EXHIBIT 10.3

                              SECOND TERM LOAN NOTE

$32,500,000                                                      MARCH 20, 1998

              FOR VALUE RECEIVED, the undersigned, BULL RUN CORPORATION, a
Georgia corporation (the "Borrower"), hereby promises to pay to the order of
NATIONSBANK, N.A. (herein, together with any subsequent holder hereof, called
the "Lender"), the principal sum of THIRTY-TWO MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($32,500,000), or the outstanding principal amount of the Second
Term Loans made to the Borrower by the Lender pursuant to the Loan Agreement
referred to below, which principal sum shall be payable (i) in a single
installment on the Maturity Date or (ii) on any earlier date on which all
amounts outstanding under this Second Term Loan Note (this "Note") have become
due and payable pursuant to the provisions of Section 9.02 of the Loan
Agreement. The Borrower likewise promises to pay interest on the outstanding
principal balance of the Second Term Loan made by the Lender to the Borrower, at
such interest rates, payable at such times, and computed in such manner, as are
specified in the Loan Agreement in strict accordance with the terms thereof.

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

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

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

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



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

THIS NOTE IS MADE AND GIVEN IN REPLACEMENT OF (1) THAT CERTAIN SECOND TERM LOAN
NOTE EXECUTED ON JANUARY 3, 1996 IN THE ORIGINAL PRINCIPAL AMOUNT OF
$13,100,000, (2) THAT CERTAIN THIRD TERM LOAN NOTE EXECUTED ON SEPTEMBER 24,
1997 IN AN ORIGINAL PRINCIPAL AMOUNT OF $5,000,000, (3) THAT CERTAIN FOURTH TERM
LOAN NOTE EXECUTED ON NOVEMBER 21, 1997 IN AN ORIGINAL PRINCIPAL AMOUNT OF
$1,400,000, (4) THOSE CERTAIN ADDITIONAL TERM LOAN NOTES EXECUTED ON THE
FOLLOWING DATES AND IN THE FOLLOWING AMOUNTS:
                                         DATE                      AMOUNT
                                         ----                      ------
                               DECEMBER 2, 1997                 $   902,503.00
                               DECEMBER 10, 1997                $   457,509.00
                               DECEMBER 12, 1997                $ 1,197,631.00
                               JANUARY 6, 1998                  $   723,452.50
                               JANUARY 16, 1998                 $   881,327.50
                               JANUARY 22, 1998                 $ 1,060,442.00;

AND (5) THOSE CERTAIN UNSECURED NOTES EXECUTED ON THE FOLLOWING DATES AND IN THE
FOLLOWING AMOUNTS:
                                        DATE                       AMOUNT
                                        ----                       ------
                               DECEMBER 15, 1997                $   686,099.75
                               DECEMBER 24, 1997                $   583,184.00
                               JANUARY 9, 1998                  $ 2,965,446.50

EACH ISSUED BY THE BORROWER IN FAVOR OF THE LENDER, AND IS NOT INTENDED TO BE A
NOVATION.


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


                                                 BULL RUN CORPORATION

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