Exhibit 10.2

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                                 OF JASON ELKIN

         THIS SECOND AMENDMENT to that certain Employment Agreement ("ORIGINAL
AGREEMENT") dated as of April 29, 1997 by and among CTN Media Group, Inc., f/k/a
College Television Network, Inc., a Delaware corporation (the "COMPANY"), U-C
Holdings, L.L.C., a Delaware limited liability company ("HOLDINGS") and Jason
Elkin ("EXECUTIVE"); is made as of the 26 day of May, 2000 between the
Company and Executive.

                              W I T N E S S E T H:

         WHEREAS, the Company and the Executive each desire to renew and modify
certain terms of the Original Agreement, as set forth in this Amendment;

         NOW THEREFORE, in consideration of the mutual premises contained
herein, and for other good and valuable consideration, the receipt and adequacy
of which are acknowledged by the parties hereto, the parties, intending to be
legally bound, hereby agree as follows:

         1. DEFINED TERMS. All defined terms in the Original Agreement shall
have the same meaning herein unless the context requires otherwise or unless
redefined herein.

         2. RENEWAL AND TERM OF EMPLOYMENT. Executive shall continue to serve as
the Chairman of the Board of Directors and Chief Executive Officer of the
Company and have those duties set forth in Section 2 of the Original Agreement
until April 25, 2004 (such date shall be deemed to be the "EXPIRATION DATE")
(such additional term to be referred to as an "EXTENSION PERIOD" which shall be
included in the definition of "EMPLOYMENT PERIOD" for the purposes of the
Original Agreement), subject to the terms and conditions regarding termination
or expiration as described in the Original Agreement.

         3. CHOICE OF LAW. This Amendment will be governed by the internal law,
and not the laws of conflicts, of the State of Georgia.

         4. REMAINING PROVISIONS. All other terms and conditions of the Original
Agreement not modified by this Amendment shall remain as originally set forth in
the Original Agreement.

         5. COUNTERPARTS. This Amendment may be executed in multiple
counterparts with the same effect as if all signing parties had signed the same
document. All counterparts shall construed together and constitute the same
instrument.

                       SIGNATURES BEGIN ON THE NEXT PAGE.





         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                       CTN MEDIA GROUP, INC.

                                        By:  /s/ PATRICK DORAN
                                            ------------------
                                        Its: CHIEF FINANCIAL OFFICER

                                        U-C HOLDINGS, L.L.C.

                                        By:  Willis Stein & Partners, L.P.
                                        Its: Managing Member

                                            By: Willis Stein & Partners, L.L.C.
                                            Its:General Partner

                                             By:   /s/ DANIEL M. GILL
                                                   ------------------
                                             Its:  Manager

                                       /s/ JASON ELKIN
                                       ---------------
                                       JASON ELKIN