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  and  substituted  Secured  Promissory  Note in the  maximum  amount of
$600,000 (the "Old Note"), the interim financial  requirements of TW will exceed
the originally  anticipated  $400,000 maximum and substituted  $600,000 maximum.
Accordingly,  the  undersigned  has  requested  that the  maximum  be  raised to
$722,997.18.  This  acknowledgment will serve to amend the Agreement to increase
the maximum to $722,997.18 and to provide an additional  secured promissory note
in the maximum  amount of  $122,997.18  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 and the New Note. In all other respects,  the Agreement is
unchanged and remains in full force and effect.

Executed this 17th day of October, 1996.


                                                 TRADEWINDS TELEVISION, LLC


                                                 By: ___________________________
                                                     Rick Pack, President



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