Sherri Winkler
MW Holdings, LP
418 Gentlemen's Ridge 
Signal Mtn.,  TN   37377

RE:     PURCHASE NOTES

Dear Sherri and MW Holdings:

	It is my understanding that you and Signal have agreed to 
convert the Purchase Notes (as defined in that certain Stock 
Purchase Agreement dated October 5, 1994 among Signal, Marvin 
Winkler, Sherri Winkler, MW Holdings, L.P. and other parties 
therein) into preferred stock of Signal, and to convert such 
preferred stock into one million shares of common stock of 
Signal.  By signing this letter where indicated below you hereby 
agree that such exercise shall occur upon the commencement of the 
effective date of Marvin Winkler's Employment Agreement with 
Signal.

                                  					/s/ William Watts
                                  					William Watts
                                  					Chief Financial Officer


            	Accepted this 10th day of May, 1995, by:


                                  					/s/ Sherri Winkler
                                  					Sherri Winkler
                                  					MW Holdings, L.P.
                                  					By:  MW Equities, Inc.
	
	                                  				/s/ Marvin Winkler
                                  					Marvin Winkler
                                  					President