Sample Business Contracts


Time Brokerage Agreement - Sinclair Communications Inc., River City Broadcasting LP, River City License Partnership and Sinclair Broadcast Group Inc.

Partnership Forms


                            TIME BROKERAGE AGREEMENT


         This TIME BROKERAGE AGREEMENT (the "Agreement") is entered into on this
31st day of May,  1996, by and among Sinclair  Communications,  Inc., a Maryland
corporation  ("Programmer"),  River City Broadcasting,  L.P., a Delaware limited
partnership,  River City License  Partnership,  a Missouri  general  partnership
(collectively,  "Owner"),  and, for the limited purposes stated herein, Sinclair
Broadcast Group, Inc., a Maryland corporation ("SBG").
              
                                    RECITALS:

         WHEREAS,  River City License  Partnership is the licensee,  pursuant to
authorizations issued by the Federal  Communications  Commission ("FCC"), of the
television and radio stations listed on Attachment A hereto  (collectively,  the
"Stations" and each individually, the "Station");

          WHEREAS,  River City  Broadcasting,  L.P. owns certain  assets used in
connection  with the  business and  operations  of the Stations and is a general
partner of River City License Partnership;

         WHEREAS,  pursuant to an Amended and Restated Asset Purchase  Agreement
dated as of April 10,  1996,  as Amended  and  Restated  as of May 31, 1996 (the
"Asset Purchase  Agreement"),  Programmer purchased certain assets of River City
Broadcasting, L.P.;



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                                       -2-


         WHEREAS, on this date, Programmer and Owner have entered into the Group
I Option  Agreement  pursuant to which Owner has granted to Programmer an option
to  acquire  certain  of the  assets  and the FCC  licenses  held  by  Owner  in
connection with its ownership and operation of the Stations;

          WHEREAS,   Programmer  is  experienced  in  broadcast   ownership  and
operation; 

          WHEREAS,  during the term of this  Agreement,  Owner  wishes to retain
Programmer to provide programming and related services for the Stations,  all in
conformity with Station policies and procedures, FCC rules and policies for time
brokerage arrangements, and the provisions hereof;

          WHEREAS,  Programmer  agrees to use the  Stations  to  broadcast  such
programming of its selection that is in conformity  with all rules,  regulations
and policies of the FCC, subject to Owner's full authority to manage and control
the operation of the Stations; and

          WHEREAS,  Programmer  and  Owner  agree  to  cooperate  to  make  this
Agreement work to the benefit of the public and both parties and as contemplated
by the terms set forth herein. 

                                   AGREEMENT:

          NOW,  THEREFORE,  in consideration  of the above recitals,  and mutual
promises and covenants  contained  herein,  the parties  intending to be legally
bound,  agree as follows: 

          SECTION 1 USE OF STATION AIR TIME.

          1.1  Scope.  During  the  term of this  Agreement,  Owner  shall  make
available  to  Programmer  broadcast  time on the  Station  as set forth in this
Agreement.  Programmer shall deliver such  programming,  at its expense,  to the
Station's  transmitter or other  authorized  remote control point  designated by
Owner. Subject to the provisions of Section 4.8 hereof, Programmer


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shall  provide  such  programming  of  Programmer's   selection   complete  with
commercial  matter,  news,  public  service  announcements  and  other  suitable
programming  to the Station for at least one hundred and  sixty-six  (166) hours
per week.  Except as  otherwise  provided  in this  Agreement,  Owner  agrees to
broadcast such programming in its entirety,  including  commercials at the times
specified,  on the facilities of the Station without interruption,  deletion, or
addition  of any kind.  Owner may use such time as it may  require up to two (2)
hours per week, for the broadcast of its own  regularly-scheduled  news,  public
affairs, and other non-entertainment programming on the Station. Owner may elect
to set aside additional air time (up to two (2) hours per week) (the "Additional
Time") to be  scheduled  at a mutually  agreeable  time,  for the  broadcast  of
specific  non-entertainment  programming  on issues of  importance  to the local
community.  Owner shall provide Programmer with as much notice as possible,  but
in no event less than three (3) weeks'  notice,  of its  intention  to set aside
such  Additional  Time. All program time not reserved by or designated for Owner
shall be available for use by Programmer. Owner agrees that Programmer may sell,
or engage a third party to sell, commercial time during the programming provided
by Programmer to the Station for Programmer's account.

          1.2  Consideration.  As consideration  for the air time made available
hereunder  and the other  agreements of the parties made  hereunder,  Programmer
agrees  to  pay  Owner  the  payments  set  forth  in  Attachment   1.2  hereto.
Notwithstanding any provision of this Agreement to the contrary, in the event of
a preemption  by Owner of  Programmer's  programming  under  Sections  1.1, with
respect to the  Additional  Time only,  3.2, 4.1 or 4.2 of this  Agreement,  the
Monthly Payment as defined in Attachment 1.2 shall be reduced by an amount equal
to (a) the  amount of the  Monthly  Payment  multiplied  by (b) a  fraction  the
numerator of which is the



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                                       -4-


number of minutes of  Programmer's  programming  preempted  by Owner during such
month and the denominator of which is the total number of minutes of programming
provided by Programmer for the Station for such month.

         1.3 Term.  This  Agreement  shall  commence for all Stations on May 31,
1996 (the "Effective Date"), and end with respect to any one Station on the date
of  consummation  of the  purchase of the  License  Assets of such  Station,  as
defined by and  contemplated  under the Group I Option  Agreement  (the "Term"),
unless terminated earlier pursuant to any of the provisions of Section 5 hereof.

         SECTION 2         STATION OPERATIONS.

         2.1      Owner Control Over Station Operations.

                  (a) Owner shall retain full authority,  power and control over
the management and operations of the Stations during the Term of this Agreement,
including specifically control over its personnel, programming and finances.

                  (b) Subject to Owner's full authority,  power and control over
the  management  and  operations of the Stations,  Programmer  agrees to provide
programming and related  services to the Stations.  Such related  services shall
include: (i) the sale of advertising time on the Stations;  (ii) coordination of
traffic and billing functions; (iii) maintenance,  repair and replacement of the
Station's  transmitting  or  studio  equipment  and the  other  License  Assets,
provided,  however,  that  Programmer  shall  not make any  modifications  to or
replace any material items of the License  Assets without  Owner's prior written
authorization;  and (iv) other administrative or operational  functions as Owner
may from  time to time  assign  to  Programmer  consistent  with FCC  rules  and
regulations relating to time brokerage agreements. Programmer



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                                       -5-


shall  provide and  perform its  obligations  hereunder,  including  all related
services,  diligently  and  in  a  manner  consistent  with  broadcast  industry
practices.
                  (c) Owner shall employ at the Station's main studio  location,
at  Owner's  expense,  at least two  full-time  employees,  including  a Station
Manager and a staff level employee, who will direct the day-to-day operations of
the Station, and who will report to and be accountable to Owner.

                  (d) When on the Owner's premises,  all employees of Programmer
used to provide Programmer's programming or other services to the Stations shall
be subject to the overall supervision of Owner's management personnel.

         2.2      Station Expenses.

                  (a) During the Term of this  Agreement,  and subject to timely
receipt of the Monthly  Payment  specified  in  Attachment  1.2,  Owner shall be
responsible  for and pay in a timely  manner all  operating,  capital  and other
expenses of the Stations,  including but not limited to those expenses set forth
in Attachment 2.2(a).

                  (b) During  the Term of this  Agreement,  Programmer  shall be
responsible  for and pay in a timely manner all costs  incurred by Programmer in
the performance of its obligations hereunder, including but not limited to those
expenses set forth in Attachment 2.2(b).

         SECTION 3         STATION PUBLIC INTEREST OBLIGATIONS.

         3.1 Owner  Authority.  Owner  shall be  responsible  for the  Station's
compliance with all applicable  provisions of the Communications Act of 1934, as
amended  (the  "Act"),  the rules,  regulations  and policies of the FCC and all
other  applicable  laws.  Programmer shall cooperate with Owner, at Programmer's
expense, in taking such actions as Owner may reasonably request



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                                       -6-


to assist Owner in maintaining  the Station's  compliance  with the Act,  rules,
regulations   and   policies  of  the  FCC  and  all  other   applicable   laws.
Notwithstanding  any other  provision of this Agreement,  Programmer  recognizes
that  Owner has  certain  obligations  to  operate  the  Stations  in the public
interest,  and to broadcast  programming  to meet the needs and interests of the
Station's  community of license,  the Station's service area and with respect to
Owner's  television  Stations,   the  educational  and  informational  needs  of
children.  From time to time Owner shall air, or if Owner  requests,  Programmer
shall air,  programming on issues of importance to the local community and, with
respect  to  Owner's   television   Stations,   educational  and   informational
programming  for children aged 16 years and younger.  Nothing in this  Agreement
shall  abrogate or limit the  unrestricted  authority of Owner to discharge  its
obligations to the public and to comply with the Act and the rules,  regulations
and  policies  of the FCC and Owner shall have no  liability  or  obligation  to
Programmer,  except as set forth in Section  1.2,  for taking any action that it
deems necessary or appropriate to discharge such obligations or comply with such
laws, rules, regulations or policies.

         3.2 Additional  Owner  Obligations.  Although both Owner and Programmer
shall  cooperate in the  broadcast of  emergency  information  over the Station,
Owner shall retain the right, without any liability or obligation to Programmer,
to interrupt Programmer's programming in case of an emergency or for programming
which,  in the good faith  judgment  of Owner,  is of greater  local or national
public  importance.  Owner shall coordinate with Programmer the Station's hourly
station  identification and any other announcements  required to be aired by FCC
rules or  regulations.  Owner shall (i)  continue  to maintain  and staff a main
studio, as that term is defined by the FCC, for the Station within the Station's
principal community contour, (ii)



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                                       -7-


maintain  the  Station's  local  public  inspection  file  within the  Station's
community of license,  and (iii) prepare and place in such  inspection file in a
timely  manner all  material  required  by Section  73.3526 of the FCC's  Rules,
including without  limitation the Station's  quarterly issues and program lists,
and with respect to Owner's  television  Stations,  information  concerning  the
broadcast  of  children's   educational   and   informational   programming  and
documentation  of  compliance  with  commercial  limits  applicable  to  certain
children's  television  programming.  Programmer  shall,  upon request by Owner,
promptly provide Owner with such information  concerning  Programmer's  programs
and  advertising  as is  necessary to assist  Owner in the  preparation  of such
information or to enable Owner to verify independently each television Station's
compliance with the Children's  Television Act and the Station's compliance with
any other laws,  rules,  regulations  or policies  applicable  to the  Station's
operation.  Owner shall also maintain the station  logs,  receive and respond to
telephone  inquiries,  and control and oversee any remote  control point for the
Station.

         SECTION 4         STATION PROGRAMMING POLICIES.

         4.1 Broadcast Station Programming Policy Statement. Owner has adopted a
Broadcast Station Programming Policy Statement (the "Policy Statement"),  a copy
of which appears as Attachment  4.1 hereto and which may be amended from time to
time by Owner upon notice to  Programmer.  Programmer  agrees and  covenants  to
comply in all material  respects with the Policy  Statement,  with all rules and
regulations of the FCC, and with all changes  subsequently  made by Owner or the
FCC.  Programmer  shall furnish or cause to be furnished the artistic  personnel
and  material for the  programs as provided by this  Agreement  and all programs
shall be prepared and presented in conformity  with the rules,  regulations  and
policies of the FCC



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                                       -8-


and with the Policy Statement. All advertising spots and promotional material or
announcements  shall  comply  with  all  applicable  federal,  state  and  local
regulations  and  policies  and the Policy  Statement,  and shall be produced in
accordance with quality standards established by Programmer. If Owner determines
that a program,  commercial  announcement  or promotional  material  supplied by
Programmer  is for any reason,  in Owner's sole  discretion,  unsatisfactory  or
unsuitable  or  contrary  to the public  interest,  or does not comply  with the
Policy  Statement it may, upon written  notice to Programmer (to the extent time
permits such notice),  and without any  liability or  obligation to  Programmer,
except as set forth in Section 1.2,  suspend or cancel such program,  commercial
announcement  or promotional  material and substitute its own programming or, if
Owner  requests,   Programmer  shall  provide  promptly  suitable   programming,
commercial announcement or other announcement or promotional material.

         4.2 Owner Control of Station Programming.  Notwithstanding any contrary
provision  contained in this Agreement,  and consistent with Owner's obligations
pursuant to the Act and the rules and  regulations  of the FCC, Owner shall have
the right,  without any  liability or obligation  to  Programmer,  except as set
forth in Section 1.2, to delete any material  contained  in any  programming  or
commercial  matter  furnished by Programmer  for broadcast over the Station that
Owner  determines  is  unsuitable  for broadcast or the broadcast of which Owner
believes would be contrary to the public  interest.  Owner shall have the right,
without  any  liability  or  obligation  to  Programmer,  except as set forth in
Section  1.2 to  broadcast  Owner's  own  programming  in place of such  deleted
material.

          4.3 Political Advertising. Owner shall oversee and shall take ultimate
responsibility  for the Station's  compliance  with the  political  broadcasting
rules of the FCC and Sections 312



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and 315 of the  Act,  including  but not  limited  to,  the  provision  of equal
opportunities,   compliance  with  lowest  unit  charge  requirements,  and  the
provision of reasonable access to federal political candidates. Programmer shall
cooperate with Owner, at Programmer's expense, to assist Owner in complying with
the  political  broadcasting  rules of the FCC.  Programmer  shall  supply  such
information promptly to Owner as may be necessary to comply with the lowest unit
charge and other applicable political broadcast  requirements of federal law. To
the extent that Owner deems necessary or appropriate,  Programmer  shall release
advertising availabilities to Owner to permit Owner to comply with the political
broadcasting  rules of the FCC and Sections  312 and 315 of the Act.  Programmer
shall be entitled to all revenues received by Owner for such advertising.

         4.4 Advertising of Credit Terms. To the extent  prohibited by the rules
of the Federal Trade  Commission,  no  advertising of credit terms shall be made
over broadcast  material supplied  hereunder by Programmer beyond mention of the
fact that credit terms are available.

         4.5 Payola/Plugola. In order to enable Owner to fulfill its obligations
under Section 317 of the Act, Programmer,  in compliance with Section 507 of the
Act, will, in advance of any scheduled broadcast by a Station, disclose to Owner
any information of which Programmer has knowledge or which has been disclosed to
Programmer as to any money,  service,  or other valuable  consideration that any
person  has  paid  or  accepted,  or has  agreed  to pay or to  accept,  for the
inclusion of any matter as a part of the programming or commercial  matter to be
supplied to Owner  pursuant to this  Agreement.  Programmer  will cooperate with
Owner,  at  Programmer's  expense,  as necessary to ensure  compliance with this
provision.  Commercial matter with obvious sponsorship identifications shall not
require disclosure in addition to that contained in the commercial copy.



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         4.6 Children's Television  Advertising.  Programmer agrees that it will
not  broadcast on any  television  Station  advertising  in programs  originally
designed for children aged 12 years and under in excess of the amounts permitted
under applicable FCC rules.

         4.7 Programmer Compliance with Copyright Act. Programmer represents and
warrants that  Programmer  will have full authority to broadcast the programming
on the  Stations,  and that  Programmer  shall not  broadcast  any  material  in
violation of the Copyright Act. The performing  rights to all music contained in
broadcast  material supplied hereunder by Programmer are licensed by BMI, ASCAP,
or SESAC, are in the public domain, are controlled by Programmer, or are cleared
at the source by Programmer.

         4.8 Owner Programming Agreements. Notwithstanding any provision of this
Agreement to the contrary, Programmer agrees to broadcast on the Station, at the
times  required,  the  programs  that Owner is  required  to air on the  Station
pursuant  to its  obligations  under the  agreements  listed on  Attachment  4.8
hereto.  The broadcast of such  programs by  Programmer  shall not reduce in any
manner (a) any of the broadcast time on the Station reserved by Owner,  pursuant
to Section 1.1 hereof for the broadcast of Owner's non-entertainment programming
or (b) the Monthly Payment owed to Owner under the provisions of Attachment 1.2.

         SECTION 5  TERMINATION.

         5.1  Termination  by  Programmer.  Unless  terminated  pursuant  to the
provisions of Section 1.3, this  Agreement may be terminated by Programmer  with
respect  to any  Station  or all  Stations,  by  written  notice  to  Owner,  if
Programmer is not then in material default or breach hereof, upon the occurrence
of any of the following:



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                  (a) upon  termination  by  Programmer  of the  Option for such
Station under the Group I Option  Agreement,  provided  that in such event,  the
termination  of this  Agreement  shall be effective as of the date that is three
(3) months following termination of said Option;

                  (b) Owner is in material  breach of its  material  obligations
hereunder  or under the  Group I Option  Agreement  and has  failed to cure such
breach within thirty (30) days of notice from Programmer; or

                  (c)      the mutual consent of both parties.

         5.2 Termination by Owner.  Unless terminated pursuant to the provisions
of Section 1.3,  this  Agreement  may be terminated by Owner with respect to any
Station or all Stations,  by written notice to Programmer,  if Owner is not then
in  material  default  or  breach  hereof,  upon  the  occurrence  of any of the
following:

                   (a) upon the date of  termination  by Owner of the Option for
such Station under the Group I Option Agreement;
                
                   (b)  Programmer  is  in  material   breach  of  its  material
obligations  hereunder or under the Group I Option  Agreement  and has failed to
cure such breach within thirty (30) days of notice from Owner;

                   (c) Programmer is in material breach of its obligations under
the Group I Option  Agreement and its then existing  senior credit  facility and
has failed to cure such breach within ninety (90) days of notice from Owner; or

                   (d) the mutual consent of both parties.

         5.3  Termination  for All Stations.  This Agreement will terminate with
respect to all Stations, upon the occurrence of any of the following:



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                  (a) this Agreement is declared  invalid or illegal in whole or
substantial part by an order or decree of an  administrative  agency or court of
competent  jurisdiction  and such order or decree has become final and no longer
subject to further administrative or judicial review; or

                  (b) there has been a material  change in FCC rules or policies
that would cause this Agreement to be in violation thereof and such change is in
effect  and not the  subject  of an appeal  or  further  administrative  review,
provided that in such event the parties shall first  negotiate in good faith and
attempt to agree on an amendment to this Agreement that will provide the parties
with a valid,  binding and  enforceable  agreement  that conforms to the new FCC
rules, policies or precedent.

         5.4  Expiration of Option.  Notwithstanding  the provisions of Sections
5.1 and 5.2 hereof,  this  Agreement  shall  terminate with respect to a Station
immediately upon the expiration of the Exercise Period,  as defined in the Group
I  Option  Agreement,  if the  Option  relating  to such  Station  has not  been
exercised within the Exercise Period.

         5.5 Continuation of Agreement.  Notwithstanding any termination of this
Agreement  with  respect to a Station  under  Sections  5.1,  5.2, or 5.4,  this
Agreement  shall  continue in full force and effect for all  Stations  for which
such termination is not effective.

         5.6  Severability.  It is the  intent of the  parties  hereto  that the
transactions  contemplated hereunder comply in all respects with the Act and all
applicable rules, regulations, and policies of the FCC. If any provision of this
Agreement  shall be  declared  void,  illegal,  or invalid  by any  governmental
authority  with  jurisdiction  thereof,  the remainder of this  Agreement  shall
remain in full force and effect without such offending provision so long as such
remainder   substantially   reflects  the  original  agreement  of  the  parties
hereunder. Furthermore, in such



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event,  the parties  shall use their  commercially  reasonable  efforts to reach
agreement  promptly on lawful  substitute  provisions in place of said offending
provision so as to effectuate more closely their intent as expressed  hereunder.
If any governmental  authority  grants to any other entity or individual  rights
which are not  contained  in this  Agreement,  then the parties  shall use their
commercially  reasonable  efforts to amend this Agreement to provide the parties
hereto such lawful  provisions  which  comport with any rules,  regulations  and
policies adopted after the date of this Agreement.

         5.7 Force  Majeure.  Any failure or impairment of the License Assets or
any delay or interruption  in the broadcast of programs,  or failure at any time
to furnish facilities,  in whole or in part, for broadcast,  due to Acts of God,
strikes, lockouts, material or labor restrictions by any governmental authority,
civil  riot,  floods or any other  cause not  reasonably  within the  control of
Owner,  shall not  constitute a breach of this  Agreement  and Owner will not be
liable to  Programmer  for any  liability or  obligation  with respect  thereto,
including without limitation, any reimbursement obligation.

         5.8      Insurance; Risk of Loss.

                  (a) During the Term of this  Agreement,  Owner shall  maintain
insurance  with respect to the License  Assets as provided in Section 5.1 of the
Group I Option Agreement and shall cause Programmer to be named as an additional
insured on Owner's  policies  as  required  in Section 5.1 of the Group I Option
Agreement.  The  risk  of  any  loss,  damage,  impairment,   confiscation,   or
condemnation of any equipment or other personal property owned and used by Owner
in the business  and  operations  of the Station  shall be borne by Owner at all
times during the Term of this Agreement, to the extent of, but solely to


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the extent of, Owner's  receipt of insurance  proceeds in respect thereof and in
no event shall Owner have any  liability or  obligation to Programmer in respect
of any such loss, damage, impairment,  confiscation or condemnation. Owner shall
use such  proceeds of insurance to repair or replace any such  equipment or such
other  personal  property  of Owner to the extent of such  proceeds.  At Owner's
request and  subject to Owner's  supervision  and  direction,  Programmer  shall
effect in a timely  fashion  any  repairs  to or  replacement  of any of Owner's
damaged equipment or property.

                  (b)  During  the  Term of  this  Agreement,  Programmer  shall
maintain with  reputable  insurance  companies  reasonably  acceptable to Owner,
insurance  in such  amounts  and  with  respect  to such  risks,  as  reasonably
requested by Owner,  and Programmer  shall comply with the provisions of Section
6.5 of the Group I Option Agreement.  The risk of any loss, damage,  impairment,
confiscation,  or condemnation of any equipment or other personal property owned
or leased and used by Programmer in the performance of its obligations hereunder
shall be borne by Programmer at all times during the Term of this Agreement.

         SECTION 6 INDEMNIFICATION.

         6.1 Indemnification by Programmer.  Programmer shall indemnify and hold
harmless Owner from and against any and all claims, losses, costs,  liabilities,
damages, expenses,  including any FCC fines or forfeitures (including reasonable
legal fees and other expenses  incidental  thereto),  of every kind,  nature and
description  (collectively  "Damages")  arising or resulting from or relating to
(a)  Programmer's  breach of any  covenant,  agreement  or other  obligation  of
Programmer  contained in this  Agreement,  (b) any action taken by Programmer or
its  employees  and agents  with  respect  to the  Stations,  or any  failure by
Programmer or its



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                                      -15-


employees and agents to take any action with respect to the Stations, including,
without  limitation,  Damages  relating to  violations  of the Act, or any rule,
regulation or policy of the FCC, slander, defamation or other claims relating to
programming  provided  by  Programmer  or  Programmer's  broadcast  and  sale of
advertising  time on the  Stations,  or (c) the  business or  operations  of the
Stations  (except  where the  Damages  are caused by Owner's  gross  negligence,
willful  misconduct,  or a breach of its obligations  under this Agreement) from
and after the date of this Agreement.

         6.2  Indemnification  by Owner. Owner shall indemnify and hold harmless
Programmer  from and  against any and all claims,  losses,  costs,  liabilities,
damages, expenses,  including any FCC fines or forfeitures (including reasonable
legal fees and other expenses  incidental  thereto),  of every kind,  nature and
description,  arising  out of  Owner's  breach  of its  obligations  under  this
Agreement or its ownership of the Station.

         6.3  Indemnification  Procedure.  Neither Owner nor Programmer shall be
entitled  to  indemnification  pursuant  to this  Section  unless such claim for
indemnification  is asserted in writing  delivered to the other party,  together
with a  statement  as to the  factual  basis for the claim and the amount of the
claim. The party making the claim (the  "Claimant")  shall make available to the
other party (the  "Indemnitor")  the information  relied upon by the Claimant to
substantiate  the claim.  The  Indemnitor  under this Section 6.3 shall have the
right to conduct and control  through counsel of its own choosing the defense of
any third party claim,  action or suit (and the Claimant shall  cooperate  fully
with the Indemnitor), but the Claimant may, at its election,  participate in the
defense of any such claim,  action or suit at its sole cost and expense provided
that,  if the  Indemnitor  shall fail to defend any such claim,  action or suit,
then the



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                                      -16-


Claimant may defend  through  counsel of its own choosing such claim,  action or
suit, and (so long as it gives the Indemnitor at least fifteen (15) days' notice
of the terms of the proposed  settlement  thereof and permits the  Indemnitor to
then undertake the defense  thereof)  settle such claim,  action or suit, and to
recover from the Indemnitor the amount of such settlement or of any judgment and
the costs and expenses of such defense.  The Indemnitor  shall not compromise or
settle any third party claim,  action or suit without the prior written  consent
of the Claimant, which consent will not be unreasonably withheld or delayed.

         6.4  Arbitration.  To the fullest  extent not  prohibited  by law,  any
controversy,  claim or dispute  arising  out of or relating to Section 6 of this
Agreement,  including the  determination  of the scope or  applicability of this
Agreement to  arbitrate,  shall be settled by final and binding  arbitration  in
accordance with the rules then in effect of the American Arbitration Association
("AAA"),  as modified or  supplemented  under this  section,  and subject to the
Federal  Arbitration Act, 9 U.S.C.  ss.ss. 1-16. The decision of the arbitrators
shall  be  final  and  binding  provided  that,  where a remedy  for  breach  is
prescribed hereunder or limitations on remedies are prescribed,  the arbitrators
shall be bound by such restrictions, and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.

         If any series of claims arising out of the same or related transactions
shall involve  claims which are  arbitrable  under the  preceding  paragraph and
claims which are not, the  arbitrable  claims shall first be finally  determined
before suit may be  instituted  upon the others and the  parties  will take such
action as may be necessary to toll any statutes of limitations, or



<PAGE>


                                      -17-


defenses  based  upon  the  passage  of  time,   that  are  applicable  to  such
non-arbitrable claims during the period in which the arbitrable claims are being
determined.

         In the event of any  controversy,  claim or dispute  that is subject to
arbitration  under this Section 6.4, any party thereto may commence  arbitration
hereunder  by  delivering  notice to the other  party or  parties  thereto.  The
arbitration  panel  shall  consist  of  three  (3)  arbitrators,   appointed  in
accordance  with the  procedures  set forth in this  paragraph.  Within ten (10)
business days of delivery of the notice of commencement of arbitration  referred
to above, Owner, on the one hand, and Programmer,  on the other hand, shall each
appoint one  arbitrator,  and the two  arbitrators so appointed shall within ten
(10)  business  days of their  appointment  mutually  agree upon and appoint one
additional  arbitrator  (or, if such  arbitrators  cannot agree on an additional
arbitrator,  the additional arbitrator shall be appointed by the AAA as provided
under its rules);  provided, that persons eligible to be selected as arbitrators
shall be limited to  attorneys  at law who (i) are on the AAA's  Large,  Complex
Case  Panel,  (ii) have  practiced  law for at least  fifteen  (15)  years as an
attorney  specializing  in  either  general  commercial  litigation  or  general
corporate and commercial matters, and (iii) are experienced in matters involving
the broadcasting industry.

         The  arbitration  hearing  shall  commence  no later than  thirty  (30)
business  days  after  the  completion  of the  selection  of  the  arbitrators.
Consistent  with the  intent  of the  parties  hereto  that the  arbitration  be
conducted as  expeditiously  as possible,  the parties  agree that (i) discovery
shall be  limited to the  production  of such  documents  and the taking of such
depositions  as  the  arbitrators  determine  are  reasonably  necessary  to the
resolution of the controversy,  claim or dispute and (ii) the arbitrators  shall
limit the presentation of evidence by



<PAGE>


                                      -18-


each  side in such  arbitration  to not more  than ten (10)  full  days' (or the
equivalent thereof) or such shorter period as the arbitrators shall determine to
be  necessary  in order to  resolve  the  controversy,  claim  or  dispute.  The
arbitrators  shall be instructed  to render a decision  within ten (10) business
days of the  close  of the  arbitration  hearing.  If  arbitration  has not been
completed within ninety (90) days of the commencement of such  arbitration,  any
party to the  arbitration  may initiate  litigation  upon ten (10) days' written
notice  to the  other  party(ies);  provided,  however,  that if one  party  has
requested the other to participate in an arbitration and the other has failed to
participate,  the requesting party may initiate litigation before the expiration
of such  ninety-day  period;  and  provided  further,  that if any  party to the
arbitration  fails to meet any of the time limits set forth in this  Section 6.4
or set by the  arbitrators in the  arbitration,  any other party may provide ten
(10) days' written notice of its intent to institute  litigation with respect to
the  controversy,  claim or dispute without the need to continue or complete the
arbitration and without awaiting the expiration of such ninety-day  period.  The
parties hereto further agree that if any of the rules of the AAA are contrary to
or conflict  with any of the time periods  provided for  hereunder,  or with any
other aspect of the matters set forth in this Section 6.4, that such rules shall
be modified in all  respects  necessary  to accord with the  provisions  of this
Section 6.4 (and the arbitrators shall be so instructed by the parties).

         The  arbitrators  shall  base  their  decision  on the  terms  of  this
Agreement  and  applicable  law and  judicial  precedent  which a United  States
District  Court sitting in the District of Maryland  (Southern  Division)  would
apply in the event the dispute were  litigated  in such court,  and shall render
their decision in writing and include in such decision a statement of



<PAGE>


                                      -19-


the  findings of fact and  conclusions  of law upon which the decision is based.
Each party  agrees to  cooperate  fully with the  arbitrator(s)  to resolve  any
controversy,  claim or dispute.  The arbitrators shall not be empowered to award
punitive  damages  or  damages  in excess of actual  damages.  The venue for all
arbitration proceedings shall be Rockville, Maryland.

         6.5 Damages; Specific Performance. In the event of a material breach by
either party of its  obligations  hereunder,  the  non-breaching  party shall be
entitled  to seek  monetary  damages  against  the party in breach.  The parties
recognize  that  given the  unique  nature of the  Station  and this  Agreement,
monetary  damages  alone will not be adequate to compensate  Programmer  for any
injury resulting from Owner's breach. Programmer shall therefore be entitled, in
addition to a right to seek and collect  monetary  damages,  to obtain  specific
performance  of the  terms  of this  Agreement.  If any  action  is  brought  by
Programmer to enforce this  Agreement,  Owner shall waive the defense that there
is an adequate remedy at law.

         SECTION 7  MISCELLANEOUS.

         7.1  Assignment.  This  Agreement  shall not be  assigned  by any party
hereto without the prior written consent of the other party, which consent shall
not be unreasonably  withheld,  except that Programmer may assign its rights and
interests  hereunder  (a) to any party that is  qualified  to be an owner of the
License  Assets  and  the  Stations  under  the  Act  and  the  existing  rules,
regulations  and  policies of the FCC or (b) a direct or  indirect  wholly-owned
subsidiary of Programmer provided that (1) Programmer gives Owner written notice
of any such assignment;  (2) such assignment shall not relieve Programmer of any
of its obligations or liabilities  hereunder;  and (3) such assignment would not
violate any applicable  laws,  rules,  regulations or policies of any applicable
governmental authority. It is understood and agreed that nothing



<PAGE>


                                      -20-


herein shall be deemed to expand the rights  granted  hereunder to any permitted
assignee, which rights shall be in combination with, and not in addition to, the
rights of Programmer. This Agreement shall be binding on the parties' respective
heirs and assigns.

         7.2 Entire Agreement; Amendments. This Agreement constitutes the entire
agreement  between the parties  hereto with respect to the subject matter hereof
and, except for the Asset Purchase  Agreement,  the Group I Option Agreement and
to the extent applicable,  the Modification Agreement dated May 10, 1996 between
River City  Broadcasting,  L.P.  and SBG, and the letter dated May 10, 1996 from
the parties' counsel to the Department of Justice in connection  therewith,  and
documents  delivered pursuant thereto,  supersedes any and all prior agreements,
broadcasting  commitments,  or any other  understandings  between Programmer and
Owner with respect to such subject matter.  No provision of this Agreement shall
be changed or modified,  nor shall this  Agreement be  discharged in whole or in
part,  except by an  agreement in writing  signed by the party  against whom the
change,  modification,  or discharge  is claimed or sought to be  enforced,  nor
shall any waiver of any of the  conditions or  provisions  of this  Agreement be
effective  and binding  unless such waiver shall be in writing and signed by the
party  against  whom the waiver is asserted,  and no waiver of any  provision of
this  Agreement  shall be deemed to be a waiver of any  preceding or  succeeding
breach of the same or any other provision.

         7.3 Further  Assurances.  Owner and Programmer  shall use  commercially
reasonable  best efforts in the  performance  and  fulfillment  of the terms and
conditions  of this  Agreement  in  effectuating  the intent of such  parties as
expressed   under  this   Agreement.   From  time  to  time,   without   further
consideration, Owner and Programmer shall execute and deliver such other



<PAGE>


                                      -21-


documents  and take such other  actions as either  party hereto  reasonably  may
request to effectuate such intent.

         7.4  Counterparts.  This  Agreement  may be  signed  in any  number  of
counterparts  with the same effect as if the signatures to each such counterpart
were upon the same instrument.

         7.5 Notices. All notices, demands and other communications which may or
are required to be given  hereunder or with respect  hereto shall be in writing,
shall  be  delivered  personally  or sent  by  nationally  recognized  overnight
delivery  service,   charges  prepaid,  or  by  registered  or  certified  mail,
return-receipt  requested, or by facsimile transmission,  and shall be deemed to
have been given or made when personally  delivered,  the next business day after
delivery to such  overnight  delivery  service,  when  dispatched  by  facsimile
transmission,  five (5) days after  deposited in the mail,  first class  postage
prepaid, addressed as follows:

                  (a)      If to Owner:

                              River City Broadcasting, L.P.
                              1215 Cole Street
                              St. Louis, Missouri  63106-3897
                              Attn.:  Mr. Barry Baker and Mr. Larry D. Marcus
                              Telecopier:  (314) 259-5709

                           with a copy to:

                              Dow,   Lohnes  &  Albertson  A  Professional
                              Limited Liability Company 1200 New Hampshire
                              Ave., N.W.
                              Suite 800
                              Washington, D.C.  20036-6802
                              Attn.:  Kevin F. Reed, Esq.
                              Telecopier:  (202) 776-2222

                  and





<PAGE>


                                      -22-


Baker & Botts
800 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas  75201-2916
Attn.:  Andrew M. Baker, Esq.
Telecopier:  (214) 953-6503

or to such other address as Owner may from time to time designate.

                  (b)      If to Programmer or SBG:

                                    Sinclair Broadcast Group, Inc.
                                    Sinclair Communications, Inc.
                                    2000 W. 41st Street
                                    Baltimore, Maryland  21211
                                    Attn.:  Mr. David D. Smith
                                    Telecopier:  (410) 467-5043

                           with a copy to:

                                    Thomas & Libowitz, P.A.
                                    The USF&G Tower
                                    100 Light Street
                                    Suite 1100
                                    Baltimore, Maryland  21202-1053
                                    Attn.:  Steven A. Thomas, Esq.
                                    Telecopier:  (410) 752-2046

                                                        and

                                    Fisher Wayland Cooper Leader & Zaragoza, LLP
                                    2001 Pennsylvania Avenue, N.W.
                                    Suite 400
                                    Washington, D.C.  20006-1851
                                    Attn.:  Martin R. Leader, Esq.
                                    Telecopier:  (202)  296-6518

or to such other address as Programmer may from time to time designate.

         7.6 Governing  Law. This  Agreement  shall be governed and construed in
accordance with the laws of the State of Maryland,  without regard to its choice
of law rules.


<PAGE>


                                      -23-


         7.7  Taxes.  Owner and  Programmer  shall  each pay its own ad  valorem
taxes, if any, which may be assessed on such party's  personal  property for the
periods that such items are owned by such party. Programmer shall pay all taxes,
if any, to which the  consideration  specified in Section 1.2 herein is subject,
provided that Owner shall be responsible for payment of its own income taxes.

         7.8  No  Joint  Venture  or  Partnership.  Programmer  shall  act as an
independent  contractor in rendering its services  hereunder.  Programmer  shall
have no power or  authority to act for or on behalf of Owner or to bind Owner in
any manner  whatsoever,  except as and to the extent  expressly  provided for in
this Agreement.  The parties hereto agree that nothing herein shall constitute a
joint venture or partnership between them.

         7.9 Headings.  The headings in this Agreement are for convenience  only
and will not affect or control the meaning or  construction of the provisions of
this Agreement.

         7.10     Guaranty.

                  (a)  By  its  signature  below,  for  value  received  and  in
consideration  of Owner entering into this  Agreement,  SBG (referred to in this
Section 7.10 as the "Guarantor") hereby unconditionally  guarantees to Owner the
full  amount  and  prompt  performance  by  Programmer  of all  of  Programmer's
obligations under this Agreement.  This guaranty is a guaranty of payment and/or
performance,   as  the  case  may  be.  The  Guarantor   hereby  waives  demand,
presentment, protest and notice of acceptance of this guaranty. Upon any default
by Programmer in the performance of any of its obligations under this Agreement,
the  liability  of  Guarantor  shall be  effective  immediately  and  payment or
performance  shall be made by Guarantor on demand without suit or action against
Programmer. No delay or omission by Owner in exercising any



<PAGE>


                                      -24-


right under this  guaranty  shall operate as a waiver of such right or any other
right.  All costs  incurred by Owner in connection  with enforcing this guaranty
(including reasonable attorneys' fees) shall be payable by Guarantor.

                  (b)  Guarantor  represents  and  warrants to Owner  that:  (i)
Guarantor and the party executing this Agreement on behalf of the Guarantor have
the  requisite  corporate  power and  authority  to  execute  and  deliver  this
Agreement  and to  perform  its  obligations  under  this  Agreement;  (ii)  all
requisite corporate actions and proceedings necessary to be taken on the part of
Guarantor in connection  with the  execution and delivery of this  Agreement and
the consummation of the transactions  contemplated  hereby and necessary to make
the same effective  have been duly and validly  taken;  and (iii) this Agreement
has been duly and validly  authorized,  executed and  delivered by Guarantor and
constitutes its valid and binding agreement,  enforceable in accordance with its
terms,  except as limited by laws affecting the enforcement of creditors' rights
or contractual obligations generally and by application of general principles of
equity.




<PAGE>


                                      -25-


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

                         RIVER CITY LICENSE PARTNERSHIP

                         By:  River City Broadcasting, L.P., its General Partner

                         By:  Better Communications, Inc., its General Partner


                         By:  /s/  Larry D Marcus
                              --------------------------------------------------
                         Name:  Larry D. Marcus
                         Title: Vice President


                         RIVER CITY BROADCASTING, L.P.

                         By:  Better Communications, Inc., its General Partner


                         By:  /s/  Larry D Marcus
                              --------------------------------------------------
                         Name:  Larry D. Marcus
                         Title: Vice President


                         PROGRAMMER:

                         SINCLAIR COMMUNICATIONS, INC.


                         By:  /s/   David B. Amy
                              --------------------------------------------------
                         Name:    David B. Amy
                         Title:   Chief Financial Officer


                         SINCLAIR BROADCAST GROUP, INC.

                         By:  /s/   David B. Amy
                              --------------------------------------------------
                         Name:    David B. Amy
                         Title:   Chief Financial Officer


<PAGE>



                                                   Attachment A
                                                   ------------

                                                     Stations
                                                     --------

Station              City of License                          Service
-------              ---------------                          -------

KDNL-TV              St. Louis, Missouri                             TV
KOVR(TV)             Stockton, California                            TV
KABB(TV)             San Antonio, Texas                              TV
KDSM-TV              Des Moines, Iowa                                TV
WLOS(TV)             Asheville, North Carolina                       TV
WTTV(TV)             Bloomington, Indiana                            TV
WTTK(TV)             Kokomo, Indiana                                 TV
WFBC(TV)             Anderson, South Carolina                        TV
WVRV-FM              East St. Louis, Illinois                        FM
KPNT(FM)             Ste. Genevieve, Missouri                        FM
KBLA(AM)             Santa Monica, California                        AM
WJCE-FM              Russellville, Kentucky                          FM
WSMB(AM)             New Orleans, Louisiana                          AM
WWL(AM)              New Orleans, Louisiana                          AM
WLMG(FM)             New Orleans, Louisiana                          FM
KMEZ(FM)             Belle Chasse, Louisiana                         FM
WBEN(AM)             Buffalo, New York                               AM
WMJQ(FM)             Buffalo, New York                               FM
WWKB(AM)             Buffalo, New York                               FM
WKSE(FM)             Niagara Falls, New York                         FM
WGBI(AM)             Scranton, Pennsylvania                          AM
WGGY(FM)             Scranton, Pennsylvania                          FM
WILK(AM)             Wilkes-Barre, Pennsylvania                      AM
WKRZ(FM)             Wilkes-Barre, Pennsylvania                      FM
WJCE(AM)             Memphis, Tennessee                              AM
WRVR-FM              Memphis, Tennessee                              FM
WLAC(AM)             Nashville, Tennessee                            AM
WLAC-FM              Nashville, Tennessee                            FM
WOGY-FM              Germantown, Tennessee                           FM




<PAGE>



                                 Attachment 1.2
                                 --------------

                                  Consideration
                                  -------------

                  During  the Term of this  Agreement,  Programmer  shall pay to
Owner by the first day of each month the payments set forth in Schedule I hereto
(collectively,  the "Monthly Payment").  The Monthly Payment shall include those
amounts  necessary  to  reimburse  Owner  for  Owner's  expenses  set  forth  on
Attachment  2.2(a). The Monthly Payment shall be adjusted from time to time upon
written  notice  from  Owner  to  Programmer,  which  notice  shall  specify  in
reasonable  detail the  changes in Station  expenses,  to reflect any changes in
Station  operating  expenses  that are the  responsibility  of Owner  under this
Agreement. Notwithstanding any provision to the contrary herein, it is expressly
agreed by Owner and Programmer that any network compensation paid to or received
by Owner directly or indirectly shall be immediately  paid to Programmer,  or at
Owner's option, credited against the Monthly Payment to Owner.



<PAGE>


  
The  information  below  marked  by * and [ ], has been  omitted  pursuant  to a
request for  confidential  treatment.  The omitted portions have been separately
filed with the Commission.




                                                    Schedule I

                                              River City Broadcasting
                                         Monthly Estimated Owner Expenses


                      Employee     Repair &    Property       Public Svce
     Station                        Costs     Maintenance      Utility    Insurance    Tax        Prod. Costs   Other        Total
                                                                                                    
KDNL                  [*******]   [*******]     [******]      [******]    [******]   [******]      [******]
KABB                  [*******]   [*******]     [******]      [******]    [******]   [******]      [******]
KDSM                  [*******]   [*******]     [******]      [******]    [******]   [******]      [******]
WTTV/                 [*******]   [*******]     [******]      [******]    [******]   [******]      [******]
WTTK
KOVR                  [*******]   [*******]     [******]      [******]    [******]   [******]      [******]
WLOS                  [*******]   [*******]     [******]      [******]    [******]   [******]      [******]
WFBC                  [*******]   [*******]     [******]      [******]    [******]   [******]      [******]
Keymarket             [*******]   [*******]     [******]      [******]    [******]   [******]      [******]
Total                 [*******]   [*******]     [******]      [******]    [******]   [******]                                304,999


   


<PAGE>



                                Attachment 2.2(a)

                                 Owner Expenses

    1.       Expenses  incurred  by Owner,  to the extent not paid  directly  by
             Programmer  pursuant  to  its  obligations  under  Section  2.1(b),
             including any capital  expenditures,  relating to the  maintenance,
             repair and  replacement  of the Station's  transmitting  and studio
             equipment and other License Assets.
 
    2.       Tower, transmitter building, studio and office lease payments.

    3.       Utility costs.

    4.       Insurance as provided in Section 5.8(a) of this Agreement.

    5.       Salaries,  benefits and taxes for all Station personnel employed by
             Owner at the Station.

    6.       Expenditures incurred by Owner in maintaining its corporate offices
             and personnel.

    7.       Costs  incurred  by  Owner  in  airing  its  own  non-entertainment
             programming on the Station.

    8.       Payments  made by Owner  to third  parties  under  the  programming
             agreements listed on Attachment 4.8 less any compensation  received
             by Owner under such agreements.

    9.       Miscellaneous Station expenses.



<PAGE>



                                Attachment 2.2(b)

                               Programmer Expenses

    1.       All costs associated with Programmer's  provision of programming to
             the Station,  maintenance,  repair and  replacement of Programmer's
             assets  related  to the  operation  of the  Station,  the  sale  of
             commercial   advertising   time   on  the   Station,   Programmer's
             coordination  of traffic and billing  functions and the performance
             of any other administrative or operational duties assigned by Owner
             to Programmer.

    2.       Salaries,   benefits  and  taxes  for  all  personnel  employed  by
             Programmer  and  used  by  Programmer  in  the  performance  of its
             obligations hereunder.

    3.       Insurance as provided in Section 5.8(b) of this Agreement..



<PAGE>



                                 Attachment 4.1

                 Broadcast Station Programming Policy Statement

                  Programmer  agrees to cooperate with Owner in the broadcasting
of programs of the highest possible  standard of excellence and for this purpose
to  observe  the  following   regulations  in  the   preparation,   writing  and
broadcasting of its programs.

    I.       No Plugola  or Payola.  Except  for  commercial  messages  aired in
             compliance with 47  C.F.R.ss.73.1212,  Programmer shall not receive
             any consideration in money, goods, services, or otherwise, directly
             or indirectly  (including to relatives) from any persons or company
             for the  presentation of any  programming  over the Station without
             reporting the same to Licensee's  general  manager.  The commercial
             mention of any  business  activity  or "plug"  for any  commercial,
             professional,  or other related endeavor, except where contained in
             an actual commercial message of a sponsor, is prohibited.

    II.      No Lotteries.  Announcements giving any information about lotteries
             or games  prohibited  by  federal  or state law or  regulation  are
             prohibited.

    III.     Election Procedures. At least fifteen (15) days before the start of
             any  primary  or  election  campaign,  Programmer  will  clear with
             Owner's  Station  Manager the rates  Programmer will charge for the
             time to be sold to  candidates  for the public  office and/or their
             supporters   to  make  certain  that  the  rates   charged  are  in
             conformance with applicable law and Station policy.

    IV.      Required   Announcements.   Programmer   shall   broadcast  (i)  an
             announcement  in a form  satisfactory  to Owner at the beginning of
             each hour



<PAGE>



             to identify the Station and (ii) any other  announcements  that may
             be required by law, regulation, or Owner policy.

    V.       No Illegal Announcements.  No announcements or promotion prohibited
             by  federal  or state  law or  regulation  shall  be made  over the
             Station.  Any game,  contest,  or  promotion  relating  to or to be
             presented  over the Station must be fully  stated and  explained in
             advance to Owner,  which reserves the right in its sole  discretion
             to reject any game, contest, or promotion.

    VI.      Owner  Discretion   Paramount.   In  accordance  with  the  Owner's
             responsibility  under the  Communications  Act of 1934, as amended,
             and  the  Rules  and  Regulations  of  the  Federal  Communications
             Commission,  Owner  reserves the right to reject or  terminate  any
             advertising  proposed to be presented or being  presented  over the
             Station  which  is in  conflict  with  Station  policy  or which in
             Owner's or its Station  Manager's sole judgment would not serve the
             public interest.

             Owner  may  waive  any of the  foregoing  regulations  in  specific
instances,  if, in its opinion,  the Station will remain in compliance  with all
applicable laws, rules,  regulations and policies and broadcasting in the public
interest  is served.  In any case where  questions  of policy or  interpretation
arise, Programmer should submit the same to Owner for decision before making any
commitments in connection therewith.




<PAGE>



                                 Attachment 4.8
                             Programming Agreements

1.       KDSM-TV  - Fox:  Station  Affiliation  Agreement,  dated as of June 11,
         1992,  as  amended as of June 11,  1992 and  December  2, 1992,  by and
         between  River City  Broadcasting,  L.P.  ("RCB") and Fox  Broadcasting
         Company.

2.       KDSM-TV - Paramount:  Paramount License Agreement, dated as of November
         16, 1993,  by and between  Paramount  Pictures  Corporation  and RCB on
         behalf of River City License Partnership.

3.       KABB-TV - Fox:  Station  Affiliation  Agreement,  dated as November 18,
         1994, by and between RCB and Fox Broadcasting Company.

4.       KOVR-TV - CBS: Affiliation Agreement,  dated as of December 9, 1994, by
         and between RCB and CBS Television Network.

5.       WLOS-TV - ABC: Primary Television  Affiliation  Agreement,  dated as of
         April  13,  1990,  between  WLOS-TV,  Inc.  and  American  Broadcasting
         Companies, Inc. ("ABC"), as assumed by RCB as of September 8, 1994.

6.       WLOS-TV: RCB has negotiated a new agreement with ABC which is currently
         not executed. 1/

7.       WFBC-TV - ABC: Satellite Television Affiliation Agreement,  dated as of
         September  8,  1994,  by and  between  RCB  and  American  Broadcasting
         Companies, Inc. 2/

----------
   1/ Note that this agreement is not executed. No representation or warranty is
made by RCB regarding the effectiveness or  noneffectiveness  of this agreement.
To the extent RCB has any  post-Effective  Date rights and obligations under any
affiliation   agreement  on  this  schedule,   RCB  transfers  such  rights  and
obligations  to  Programmer,  but without any  admission by RCB that RCB has any
rights or obligations  thereunder.  In addition to requiring consent to transfer
this agreement to a third party,  the current draft of this agreement  presently
requires  that the consent of ABC be obtained by RCB prior to entering  into any
local marketing or time brokerage  agreement whereby another  television station
provides programming to RCB's station.
       
   2/ During the term of this agreement,  WFBC-TV became an independent  station
and no longer  rebroadcasts ABC programming.  As a result, this agreement may no
longer be in force and  effect  however,  to the  extent  RCB has any  rights or
obligations  thereunder,  they  are  incorporated  into  this  schedule  by this
reference.

<PAGE>


8.       WTTV-TV/WTTK-TV - Paramount: Station Affiliation Agreement, dated as of
         November 16, 1993, by and between Parmount Pictures Corporation and RCB
         on behalf of River City License Partnership.

9.       KDNL-TV - Paramount:  Paramount License Agreement, dated as of November
         16, 1993, by and between  Paramount  Pictures  Corporations  and RCB on
         behalf of River City License Partnership.

10.      KDNL-TV: RCB is negotiating an affiliation agreement with ABC. 3/


--------
   3/ Note that this agreement is not executed. No representation or warranty is
made by RCB regarding the effectiveness or  noneffectiveness  of this agreement.
To the extent RCB has any  post-Effective  Date rights and obligations under any
affiliation   agreement  on  this  schedule,   RCB  transfers  such  rights  and
obligations  to  Programmer,  but without any  admission by RCB that RCB has any
rights or obligations  thereunder.  In addition to requiring consent to transfer
this agreement to a third party,  the current draft of this agreement  presently
requires  that the consent of ABC be obtained by RCB prior to entering  into any
local marketing or time brokerage  agreement whereby another  television station
provides programming to RCB's station.



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