ACKNOWLEDGMENT

     The  undersigned  for himself,  individually,  and on behalf of  Tradewinds
Television,  LLC  ("TW"),  acknowledges  that,  since  the  September  13,  1996
execution of the Interim  Financing and Security  Agreement  (the  "Agreement"),
together  with the original  Secured  Promissory  Note in the maximum  amount of
$400,000,  substituted Secured Promissory Note in the maximum amount of $600,000
(the "Old Note"),  and additional  Secured Promissory Note in the maximum amount
of $722,997.18 (the "Additional Note") the interim financial  requirements of TW
will exceed the originally  anticipated  $400,000 maximum,  substituted $600,000
maximum and increased  $722,997.18  maximum.  Accordingly,  the  undersigned has
requested that the maximum be raised to $822,997.18.  This  acknowledgment  will
serve to amend the  Agreement  to  increase  the maximum to  $822,997.18  and to
provide  an  additional  secured  promissory  note  in  the  maximum  amount  of
$100,000.00 in the form attached as Exhibit A hereto (the "New Note"). Reference
in the  Agreement  to the "Note"  shall be deemed to refer to the Old Note,  the
Additional  Note and the New  Note.  In all other  respects,  the  Agreement  is
unchanged and remains in full force and effect.

Executed this 19th day of November, 1996.

                                                 TRADEWINDS TELEVISION, LLC


                                                 By: ___________________________
                                                     Rick Pack, President



                                                  ------------------------------
                                                  RICK PACK, an individual