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                                  EXHIBIT 10.3

          THIRD AMENDMENT OF AMENDED AND RESTATED LOAN AGREEMENT

          THIS AMENDMENT is made as of this 24th day of March, 1999, by and
between BULL RUN CORPORATION, a Georgia corporation ("Borrower"), and
NATIONSBANK, N.A. ("Lender").

                                    RECITALS

          WHEREAS, Lender and Borrower are parties to that certain Amended and
Restated Loan Agreement, dated as of March 20, 1998 (as amended, supplemented or
otherwise modified from time to time, the "Loan Agreement"), pursuant to which
Lender has agreed to make one or more loans from time to time to the Borrower in
accordance with the terms and conditions thereof; and

          WHEREAS, the parties desire to modify the Loan Agreement in certain
respects in accordance with the terms and conditions set forth herein.

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

          1. AMENDMENT OF LOAN AGREEMENT. Subject to the fulfillment of the
conditions precedent to the effectiveness of this Amendment which are set forth
below, Section 1.1 of the Loan Agreement is hereby amended by deleting from
Section 1.1 the term "Revolving Credit Facility Expiration Date" and by
substituting in lieu thereof the following new definition of such term:

                   "Revolving Credit Facility Expiration Date" shall mean May 1,
                   2000 (as such date may be extended, accelerated or amended
                   from time to time pursuant to this Agreement).


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

          3. REPRESENTATIONS AND WARRANTIES. To induce Lender to enter into this
Amendment, the Borrower does hereby warrant, represent and covenant to Lender
that: (a) each representation or warranty of the Borrower set forth in the Loan
Agreement is hereby restated and reaffirmed as true and correct on and as of the
date hereof as if such representation or warranty were made on and as of the
date hereof (except to the extent that any such representation or warranty
expressly relates to a prior specific date or period), and no Default or Event
of Default has occurred and is continuing as of this date under the Loan
Agreement as amended by this Amendment; and (b) each of the Borrower, Datasouth,
the Partnership and the Purchaser has the power and is duly authorized to enter
into, deliver and perform the Supplemental Credit Documents to which it is a
party, and each of the Supplemental Credit Documents is the legal, valid and
binding obligation of each Credit Party enforceable against such Credit Party in
accordance with its terms.
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          4. REIMBURSEMENT OF COSTS AND EXPENSES. The Borrower hereby agrees to
reimburse Lender on demand for all costs (including reasonable attorneys' fees)
incurred by Lender in negotiating, documenting and consummating this Amendment,
the other documents referred to herein, and the transactions contemplated hereby
and thereby.

          5. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT. The
effectiveness of this Amendment and the amendments provided in Section 1 above
are subject to the truth and accuracy in all material respects of the
representations and warranties of the Borrower contained in Section 3 above and
the receipt by Lender of one or more duly executed counterparts of this
Amendment.

          6. REFERENCE TO AND EFFECT ON THE CREDIT DOCUMENTS. Upon the
effectiveness of this Amendment, each reference in the Loan Agreement to "this
Agreement," "hereunder," "hereof" or words of like import referring to the Loan
Agreement, and each reference in the other Credit Documents to "the Loan
Agreement," "thereunder," "thereof" or words of like import referring to the
Loan Agreement, shall mean and be a reference to the Loan Agreement as amended
hereby.

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

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


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


                                    BORROWER:

                                    BULL RUN CORPORATION


                                    By: /s/ FREDERICK J. ERICKSON
                                       -----------------------------
                                    Name:  Frederick J. Erickson
                                         ---------------------------
                                    Title:  VP - Finance
                                          --------------------------



                                    LENDER:

                                    NATIONSBANK, N.A.

                                    By:  /s/  DAVID B. JACKSON
                                       -----------------------------
                                    Name:  David B. Jackson
                                         ---------------------------
                                    Title: Senior Vice President
                                          --------------------------