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  Secured  Promissory  Note (the  "Note"),  the
interim  financial  requirements  of TW will exceed the  originally  anticipated
$400,000 maximum. Accordingly, the undersigned has requested that the maximum be
raised to $600,000.  This  acknowledgment  will serve to amend the  Agreement to
increase the maximum to $600,000,  and to substitute for the existing Note a new
secured  promissory  note 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
New Note. In all other respects,  the Agreement is unchanged and remains in full
force and effect.

Executed this 17th day of September, 1996.

                                                 TRADEWINDS TELEVISION, LLC


                                                 By: ___________________________
                                                     Rick Pack, President



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