EXHIBIT 10.14

                        T/SF COMMUNICATIONS CORPORATION

                CHIEF EXECUTIVE OFFICER EQUITY APPRECIATION PLAN


Purpose.  The purpose of this Chief Executive Officer Equity Appreciation Plan
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  is to motivate and retain the Chief Executive Officer of T/SF to attain the
  T/SF Group's primary long-term performance goals.

Definitions.  As used in the Plan, the following terms shall have the indicated
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  meanings:
 
     "Administrator" means T/SF's board of directors or any committee or
     individual appointed by the board of directors as Administrator of the
     Plan.

     "Base Amount" means $59.6 million.

     "Cause" means (a) conviction of a felony; (b) fraud, embezzlement or other
     misappropriation by Participant of funds or property of a member of the
     T/SF Group; (c) a breach of any of the Participant's fiduciary duties as an
     employee of a member of the T/SF Group; (d) any gross misconduct of the
     Participant which is injurious in any material respect to a member of the
     T/SF Group; or (e) Participant's failure to perform in any material respect
     the obligations under his Employment Agreement with T/SF.

     "Change-in-Control" means a sale of a common equity interest of 50% or more
     in T/SF to persons who are not affiliates of VS&A Communications Partners
     II, L.P. ("VS&A"), or a merger of T/SF with, or a sale of all or
     substantially all of the assets of the T/SF Group to, any other entity in
     which VS&A does not in the aggregate own at least 50% of the equity
     interests; provided, however, that a Change-in-Control shall not be deemed
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     to have occurred if, following a sale of common equity interests of T/SF
     pursuant to a public offering, VS&A and its affiliates continue to have a
     controlling interest in T/SF, even though such interest may constitute less
     than 50% of the equity interests of T/SF.

     "Closing Value" means:

                    (i) in the event the Participant's employment is terminated
                on account of death, disability or termination by a member of
                the T/SF Group without Cause (each, a "Qualified Termination
                Event"), an amount equal to the Fair Market Value as of the date
                of such Qualified Termination Event; or

                    (ii) in the event of a Change in Control prior to a
                Qualified Termination Event, an amount equal to the Fair Market
                Value as of the effective date of the Change in Control.

     "Equity Appreciation Unit" means a hypothetical unit of interest in the
     T/SF Group granted 

 
     to the Participant.

     "Fair Market Value" means, on any day, the fair market value of the equity
     of the T/SF Group as determined by the Administrator in its sole
     discretion.

     "Fiscal Year" means the period beginning on January 1 and ending on
     December 31.

     "Participant" means Ian L.M. Thomas.

     "Person" means any individual, partnership, firm, trust, corporation,
     limited liability company or other similar entity.

     "Plan" means this Chief Executive Officer Equity Appreciation Plan.

          "T/SF" means T/SF Communications Corporation, a Delaware corporation,
     or any successor thereto.

     "T/SF Group" means T/SF and any entity in which T/SF and its shareholders
     own all of the preferred and common equity interests.

Administration.  The Plan shall be administered by the Administrator.  Subject
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  to the provisions of the Plan, the Administrator shall have the authority to
  establish from time to time regulations for the administration of the Plan,
  interpret the Plan, delegate in writing administrative matters to employees or
  other persons, and make such other determinations and take such other action
  as it deems necessary or advisable for the administration of the Plan.  All
  decisions, actions and interpretations of the Administrator shall be final,
  conclusive and binding upon all parties.

Participation.  The Participant in the Plan shall be limited to the Chief
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  Executive Officer of T/SF.

  Vesting of Equity Appreciation Units.  Except as otherwise provided in the
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  Plan:

(a)       Vesting.  20% of the Equity Appreciation Units granted to the
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          Participant shall vest on the last day of each Fiscal Year after the
          date of the award provided that the Participant is an employee of a
          member of the T/SF Group on that date.

(b)       Vesting Upon a Change of Control.  Notwithstanding the foregoing, all
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          of the Equity Appreciation Units of the Participant shall vest upon
          the effective date of Change of Control provided that the Participant
          is an employee of a member of the T/SF Group on that date.

(c)       Vesting Upon Termination in Connection with an IPO. In the event that
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          the Participant's employment is terminated by a member of the T/SF
          Group in anticipation of or upon an initial public offering of a
          member of the T/SF Group, all of the Equity Appreciation Units of the
          Participant shall vest upon the date of such termination.

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  Entitlement to Payments Under the Plan.
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(a)       Qualified Termination Event.  If the Participant's employment is
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          terminated on account of a Qualified Termination Event, the
          Participant shall be entitled to receive from the shareholders of
          T/SF, in full payment of all amounts payable to the Participant under
          the Plan, an amount equal to (i) the excess of the Closing Value over
          the Base Amount multiplied by (ii) the quotient obtained by dividing
          the number of vested Equity Appreciation Units held by the Participant
          as of the effective date of termination by one million. Payment of the
          amount to which the Participant is entitled shall be deferred until,
          and shall be paid (without interest) within thirty business days
          after, the occurrence of a Change in Control, unless the
          Administrator, in its sole discretion, elects to pay the Participant
          earlier.  In the event of the death of the Participant after
          termination of his employment and prior to payment, the payment shall
          be made to such beneficiary as the Participant may have designated in
          writing during his or her lifetime or, if none, to his or her estate.

(b)       Change in Control.  If there is a Change in Control, the Participant
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          shall be entitled to receive from the shareholders of T/SF, in full
          payment of all amounts payable to the Participant under the Plan, an
          amount, payable in cash within thirty days after the effective date of
          the Change in Control, equal to (i) the excess of the Closing Value
          over the Base Amount multiplied by (ii) the quotient obtained by
          dividing the number of vested Equity Appreciation Units held by the
          Participant as of the effective date of the Change in Control by one
          million.  T/SF shall give the Participant written notice of the Change
          in Control as promptly as practicable thereafter.

(c)       Termination of Employment for Cause or Voluntary Termination.  If the
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          Participant's employment is terminated for Cause or the Participant
          voluntary terminates his employment, all Equity Appreciation Units
          granted to that Participant under the Plan, whether or not vested,
          shall be forfeited and the Participant shall not be entitled to any
          payment with respect to those Units.

  Other Terms and Conditions of Equity Appreciation Units.
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(a)       Agreements.  Each Equity Appreciation Unit granted under the Plan
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          shall be evidenced by a written agreement, in form approved and
          executed by the Administrator, which shall be subject to the terms and
          conditions of the Plan and to such other terms and conditions
          (including covenants by the employee not-to-compete or hire employees
          of any member of the T/SF Group) as the Administrator may consider
          appropriate.

(b)       Adjustments in Event of Change in Units.  In the event of any issuance
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          of new equity, capital raising, recapitalization, reorganization,
          merger, consolidation, split-up, or of any similar change affecting
          the equity interest in any member of the T/SF Group, the number and
          terms of the Equity Appreciation Units (whether or not then

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          outstanding) and the Base Amount shall be appropriately adjusted
          consistent with those changes and in such manner as the Administrator
          may determine equitable to prevent dilution or enlargement of the
          rights of Participants in the Plan.

(c)       Participants Not to Have Rights as Partners.  No Participant shall be,
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          or have any rights as, a shareholder or member of any member of the
          T/SF Group by virtue of having been granted Equity Appreciation Units.

(d)       Plan and Equity Appreciation Units Not to Confer Certain Rights.
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          Neither the Plan nor any action taken under the Plan shall be
          construed as giving any employee the right to be retained in the
          employ of a member of the T/SF Group or shall interfere in any way
          with the Administrator's right to terminate any Participant's
          employment at any time with or without Cause, whether or not there are
          then pending negotiations with respect to any transaction that would
          give rise to a payment to the employee under the Plan.  In addition,
          nothing in the Plan or any agreement evidencing the grant of Equity
          Appreciation Rights shall limit the Administrator's right to determine
          in its sole discretion the terms of any such transaction or limit the
          Administrator's right to manage the business and affairs of T/SF and
          the other members of the T/SF Group or give any Participant any claim
          against the T/SF or any such other entity with respect to any good
          faith decision relating to the business or affairs of T/SF or any
          other member of the T/SF Group (whether or not that decision affects
          any payment to which the employee would be entitled under the
          agreement).

No Claim or Right Under the Plan.  No employee shall at any time have the right
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  to be selected as the Participant in the Plan or, having been selected as the
  Participant and granted an Equity Appreciation Unit, to be granted any
  additional Equity Appreciation Unit.

Disposition of Equity Appreciation Units.  Neither all nor any portion of the
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  Equity Appreciation Units granted under the Plan nor any economic interest
  therein may be sold, conveyed, transferred, assigned, mortgaged, pledged,
  hypothecated or in any way otherwise encumbered or disposed of (each, a
  "Disposition") to any Person.  Any attempted Disposition shall be null and
  void and have no effect.

Taxes.  T/SF may make such provisions and take such steps as the Administrator
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  may determine necessary or appropriate for the withholding of all federal,
  state, local and other taxes required by law to be withheld with respect to
  Equity Appreciation Units under the Plan, including, but not limited to,
  deduction of the amount of withholding taxes from the amount otherwise payable
  to the Participant under the Plan.  It is acknowledged that the Participant is
  a foreign national for tax purposes.

No Liability.  No officer, director or shareholder of the Administrator shall be
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  personally liable to any employee of T/SF or any other member of the T/SF
  Group by reason of any action taken on behalf of the Administrator in
  connection with the Plan or for any mistake of judgment made in good faith
  with respect to the Plan.

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General Creditor Status.  All payments from the Plan shall be made by the
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  shareholders of T/SF (who are also members of the other members of the T/SF
  Group) from the amounts received by them on a Change of Control (net of any
  withholding taxes referred to in Paragraph 10) and no special or separate fund
  shall be established to assure payment with respect to any Equity Appreciation
  Units.

Amendment or Termination.  The Administrator may, with prospective or
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  retroactive effect, amend, suspend or terminate the Plan or any portion of the
  Plan at any time, except that no such amendment, suspension or termination
  shall deprive any Participant of any right with respect to any Equity
  Appreciation Unit granted under the Plan unless the Participant shall consent
  in writing to the amendment, suspension or termination.

Captions.  The captions preceding the sections of the Plan have been included
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  solely as a matter of convenience and shall not in any manner define or limit
  the scope or intent of any provision of the Plan.

Governing Law.  The Plan and all rights under the Plan shall be governed by and
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  construed in accordance with the law of the State of New York applicable to
  agreements made and to be performed entirely within New York.

Effective Date.  The Plan shall become effective as of January 1, 1998.
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