EXHIBIT 1

                      SECOND MODIFICATION OF LOAN AGREEMENT

          THIS  MODIFICATION is made as of this 24th day of September,  1996, by
and  between  BULL RUN  CORPORATION,  a Georgia  corporation  ("Borrower"),  and
NATIONSBANK, N.A. (SOUTH), a Georgia banking corporation, successor by merger to
Bank South ("Lender").

                               Statement of Facts

          Lender and Borrower are parties to that certain Loan Agreement,  dated
as of March 29, 1995, as amended by the First  Modification  of Loan  Agreement,
dated as of January 3, 1996,  (the "Loan  Agreement"),  pursuant to which Lender
has  agreed  to make one or more  loans  from  time to time to the  Borrower  in
accordance with the terms and conditions thereof.  Lender and Borrower desire to
modify the Loan Agreement in order to provide for a new $5,000,000 term loan, to
increase the revolving credit loan to $2,000,000,  and in certain other respects
in accordance with the terms and conditions set forth herein.

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

                               Statement of Terms

         1.  Amendments of Loan  Agreement.  Subject to the  fulfillment  of the
conditions  precedent to the  effectiveness of this  Modification  which are set
forth below, the Loan Agreement shall be amended as follows:

                  (a) Section 1.01 of the Loan  Agreement  is hereby  amended by
          adding to Section 1.01 the following new definitions:

                           "Capital   Expenditures"   shall   mean   the   cost,
                  determined  in  accordance  with GAAP,  of any fixed  asset or
                  improvement,   or  replacement,   substitution,   or  addition
                  thereto,  which  have a useful  life of more  than  one  year,
                  including,  without  limitation,  those  arising in connection
                  with Capital Leases.

                           "Capital Lease" shall mean any lease of Property by a
                  Person that, in accordance with GAAP, should be reflected as a
                  liability on the balance sheet of such Person.



<PAGE>
                           "Debt   Service"   shall  mean,  for  any  period  of
                  determination,  the sum of the following  (determined  without
                  duplication) for the Borrower and its Subsidiaries, determined
                  on a consolidated  basis in accordance with GAAP: (a) interest
                  expense for such period; (b) dividends paid during such period
                  (other than any  dividend or  distribution  payable in capital
                  stock of the same  class);  (c) the  aggregate  amount  of all
                  regularly  scheduled  payments of  principal to be made during
                  the four consecutive fiscal quarters immediately following the
                  determination  of the Debt Service  Ratio  pursuant to Section
                  7.05(d) hereof,  and (d) payments for state and federal income
                  taxes during such period, provided, however, that Debt Service
                  shall not include  payment by the  Borrower in March,  1996 of
                  its tax  liability  for  1995 in an  amount  of  approximately
                  $450,000.

                           "Debt  Service  Ratio"  shall  mean for any period of
                  determination  the ratio of (a) EBITDA for such  period to (b)
                  Debt Service for such period.

                           "EBITDA"  shall mean,  with  respect to any period of
                  determination,  the Borrower's net income for such period,  as
                  determined  on  a   consolidated   basis   together  with  its
                  Subsidiaries  in  accordance  with  GAAP and  reported  on the
                  financial  statements  for such period  delivered  pursuant to
                  Section  7.01  hereof,  plus  any  and  all of  the  following
                  deducted in determining such net income: (a) interest expense;
                  (b)  state and  federal  income  taxes  accrued  or  otherwise
                  provided for; (c) depreciation; and (d) amortization.

                            "Marketable  Securities"  shall  mean  any  security
                   traded on the  American  Stock  Exchange,  the New York Stock
                   Exchange or NASDAQ.

                           "Property"  shall  mean any  interest  in any kind of
                  property  or  asset,  whether  real,  personal  or  mixed,  or
                  tangible or intangible.

                           "Third  Term Loan"  shall  mean any and all  advances
                  made by Lender to Borrower under the Third Term Loan Facility.

                           "Third Term Loan  Facility"  shall mean the term loan
                  facility  provided by Lender to Borrower  under  Section 3.02A
                  hereof.

                           "Third Term Loan Facility Expiration Date" shall mean
                  September 30, 1996 (as such date may be extended,  accelerated
                  or amended from time to time pursuant to this Agreement).

                           "Third Term Loan Maximum Availability" shall mean
                  $5,000,000.



<PAGE>
                           "Third Term Loan Note" shall mean the Third Term Loan
                  Note, dated as of the date of the Second  Modification of Loan
                  Agreement,  executed by the  Borrower and payable to the order
                  of the  Lender  as  evidence  of the  Third  Term Loan and any
                  extension,  renewal,  modification  or replacement  thereof or
                  therefor.

                           "Third   Term   Loan    Obligations"    shall   mean,
                  collectively,  any  and all  Obligations  of  Borrower  to pay
                  Lender the principal of, interest or fees on, collection costs
                  for, or any other sums owing in respect of the Third Term Loan
                  or the Third Term Loan Note.

                  (b)  Section  1.01 of the Loan  Agreement  is  hereby  further
         amended  by  deleting   from  Section  1.01  the  terms   "Collateral,"
         "Revolving Credit Facility  Expiration Date," "Revolving Credit Maximum
         Availability," "Term Loan Facilities," "Term Loan Notes," "Term Loans,"
         and "Warrant" by substituting in lieu thereof the following new
         definitions of such terms:

                           "Collateral" shall mean (i) the Pledged Shares,  (ii)
                  the Warrants,  (iii) any and all other  property  which may be
                  hereafter  pledged or  collaterally  assigned  to Lender or in
                  which  Lender  may be  otherwise  granted a Lien to secure the
                  Obligations  pursuant  to any and all of the Credit  Documents
                  and  (iv)  any and  all  cash  and  non-cash  proceeds  of the
                  foregoing.

                           "Revolving  Credit  Facility  Expiration  Date" shall
                  mean April 1, 1998, (as such date may be extended, accelerated
                  or amended from time to time pursuant to this Agreement).

                           "Revolving  Credit Maximum  Availability"  shall mean
                  $2,000,000  (as such amount may be adjusted  from time to time
                  pursuant to this Agreement).

                            "Term Loan Facilities" shall mean, collectively, the
                   First Term Loan Facility,  the Second Term Loan Facility, and
                   the Third Term Loan Facility.

                            "Term Loan  Notes"  shall  mean,  collectively,  the
                   First Term Loan  Note,  the  Second  Term Loan Note,  and the
                   Third Term Loan Note.

                           "Term Loans" shall mean, collectively, the First Term
                  Loan, the Second Term Loan, and the Third Term Loan.

                           "Warrants"  shall mean (a) the  warrant  to  purchase
                  487,500  shares of the common  stock of Gray issued on January
                  3, 1996, by Gray in favor of Borrower in  connection  with the
                  Subordinated Note, and any extension, modification, supplement
                  or  replacement  thereof or  therefor,  and (b) the warrant to
                  purchase  250,000  shares of common stock of Gray issued or to
                  be issued by Gray in favor of the Borrower in connection  with
                  the  issuance  of series B  preferred  stock of Gray,  and any
                  extension, modification,  supplement or replacement thereof or
                  therefor.


<PAGE>

                  (c) The Loan Agreement is hereby further amended by adding the
         following  Section 3.02A after the existing Section 3.02 and before the
         existing Section 3.03:

                           Section 3.02A. Third Term Loan Facility.

                           (a)  Subject  to the  terms  and  conditions  of this
                  Agreement,  the Lender agrees to advance to the Borrower, from
                  time to time on or  prior  to the  Third  Term  Loan  Facility
                  Expiration Date and upon the Borrower's  request  therefor,  a
                  Third  Term  Loan in the  principal  amount of up to the Third
                  Term Loan Maximum Availability.

                           (b) The proceeds of the Third Term Loan shall be used
                  to purchase (i) 500 shares of series B preferred stock of Gray
                  and (ii) warrants to purchase 250,000 shares of class A common
                  stock of Gray.

                  (d) The Loan Agreement is hereby  further  amended by deleting
         the existing  Section  3.03(d) in its entirety and by  substituting  in
         lieu thereof, the following new Section 3.03(d):

                           (d) The Lender,  upon  determining the Adjusted LIBOR
                  for any Interest  Period  applicable  to any Term Loan,  shall
                  promptly  notify by  telephone  (confirmed  in  writing) or in
                  writing the Borrower thereof and any such determination by the
                  Lender  shall,  in the  absence of manifest  error,  be final,
                  conclusive and binding for all purposes.

                  (e) The Loan Agreement is hereby further  amended by adding to
         Section 3.04 the following subsection (d) after subsection (c) thereof:

                           (d) The  Borrower's  obligation  to pay to the Lender
                  the  principal of and interest on the Third Term Loan shall be
                  evidenced  by the  records of the Lender  (subject  to Section
                  4.05  hereof) and by the Third Term Loan Note.  The  principal
                  balance of the Third Term Loan shall be payable in forty-seven
                  (47)  consecutive  monthly  installments of $50,000 each, with
                  the first such installment due on February 1, 1999 and each of
                  the remaining  installments  being due on the same day of each
                  succeeding  month  thereafter,  together  with a  forty-eighth
                  (48th) and final  installment  of  principal on the Third Term
                  Loan which shall be due on January 1, 2003 in an amount  equal
                  to the entire remaining unpaid principal  balance of the Third
                  Term Loan.

                  (f) The Loan Agreement is hereby  further  amended by deleting
         Section  4.04(b)  and  Section  4.04(c)  in  their  entireties  and  by
         substituting  in lieu  thereof the  following  new Section  4.04(b) and
         Section 4.04(c):

                           (b)  The  Obligations  shall  be  secured  by (i) the
                  Borrower's  first-priority  and perfected pledge to the Lender
                  of one hundred  percent of the  outstanding  capital  stock of
                  Guarantor  pursuant to the Borrower  Stock  Pledge  Agreement,
                  (ii) the  Guarantor's  first priority and perfected  pledge to
                  the  Lender  of  169,431  shares of the  common  stock of Gray
                  pursuant to the First Guarantor  Pledge  Agreement,  and (iii)
                  the  Partnership's  first priority and perfected pledge to the
                  Lender of 1,284,000 shares of the common stock of the Borrower
                  pursuant to the Partnership Pledge Agreement.

<PAGE>

                           (c) The Second  Term Loan  Obligations  and the Third
                  Term Loan  Obligations  shall be  secured  by the  Guarantor's
                  first-priority  and perfected  pledge to the Lender of 906,294
                  shares  of the  common  stock  of  Gray  in  exchange  for the
                  Subordinated  Note  pursuant  to the Second  Guarantor  Pledge
                  Agreement  and  shall be  further  secured  by the  Borrower's
                  first-priority  and  perfected  pledge  to the  Lender  of 500
                  shares of series B  preferred  stock of Gray,  1000  shares of
                  series  A  preferred  stock  of Gray  and all of the  Warrants
                  pursuant to the Second Borrower Pledge Agreement.

                  (g) The Loan Agreement is hereby  further  amended by deleting
         Section 7.05(c) in its entirety and by substituting in lieu thereof the
         following new Section 7.05(c):

                           (c) Borrower's  Leverage Ratio shall not be more than
                  1.8 to 1.0 as of the end of any fiscal  quarter or year ending
                  on or after September 30, 1996.

                  (h) The Loan Agreement is hereby  further  amended by deleting
         Section  7.05(d) in its entirety,  and by substituting in lieu thereof,
         the following new Section 7.05(d):

                           (d)  As of  the  last  day of  each  fiscal  quarter,
                  Borrower's Debt Service Ratio for the four quarter period then
                  ended  shall  not be less  than  1.1 to 1.0 at any  time on or
                  after December 31, 1996.

                  (i) The Loan Agreement is hereby further amended by adding the
         following new Section 9.01(xiv) after the existing Section 9.01(xiii):

                           (xiv)  the  aggregate  value  of all  of  Purchaser's
                  unpledged and  non-affiliated  Marketable  Securities shall be
                  less than  $60,000,000  at any time on or after  September 30,
                  1996.

         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  Modification or any of the other
Supplemental  Credit  Documents  (as  defined  below) is  intended,  or shall be
construed,  to constitute a novation or an accord and satisfaction of any of the
Obligations  or to modify,  affect or impair the  perfection  or  continuity  of
Lender's  security  interests  in,  security  titles  to or  other  Liens on any
Collateral for the Obligations.

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

         4.  Facility  Fee.  In  consideration  of  Lender  entering  into  this
Modification,  Borrower  shall  pay to  Lender  on or  before  the  date of this
Modification,  a non-refundable  facility fee of $37,500.  Borrower acknowledges
that such facility fee shall be fully earned by the Lender

<PAGE>



upon the Lender's receipt of such fee and shall be non-refundable.

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

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

                  (a)  Lender  shall  have  received  one or more duly  executed
         counterparts of this Modification, the Revolving Credit Note, the Third
         Term Loan  Note,  the First  Modification  of  Second  Borrower  Pledge
         Agreement,  and the Second  Modification of Amended and Restated Second
         Guarantor Pledge Agreement;

                  (b)  Lender  shall  have   received   the   originals  of  all
         certificates or other  instruments,  evidencing the shares and warrants
         covered by the First  Modification of Second Borrower Pledge  Agreement
         and a UCC-1 financing  statement  covering such  collateral,  both duly
         executed and delivered by Borrower;

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

                  (d)  Lender  shall have  received  closing  certificates  duly
         executed  and  completed  by  the  Borrower,   the  Guarantor  and  the
         Partnership and a duly executed and completed  Federal Reserve Form U-1
         relating to each of the  Revolving  Credit Loan,  the Second Term Loan,
         and the Third Term Loan;

                   (e) Lender shall have received an opinion of the  Borrower's,
         the  Guarantor's,   the  Partnership's  and  the  Purchaser's   counsel
         addressing such legal matters as may be requested by the Lender;

                  (f) Lender shall have received a certificate  of existence for
         Borrower  from the  Secretary  of State of Georgia and a good  standing
         certificate for Guarantor from the Secretary of State of Delaware;

                  (g) Lender shall have received  payment of the facility fee by
         Borrower pursuant to Section 4 hereof plus all interest accrued through
         the effective date of this  Modification on the First Term Loan and the
         Second Term Loan;

         7.  Conditions  Precedent  to  Funding  of the  Third  Term  Loan.  The
following condition, together with the conditions set forth in Section 6 hereof,
are conditions precedent to the funding of the Third Term Loan:

                  (a) All  conditions  precedent to the issuance of the series A
         preferred  stock of Gray, the series B preferred stock of Gray, and the
         Warrants shall have been fulfilled  (other than the disbursement of the
         Third Term Loan  proceeds  as  contemplated  hereby),  and the series A
         preferred stock of Gray, the series B preferred stock of Gray,


<PAGE>



         and the Warrants shall be issued on terms and conditions acceptable to 
         Lender in all respects;

         8. Post-Closing Matters. Borrower acknowledges that a written report of
examinations of the Uniform  Commercial Code financing  statement,  tax lien and
judgment lien records of Fulton  County has been  requested and will be returned
to Lender.  Borrower  agrees that if such  written  report shows Liens of record
upon the  Borrower  other  than  those of  Lender  or any  other  item of record
unsatisfactory to Lender,  Borrower shall, upon Lender's request,  cause same to
be removed from the record within thirty (30) days of such request.

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

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


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


                BORROWER:

                BULL RUN CORPORATION


                By:      /s/ Robert S. Prather, Jr.
                         ---------------------------------
                         Robert S. Prather, Jr., President
     


                LENDER:

                NATIONSBANK, N.A. (SOUTH)


                By:      /s/ Gary L. Young
                         ------------------------------------
                         Gary L. Young, Senior Vice President