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                                                                    EXHIBIT 10.1


           MEMORANDUM OF AGREEMENT TO MAKE SUPPLEMENTAL LEASE PAYMENTS



This Memorandum of Agreement is entered into effective May 3, 2001, by and
between Intelefilm, Inc. ("Intelefilm"), successor in interest of Children's
Broadcasting Corporation ("CBC") and Christopher T. Dahl, doing business as CTD
Properties ("Dahl") AND MEMORIALIZES THE APRIL 7, 1999 BOARD RESOLUTION.



                                    RECITALS


FIRST: Dahl is fee owner of real property legally described on Exhibit A
attached hereto (the "Property").

SECOND: Pursuant to a lease between Dahl and Children's Radio Group, Inc. dated
November 1, 1996 and assumed by CBC, Dahl leased to CBC a radio tower located on
the Property, for use by radio station KYCR(AM) owned by CBC (the "CBC Lease").

THIRD: CBC sold KYCR(AM) to Salem Communications Corporation, now known as
Common Ground Broadcasting, Inc. ("Common Ground"). In connection with the sale,
Dahl agreed, on certain terms and conditions, to enter into a written lease
agreement with Common Ground dated October 30, 1998 (the "Common Ground Lease").

FOURTH: Dahl and Intelefilm desire to memorialize their understanding regarding
the Common Ground Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Dahl and Intelefilm hereby agree as follows:

1. RATIFICATION AND REAFFIRMATION OF RECITALS. Dahl and Intelefilm ratify and
reaffirm each statement in the Recitals section of this Memorandum.

2. MEMORIALIZATION OF UNDERSTANDING. This Memorandum memorializes the
pre-existing understanding between Dahl and Intelefilm, to-wit: Intelefilm
agrees to pay to Dahl the difference between rent he would have received from
Intelefilm ($4,500.00) and the monthly rent paid by Common Ground under the
Common Ground Lease, from November, 1998 to October 31, 2008. If the Common
Ground Lease is terminated for any reason and payments cease from Common Ground,
Intelefilm shall pay Dahl $4,500 per month until such time as Dahl, having
applied reasonable efforts, re-leases said site on terms consistent with then
existing market conditions (the "Re-Lease Date"), but in no event shall such
payments continue past October 31, 2008. After the Re-Lease Date and until
October 31, 2008, Intelefilm shall pay Dahl the difference between $4,500 per
month and the monthly rent paid after the Re-Lease Date.

3, AUTHORITY OF INTELEFILM. Intelefilm is a duly organized and validly existing
corporation under Minnesota law and is duly authorized to enter into and perform
under this Memorandum. The agreement memorialized by in this Memorandum valid
and binding in accordance with its terms, and the execution, delivery and
performance thereof are within the powers of Intelefilm and the signers signing
this Memorandum on behalf of Intelefilm.

4. SUCCESSORS AND ASSIGNS. This Memorandum shall be binding upon and inure to
the benefit of Dahl, Intelefilm and their successors and assigns.



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IN WITNESSETH WHEREOF, Intelefilm and Dahl have executed this Memorandum of
Agreement as of the date first-above written.

INTELEFILM, INC., SUCCESSOR IN INTEREST OF
CHILDREN'S BROADCASTING CORPORATION


By:
   ------------------------------------
   Its:


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CHRISTOPHER T. DAHL D/B/A CTD PROPERTIES




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                                                                       EXHIBIT A


                                LEGAL DESCRIPTION

Tract F, except the North 550 feet thereof and except the South 240 feet of the
North 790 feet of the East 60 feet of said Tract, Registered Land Survey No.
916, Files of Registrar of Titles, County of Hennepin.

Together with the non-exclusive private driveway easement described in Document
Nos. 669912 and 783952. See order Document No. 1305761.

Torrens Property
Torrens Certificate No. 1043222



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