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 ("Guarantor");

<PAGE>

                                     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:

<PAGE>

                                  ARTICLE I
                            RECITALS INCORPORATED

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

                                  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. Section 1321) or listed pursuant to Section 307 of the Clear
        Water Act (33 U.S.C. Section 1317).

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

<PAGE>

        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) (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").
                           (1/12/98)

        3.4.3     Borrower shall pay $10,000 as a principal reduction to
        lender on June 15, 1998.
                           (1/12/98)

        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;

<PAGE>

        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 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.

                                  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;

<PAGE>

        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;

        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;

<PAGE>

        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;  (1/12/98)

        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;

        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.

<PAGE)

                                 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
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.

<PAGE>

                                  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 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.

<PAGE>

        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

<PAGE>

Maximum Rate throughout the entire term of the loan represented by the Loan
Documents, as appropriate.  By execution of this Agreement, 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 mamer 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

<PAGE>

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

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.

        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,

<PAGE>

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.

        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.

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
                                 ---------------------------------------
                                 John W. Biddinger, President


(NOTARY SEAL)

/s/ Merily Bryson McFadden
--------------------------
Notary Public

<PAGE>

        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
                                   ----------------------------
                                   John W. Biddinger, President


 (NOTARY SEAL)

/s/ Merily Bryson McFadden
--------------------------
Notary Public

        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
                                    --------------------------
                                  John W. Biddinger, President


(NOTARY SEAL)

/s/ Merily Bryson McFadden
--------------------------
Notary Public

<PAGE>

        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/_____________________________

X /s/_____________________________


                                            FIRST SAVINGS BANK, FSB



                                        By: ------------------------------
                                            Richard J. Driscoll, President



----------------------------------
NOTARY PUBLIC