AMENDMENT
                                      TO
                         BUSSE BROADCASTING CORPORATION
                            LONG-TERM INCENTIVE PLAN

            This AMENDMENT dated as of   May 31, 1996 (this "Amendment") to 
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Busse Broadcasting Long-Term Incentive Plan (the "Plan") has been adopted in 
its entirety by the Board of Directors of Busse Broadcasting Corporation.

            1.    DEFINED TERMS.  Unless otherwise defined herein, terms 
defined in the Plan and used herein shall have the meanings given to them in 
the Plan.

            2.    AMENDMENT TO THE PLAN.  The Plan is hereby amended by 
deleting Section 5(c) thereof in its entirety and adding the following 
language in lieu thereof:

            (c)   TRIGGER EVENT.  Upon the occurence of a Trigger Event
       with respect to a Participant, the Company shall pay to such
       Participant, on the date on which such Trigger Event occurs,
       an amount equal to such Participant's Maximum Amount.

            3.    EFFECTIVENESS;  MISCELLANEOUS.  (a)  This Amendment shall 
become effective as of the date first set forth above.

            (b)  Section headings used herein are for convenience of reference 
only and are not to affect the construction of, or to be taken into 
consideration in interpreting, this Amendment.

            (c)  This Amendment shall be construed and enforced in accordance 
with, and governed by, the laws of the State of Michigan, determined without 
regard to its choice of law rules.

            (d)  Except as specifically amended or modified hereby, the Plan 
shall continue in full force and effect in accordance, with the provisions 
thereof.  As used therein, the terms "Plan," "herein," "hereunder," 
"hereinafter," "hereto," and words of similar import shall, unless the 
context otherwise requires, refer to the Plan as amended hereby.