BUSSE BROADCASTING CORPORATION
                         141 EAST MICHIGAN AVENUE, SUITE 300
                             KALAMAZOO, MICHIGAN 49007
                      Phone: 616-388-8019  Facsimile: 616-388-6089


             FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                                 AS OF FEBRUARY 6, 1997

     This First Amendment, to that certain Amended and Restated Employment 
Agreement between Busse Broadcasting Corporation ("BBC") and Cheryl Weinke 
("Employee") dated February 20, 1995 attached as Exhibit A hereto (the 
Employment Agreement"), is entered into as of the date first above written 
(the "First Amendment").

     All capitalized terms not defined herein shall have the same meaning as 
ascribed to such terms in the Employment Agreement.

     BBC and Employee mutually agree to amend the Employment Agreement by 
deleting the phrase "December 31, 1997" in the second sentence of Section 4. 
TERM OF AGREEMENT and replacing the deleted phrase with "December 31, 1998" 
and by providing for an annual base salary for the 1998 calendar year by 
inserting into Section 3. Annual Base Salary of Exhibit A to the Employment 
Agreement the phrase "and $108,485 from January 1, 1998 through December 31, 
1998;".

     All other terms and conditions of the Employment Agreement will remain 
in full force and effect and are hereby restated, confirmed and ratified.

     IN WITNESS WHEREOF, this First Amendment has been duly executed as of 
the date first above written.

Busse Broadcasting Corporation,
a Delaware Corporation



By:  /s/James C. Ryan
  -----------------------------
     James C. Ryan
     Treasurer




By:  /s/Cheryl Weinke
  -----------------------------
     Employee