
statute, ordinance, regulation, plan, decree, demand'Ietter, order or otherwise
pertaining to health, industrial hygiene, pollution, waste disposal, hazardous
waste or the environmental conditions on, under, from or about the Property,
including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C.
Sections 9601 et M., and the Resource Conservation and Recovery Act of 1976
('RCRA'), 42 U.S.C. Section 6901 _q M., as amended.

         2.3 "Financing Statement" shall mean a Uniform Commercial Code
financing statement or statements, in form and substance satisfactory to Lender,
perfecting a first priority security interest in personal property collateral in
favor of Lender.

         2.4 "Hazardous Substance" shall mean any substance that is now or may
become regulated or governed by any Environmental Laws, or the presence of which
requires investigation under any Environmental Laws, or any flammable,
explosive, corrosive, reactive, carcinogenic, radioactive material, hazardous
waste, toxic substance or related material and any other substance or material
defined or designated as a hazardous or toxic substance, material or waste by
any Environmental Laws and shall include, without limitation:

                  2.4.1 Those substances included within the definitions of
         "hazardous substances", "hazardous materials", "toxic substances" or
         "solid waste" in CERCLA, RCRA and the Hazardous Materials
         Transportation Act, 42 U.S.C. Section 1801 et seq., and in the
         regulations promulgated pursuant to said laws;

                  2.4.2 Those substances listed in the United States Department
         of Transportation Table (49 CFR 172. 101 and amendments thereto) or by
         the Environmental Protection Agency (or any successor agency) as
         hazardous substances (40 CFR Part 302 and amendments thereto); and

                  2.4.3 Any material, waste or substance which is or contains
         (A) petroleum hydrocarbons, (B) asbestos, (C) polychlorinated biphenyis
         or (D) designated as a "hazardous substance" pursuant to Section 311 of
         the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. ss.
         1321) or listed pursuant to Section 307 of the Clear Water Act (33
         U.S.C. ss. 1317).

         2.5 "Person" shall mean any individual, partnership, corporation and/or
other entity.

         2.6 Terms defined in the recitals hereto shall have the meaning
ascribed to such terms in the recitals.

                                  ARTICLE III
                         MODIFICATION OF LOAN DOCUMENTS

         Effective as of December 15, 1996, the Loan Documents are modified as
provided herein.

         3.1 Principal Balance. Borrower, Guarantor and Lender hereby
acknowledge and agree that the outstanding principal balance of the Note as of
December 15, 1996 is TWO MILLION ONE HUNDRED AND EIGHTY FOUR THOUSAND, THREE
HUNDRED TWENTY-ONE AND 57/100 DOLLARS ($2,184,321.57)

<PAGE>

(the "Principal Balance"), and Borrower expressly acknowledges an indebtedness
to Lender of the Principal Balance, plus interest and other costs and fees and
provided herein and the Loan Documents.

         3.2 Interest Rate. From and after December 15, 1996, until an event of
default or maturity, interest shall accrue on the Principal Balance at the rate
of TWELVE PERCENT (12.0%) per annum, calculated on the basis of 360 days being a
year, or, at the election of Lender, the actual number of days in the applicable
calendar year in which accrued.

         3.3 Default Interest. From and after the occurrence and during the
pendency of a default under the Loan Documents, and from and after the maturity
of the Notes, whether by acceleration or otherwise, interest shall accrue on the
amount of the Principal Balance outstanding hereunder at the Maximum Rate (as
hereinafter defined).

         3.4      Payment  Schedule.  The Note is hereby  modified  effective
as of December 15, 1996 by modifying the payment schedule as follows:

                  3.4.1 Borrower shall pay interest only on the 15th of every
         month. Lender will send Borrower each month an invoice for the current
         interest due.

                  3.4.2 Borrower shall pay all outstanding principal and
         interest on, and the loan represented by the Notes shall mature on June
         30, 1998 (the "Maturity Date").

                  3.4.3 Borrower shall pay $10,000 as a principal reduction to
         lender on June 15, 1998.

         3.5 Application of Payments. Payments received by the Lender pursuant
to the terms of the Note, as amended hereby, shall be applied in the following
manner: first, to the payment of all expenses, charges, costs and fees incurred
by or payable to Lender and for which Borrower is obligated pursuant to the
terms of the Loan Documents; second, to the payment of all interest accrued to
the date of such payments; and third, to the payment of principal.
Notwithstanding anything to the contrary contained herein, after the occurrence
and during the continuation of an event of default under any of the Loan
Documents, as amended hereby, all amounts received by Lender from any party
shall be applied in such order as Lender, in its sole discretion, may elect.

         3.6 Fee. In addition to the other payments due hereunder, Borrower
covenants and agrees to pay Bank on the date hereof, a commitment fee in the
amount of $10,921.61.

<PAGE>

                                   ARTICLE IV
                           DEFAULT; WAIVER OF CLAIMS

         Borrower hereby acknowledges and agrees that, at the date hereof:

         4.1 Borrower is in default under the Loan Documents, provided, that
such default will be waived upon execution of the Agreement;

         4.2      Lender has  properly  perfected  its lien,  mortgage,
assignments,  security  interest and other interests in and to the Property;

         4.3 Borrower hereby waives and releases any and all notices, cure
periods, defenses, setoffs and claims which Borrower may be entitled to or may
raise against Lender or any other party arising out of the Loan Documents, the
administration of the Loan Documents, or any oral or written correspondence or
transactions in connection with the Loan Documents prior to the execution of
this Agreement.

                                   ARTICLE V
                    CONDITIONS PRECEDENT TO THE MODIFICATION

         This Agreement is subject to Borrower's and Guarantor's satisfaction of
the following conditions precedent, or Lender's written waiver thereof:

         5.1 At Lender's request, Borrower shall, at borrower's sole cost and
expense, cause the Title Company, which shall be acceptable to Lender, in its
sole discretion, to issue an endorsement to Lender's prior title insurance
policy insuring Lender's first lien on any immovable (real) property
constituting the Property, subject only to such exceptions to title as Lender
may approve ('Permitted Exceptions");

         5.2 Borrower shalt, at Borrower's sole cost and expense, cause a search
and update of the relevant Uniform Commercial Code records to be conducted,
which search shall show that the Lender holds a first priority security interest
in the movable (personal) property constituting the Property, and Borrower shall
execute any and all Financing Statements required by Lender in connection with
this Agreement and the modification of the Loan Documents;

         5.3 Upon Lender's request, Borrower and Guarantor shall provide Lender
with financial statements for Borrower, Guarantor and for the Business, prepared
according to past practice internally or by an independent certified public
accountant, for the last three calendar years;

         5.4 Upon Lender's request, Borrower shall provide Lender with a pro
forma projection of income and expenses for the Business for the time period
between the date of this Agreement and the Maturity Date set forth herein;

         5.5 Borrower shall pay Lender its, costs and expenses in connection
with this Agreement including, without limitation, reasonable attorneys' fees;

         5.6 Borrower and Guarantor shall execute, acknowledge and deliver to
Lender this Agreement, any letter instructions to the Title company and any
other documents or instruments required by the Lender in connection with the
loan modification contemplated hereby;

         5.7 Lender shall have received any opinion of counsel required by
Lender, in its sole discretion;

         5.8 Borrower shall, in accordance with all applicable state, federal
and local regulations, properly

<PAGE>

maintain all asbestos-containing material at, in or on the Property and shall
implement an appropriate operation and maintenance program for such
asbestos-containing material in order to prevent any portion of such
asbestos-containing material from becoming friable or airborne; and

         5.9 Borrower and Guarantor shall provide Lender with such other
information as Lender may reasonably request relating to the Business.


<PAGE>

                                   ARTICLE VI
            REPRESENTATION, WARRANTIES AND COVENANTS OF BORROWER AND
                                   GUARANTOR

         Borrower and Guarantor hereby represent, warrant and covenant to Lender
that:

         6.1 Borrower and Guarantor: (i) are duly formed and validly existing
and in good standing under the laws of the State of Louisiana, Texas and
Tennessee, as applicable; and (ii) have all requisite power, authority, and
capacity to enter into this Agreement and to perform their obligations under
this Agreement and the Loan Documents, as modified hereby. As of the date
hereof, this Agreement and any other documents executed in connection herewith
have been duly executed, acknowledged (where necessary) and delivered to Lender
by Borrower and Guarantor. Borrower and Guarantor have delivered to Lender a
Certificate of Good Standing in the state where Borrower and Guarantor are
incorporated, and a certified copy of their bylaws, articles of incorporation
and incumbency certificate;

         6.2 This Agreement and all of the obligations of Borrower and Guarantor
hereunder are the legal, valid and binding obligations of Borrower and
Guarantor, enforceable in accordance with the terms of this Agreement;

         6.3 The execution and delivery of this Agreement and the performance of
its obligations hereunder by Borrower and Guarantor will not conflict with any
provision of any law or regulation to which Borrower or Guarantor is subject, or
conflict with, result in a breach of or constitute a default under any of the
terms, conditions or provisions of any agreement or instrument to which Borrower
or Guarantor is a party or by which they are bound, or any order or decree
applicable to Borrower or Guarantor, or result in the creation or imposition of
any lien on any of Borrower's or Guarantor's assets or property, which would
materially and adversely affect the ability of Borrower or Guarantor to carry
out their obligations under this Agreement and the Loan Documents, as modified
herein;

         6.4 There is no action, suit or proceeding pending or threatened
against Borrower, Guarantor or the Property in any court or by or before any
other government agency or instrumentality which would materially and adversely
affect the ability of Borrower or Guarantor to carry out its obligations under
this Agreement and the Loan Documents, as modified herein. The execution and
delivery of this Agreement will not result in a conflict with or violation of
any law, rule, regulation, judgment, or court order affecting Borrower,
Guarantor or the Property;

         6.5 Borrower and/or Guarantor hold fee simple title to the Property
free and clear of all encumbrances, liens, claims, leases or tenancies, except
the Permitted Exceptions and the Leases;

         6.6 Ile information and documents to be furnished pursuant to Article V
hereof will be true, correct, accurate and complete in all material respects;

         6.7 Borrower and/or Guarantor have not received and do not know of any
notice or demand with respect to any claim, liability or cause of action arising
out of any facts or circumstances connected with the Property, which is not
fully covered under its insurance policies;

         6.8 Borrower and/or Guarantor have not received any notice: (i) of any
violation of any zoning, building, health or similar laws, ordinances, rules or
regulations affecting the Business; or (ii) from any insurance company or
governmental agency of any defects or inadequacies in the Business which would
adversely affect the insurability of the Business or materially increase the
cost of insuring the Business beyond that which is customarily charged for
similar businesses in the vicinity of the Business used for a similar purpose;

<PAGE>

         6.9 All real estate taxes and all tax reports of Borrower and/or
Guarantor required by law to be filed have been duly filed and all taxes,
assessments, fees and other governmental charges relating to the Property or any
of Borrower's and/or Guarantor's properties, assets, income or franchises which
are due and payable have been paid;

         6.10 (i) To the best of Borrower's and Guarantor's knowledge, the
Property does not contain any Hazardous Substance; (ii) to the best of
Borrower's and Guarantor's knowledge, Borrower and/or Guarantor have not
conducted or authorized the generation, transportation, storage, treatment, or
disposal at the Property, of any Hazardous Substance; (iii) Borrower and/or
Guarantor are not aware of any pending or threatened litigation or proceedings
before any administrative agency in which any person or entity alleges the
presence, release, threat of release, or placement on or in the Property of any
Hazardous Substances; (iv) Borrower and/or Guarantor have not received any
notice of and has no actual or constructive knowledge that any governmental
authority or any employee or agent thereof is investigating whether there is, or
has determined that there has been (1) a presence, release, threat of release,
or placement on or in the Property of any Hazardous Substance, or (2) any
generation, transportation, storage, treatment or disposal at the Property of
any Hazardous Substance; and (v) there have been no communications or agreements
between Borrower and/or Guarantor and any governmental authority or agency
(federal, state or local) or any private entity, including but not limited to,
any prior owners of the Property, relating in any way to (1) the presence,
release, threat of release, or placement on or in the Property of any Hazardous
Substance, or (2) any generation, transportation, storage, treatment, or
disposal at the Property of any Hazardous Substance;

         6.11 Borrower and Guarantor: (i) have no intention of filing any
voluntary petition or initiating any voluntary proceedings under the Federal
Bankruptcy Code or similar state legislation or otherwise to obtain relief from
creditors in any reorganization, insolvency, receivership or similar
proceedings, and (ii) have no knowledge of any threatened involuntary bankruptcy
proceedings affecting Borrower and/or Guarantor;

         6.12 This Agreement and the transactions contemplated thereby do not
constitute a "fraudulent conveyance", "fraudulent consequence" or "fraudulent
transfer" as defined by the laws of the United States, Louisiana, Texas or
Tennessee;

         6.13 The security interests, liens and other encumbrances created by
the Loan Documents and the lien of any mortgages or deeds of trust listed as a
Security Document are valid and subsisting and shall remain an enforceable and
valid lien against the Property;

         6.14 The condition (financial or otherwise) of the Business or any part
thereof, whether or not insured against, has not been materially adversely
affected in any manner since October 31, 1996, as shown on the income and
expense statement of such date for the Property, which statement was true and
correct as of the date thereof,

         6.15 Except for the defaults of Borrower and/or Guarantor which will be
cured by this Agreement, no event has occurred or is continuing and no condition
exists which constitutes or which after notice or lapse of time, or both, would
constitute an event of default by Borrower, Guarantor or Lender under the Loan
Documents, as modified hereby;

         6.16 The fee paid to any Guarantor for management of the Business in
any year does not exceed $75,000.00 for the Business of RSG or $75,000.00 for
the Business of SGBL;

         6.17 Borrower aqd/or Guarantor currently have in force insurance
policies covering the Property which comply with the property insurance
requirements set forth in the Loan Documents;

         6.18 Borrower and/or Guarantor do not have the right to disbursement of
additional loan proceeds or future advances with respect to the loan represented
by the Loan Documents;

<PAGE>

         6.19 As of the date hereof, the Loan Documents, as amended hereby and
any other documents executed in connection herewith constitute all of the
documents and agreements evidencing, securing, governing or otherwise relating
to the loan represented by the Loan Documents prior to the date hereof. Without
limitation on the foregoing, there has been no modification, extension, release,
waiver, assumption, or supplement to or of the Loan Documents, with the
exception of the amendments and the provisions being effected by this Agreement;

         6.20 The loan represented by the Loan Documents is not
cross-collateralized or cross-defaulted with any other loan;

         6.21 Borrower shall provide to Lender on or before the 20th of each
month during the term of the loan represented by the Loan Documents a true and
correct income and expense statement for the Property for the calendar month
ended immediately prior to such date, in form and substance satisfactory to
Lender and certified to be true and correct by Borrower;

         6.22 All representations and warranties contained in this Article VI or
elsewhere in this Agreement shall survive the closing of the restructuring
transactions contemplated herein;

         6.23 Guarantor represents and warrants that it has pledged and granted
(and does hereby grant) a continuing security interest to Lender, its successors
and assigns, in all the outstanding shares of stock in RSG and SGBL to secure
the loan represented by the Loan Documents and all other obligations to Lender,
its successors and assigns. All outstanding shares of stock in RSG & SGBL have
been delivered to Lender, and the pledge is noted on the books and records of
RSG & SGBL;

         6.24 Guarantor shall this date execute a Guaranty Agreement in favor of
Lender, guaranteeing all obligations of Borrower hereunder and under the Loan
Documents.

                                  ARTICLE VII
                                    RELEASE

         7.1 Borrower, and Guarantor and their successors and assigns each
hereby forever release, discharge and acquit the Lender, its parents, subsidiary
and affiliate corporations of each of the foregoing, and each of the respective
officers, directors, shareholders, agents, employees, representatives,
consultants, attorneys, fiduciaries, servants, predecessors, successors, heirs,
and assigns of each of the foregoing (collectively, the "Released Parties"), of
and from any and all claims, demands, obligations, liabilities, indebtedness,
breaches of contract, breaches of duty or any relationship, acts, omissions,
misfeasance, malfeasance, cause or causes of action, debts, sums of money,
accounts, compensations, contracts, controversies, promises, damages, costs,
losses and expenses, of every type, kind, nature, description or character, and
irrespective of how, why, or by reason of what facts, arising heretofore or now
existing, of whatever kind or nature, whether known or unknown, suspected or
unsuspected, liquidated or unliquidated, each as though fully set forth herein
at length, which in any way arise out of, are connected with or relate to (i)
the loan represented by the Loan Documents; (ii) the Loan Documents; (iii) this
Agreement; (iv) the Financing Statement; or (v) any action or inaction of any
Person or entity released hereunder with respect to the loan represented by the
Loan Documents, the Loan Documents or the is Agreement.

         7.2 In connection with foregoing release, Borrower and Guarantor hereby
agree, represent and warrant that they realize and acknowledge that factual
matters now unknown to it may have given or may hereafter give rise to causes
and action, claims, demands, debts, controversies, damages, costs, losses, and
expenses which are presently unknown, unanticipated and unsuspected, and it
further agrees, represents and warrants that this release has been negotiated
and agreed upon in light of that realization and that it nevertheless hereby
intends to release, discharge and acquit the parties set forth hereinabove from
any such unknown causes of action, claims, demands, debts, controversies,
damages, costs, losses and expenses which are in any way related to: (i) the
loan represented by the Loan Documents; (ii) the Loan Documents; (iii) this
Agreement; (iv) the Financing Statement; and (v) any

<PAGE>

action or inaction of any Person or entity released hereunder with respect to
the loan represented by the Loan Documents, the Loan Documents or this
Agreement.

                                  ARTICLE VIII
                             NO TRANSFER OF CLAIMS

         Borrower and Guarantor represent and warrant that neither Borrower nor
Guarantor has heretofore assigned or transferred, or purported to assign or to
transfer, to any Person any matter released hereunder or any portion thereof or
interest therein, and Borrower and Guarantor agree to indemnify, defend and hold
the Released Parties harmless from and against any and all claims based on or
arising out of any such assignment or transfer or purported assignment or
transfer.

                                   ARTICLE IX
                              CONSENT OF GUARANTOR

         Guarantor hereby consents to the modifications contained in this
Agreement and acknowledges that the Guaranty dated December 14, 1989, between
Guarantor and NCNB Texas National Bank, N.A., is not affected by or modified by
this Agreement, and remains in full force and effect, enforceable in favor of
Lender, its successors and assigns, in accordance with its terms.

                           ARTICLE X RATIFICATION OF
                                     PLEDGE

         10.1 Borrower acknowledges, represents and warrants that pledge of that
certain Collateral Mortgage Note dated December 14,1989 by Borrower in the
original principal amount of $2,000,000.00 ("NCNB Collateral Note") on December
14,1989, pursuant to that certain Act of Pledge of Collateral Mortgage Note
dated December 14,1989, as restated and amended pursuant to that certain Amended
and Restated Act of Pledge of Collateral Mortgage Note dated in January, 1990 as
amended by that certain First Amendment to Amended and Restated Act of Pledge of
Collateral Mortgage Note dated effective as of September 30,1995 (collectively
the 'NCNB Pledge Agreement") was a pledge granted in favor of NCNB Texas
National Bank, its successor and assigns, including Lender and that such pledge
was granted to secure not only all present and future obligations of Borrower,
its successors or assigns in favor or and/or advances to Borrower, its
successors or assigns by NCNB Texas National Bank, but also all present and
future obligations of Borrower its successors or assigns in favor of, and/or
advances to Borrower, its successors or assigns, by the successors and assigns
of NCNB Texas National Bank.

         10.2 Borrower acknowledges, represents and warrants that the security
interest granted in that certain Collateral Mortgage Note dated November 4,1993
by Borrower in the original principal amount of $500,000.00 (the "FDIC
Collateral Note"), pursuant to that certain Act of Pledge of Collateral Mortgage
Note (Security Agreement) dated in November, 1993, (the 'FDIC Pledge Agreement")
was a security interest granted in favor of the Federal Deposit Insurance
Corporation (die "FDIC"), its successors and assigns, including Lender, and that
such security interest was granted to secure not only all present and future
obligations of Borrower, its successors or assigns in favor of and/or advances
to Borrower, its successors or assigns, by the FDIC, but also all present and
future obligations of Borrower, its successors or assigns in favor of, and/or
advances made to Borrower, its successors or assigns, by the successors or
assigns of the FDIC.

         10.3 Borrower acknowledges that: (i) Lender and it predecessors in
title have held the NCNB Collateral Note and FDIC Collateral Note (collectively,
the "Collateral Notes"); (ii) the Collateral Notes have been continuously held
and remain in possession of Lender and its predecessors; (iii) pursuant to
applicable Louisiana law, including without limitation, Louisiana Civil Code
Article 3158, the obligations of Borrower, its successor or assigns under the
pledge of the NCNB Collateral Note are entitled to retroactive ranking back to
the date of the original pledge, December 14,1989, (iv) pursuant to applicable
Louisiana law, including without limitation, Chapter

<PAGE>

9 of the Louisiana Commercial laws (La. R.S. 10:9-101 et seq.), the obligations
of Borrower, its successors or assigns, secured by the security interest granted
in the FDIC Collateral Note are entitled to retroactive ranking back to the date
of the granting of the original security interest, November 4, 1993.

         10.4 Borrower hereby ratifies, confirms and acknowledges the pledge of
the NCNB Collateral Note and the security interest granted in the FDIC
Collateral Note, and, in addition to, but not in lieu of the foregoing, hereby
grants a continuing security interest in the Collateral Notes in favor of
Lender, its successors and assigns, in order to secure any and all present or
future obligations of Borrower and/or Guarantor, their successors or assigns in
favor of Lender its successors or assigns.

         10.5 Borrower further acknowledges the rights of Lender and the rights
of Lender's successors and assigns to enforce the Collateral Notes and all
accessories or accessory obligations thereto.

                                   ARTICLE XI
                                 MISCELLANEOUS

         11.1 Lender's Representations and Warranties. Lender represents and
warrants that it is the holder and owner of the Note.

         11.2 Legal Opinion. Simultaneously with the execution of this
Agreement, if requested by Lender, Lender shall have received from legal counsel
retained by Borrower and acceptable to Lender an opinion of counsel ("Legal
Opinion") covering the following matters: (a) the due authorization of this
Agreement and any other documents executed in connection herewith in accordance
with their respective terms; (b) the validity and enforceability of this
Agreement; (c) compliance with applicable usury laws; (d) the due organization
and valid legal existence of Borrower and Guarantor; (e) the existence of, or
the nonexistence of, any requirement for any consent of any governmental
authority in connection with the execution, delivery or performance of this
Agreement and any other documents executed in connection herewith, (f) the
execution of this Agreement will not materially impair the security for the loan
represented by the Loan Documents (including, but not limited to, the continued
validity and enforceability of any guaranty given as security for the loan
represented by the Loan Documents) and (g) such other matters incident to the
transaction contemplated herein as Lender may reasonably request.

         11.3 Usury Sayinzs Clause. Notwithstanding anything to the contrary
contained elsewhere in this Agreement, Borrower, Guarantor and Lender hereby
agree that all agreements between them under this Agreement and with respect to
the loan represented by the Loan Documents, whether now existing or hereafter
arising and whether written or oral, are expressly limited so that in no
contingency or event whatsoever shall the amount paid, or agreed to be paid, to
Lender for the use, forbearance, or detention of the money loaned to Borrower,
or for the performance or payment of any covenant or obligation contained herein
or therein, exceed the maximum rate of interest under applicable law ('Maximum
Rate"). If from any circumstance whatsoever, fulfillment of any provision of
this Agreement at the time performance of such provisions shall be due shall
involved transcending the limit of validity prescribed by law, then,
automatically, the obligation to be fulfilled shall be reduced to the limit of
such validity, and if from any such circumstance Lender should ever receive
anything of value deemed interest by applicable law which would exceed the
Maximum Rate, such excessive interest shall be applied to the reduction of the
principal amount owing with respect to the Loan Documents or on account of the
indebtedness secured by the Loan Documents and not to the payment of interest,
or if such excessive interest exceeds the unpaid principal balance of the loan
represented by the Loan Documents and such other indebtedness, such excess shall
be refunded to Borrower. All sums paid or agreed to be paid to Lender for the
use, forbearance or detention of the loan represented by the Loan Documents and
other indebtedness of Borrower to Lender shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of such indebtedness until payment in full so that the actual rate of
interest on account of all such indebtedness is uniform throughout the actual
term of the loan represented by the Loan Documents or does not exceed the
Maximum Rate throughout the entire term of the loan represented by the Loan
Documents, as appropriate. By execution of this Agreement,

<PAGE>

Borrower acknowledges that it believes the loan represented by the Loan
Documents to be non-usurious and agrees that, if at any time Borrower should
have reason to believe that the loan represented by the Loan Documents is in
fact usurious, Borrower will give Lender notice of such condition, and Borrower
agrees that Lender shall have ninety (90) days after receipt of such notice in
which to make appropriate refund or other adjustment in order to correct such
condition if in fact such condition exists. The terms and provisions of this
Section 11.3 shall control every other provision of this Agreement and all other
agreements between Borrower, Guarantor and Lender.

         11.4 Further Assurances. Borrower and Guarantor further assure the
Lender that Borrower and/or Guarantor will execute such other documents as may
be required by Lender, in its sole discretion, to complete this Agreement or to
accomplish the intended purpose of this Agreement. 11.5 No Waiver. Borrower and
Guarantor acknowledge that by accepting payment of any sums set forth herein to
be paid by Borrower, Lender does not waive in any manner Lender's right to
require prompt payment when due of all other sums evidenced by the Note and
secured by the Loan Documents, as modified herein, and to declare a default for
failure of Borrower to comply fully with the terms and conditions of the Note
and the Loan Documents. A waiver of any default of Borrower under the Note or
the Loan Documents, as modified, shall not be or be deemed to be a waiver of any
other or similar default by Borrower after such waiver.

         11.6 Notices. Any notice, demand, request or other communication which
any party hereto may be required or may desire to give under this Agreement
shall be in writing and shall be deemed to have been property given (a) if hand
delivered (effective upon delivery), (b) if mailed (effective three days after
mailing) by United States registered or certified mail, postage prepaid, return
receipt requested, (c) if sent by a nationally recognized overnight delivery
service (effective one day after delivery to such courier), or (d) if sent by
facsimile (effective upon confirmation of transmission); provided that the
notice is also sent and received by U.S. Mail, in each case addresses as
follows:

         If to Lender:                      First Savings Bank, FSB
                                            301 S. Center Street
                                            Arlington, Texas 76010
                                            Attention: Richard J. Driscoll
                                            Facsimile: (817) 276-0451

         If to Borrower:            RadioSunGroup of Bryan/College Station, Inc.
                                            #26 Manor East Mall
                                            701 Villa Maria
                                            Bryan, Texas 77805
                                            Attention: John W. Biddinger
                                            Facsimile: (409) 823-5597

                                            SunGroup Broadcasting of
                                            Louisiana, Inc.
                                            725 Austin Place
                                            Shreveport, Louisiana 71101
                                            Attention: John W. Biddinger
                                            Facsimile: (318) 227-8020

         If to Guarantor:           SunGroup, Inc.
                                            2201 Cantu Court
                                            Suite 102A
                                            Sarasota, Florida 34232
                                            Attention: John W. Biddinger
                                            Facsimile: (941) 378-5449

<PAGE>

or such other address which any party entitled to receive notice hereunder
designates by notice to the others.

         11.7 Successors and Assigns. This Agreement and all provisions hereof,
including but not limited to all representations and warranties made herein,
shall extend to and be binding upon and inure to the benefit of the respective
heirs, legatees, legal representatives, successors and assigns of the parties
hereto.


<PAGE>

         11.8 Waiver of Jury.. LENDER, GUARANTOR AND BORROWER HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF LENDER,
GUARANTOR OR BORROWER WITH RESPECT THERETO. THIS PROVISION SETS FORTH THE MUTUAL
DESIRE OF LENDER, GUARANTOR AND BORROWER TO AVOID DELAYS IN THE RESOLUTION OF
DISPUTES INVOLVING THIS AGREEMENT. BORROWER AND GUARANTOR ACKNOWLEDGE THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS AGREEMENT.

         11.9 Modification of Other Loan Documents. The Loan Documents are
hereby modified in accordance with this Agreement. All references to a
particular Loan Document in the Loan Documents shall be deemed to refer to said
Loan Document as amended by this Agreement.

         11.10 Attorneys' Fees. Borrower and/or Guarantor shall reimburse Lender
for all reasonable attorneys' fees and expenses, arising from and after the date
hereof, incurred by Lender in connection with the enforcement of Lender's rights
under this Agreement and each of the other Loan Documents, as modified hereby
including, without limitation, reasonable attorneys' fees and disbursements for
trial, appellate proceedings, out-of-court workouts and settlements or for
enforcement of rights under any state or federal statute, including, without
limitation, reasonable attorneys' fees incurred in bankruptcy and insolvency
proceedings such as in connection with seeking relief from stay in a bankruptcy
proceeding. Borrower s and Guarantor's reimbursement obligation shall be part of
the indebtedness secured by the Loan Documents.

         11.11 Disclaimer of Novation, Extinguishment and Disch&=. Except as
expressly set forth herein, the parties hereto expressly disclaim any intent to
effect a novation or an extinguishment or discharge of any of the Borrower's
obligations under the Loan Documents. Except as expressly modified hereby, each
Loan Document remains in full force and effect and is hereby confirmed and
ratified in all respects.

         11.12 Entire Agreement. This Agreement contains the entire agreement
between the parties relating to the transactions contemplated hereby, and all
prior or contemporaneous agreements, understandings, representations and
statements, oral or written, are merged herein. No modification or amendment of
this Agreement or any waiver of any provision hereof shall be effective, unless
the same is in writing signed by the party against whom enforcement of such
modification, amendment or waiver is sought.

         11.13 Severability. If any of the provisions of this Agreement or the
application thereof to any persons or circumstances shall, to any extent, be
deemed invalid or unenforceable, the remainder of this Agreement and the
application of such provisions to persons or circumstances other than those as
to whom or which it is held invalid or unenforceable shall not be affected
thereby, and every provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.

         11.14 Voluntary Execution. Borrower and Guarantor have thoroughly read
and reviewed the terms and provisions of this Agreement and is familiar with the
same, have executed this Agreement voluntarily, in the absence of coercion or
duress, have been represented by counsel in the negotiation and delivery of this
Agreement, and understands the terms hereof and intends to be legally bound by
the same. Borrower and Lender have negotiated this Agreement at arms-length and
no provision is to be construed more strictly against one party than the other.

         11.15 No Joint Venture. Nothing in this Agreement shall be construed as
creating a partnership, joint venture or any other relationship between
Borrower, Guarantor or the Lender.

<PAGE>

         11.16 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Louisiana, without reference to any
principles of choice of laws or conflicts of laws.

         11.17 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one original instrument.

         THUS DONE AND PASSED, on the 12th day of January 1998, in the State of
Florida, County of Sarasota, City of Sarasota, in presence of the undersigned
Notary and the undersigned competent witnesses, who hereunto sign their names
with RSG and me after reading of the whole.


<PAGE>

WITNESSES:

X /s/ Lawrence A. Woods
X /s/ Robert N. Davies

                                           RADIOSUNGROUP OF BRYAN/COLLEGE
                                           STATION, INC.,
                                           a Texas Corporation
                                           By: /s/ John W. Biddinger
                                               Name: John W. Biddinger
                                               Title: President
 (NOTARY SEAL)
/s/  Merily Bryson McFadden

         THUS DONE AND PASSED, on the 12th day of January 1998, in the State of
Florida, County of Sarasota, City of Sarasota, in presence of the undersigned
Notary and the undersigned competent witnesses, who hereunto sign their names
with SGBL and me after reading of the whole.

WITNESSES:
X /s/ Lawrence A. Woods
X /s/ Robert N. Davies

                                           SUNGROUP BROADCASTING OF LOUISIANA,
                                           INC.,
                                           a Louisiana Corporation
                                           By: /s/ John W. Biddinger
                                               Name: John W. Biddinger
                                               Title: President
 (NOTARY SEAL)
/s/  Merily Bryson McFadden

         THUS DONE AND PASSED, on the 12th day of January 1998, in the State of
Florida, County of Sarasota, City of Sarasota, in presence of the undersigned
Notary and the undersigned competent witnesses, who hereunto sign their names
with Guarantor and me after reading of the whole.

WITNESSES:
X /s/ Lawrence A. Woods
X /s/ Robert N. Davies
                                           SUNGROUP, INC.,
                                           a Tennessee Corporation
                                           By: /s/ John W. Biddinger
                                               Name: John W. Biddinger
                                               Title: President

(NOTARY SEAL)
/s/  Merily Bryson McFadden

         THUS DONE AND PASSED, on the ___day of December 1996, in the State of
Texas, County of Tarrant, City of Arlington, in presence of the undersigned
Notary and the undersigned competent witnesses, who hereunto sign their names
with Lender and me after reading of the whole.

WITNESSES:
X /s/_____________________________

<PAGE>

X /s/_____________________________
                                               FIRST SAVINGS BANK, FSB
                                               By:
                                                   Name: Richard J. Driscoll
                                                   Title: President
____________________
NOTARY PUBLIC