1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (the "Amendment") is made as of the 9th day of September, 1997, by and between American Telecasting, Inc., a Delaware corporation (the "Company"), and David K....

   1
                   FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     This First Amendment to Employment Agreement (the "Amendment") is made
as of the 9th day of September, 1997, by and between American Telecasting,
Inc., a Delaware corporation (the "Company"), and Xxxxx X. Xxxxxxx ("Employee").

     WHEREAS, the Company and the Employee entered into an Employment Agreement
dated as of the 10th day of August, 1995 (the "Employment Agreement"); and

     WHEREAS, the Company and the Employee wish to extend the term of the
Employment Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual promises set
forth herein, the sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:

     1.   Section 2 of the Employment Agreement is hereby amended in its
entirety to read as follows:

          2.   Term of Agreement. The term of this Agreement shall commence on
          the date first written above (the "Effective Date") and such term and
          the employment hereunder shall continue, unless earlier terminated in
          accordance with terms of Paragraph 4, for a period of four (4) years
          (the "Term of Employment").

     2.   Except as set forth herein, the Employment Agreement remains in full
force and effect.

     IN WITNESS WHEREOF, the parties hereto have properly and duly executed
this Amendment as of the date first written above.

AMERICAN TELECASTING, INC.                        EMPLOYEE



By: /s/ XXXXXX X. XXXXXXXXX                       /s/ XXXXX X. XXXXXXX
    -------------------------------               ------------------------------
    Xxxxxx X. Xxxxxxxxx                           Xxxxx X. Xxxxxxx
    President and
      Chief Executive Officer