Sample Business Contracts


Purchase Agreement - Sinclair Communications Inc. and STC Broadcasting Inc.

Asset Purchase Forms


                               PURCHASE AGREEMENT

                                 BY AND BETWEEN

                          SINCLAIR COMMUNICATIONS, INC.

                                       AND

                             STC BROADCASTING, INC.

                            DATED AS OF MARCH 5, 1999


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                                TABLE OF CONTENTS



                                                                                                   
                                                                                                          Page
                                                                                                          ----
ARTICLE 1. SALE OF ASSETS; ASSUMPTION OF LIABILITIES........................................................1
         1.1 Assets to Be Acquired..........................................................................1
         1.2 Excluded Assets................................................................................4
         1.3 Assumption of Liabilities......................................................................4
         1.4 Non-License Transfer; Closing..................................................................5
         1.5 Additional Closing Deliveries..................................................................7
         1.6 Due Diligence, Delivery of Disclosure Schedule and Purchaser Termination Right.................9

ARTICLE 2. PURCHASE PRICE..................................................................................10
         2.1 Escrow Deposit................................................................................10
         2.2 Purchase Price................................................................................10
         2.3 Payment of Purchase Price.....................................................................11
         2.4 Post-Closing Adjustment.......................................................................11
         2.5 Allocation of the Purchase Price..............................................................13

ARTICLE 3. REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY..........................................13
         3.1 Organization and Standing.....................................................................13
         3.2 Binding Agreement.............................................................................14
         3.3 Absence of Conflicting Agreements or Required Consents........................................14
         3.4 Equity Investments............................................................................15
         3.5 Financial Statements..........................................................................15
         3.6 Title to Assets; Related Matters..............................................................15
         3.7 Absence of Certain Changes, Events and Conditions.............................................16
         3.8 Litigation....................................................................................17
         3.9 Insurance.....................................................................................18
         3.10 Material Contracts...........................................................................18
         3.11 Permits and Licenses; Compliance with Law....................................................19
         3.12 FCC Licenses.................................................................................19
         3.13 Environmental Matters........................................................................20
         3.14 Employee Benefit Matters.....................................................................20
         3.15 Labor Relations..............................................................................22
         3.16 Intellectual Property........................................................................23
         3.17 Taxes........................................................................................23
         3.18 Commissions..................................................................................24
         3.19 Affiliate Transactions.......................................................................24
         3.20 Gannett Purchase Agreement...................................................................24
         3.21 Accuracy and Completeness of Representations and Warranties..................................25

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER.....................................................25
         4.1 Organization and Standing.....................................................................25


<PAGE>


         4.2 Binding Agreement.............................................................................25
         4.3 Absence of Conflicting Agreements or Required Consents........................................26
         4.4 Litigation....................................................................................26
         4.5 Commissions...................................................................................27
         4.6 Financing.....................................................................................27
         4.7 Purchaser's Qualification.....................................................................27
         4.8 Accuracy and Completeness of Representations and Warranties...................................27

ARTICLE 5. COVENANTS AND AGREEMENTS........................................................................27
         5.1 Conduct of the Business Prior to Closing; Access..............................................27
         5.2 Post-Closing Covenants and Agreement, and Other Employee Benefit Matters......................32
         5.3 Cooperation...................................................................................35
         5.4 Confidentiality...............................................................................38
         5.5 Public Announcements..........................................................................38
         5.6 No Solicitation...............................................................................38
         5.7 Employees.....................................................................................39
         5.8 No Additional Representations.................................................................39
         5.9 Certain Payments..............................................................................39
         5.10 Bulk Sales Laws..............................................................................40
         5.11 Control of the Stations......................................................................40
         5.12 Use of Certain Names.........................................................................41
         5.13 News Sharing Arrangements....................................................................41
         5.14 Rights Under the Gannett Purchase Agreement..................................................42

ARTICLE 6. CONDITIONS TO OBLIGATIONS OF PURCHASER..........................................................43
         6.1 Representations and Warranties................................................................43
         6.2 Performance by the Company....................................................................44
         6.3 Certificates..................................................................................44
         6.4 Consents; No Objections.......................................................................44
         6.5 No Proceedings or Litigation..................................................................45
         6.6 FCC Consent...................................................................................45
         6.7 No Material Adverse Change....................................................................45
         6.8 Opinions of Counsel...........................................................................45
         6.9 Certain Certified Matters.....................................................................45
         6.10 Good Standing Certificate....................................................................46
         6.11 No Transmission Defects......................................................................46
         6.12 Closing on the Gannett Purchase Agreement....................................................46
         6.13 Deliveries...................................................................................46

ARTICLE 7. CONDITIONS TO OBLIGATIONS OF THE COMPANY........................................................47
         7.1 Representations and Warranties................................................................47
         7.2 Performance by Purchaser......................................................................47
         7.3 Certificate...................................................................................47
         7.4 Consents; No Objections.......................................................................47
         7.5 No Proceedings or Litigation..................................................................47


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         7.6 FCC Consent...................................................................................48
         7.7 Certain Certified Matters.....................................................................48
         7.8 Good Standing Certificate.....................................................................48
         7.9. Closing on Gannett Purchase Agreement........................................................48
         7.10 Deliveries...................................................................................49

ARTICLE 8. INDEMNIFICATION.................................................................................49
         8.1 Indemnification by the Company................................................................49
         8.2 Indemnification by Purchaser..................................................................49
         8.3 Limitations on Indemnification Claims and Liability; Termination of Indemnification...........50
         8.4 Computation of Claims and Damages.............................................................51
         8.5 Notice of Claims..............................................................................52
         8.6 Defense of Third Party Claims.................................................................52
         8.7 Third Party Beneficiaries.....................................................................53

ARTICLE 9. DEFINITIONS.....................................................................................53

ARTICLE 10. MISCELLANEOUS PROVISIONS.......................................................................67
         10.1 Termination Rights...........................................................................67
         10.2 Litigation Costs.............................................................................69
         10.3 Expenses.....................................................................................69
         10.4 Notices......................................................................................70
         10.5 Benefit and Assignment.......................................................................71
         10.6 Waiver.......................................................................................72
         10.7 Severability.................................................................................73
         10.8 Amendment....................................................................................73
         10.9 Effect and Construction of this Agreement....................................................73
         10.10 Transfer and Conveyance Taxes...............................................................74
         10.11 Specific Performance........................................................................74
         10.12 Survival of Representations, Warranties and Covenants.......................................74

ARTICLE 11. NO PERSONAL LIABILITY FOR REPRESENTATIVES, STOCKHOLDERS, DIRECTORS OR OFFICERS.................75



                                      iii


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                                                                      EXHIBIT

                               PURCHASE AGREEMENT

         THIS PURCHASE  AGREEMENT (this  "AGREEMENT") is entered into as of this
5th day of March, 1999, by and between SINCLAIR COMMUNICATIONS, INC., a Maryland
corporation (the "COMPANY"), and STC BROADCASTING,  INC., a Delaware corporation
("PURCHASER").

         WHEREAS, the Company and Guy Gannett Communications ("GANNETT") entered
into that certain  Purchase  Agreement  dated  September  4, 1998 (the  "GANNETT
PURCHASE  AGREEMENT"),   pursuant  to  which  the  Company  agreed  to  purchase
substantially all of the assets of the Gannett  Television  Stations,  including
television  broadcast  stations  WICS-TV,  Channel  20,  Springfield,  Illinois;
WICD-TV, Channel 15, Champaign,  Illinois; and KGAN-TV, Channel 2, Cedar Rapids,
Iowa (each a "STATION" and collectively, the "STATIONS"); and

         WHEREAS,  the Company desires to sell, assign and transfer to Purchaser
the assets and  business  of the  Stations as  described  below,  and  Purchaser
desires to  purchase  and acquire  the assets and  business  of the  Stations as
described  below,  on the terms and subject to the  conditions set forth in this
Agreement.

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

         [A LIST OF DEFINED TERMS IS PROVIDED IN ARTICLE 9 HEREOF.]

ARTICLE 1.            SALE OF ASSETS; ASSUMPTION OF LIABILITIES.

          1.1 ASSETS TO BE ACQUIRED.

                  Upon  the  terms  and  subject  to  the  satisfaction  of  the
conditions set forth herein,  the Company shall sell, convey,  assign,  transfer
and deliver to Purchaser, and Purchaser shall purchase,  acquire, accept and pay
for,  all right,  title and interest of the Company and Gannett in and to all of
the real, personal and mixed properties,  assets and other rights, both tangible
and intangible (other than the Excluded Assets), owned or leased by, or licensed
to or used or useful by, the Company and Gannett in connection with the Business
and the Stations (collectively, the "ASSETS"), which Assets shall consist of all
of the Assets  relating to the Stations that the Company (and its successors and
assigns)  have  acquired or have the right to  acquire,  pursuant to the Gannett
Purchase Agreement.

                  Without  limiting the generality of the foregoing,  the Assets
shall include the following:



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                  (a) the FCC Licenses;

                  (b) the Equipment;

                  (c)  all  translators,  earth  stations  and  other  auxiliary
facilities, and all applications therefor;

                  (d) the Real  Property  and  Leased  Property  as set forth in
Section 1.1(d) of the Disclosure Schedule;
--------------

                  (e) all orders and agreements for the sale of advertising time
on the  Stations  for  cash,  and all  trade,  barter  and  similar  agreements,
excluding  Program  Contracts  (which are provided  for below),  for the sale of
advertising  time on the  Stations for any property or services in lieu of or in
addition to cash, and any other orders and  agreements  relating to the Stations
and entered  into  (other than in  violation  of this  Agreement  or the Gannett
Purchase  Agreement)  between the date of the Gannett Purchase Agreement and the
Transfer Date;

                  (f) all film and program  licenses and  contracts  under which
the Company or Gannett has the right to  broadcast  film  product or programs on
the Stations  ("PROGRAM  CONTRACTS"),  including all cash and non-cash  (barter)
program contracts and including,  without limitation,  the Program Contracts set
forth in Section 3.10 of the Disclosure Schedule and any other Program Contracts
relating to the  Stations  and entered  into  (other than in  violation  of this
Agreement  or the Gannett  Purchase  Agreement)  between the date of the Gannett
Purchase Agreement and the Transfer Date;

                  (g)  all  other  contracts  and  agreements   related  to  the
Business,  including,  without limitation,  network affiliation agreements,  all
employment  contracts  entered into with  television  talent and other  Business
Employees,  all collective  bargaining  agreements  with respect to any Business
Employees,  any time brokerage  agreements and all national or local advertising
representation agreements for the Stations,  including,  without limitation, the
contracts and agreements  set forth in Section 3.10 of the Disclosure  Schedule,
and any other such contracts and agreements relating to the Stations and entered
into  (other  than  in  violation  of this  Agreement  or the  Gannett  Purchase
Agreement)  between the date of the Gannett Purchase  Agreement and the Transfer
Date;

                  (h) the Intellectual Property,  including, without limitation,
the Call Letters;

                  (i) all programs and programming  materials used in connection
with the Business,  whether  recorded on tape or any other media or intended for
live


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<PAGE>

performance,  and whether completed or in production, and all related common law
and statutory copyrights owned by or licensed to the Company or Gannett and used
or useful in connection with the Business;

                  (j)  all  FCC  logs  and  other  records  that  relate  to the
operation of the Stations;

                  (k)  except as set forth in  Section  1.2  hereof,  all files,
books and other records relating to the Business, including, without limitation,
written technical information,  data,  specifications,  research and development
information,  engineering,  drawings,  manuals,  computer  programs,  tapes  and
software  relating  directly to the  Business,  other than  duplicate  copies of
account books of original entry and duplicate  copies of such files and records,
if any, that are  maintained at the corporate  offices of the Company or Gannett
for tax and accounting purposes;

                  (l) all of the goodwill in, and "going  concern" value of, the
Business;

                  (m)  all  accounts,  notes  and  accounts  receivable  of  the
Business  and the  Stations  relating  to or  arising  out of the  business  and
operations  of the  Stations  and the  Business  during the period  prior to the
Transfer Date;

                  (n)  all  deposits,  reserves  and  prepaid  expenses  of  the
Business (other than those relating to Excluded  Assets or Liabilities  that are
not Assumed Liabilities);

                  (o) to the  extent  transferable  under  applicable  law,  all
franchises,  approvals, permits, licenses, orders, registrations,  certificates,
exemptions,  variances and similar rights obtained from Governmental Authorities
(other than the FCC  Licenses)  in any  jurisdiction  that had issued or granted
such items to the Company or Gannett,  or that the Company or Gannett  otherwise
owns  or  uses,  in  each  case  relating  to  the  Business,  and  all  pending
applications therefor; and

                  (p) except as set forth in Section 1.2 hereof,  all  insurance
proceeds  and  claims  therefor  arising  out  of  or  related  to  (i)  damage,
destruction  or loss of any property or asset used or useful in connection  with
the Business to the extent of any damage or destruction that remains unrepaired,
or to the extent any property or asset remains  unreplaced,  at the  Non-License
Transfer  Date or the Closing Date,  as  applicable,  and (ii) any other matters
related to, or involving the Business, including, without limitation, employment
practices.



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<PAGE>

               1.2 EXCLUDED ASSETS.

                  Notwithstanding  anything to the contrary  herein,  all of the
assets  listed on  Schedule  1.2 to this  Agreement  or defined  in the  Gannett
Purchase  Agreement as Excluded  Assets  (collectively,  the "EXCLUDED  Assets")
shall be excluded from the Assets.

               1.3 ASSUMPTION OF LIABILITIES.

                  (a) On and after the Non-License Transfer Date, Purchaser will
assume and agree to perform and fully  discharge when due,  except to the extent
that such Liabilities constitute Retained Liabilities, the following Liabilities
of the Company or Gannett: (i) those solely related to or solely arising from or
in connection with the Assets or the Business  (other than the License  Assets);
and (ii) those partly related to any contract or agreement for the Stations that
are also related to other Gannett  Television  Stations,  but not related to any
other  assets or  business  of  Gannett or the  Company  (any such  contract  or
agreement  being a "GROUP  CONTRACT"),  but only to the extent  the  Liabilities
under any such Group Contract  relate to or arise from or are in connection with
the Assets or the Business,  whether such Liabilities specified in clause (i) or
(ii) are incurred or arise prior to, on or after the Non-License  Transfer Date,
including,  without limitation, those obligations of the Company relating to the
Business to be assumed by Purchaser pursuant to Section 5.2 hereof.

                  (b) On and after the Closing  Date,  to the extent not assumed
by Purchaser at the  Non-License  Transfer,  Purchaser  will assume and agree to
perform and fully  discharge when due, except to the extent that any Liabilities
constitute  Retained  Liabilities,  the following  Liabilities of the Company or
Gannett:  (i) those solely  related to or solely  arising from or in  connection
with the  Assets  or the  Business;  (ii)  those  partly  related  to any  Group
Contract,  but only to the extent the Liabilities  under any such Group Contract
relate to or arise from or are in  connection  with the Assets or the  Business,
and (iii) those solely related to or solely  arising from or in connection  with
the License  Assets listed in Section 1.4 of the  Disclosure  Schedule,  whether
such  Liabilities  specified in clause (i),  (ii) or (iii) are incurred or arise
prior to, on or after the Closing Date,  including,  without  limitation,  those
obligations  of the Company  relating to the Business to be assumed by Purchaser
pursuant to Section 5.2 hereof (the Liabilities assumed by Purchaser pursuant to
Sections  1.3(a) and (b) hereof shall be  collectively  be referred to herein as
the "ASSUMED LIABILITIES").

                  (c) Except for the Assumed Liabilities and except as otherwise
expressly provided in this Agreement, Purchaser will assume no other Liabilities
or


                                       4

<PAGE>

any kind of description (collectively, the "RETAINED LIABILITIES"). The Retained
Liabilities include, without limitation, any of the following Liabilities:


                           (i)     any of the Liabilities defined in the Gannett
                                   Purchase Agreement as "Retained Liabilities";

                           (ii)     any of the Company's obligations hereunder;

                           (iii)    any  Liability  for federal,  state or local
                                    income  taxes  of  Gannett  or the  Company,
                                    their  respective  stockholders or any other
                                    Person;

                           (iv)     any  Liabilities  relating to the  Corporate
                                    Office    except    for   the    Purchaser's
                                    reimbursement obligation pursuant to Section
                                    5.9(b) hereof;

                           (v)      any Liabilities relating to current, former
                                    or inactive Corporate Office Employees;

                           (vi)     any Liabilities  under any Employee  Benefit
                                    Plans of  Gannett or the  Company  except to
                                    the extent assumed by Purchaser  pursuant to
                                    Section 5.2 and Section 5.9 hereof;

                           (vii)    any  Liability  of  Gannett  or the  Company
                                    arising from  Indebtedness or any overdrafts
                                    on  any  bank  accounts  of  Gannett  or the
                                    Company;

                           (viii)   any Liability for dividends; and

                           (ix)     any  Liability  with  respect to the Gannett
                                    Television    Stations   (other   than   the
                                    Stations)   under  any  Group   Contract  or
                                    otherwise.

                  (d)  The  Company  shall  retain,  and  shall  continue  to be
responsible after the Transfer Date for, all Retained  Liabilities and all other
Liabilities of the Company and Gannett that are not Assumed Liabilities.

          1.4 NON-LICENSE TRANSFER; CLOSING.

                  (a) Unless this Agreement  shall have been  terminated and the
transactions  herein shall have been terminated pursuant to Section 10.1 hereof,
provided that the conditions set forth in Article 6 (except for Section 6.6) and
Article 7 (except for  Section  7.6) shall have been  satisfied  and the Closing
shall not have occurred,  there shall be a closing (the "NON-LICENSE  TRANSFER")
for the



                                       5



<PAGE>

purchase  and sale of all of the Assets  (other than the Assets which are listed
in Section 1.4 of the Disclosure Schedule (the "LICENSE ASSETS"),  at 10:00 a.m.
New York City time on a date  specified by Purchaser that is within the later of
(i) ten (10) days after the date on which all applicable  waiting  periods under
the HSR Act shall have expired or terminated,  or (ii) the date,  time and place
of the closing under the Gannett  Purchase  Agreement as long as Purchaser shall
have  received at least ten (10) days prior  written  notice from the Company of
the date of the  Gannett  closing  (the date on which the  Non-License  Transfer
shall  occur  pursuant  to this  Section  1.4(a)  is  referred  to herein as the
"NON-LICENSE TRANSFER DATE"); provided,  however, that the Company and Purchaser
shall take such  reasonable  actions as may be necessary to hold the Non-License
Transfer  simultaneously with the closing of the Gannett Purchase Agreement.  If
the Non-License  Transfer shall occur  simultaneously with the closing under the
Gannett  Purchase  Agreement,  then the Non-License  Transfer shall occur at the
place of the closing  under the  Gannett  Purchase  Agreement,  or at such other
place as the parties shall agree in writing. Otherwise, the Non-License Transfer
shall occur at the offices of Hogan & Hartson  L.L.P.,  8300  Greensboro  Drive,
Suite 1100,  McLean,  Virginia  22102, or at such other place as the Company and
Purchaser  shall  agree in writing.  At the  Non-License  Transfer,  each of the
parties  hereto shall take, or cause to be taken,  all such actions and deliver,
or cause to be delivered,  all such  documents,  instruments,  certificates  and
other items as may be required  under this  Agreement or otherwise,  in order to
perform or fulfill all covenants  and  agreements on its part to be performed at
or  prior  to the  Non-License  Transfer.  The  Non-License  Transfer  shall  be
effective as of 12:01 a.m.,  New York City time,  on the day of the  Non-License
Transfer Date.

                  (b) Unless this Agreement  shall have been  terminated and the
transactions  herein contemplated shall have been terminated pursuant to Section
10.1 hereof, the closing (the "CLOSING") of the transactions herein contemplated
shall  take place at 10:00  a.m.,  New York City time,  on a date  specified  by
Purchaser that is within ten (10) days following the  satisfaction  or waiver of
the conditions  set forth in Articles 6 and 7 hereof,  or at such other time and
date as the Company and Purchaser  shall agree in writing (such time and date of
the Closing being referred to herein as the "CLOSING  DATE"),  at the offices of
Hogan & Hartson L.L.P.,  8300 Greensboro  Drive,  Suite 1100,  McLean,  Virginia
22102,  or at such other  place as the  Company  and  Purchaser  shall  agree in
writing.  At the Closing,  each of the parties hereto shall take, or cause to be
taken,  all  such  actions  and  deliver,  or cause  to be  delivered,  all such
documents,  instruments,  certificates  and other items as may be required under
this  Agreement or  otherwise,  in order to perform or fulfill all covenants and
agreements  on its part to be performed at or prior to the Closing.  The Closing
shall be  effective  as of 12:01  a.m.,  New York City  time,  on the day of the
Closing Date.



                                       6




<PAGE>

                  (c) In the event that the closing of the Company's acquisition
of the  Stations  pursuant  to the  Gannett  Purchase  Agreement  does not occur
simultaneously  with the  Transfer  Date  hereunder,  the Company and  Purchaser
acknowledge and agree that (i) the  representations,  warranties,  covenants and
agreements made by Gannett under the Gannett Purchase  Agreement which relate to
the  Stations  shall be deemed  (A)  incorporated  by  reference  into the terms
hereof,  and (B)  restated by the Company for the benefit of Purchaser as of the
Transfer  Date as though the  Company was  Gannett  under the  Gannett  Purchase
Agreement;  provided,  that,  without  limiting the  Company's  representations,
warranties, covenants and agreements hereunder, such additional representations,
warranties,  covenants and agreements from the Gannett Purchase  Agreement shall
apply only with  respect  to the period of  ownership  of the  Stations  and the
Assets by the Company and the Company's successors and assigns; (ii) on or prior
to the fifth (5th)  Business  Day prior to the  Transfer  Date,  the  Disclosure
Schedule  hereto  shall be updated  and  amended by the  Company to reflect  the
updates and  amendments to the  Disclosure  Schedule that are necessary in order
for the Company to restate such  representations and warranties  hereunder as of
the Transfer Date;  provided,  however,  no such updates or amendments  shall be
made which  would  constitute  a  violation  of this  Agreement  or the  Gannett
Purchase Agreement; and (iii) in addition to the Assets described in Section 1.1
hereof,  the "Assets"  shall include the Assets of the Business and the Stations
with respect to which the Company and the Company's successors and assigns shall
have acquired from and after the closing under the Gannett Purchase Agreement.

     1.5 ADDITIONAL CLOSING DELIVERIES.

                  (a)  At  the   Non-License   Transfer  and  the  Closing,   as
applicable, the Company shall deliver to Purchaser:

                    (i)  a duly  executed  counterpart  of  the  Bill  of  Sale,
                         Assignment and Assumption  Agreement  substantially  in
                         the form set forth in  Exhibit A hereto  (the  "BILL OF
                         SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT");

                    (ii) at the Closing only, a duly executed counterpart of the
                         Assignment of FCC Licenses,  substantially  in the form
                         set forth in Exhibit B hereto (the  "ASSIGNMENT  OF FCC
                         LICENSES");

                    (iii)instruments  of  assignment  with respect to all of the
                         Company's  rights and interests in the Leased  Property
                         and special  warranty  deeds (of a type  equivalent  to
                         that known in New York as a "bargain and sale deed with
                         covenants against  grantor's  actions") with respect to
                         all of the  Company's  rights and interests in the Real
                         Property,  in recordable  form  sufficient to convey to
                         Purchaser all of the Company's  rights and interests or
                         rights and interest in the Leased



                                       7


<PAGE>

                         Property and the Real Property  acquired by the Company
                         from  Gannett   pursuant   to   the   Gannett  Purchase
                         Agreement;

                    (iv) an  owner's  affidavit,  gap  indemnity  and such other
                         customary   documents  and   certificates   as  may  be
                         reasonably  required  by  Purchaser's  title  insurance
                         company with respect to Purchaser's  title insurance of
                         the Real Property and any Leased Property;

                    (v)  evidence reasonably  satisfactory to Purchaser that the
                         third-party insurance policies listed in Section 3.9 of
                         the  Disclosure  Schedule  are in full force and effect
                         with respect to the period  prior to the Transfer  Date
                         (together  with   appropriate   evidence  showing  loss
                         payable   and/or   additional    insured   clauses   or
                         endorsements,  as reasonably requested by Purchaser, in
                         favor of Purchaser);

                    (vi) a certificate,  dated as of the Transfer Date, executed
                         on  behalf  of  the  Company  by  the  Company's   duly
                         authorized   officers  that,  except  as  disclosed  in
                         Section 3.8 of the  Disclosure  Schedule (or  otherwise
                         disclosed  pursuant to such  certificate) (a) there are
                         no Actions  against the  Company  or, to the  Company's
                         knowledge,  Gannett  relating  to the  Business  or the
                         Assets  pending,   or,  to  the  Company's   Knowledge,
                         threatened to be brought by or before any  Governmental
                         Authority,  and (b)  neither  the  Company  nor, to the
                         Company's   Knowledge,   Gannett   is  subject  to  any
                         Governmental   Orders   (nor,   are   there   any  such
                         Governmental  Orders  threatened  to be  imposed by any
                         Governmental Authority) relating to the Business or the
                         Assets;

                    (vii)domain name  transfer  agreements in form and substance
                         reasonably  satisfactory  to  Purchaser  to perfect the
                         transfer to Purchaser of all of the domain names of the
                         Stations;

                    (viii) all other  instruments  of  conveyance  and  transfer
                         sufficient to convey the Assets to Purchaser;

                    (ix) at the  Non-License  Transfer  only,  a  duly  executed
                         counterpart   of   the   Time   Brokerage    Agreement,
                         substantially in the form set forth in Exhibit C hereto
                         (the "TIME BROKERAGE AGREEMENT"); and

                    (x)  all other documents,  instruments and writings required
                         to be  delivered  by the  Company  at or  prior  to the
                         Closing  Date  or the  Non-License  Transfer  Date,  as
                         applicable, pursuant to this Agreement.

                    (b)  At  the  Non-License   Transfer  and  the  Closing,  as
                         applicable, Purchaser shall deliver to Company:


                                       8


<PAGE>

                    (i)  the  Purchase  Price in  accordance  with  Section  2.3
                         hereof;

                    (ii) a duly  executed  counterpart  of  the  Bill  of  Sale,
                         Assignment and Assumption Agreement;

                    (iii)at the Closing only, a duly executed counterpart of the
                         Assignment of FCC Licenses;

                    (iv) at the  Non-License  Transfer  only,  a  duly  executed
                         counterpart of the Time Brokerage Agreement; and

                    (v)  all other documents,  instruments and writings required
                         to be delivered by Purchaser at or prior to the Closing
                         Date or the  Non-License  Transfer Date, as applicable,
                         pursuant to this Agreement.

                  (c)  Purchaser  shall,  at any time  prior to, at or after the
Transfer  Date,  take or cause to be taken such  further  actions,  and execute,
deliver  and file or cause to be  executed,  delivered  and filed  such  further
documents  and  instruments,  as may be  reasonably  requested by the Company in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement.  The Company  shall,  at any time prior to, at or after the  Transfer
Date, take or cause to be taken such further actions,  and execute,  deliver and
file or cause to be executed,  delivered  and filed such further  documents  and
instruments,  as may be reasonably requested by Purchaser in connection with the
consummation of the transactions contemplated by this Agreement.

     1.6  DUE   DILIGENCE,   DELIVERY  OF  DISCLOSURE   SCHEDULE  AND  PURCHASER
          TERMINATION RIGHT.
  
                  The Company  hereby  acknowledges  and agrees that neither the
Company nor Gannett has delivered all due diligence  materials or the Disclosure
Schedule  with respect to the  Stations to  Purchaser  prior to the date hereof.
Subject  to the  receipt of any  required  prior  approvals  from  Gannett,  the
parties, therefore,  acknowledge and agree that (a) Purchaser shall be permitted
to conduct a due  diligence  review of the Business and Assets upon,  and at all
times after the execution and delivery of this  Agreement  pursuant to the terms
and conditions of this Agreement, and (b) the Company shall deliver to Purchaser
and to  Purchaser's  counsel a complete set of the  Disclosure  Schedule for the
Stations (and copies of all materials identified on the Disclosure Schedule,  as
reasonably  required  to  support  such  Disclosure  Schedule  or  as  otherwise
reasonably  requested by Purchaser) as soon as possible  after the execution and
delivery  of this  Agreement.  Purchaser  shall have the right,  in its sole and
absolute  discretion and for any reason, to terminate this Agreement at any time
prior to 5:00 p.m.  (New York City time) on the date



                                       9



<PAGE>

which is the tenth  (10th)  Business  Day after the date hereof (the  "Diligence
Termination  Deadline") pursuant to Section 10.1(a)(ii) hereof. Such termination
right of Purchaser is in addition to, and shall not limit or diminish, any other
termination rights or other remedies available to Purchaser  hereunder or at law
or in equity.

ARTICLE 2. PURCHASE PRICE.

          2.1 ESCROW DEPOSIT.

                  For and in partial consideration of the execution and delivery
of this Agreement,  provided, that this Agreement shall not have been terminated
and the transactions herein contemplated shall not have been terminated pursuant
to Sections 10.1(a)(ii) or 10.1(a)(iii)  hereof,  Purchaser shall deposit within
twelve (12) Business  Days after the  execution  and delivery of this  Agreement
with the Deposit  Escrow  Agent an original,  irrevocable  letter of credit in a
form reasonably  acceptable to the Company (the "LETTER OF CREDIT"),  issued for
the benefit of the Company and the Deposit  Escrow Agent by The Chase  Manhattan
Bank  for an  amount  equal  to  Eight  Million  One  Hundred  Thousand  Dollars
($8,100,000) (the "ESCROW  DEPOSIT"),  such Letter of Credit to be dealt with in
accordance with the terms and provisions of the Deposit Escrow Agreement,  dated
as of the date of the  delivery  of the Letter of Credit to the  Deposit  Escrow
Agent,  among the Company,  Purchaser and the Deposit Escrow Agent,  in the form
attached hereto as Exhibit D (the "DEPOSIT ESCROW AGREEMENT"). Purchaser and the
Company  shall  cause the Letter of Credit to be returned  to  Purchaser  on the
Transfer Date.

          2.2 PURCHASE PRICE.

                  (a)  In  consideration  of the  sale  of the  Assets  and  the
Business  hereunder,  Purchaser  shall (i) pay the Company in cash the aggregate
amount of Eighty One Million Dollars  ($81,000,000) (the "BASE PURCHASE PRICE"),
plus (if the Estimated Net Financial  Assets are greater than zero) or minus (if
the Estimated Net Financial  Assets are less than zero), as the case may be, the
Estimated Net Financial  Assets (the Base Purchase Price, as adjusted by the Net
Financial Assets, the "PURCHASE PRICE") and (ii) assume the Assumed Liabilities.

                  (b) As  promptly  as  possible  but no later  than  three  (3)
Business Days prior to the Transfer Date, the Company shall deliver to Purchaser
a statement  setting forth the amount  estimated in good faith by the Company to
be  the  amount  of the  Net  Financial  Assets  as of the  Transfer  Date  (the
"ESTIMATED NET FINANCIAL ASSETS").


                                       10


<PAGE>

          2.3 PAYMENT OF PURCHASE PRICE.

                  (a) At the  Non-License  Transfer,  Purchaser shall pay to the
Company  the  sum of  Seventy-Six  Million  Dollars  ($76,000,000)  of the  Base
Purchase  Price plus (if the  Estimated  Net  Financial  Assets are greater than
zero) or minus (if the Estimated Net  Financial  Assets are less than zero),  as
the case may be,  the  Estimated  Net  Financial  Assets,  by wire  transfer  in
immediately  available funds to an account or accounts which shall be designated
by the Company not less than three (3) Business Days prior to the Transfer Date.

                  (b) The Purchase Price (less any amounts of the Purchase Price
paid to the Company at the  Non-License  Transfer) shall be paid by Purchaser to
the Company at the Closing by wire transfer of immediately available funds to an
account or accounts which shall be designated by the Company not less than three
(3) Business Days prior to the Closing Date.

          2.4 POST-CLOSING ADJUSTMENT.

                  (a) The  parties  agree that no later than  seventy-five  (75)
days  after  the  Transfer  Date (or such  later  date on which  such  statement
reasonably can be prepared and delivered in light of the compliance of Purchaser
and the  Company  with  their  obligations  set  forth  in next  two  succeeding
sentences),  the Company shall deliver to Purchaser, in the form received by the
Company from Gannett (i) a statement  of the actual Net  Financial  Assets as of
11:59 p.m.,  New York City time, on the day  immediately  preceding the Transfer
Date (the  "CLOSING  STATEMENT")  certified  by  PriceWaterhouseCoopers  L.L.P.,
independent  accountants  for  Gannett,  to be  prepared  (except  as  otherwise
provided  in  Section  9 of the  Disclosure  Schedule  to the  Gannett  Purchase
Agreement) in conformity with GAAP and on a basis consistent with the basis used
in preparing the Unaudited  Financial  Statements as of, and for the year ended,
December 27, 1997,  referred to in Section 3.5 of the Gannett Purchase Agreement
except to the  extent of any  position  taken as the  result of such  statements
being prepared on a consolidated  basis,  and (ii) a determination of the amount
by which the actual  Net  Financial  Assets  are less than or  greater  than the
Estimated Net Financial Assets. Purchaser shall provide the Company and Gannett,
and Gannett's  independent  accountants,  access at all reasonable  times to the
relevant  personnel,  properties,  books and  records of the  Business  for such
purposes  and to assist the  Company  and  Gannett,  and  Gannett's  independent
accountants,  in preparing the Closing Statement.  Purchaser's  assistance shall
include, without limitation,  the closing of the books of the Business as of the
Transfer Date, the preparation of schedules  supporting the amounts set forth in
the general  ledger and other books and records of the Business,  and such other
assistance  as the Company,  Gannett or Gannett's  independent  accountants


                                       11


<PAGE>

may reasonably  request.  During the twenty-five  (25) day period  following the
delivery  by the  Company  of the  Closing  Statement  referred  to in the first
sentence of this Section 2.4(a),  Purchaser and its independent accountants will
be permitted to review the working  papers of the Company and of Gannett and its
independent  accountants relating to the preparation of the Closing Statement to
the same extent as such working  papers have been made  available to the Company
by Gannett pursuant to the Gannett Purchase  Agreement.  If, within  twenty-five
(25) days after  delivery  by the Company of the  Closing  Statement,  Purchaser
notifies the Company that it disagrees with the Closing  Statement,  the Company
shall attempt to resolve the disagreement with Gannett. In the event the Company
and Purchaser cannot agree with respect to the Closing Statement within five (5)
days of the notice of  disagreement  provided by Purchaser to the Company,  then
the determination  shall be submitted for resolution  promptly to an independent
nationally recognized accounting firm (the "ACCOUNTING FIRM"),  jointly selected
by  the  Company  and  Purchaser,  whose  determination  (the  "ACCOUNTING  FIRM
DETERMINATION") shall be instructed by the parties to be made within twenty (20)
days and be binding upon all parties hereto,  and the fees and expenses of which
shall be borne equally by Purchaser and the Company to the extent that such fees
and expenses are allocable to the  transactions  contemplated by this Agreement.
The  Purchaser  agrees  that the  accounting  firm  selected  by Gannett and the
Company  pursuant to Section 2.3(a) of the Gannett  Purchase  Agreement shall be
the  Accounting  Firm  hereunder  as long as such firm has not been  engaged  by
Gannett  or the  Company  during  the  three (3) year  period  prior to the date
hereof.  In the event that  (whether  expressly  or by failure of  Purchaser  to
provide  notice of any  disagreement  within the  applicable  period)  Purchaser
agrees with the determination of the final Net Financial Assets set forth in the
Closing  Statement  without   submitting  the  matter  for  an  Accounting  Firm
Determination, the Net Financial Assets set forth in the Closing Statement shall
be the  final  determination  of the Net  Financial  Assets.  The  amount of Net
Financial  Assets as of 11:59 p.m.,  New York City time, on the day  immediately
preceding the Closing Date, as definitively  determined pursuant to this Section
2.4(a) is referred to herein as the "ACTUAL NET FINANCIAL ASSETS".

                  (b) If the Actual Net  Financial  Assets are greater  than the
Estimated Net Financial  Assets,  then Purchaser  shall pay the Company in cash,
within two (2)  Business  Days  following  the  determination  of the Actual Net
Financial  Assets,  an amount  equal to such  difference,  plus  interest on the
amount of such  difference  at the rate of eight percent (8%) per annum from the
Transfer  Date to the date of such  payment  to the  Company.  If the Actual Net
Financial  Assets are less than the  Estimated Net  Financial  Assets,  then the
Company shall pay the  Purchaser in cash within two (2) Business Days  following
the  determination of the Actual Net Financial  Assets,  an amount equal to such
difference,  plus interest on the amount of such difference at the rate of eight
percent  (8%) per annum from the



                                       12




<PAGE>

Transfer  Date to the  date of such  payment  to  Purchaser.  The  amounts  paid
pursuant  to this  Section  2.4(b)  shall  be by wire  transfer  of  immediately
available funds for credit to the recipient at a bank account identified by such
recipient in writing.

          2.5 ALLOCATION OF THE PURCHASE PRICE.

                  The Company and Purchaser  agree to allocate the Base Purchase
Price among the Stations for all purposes (including  financial,  accounting and
tax purposes) in accordance with Schedule 2.7 hereto.  The Company and Purchaser
agree to engage  Bond & Pecaro,  a  nationally  recognized  appraisal  firm,  to
appraise the classes of Assets of each Station in accordance with the allocation
for the Stations set forth on Schedule 2.7 and in  accordance  with Section 1060
of  the  Code  and  the  Treasury   Regulations   promulgated   thereunder  (the
"ALLOCATION").  The Allocation  shall be binding upon Purchaser and the Company,
and none of the parties hereto shall file, or cause to be filed, any Tax Return,
Internal  Revenue  Service Form 8594 or other form,  or take a position with any
Tax authority or jurisdiction,  that is inconsistent with the Allocation without
obtaining the prior written consent of the Company or Purchaser, as the case may
be. The fees and  disbursements of the appraiser  engaged in connection with the
Allocation  as to the Assets of the  Stations  shall be paid  one-half  (1/2) by
Purchaser and one-half (1/2) by the Company.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY.

          The Company represents and warrants to Purchaser as follows:

          3.1 ORGANIZATION AND STANDING.

                  The  Company  is  a  corporation  duly  incorporated,  validly
existing,  and in good  standing  under the laws of the State of  Maryland.  The
Company and, to the Company's  Knowledge,  Gannett have all requisite  corporate
power and authority to own,  lease and operate their  respective  properties and
assets and to conduct their business as it is now being  conducted.  The Company
is and, to the Company's Knowledge, Gannett is, duly qualified to do business as
a foreign  corporation  and is in good standing  under the laws of each state in
which the  operation  of its  business  or  ownership  of its assets  makes such
qualification  necessary,  except  where the failure to so qualify or be in good
standing would not reasonably be expected to have a Material Adverse Effect.



                                       13


<PAGE>

     3.2 BINDING AGREEMENT.

                  The Company has all requisite corporate power and authority to
enter into this  Agreement,  to execute and deliver this Agreement and the other
Transaction Documents, to carry out its obligations hereunder and thereunder and
to consummate the transactions  contemplated  hereby and thereby.  The execution
and  delivery  of this  Agreement  and the other  Transaction  Documents  by the
Company and the  consummation  by the Company of its  obligations  hereunder and
thereunder have been duly and validly authorized by all necessary  corporate and
stockholder  action on the part of the Company.  This Agreement has been, and on
the  Non-License  Transfer  Date and on the Closing  Date the other  Transaction
Documents  will be, duly  executed  and  delivered on behalf of the Company and,
assuming the due authorization, execution and delivery by Purchaser, constitutes
a legal, valid and binding  obligation of the Company  enforceable in accordance
with its terms, subject to applicable  bankruptcy and similar laws affecting the
rights of  creditors  generally  and to general  principles  of equity  (whether
applied at law or equity).

     3.3 ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS.

                  Except as set forth in Section 3.3 of the Disclosure Schedule,
the execution, delivery and performance by the Company of this Agreement and the
other  Transaction  Documents (and to the extent that the Assets are transferred
directly from Gannett to the Purchaser, to the Company's Knowledge,  Gannett) do
not and will not (a) violate,  conflict  with or result in the breach or default
of any provision of the articles of incorporation or bylaws of the Company,  (b)
conflict  with or violate in any  material  respect any material Law or material
Governmental  Order applicable to the Company or any of its properties or assets
or to  the  Assets  or  the  Business,  (c)  except  for  (i)  the  notification
requirements  of the HSR Act and (ii) such filings with,  and orders of, the FCC
as may be  required  under  the  Communications  Act and  the  FCC's  rules  and
regulations in connection with this Agreement and the transactions  contemplated
hereby, require any material consent, approval, authorization or other order of,
action by,  registration  or filing with or declaration or  notification  to any
Governmental  Authority, or (d) conflict with, result in any violation or breach
of,  constitute a default (or event which with the giving of notice, or lapse of
time or both, would become a default) under,  require any consent under, or give
to  others  any  rights of  termination,  amendment,  acceleration,  suspension,
revocation or  cancellation  of, or result in the creation of any Encumbrance on
any of the Assets,  or result in the imposition or  acceleration of any payment,
time of payment,  vesting or increase in the amount of  compensation  or benefit
payable, pursuant to any Material Contract.


                                       14


<PAGE>


     3.4 EQUITY INVESTMENTS.

          The Assets do not include any capital stock of any  corporation or any
equity interest in any Person.

     3.5 FINANCIAL STATEMENTS.

                  (a) The  Company  has  furnished,  or prior  to the  Diligence
Termination  Deadline will furnish,  to Purchaser the balance sheets for each of
the  Stations as of December 31,  1994,  December  31, 1995,  December 31, 1996,
December 31, 1997,  and December 31, 1998, and statements of operations for each
of the  Stations  for the  years  then  ended  (such  financial  statements  are
collectively referred to herein as the "UNAUDITED FINANCIAL STATEMENTS"). Except
as  otherwise  disclosed  in  Section  3.5 of the  Disclosure  Schedule,  to the
Company's  Knowledge,  the Unaudited Financial  Statements  (including any notes
thereto) present fairly, in all material respects, the financial position of the
Stations, as of the dates thereof and the results of operations for the Stations
for the periods then ended and have been prepared in conformity with GAAP.

                  (b)  Except  as set  forth in  Section  3.5 of the  Disclosure
Schedule,  to the Company's Knowledge,  there are no liabilities or obligations,
secured or unsecured (whether absolute,  accrued,  contingent or otherwise,  and
whether due or to become due), of any Station of a nature required by GAAP to be
reflected in a corporate balance sheet,  except such liabilities and obligations
(i) that are adequately  accrued or reserved against in the Unaudited  Financial
Statements  or disclosed in the notes  thereto,  (ii) that were  incurred  after
December 31, 1998,  either in the ordinary  course of business  consistent  with
past  practice  or in  connection  with the  transactions  contemplated  by this
Agreement, or (iii) that are immaterial in amount.

     3.6 TITLE TO ASSETS; RELATED MATTERS.

                  To the Company's Knowledge, except for Permitted Exceptions or
as  disclosed  in Section 3.6 of the  Disclosure  Schedule (a) Gannett has good,
valid and  marketable  title (as measured in the context of their  current uses)
to,  or,  in the case of  leased  or  subleased  assets,  valid  and  subsisting
leasehold  interests  (as measured in the context of their  current uses) in, or
otherwise  has the  right  to use,  all of the  Assets,  free  and  clear of all
Encumbrances  (except  for any assets  sold or  otherwise  disposed  of, or with
respect  to which  the  lease,  sublease  or other  right to use such  Asset has
expired or has been terminated, in each case after the date hereof solely to the
extent  permitted  under  Section  5.1(a)  hereof),  (b) each lease or  sublease
pursuant to which any Leased  Property is leased by Gannett is, to the Company's
Knowledge,  legal, valid and binding on Gannett and the Company (as the case may


                                       15


<PAGE>



be) and, to the Company's  Knowledge,  the other parties  thereto and grants the
leasehold  interest it purports to grant,  including,  without  limitation,  any
rights to nondisturbance  and peaceful and quiet enjoyment that may be contained
therein and, to the Company's Knowledge, Gannett and each other party thereto is
in  compliance in all material  respects with the  provisions of such leases and
subleases,  (c) to the  Company's  Knowledge,  the  Assets,  together  with  the
Excluded  Assets,  constitute  all the  assets  and  rights of  Gannett  and its
Affiliates  used in or necessary  for the operation of the Business as currently
conducted, (d) to the Company's Knowledge,  except for Equipment scheduled to be
replaced by Gannett's  capital  expenditure  budget,  the Real Property,  Leased
Property and Equipment is, in all material respects, in good operating condition
and  repair  (ordinary  wear and tear  excepted)  taking  into  account  the age
thereof,  (e) to the  Company's  Knowledge,  there are no  contractual  or legal
restrictions  to which  Gannett  or the  Company is a party or by which the Real
Property is otherwise  bound that  preclude or restrict in any material  respect
Gannett's  ability to use the Real  Property  for the  purposes  for which it is
currently  being used and (f) no portion of the Real Property or Leased Property
is the subject of, or affected by, any  condemnation,  eminent domain or inverse
condemnation  proceeding  currently  instituted or, to the Company's  Knowledge,
threatened.  At each of the Non-License Transfer and the Closing, as applicable,
the Company (or Gannett)  shall sell,  convey,  assign,  transfer and deliver to
Purchaser all of the Company's (or Gannett's)  right,  title and interest in and
to all of the Assets,  free and clear of all  Encumbrances  other than Permitted
Exceptions and Encumbrances arising from Purchaser's acts. Section 1.1(d) of the
Disclosure  Schedule contains a true and correct list of all Real Property owned
by Gannett used in the Business (other than the Excluded Assets).

     3.7 ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS.

                  To the  Company's  Knowledge,  since June 30, 1998,  except as
otherwise  provided in or  contemplated  by this  Agreement  or as  disclosed in
Section 3.7 of the Disclosure Schedule:

                  (a) other than in the ordinary  course of business  consistent
with past  practice  neither the  Company  nor  Gannett  has sold,  transferred,
leased, subleased, licensed or otherwise disposed of any material assets used in
the Business, other than the sale of obsolete Equipment;

                  (b) (i)  neither  the  Company  nor  Gannett  has  granted any
increase,  or announced  any  increase,  in the wages,  salaries,  compensation,
bonuses,  incentives,  pension or other benefits  payable to any of the Business
Employees, including, without limitation, any increase or change pursuant to any
Employee Benefit Plan, or (ii) established, increased or accelerated the payment
or vesting of any  benefits  under any  Employee  Benefit  Plan with  respect to
Business  Employees,


                                       16


<PAGE>



in either case except (A) as required by Law, (B) that  involve  only  increases
consistent  with the past  practices  of  Gannett or (C) as  required  under any
existing agreement or arrangement;

                  (c) neither  the  Company  nor  Gannett has made any  material
change in any method of  accounting  or  accounting  practice  or policy used by
Gannett or the Company with respect to the Stations, other than changes required
by Law or under GAAP;

                  (d)  neither  the  Company  nor  Gannett  has   suffered   any
extraordinary  casualty loss or damage with respect to any material  assets used
in the Business, whether or not covered by insurance;

                  (e)      there has not been any Material Adverse Effect;

                  (f) except in connection  with the  transactions  contemplated
hereby,  the Business has been  conducted in all material  respects  only in the
ordinary and usual course consistent with past practice;

                  (g) neither the  Company  nor Gannett has  created,  incurred,
assumed or guaranteed any Indebtedness, except for net borrowings under existing
lines of credit;

                  (h) other than in the ordinary course of business, neither the
Company  nor  Gannett has  compromised,  settled,  granted any waiver or release
relating to, or otherwise adjusted any Action, material Liabilities or any other
material claims or material rights of the Business; and

                  (i) neither  the  Company  nor  Gannett  has entered  into any
agreement, contract, commitment or arrangement to do any of the foregoing.

     3.8 LITIGATION.

                  Except as disclosed in Section 3.8 of the Disclosure Schedule,
as of the date hereof,  (a) there are no Actions  against the Company or, to the
Company's Knowledge, Gannett relating to the Business or the Assets pending, or,
to  the  Company's  Knowledge,  threatened  to  be  brought  by  or  before  any
Governmental Authority, (b) neither the Company nor, to the Company's Knowledge,
Gannett  is  subject  to any  Governmental  Orders  (nor,  are  there  any  such
Governmental  Orders  threatened  to be imposed by any  Governmental  Authority)
relating to the Business or the Assets,  and (c) there is no Action  pending or,
to the Company's  Knowledge,  threatened to be brought  before any  Governmental
Authority,  that seeks to



                                       17



<PAGE>

question,  delay or prevent the  consummation of the  transactions  contemplated
hereby.

     3.9 INSURANCE.

                  Section 3.9 of the  Disclosure  Schedule  lists all  insurance
policies  as of the date  hereof  relating  to the Assets or the  Business  (the
"INSURANCE POLICIES"). Except as set forth in either Section 3.9 or Section 3.14
of the  Disclosure  Schedule,  (a) to the  Company's  Knowledge,  all  insurance
policies relating to the Assets or Business to which the Company or Gannett is a
party or under  which the  Assets or the  Business  is covered  (or  replacement
policies therefor) are in full force and effect and, to the Company's Knowledge,
all  premiums  due have been paid and are not in default,  (b) to the  Company's
Knowledge,  no  notice  of  cancellation  or  non-renewal  with  respect  to, or
disallowance of any claim under, any such policy has been received by either the
Company or Gannett, and (c) to the Company's Knowledge,  neither the Company nor
Gannett has been refused insurance with respect to the Business or Assets,  nor,
to the Company's Knowledge,  has coverage with respect to the Business or Assets
been  previously  canceled  or limited  by an  insurer  to which  Gannett or the
Company  has  applied  for such  insurance  or with which the Company or, to the
Company's Knowledge, Gannett has held insurance within the last three years.

     3.10 MATERIAL CONTRACTS.

                  Section  3.10  of  the  Disclosure  Schedule  sets  forth  all
Material Contracts relating to the Stations,  including, without limitation, all
amendments thereof, as of the date hereof. To the extent received by the Company
from Gannett,  complete and accurate  copies of all written  Material  Contracts
listed in Section 3.10 of the Disclosure  Schedule and accurate summaries of the
material  terms of all oral  contracts and  agreements  (which would be Material
Contracts  if in writing)  have been  delivered  or made  available to Purchaser
(except as otherwise noted therein).  Except as set forth in Section 3.10 of the
Disclosure Schedule, to the Company's Knowledge,  (a) each Material Contract and
each other  contract or  agreement  that is  material to the  Business is legal,
valid and binding on Gannett and, to the Company's Knowledge,  the other parties
thereto, (b) to the Company's  Knowledge,  neither the Company nor Gannett is in
default  under any  Material  Contract or other  contract or  agreement  that is
material to the Business and no event has occurred or failed to occur that, with
or without  the giving of notice or the lapse of time or both,  would  result in
such a  default  and (c) to the  Company's  Knowledge,  no  other  party  to any
Material  Contract  or other  contract  or  agreement  that is  material  to the
Business has breached or is in default thereunder.


                                       18

<PAGE>


     3.11 PERMITS AND LICENSES; COMPLIANCE WITH LAW.

                  (a)  Except as  disclosed  in Section  3.11 of the  Disclosure
Schedule,  (i) to the  Company's  Knowledge,  Gannett  currently  holds  all the
material  permits,  licenses,  authorizations,   certificates,   exemptions  and
approvals  of  Governmental  Authorities  or other  Persons  including,  without
limitation,  Environmental Permits,  necessary for the current operation and the
conduct (as it is being  conducted  prior to the Transfer Date) of the Business,
other than the FCC  Licenses  (which are  provided  for in Section  3.12 hereof)
(collectively,  "PERMITS"),  and all  material  Permits  are in full  force  and
effect, (ii) to the Company's Knowledge, since November 1, 1996, Gannett has not
received any written notice from any Governmental Authority revoking, canceling,
rescinding, modifying or refusing to renew any material Permit and, (iii) to the
Company's Knowledge,  Gannett is in material compliance with the requirements of
all material Permits.

                  (b)  Except as  disclosed  in Section  3.11 of the  Disclosure
Schedule,  to the  Company's  Knowledge,  (i)  Gannett is in  compliance  in all
material  respects  with all Laws and  Governmental  Orders,  other than the FCC
Licenses, the Communications Act and the rules and regulations of the FCC (which
are  provided  for in Section  3.12  hereof),  applicable  to the conduct of the
Business as it is being  conducted  prior to the Transfer Date, and (ii) Gannett
has not been charged, since November 1, 1996, by any Governmental Authority with
a violation of any Law or any Governmental Order relating to the Stations, which
charge has not been fully resolved and, to the extent required, accounted for.

     3.12 FCC LICENSES.

                  Except  as  disclosed  in  Section  3.12  of  the   Disclosure
Schedule,  (a) to the Company's Knowledge,  Gannett holds, and immediately prior
to the Closing the Company will hold, the FCC Licenses listed in Section 3.12 of
the Disclosure  Schedule,  which FCC Licenses expire on the respective dates set
forth  in  Section  3.12  of the  Disclosure  Schedule;  (b)  to  the  Company's
Knowledge,  Section  3.12 of the  Disclosure  Schedule  sets  forth  a true  and
complete list of any and all pending applications filed with the FCC by Gannett,
true and complete  copies of which (to the extent  received  from Gannett by the
Company) have been  delivered to Purchaser or made  available for  inspection by
Purchaser;  (c) to the Company's  Knowledge,  the FCC Licenses listed in Section
3.12  of  the   Disclosure   Schedule   constitute   all  of  the  licenses  and
authorizations  required under the  Communications Act and the current rules and
regulations  of the FCC in  connection  with the  operation  of the  Stations as
currently operated; (d) to the Company's Knowledge, the FCC Licenses are in full
force and effect  through the dates set forth in Section 3.12 of the  Disclosure
Schedule,  and there is not pending or, to the Company's  Knowledge,  threatened
any action by or before the FCC to



                                       19


<PAGE>

revoke,  suspend,  cancel,  rescind,  modify, or refuse to renew in the ordinary
course any of the FCC Licenses; (e) to the Company's Knowledge, the Stations are
operating in compliance  with the FCC Licenses and in compliance in all material
respects with the  Communications  Act and the current rules and  regulations of
the FCC and have been assigned digital  television  frequencies;  and (f) to the
Company's  Knowledge,  there exist no facts,  conditions  or events  relating to
Gannett or the Company that would reasonably be expected to cause the revocation
of FCC  Licenses  or denial by the FCC of the  application  for  consent  to the
assignment  of the FCC  Licenses as provided  in this  Agreement  or the Gannett
Purchase Agreement.  To the Company's Knowledge,  Gannett has filed all reports,
forms  and  statements,  including,  without  limitation,   construction  permit
applications  for digital  television  channels  required to be filed by Gannett
with the FCC and maintained in its public files in accordance with the rules and
regulations of the FCC.

     3.13 ENVIRONMENTAL MATTERS.

                  Except  as  disclosed  in  Section  3.13  of  the   Disclosure
Schedule,  to the Company's  Knowledge,  (a) Hazardous  Materials  have not been
Released on any Real Property except in material compliance with applicable Law;
(b) there have been no events  related to the Business or the Real Property that
would  reasonably be expected to give rise to any material  liability  under any
Environmental  Law; (c) the Business,  the Real Property and the Leased Property
is now, and for the past five (5) years has been,  in material  compliance  with
all applicable  Environmental Laws and there are no extant conditions that would
reasonably be expected to  constitute  an  impediment to such  compliance in the
future;  (d) the Business  has disposed of all wastes  arising from or otherwise
relating to its business, including those wastes containing Hazardous Materials,
in material  compliance  with all applicable  Environmental  Laws (including the
filing of any required reports with respect thereto) and  Environmental  Permits
and  (e)  there  are no  pending  or,  to the  Company's  Knowledge,  threatened
Environmental Claims against Gannett relating to the Real Property.

     3.14 EMPLOYEE BENEFIT MATTERS.

                  The  Company has made  available  to  Purchaser  copies of all
material  Employee  Benefit  Plans  (including,  without  limitation,  all plans
governed  by  ERISA,  providing  pension  benefits  or  providing  health,  life
insurance or disability benefits) relating to the Stations), which plans are set
forth in Section 3.14 of the Disclosure Schedule. To the Company's Knowledge and
except  as set  forth  in  Section  3.14 of the  Disclosure  Schedule,  all such
Employee  Benefit Plans are in compliance  with the terms of the applicable plan
and the  requirements  prescribed  by  applicable  law  currently in effect with
respect  thereto  (including  Sections  4980B


                                       20


<PAGE>


and 5000 of the Code) and, to the Company's Knowledge,  Gannett has performed in
all material respects all obligations  required to be performed by it under, and
is not in default  under or in violation  of, any of the terms of such  Employee
Benefit Plans where any such noncompliance, nonperformance, default or violation
would,  individually  or in the aggregate,  be reasonably  expected to result in
liability in excess of Twenty-Five Thousand Dollars ($25,000).  To the Company's
Knowledge,  Gannett has no post-retirement  welfare  obligations with respect to
the Business. To the Company's Knowledge,  Gannett has not incurred, and, to the
Company's Knowledge,  no event,  transaction or condition has occurred or exists
which is reasonably expected to result in the occurrence of any liability to the
Pension Benefit Guaranty  Corporation  (other than contributions to the plan and
premiums to the Pension Benefit Guaranty Corporation which, in either event, are
not in default) or any "withdrawal liability" within the meaning of Section 4201
of  ERISA,  or any  other  liability  pursuant  to Title I or IV of ERISA or the
penalty,  excise  tax or joint  and  several  liability  provisions  of the Code
relating to employee  benefit  plans,  in any such case relating to any Employee
Benefit Plan or any pension plan  maintained by any company that during the last
five  years was or  currently  would be treated  as a single  employer  with the
Company or Gannett,  as the case may be, under  Section 4001 of ERISA or Section
414 of the Code (an "ERISA AFFILIATE"),  where individually or in the aggregate,
in any of such  events,  any such  liability  would be in excess of  Twenty-Five
Thousand Dollars ($25,000).  To the Company's Knowledge,  except as set forth in
Section 3.14 of the  Disclosure  Schedule and except for such matters that would
not,  individually  or in the  aggregate,  reasonably  be  expected to result in
liability in excess of Twenty-Five  Thousand  Dollars  ($25,000),  each Employee
Benefit Plan  relating to the  Stations  intended to be  "qualified"  within the
meaning of Section  401(a) of the Code has  received a  favorable  determination
letter that such plan is so qualified and the trusts  maintained  thereunder are
exempt from  taxation  under  Section  501(a) of the Code and, to the  Company's
Knowledge,  is so qualified,  and no such Employee  Benefit Plan holds  employer
securities.  To the Company's  Knowledge and except as set forth in Section 3.14
of the Disclosure  Schedule,  neither  Gannett nor any ERISA  Affiliate has ever
made or been  obligated to make, or  reimbursed  or been  obligated to reimburse
another  employer for,  contributions to any  multiemployer  plan (as defined in
ERISA  Section  3(37)).  To the  Company's  Knowledge and except as set forth in
Section 3.14 of the  Disclosure  Schedule,  the Employee  Benefit  Plans are not
presently  under  audit or  examination  (and  have  not  received  notice  of a
potential audit or examination) by any  governmental  authority,  and no matters
are pending with respect to the Qualified Plan under any governmental compliance
programs. To the Company's Knowledge, with respect to each Employee Benefit Plan
of the  Stations,  there have been no  violations  of Code Section 4975 or ERISA
Sections 404 or 406 as to which successful claims would,  individually or in the
aggregate,  result  in  liability  in  excess of  Twenty-Five  Thousand  Dollars
($25,000) for Gannett,  the



                                       21


<PAGE>

Company or any  Person  required  to be  indemnified  by either of them.  To the
Company's  Knowledge,  except as set  forth in  Section  3.14 of the  Disclosure
Schedule,  and except as expressly provided in this Agreement,  the consummation
of the  transactions  contemplated  by this  Agreement  will not (i) entitle any
current  or former  employee  or  officer  of the  Business  to  severance  pay,
unemployment  compensation  or other  payment,  or (ii)  accelerate  the time of
payment or vesting, or increase the amount of compensation due any such employee
or officer.  To the Company's  Knowledge,  there are no pending or threatened or
anticipated  claims by or on behalf of any Employee Benefit Plan relating to the
Stations,  by any  employee  or  beneficiary  covered  under any such  plan,  or
otherwise involving any such plan (other than routine claims for benefits) where
any such pending, threatened or anticipated claims would, individually or in the
aggregate,   reasonably  be  expected  to  result  in  liability  in  excess  of
Twenty-Five  Thousand  Dollars  ($25,000).   The  Twenty-Five  Thousand  Dollars
($25,000)  liability threshold in this Section 3.14 is intended to apply only to
this Section 3.14, and is in no way intended to be used in defining  materiality
anywhere in this Agreement.

     3.15 LABOR RELATIONS.

                  To the  Company's  Knowledge,  Section 3.15 of the  Disclosure
Schedule sets forth a list of all labor organizations recognized as representing
the employees of the Business.  Complete and accurate  copies of all  collective
bargaining  agreements and other labor union contracts  relating to employees of
the  Stations  and any such  labor  organizations  have been  delivered  or made
available  to  Purchaser.  Except as disclosed in Section 3.8 or Section 3.15 of
the Disclosure Schedule, (a) to the Company's Knowledge, there are no collective
bargaining  agreements or other labor union contracts applicable to employees of
the Business, (b) to the Company's Knowledge, there are no strikes, slowdowns or
work  stoppages  pending  or, to the  Company's  Knowledge,  threatened  between
Gannett and any employees of the Business,  and Gannett has not  experienced any
such strike,  slowdown,  or work stoppage within the past two (2) years, in each
case,  as of the date of the Gannett  Purchase  Agreement,  (c) to the Company's
Knowledge,   there  are  no  pending  or  threatened  grievance  or  arbitration
proceedings  arising  under  any  collective   bargaining  agreements  or  labor
contracts  affecting  any  employees  of the  Business,  (d)  to  the  Company's
Knowledge,  there are no unfair  labor  practice  complaints  pending or, to the
Company's  Knowledge,  threatened  against the Business relating to employees of
the Business before the National Labor Relations Board or any other Governmental
Authority  or, to the  Company's  Knowledge,  any current  union  representation
questions involving employees of the Business,  (e) to the Company's  Knowledge,
Gannett is in compliance in all material respects with its obligations under all
Laws and Governmental Orders governing its employment  practices with respect to
employees of the Business, including, without limitation,



                                       22

<PAGE>

provisions   relating  to  wages,  hours  and  equal   opportunity,   employment
discrimination, workers' compensation, family and medical leave, the Immigration
Reform and Control Act, and occupational safety and health requirements,  (f) to
the  Company's  Knowledge,  all  Persons  classified  by Gannett as  independent
contractors  with respect to the Business do satisfy the  requirements of law to
be so  classified,  and,  to the  Company's  Knowledge,  Gannett  has  fully and
accurately reported their compensation on IRS Forms 1099 when required to do so,
and (g) to the Company's Knowledge,  there is no charge or compliance proceeding
actually pending or, to the Company's Knowledge,  threatened against the Company
or Gannett with respect to employees of the Business before the Equal Employment
Opportunity  Commission or any state,  local, or foreign agency  responsible for
the prevention of unlawful employment practices.

          3.16 INTELLECTUAL PROPERTY.

                  To the  Company's  Knowledge,  Section 3.16 of the  Disclosure
Schedule includes a complete list of all call letters of the Stations (the "CALL
LETTERS").  Except as disclosed in Section 3.16 of the Disclosure  Schedule,  to
the Company's Knowledge, (a) the rights of Gannett, and immediately prior to the
Transfer  Date,  the Company,  in or to the Call  Letters and, to the  Company's
Knowledge,  the other Intellectual  Property do not conflict with or infringe on
the rights of any other  Person,  (b) the Company has not and, to the  Company's
Knowledge,  Gannett has not,  received any claim from any Person that the rights
of Gannett or the Company in or to the  Intellectual  Property  conflict with or
infringe on the rights of any other Person and, to the Company's  Knowledge,  no
such claim is threatened, (c) to the Company's Knowledge, Gannett owns (free and
clear of any  Encumbrances  other than  Permitted  Exceptions),  is  licensed or
otherwise  has the  right to use all  Intellectual  Property  necessary  for the
conduct of the Business as currently conducted by Gannett (free and clear of any
Encumbrances other than Permitted Exceptions),  except where the failure to have
such rights would not  reasonably  be expected to impair the  operations  of the
Business in any material  respect and (d) to the Company's  Knowledge,  no other
Person is  infringing  or  diluting  the rights of Gannett  with  respect to the
Intellectual Property.

          3.17 TAXES.

                  Except as disclosed in Section 3.17 of the Disclosure Schedule
and except  relating  exclusively  to the Gannett Maine Media  Business,  to the
Company's Knowledge (a) all material Tax Returns required to be filed by Gannett
(or to the extent required to be filed by the Company)  relating to the Business
have been timely  filed and all such Tax Returns are correct and complete in all
material  respects;  (b) all Taxes  required  to be paid by  Gannett  (or to the
extent required to be paid by the Company) relating to the Business,  whether or
not shown as due on


                                       23



<PAGE>

such Tax  Returns,  have been timely paid other than such Taxes,  if any, as are
described in Section 3.17 of the Disclosure  Schedule and are being contested in
good faith; (c) there is no action, suit,  proceeding,  investigation,  audit or
claim pending or, to the Company's  Knowledge,  threatened with respect to Taxes
of Gannett or the Company  relating to the Stations or for which  Gannett or the
Company may be liable,  and no  adjustment  relating to such Taxes of Gannett or
the Company  relating to the  Stations  has been  proposed in writing by any Tax
authority and remains  unresolved;  (d) there are, and immediately  prior to the
Transfer  Date there will be, no Tax liens on any of the assets of the  Business
(other than liens for Taxes that are not yet due and payable); and (e) all Taxes
that the Business is required to withhold or collect have been duly  withheld or
collected  and,  to the  extent  required,  have  been  paid to the  proper  Tax
authority.

     3.18 COMMISSIONS.

                  There is no broker or finder or other Person who has any valid
claim against the Company,  Purchaser,  or any of their respective Affiliates or
any of their respective assets for a commission,  finders' fee, brokerage fee or
other  similar  fee in  connection  with  this  Agreement,  or the  transactions
contemplated  hereby,  by  virtue  of any  actions  taken by on or behalf of the
Company, its stockholders or the Company's officers, employees or agents.

     3.19 AFFILIATE TRANSACTIONS.

                  Except as set forth in Section 3.19 of the Disclosure Schedule
or as  expressly  otherwise  provided or  permitted  in this  Agreement,  to the
Company's  Knowledge,  since  December 27, 1997,  Gannett has not engaged in any
transaction with any Affiliate  thereof that was material to the Business,  and,
to the Company's Knowledge, Gannett is not a party to any material agreements or
arrangements  relating to the Stations with any Affiliates that will continue in
effect  after  the  Transfer  Date for the  Purchaser  that are not  immediately
terminable by the Purchaser without payment of any penalty or premium.

     3.20 GANNETT PURCHASE AGREEMENT.

                  The  Company and its  Affiliates  have not waived any of their
rights or  conditions  under  the  Gannett  Purchase  Agreement  related  to the
Stations.  Neither the Company nor Gannett is in material breach of, and has not
defaulted under, any of the terms of the Gannett Purchase Agreement. The Gannett
Purchase  Agreement  constitutes  a legal,  valid and binding  obligation of the
Company,  enforceable  in  accordance  with its  terms,  subject  to  applicable
bankruptcy and similar laws  affecting the rights of creditors  generally and to
general principles of equity (whether applied at law or equity).  The Company is
not and, to Company's Knowledge, Gannett is not, subject to any judgment, award,
order,  writ,  injunction,  arbitration  decision or decree which  prohibits the
performance  of  the  Gannett  Purchase  Agreement  or the  consummation  of any
transaction  contemplated  under the  Gannett  Purchase  Agreement.  There is no
Action  (a)  pending  or, to the  Company's  Knowledge,  threatened  against  or
affecting the Company or (b) to the Company's



                                       24


<PAGE>

Knowledge,  pending or threatened  against or affecting  Gannett in any federal,
state or local court,  or before any  Governmental  Authority or arbitrator that
would adversely  affect the ability of the Company or Gannett to consummate,  or
that would prohibit,  the transactions  contemplated  under the Gannett Purchase
Agreement related to the Stations.

     3.21 ACCURACY AND COMPLETENESS OF REPRESENTATIONS AND WARRANTIES.

                  No  representation  or  warranty  made by the  Company in this
Article  3, to the  Company's  Knowledge,  contains  any untrue  statement  of a
material  fact or  omits  a  material  fact  necessary  in  order  to  make  the
representation or warranty not misleading.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

         Purchaser represents and warrants to the Company as follows:

     4.1 ORGANIZATION AND STANDING.

                  Purchaser  is  a  corporation   duly   incorporated,   validly
existing,   and  in  good  standing  under  the  laws  of  its  jurisdiction  of
incorporation and has all requisite  corporate power and authority to own, lease
and operate its properties and assets and to conduct its business.

     4.2 BINDING AGREEMENT.

                  Purchaser has all requisite  corporate  power and authority to
enter into this  Agreement,  to execute and deliver this Agreement and the other
Transaction Documents, to carry out its obligations hereunder and thereunder and
to consummate the transactions  contemplated  hereby and thereby.  The execution
and delivery of this Agreement and the other Transaction  Documents by Purchaser
and the  consummation by Purchaser of its  obligations  hereunder and thereunder
have been duly and validly authorized by all necessary corporate and stockholder
action on the part of Purchaser. This Agreement has been and, on the Non-License


                                       25


<PAGE>

Transfer Date and the Closing Date,  the other  Transaction  Documents  will be,
duly  executed  and  delivered  on behalf of  Purchaser  and,  assuming  the due
authorization, execution and delivery by the Company, constitutes a legal, valid
and binding  obligation of Purchaser  enforceable in accordance  with its terms,
subject to  applicable  bankruptcy  and  similar  laws  affecting  the rights of
creditors  generally and to general principles of equity (whether applied at law
or equity).

     4.3 ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS.

                  The execution,  delivery and  performance by Purchaser of this
Agreement and the other  Transaction  Documents do not and will not (a) violate,
conflict  with or  result in the  breach  or  default  of any  provision  of the
certificate or articles of incorporation or by-laws of Purchaser, (b) materially
conflict  with or materially  violate any material Law or material  Governmental
Order applicable to Purchaser or any of its properties or assets, (c) except for
(i) the  notification  requirements  of the HSR Act, (ii) such filings with, and
orders of, the FCC as may be required under the Communications Act and the FCC's
rules and  regulations in connection  with this  Agreement and the  transactions
contemplated hereby as provided for in Section 4.7 hereof (including Section 4.7
of the Disclosure Schedule) or otherwise hereunder,  and (iii) such matters that
would not reasonably be expected to materially  impair or delay the consummation
of  the  transactions  contemplated  hereby,  require  any  consent,   approval,
authorization  or other  order of,  action by,  registration  or filing  with or
declaration or notification to any Governmental Authority or any other Person or
(d) except for such matters that would not  reasonably be expected to materially
impair  or  delay  the  consummation  of the  transaction  contemplated  hereby,
conflict  with,  result in any violation or breach of,  constitute a default (or
event which with the giving of notice,  or lapse of time or both, would become a
default)  under,  require  any  consent  under,  or give to others any rights of
termination, amendment, acceleration, suspension, revocation or cancellation of,
or result in the creation of any  Encumbrance on any of the  Purchaser's  assets
pursuant to, any note, bond, mortgage or indenture,  contract, agreement, lease,
sublease,  license or permit,  or franchise to which  Purchaser is a party or by
which its assets are bound.

     4.4 LITIGATION.

                  Except as described in Section 4.4 of the Disclosure Schedule,
there are no Actions  pending or, to  Purchaser's  knowledge,  threatened  to be
brought by or before any Governmental Authority, against Purchaser or any of its
Affiliates that (a) seek to question,  delay or prevent the  consummation of the
transactions  contemplated  hereby or (b) would reasonably be expected to affect
adversely  the  ability of  Purchaser  to  fulfill  its  obligations  hereunder,
including  without  limitation,  Purchaser's  obligations under Articles 1 and 2
hereof.


                                       26


<PAGE>

          4.5 COMMISSIONS.

                  There is no broker or finder or other Person who has any valid
claim against the Company,  Purchaser, any of their respective Affiliates or any
of their  respective  assets for a commission,  finders'  fee,  brokerage fee or
other  similar  fee in  connection  with  this  Agreement,  or the  transactions
contemplated  hereby,  by  virtue  of  any  actions  taken  by on or  behalf  of
Purchaser, or its officers, employees or agents.

          4.6 FINANCING.

                  Purchaser  will at the  Non-License  Transfer  and the Closing
have  sufficient  funds to pay the amounts of the Purchase  Price payable at the
Non-License Transfer and the Closing pursuant to this Agreement and otherwise to
satisfy its obligations hereunder.

          4.7 PURCHASER'S QUALIFICATION.

                  Except as set forth in Section 4.7 of the Disclosure Schedule,
(a) Purchaser does not know of any fact or circumstance that could reasonably be
expected  to result  in a finding  by the FCC that  Purchaser  is not  qualified
legally,  financially  or  otherwise  to be the  licensee of the Stations as its
operations are now being  conducted and (b) except for the FCC's Duopoly Rule, a
waiver  of  which  will  be  requested  by  Purchaser  (or  Purchaser  shall  be
restructured  to comply  with),  Purchaser  does not know of any  policy,  rule,
regulation or ruling of the FCC that could reasonably be expected to be violated
by the acquisition of the Stations by Purchaser.

          4.8 ACCURACY AND COMPLETENESS OF REPRESENTATIONS AND WARRANTIES.

                  No  representation  or  warranty  made  by  Purchaser  in this
Article 4, to the  Purchaser's  Knowledge,  contains  any untrue  statement of a
material  fact or  omits  a  material  fact  necessary  in  order  to  make  the
representation or warranty not misleading.

ARTICLE 5. COVENANTS AND AGREEMENTS.

          5.1 CONDUCT OF THE BUSINESS PRIOR TO CLOSING; ACCESS.

          The Company covenants as follows:




                                       27

<PAGE>

                  (a)  Between  the  date  hereof  and the  Closing,  except  as
contemplated  by this Agreement or as described in Section 5.1 of the Disclosure
Schedule,  or except with the written consent of Purchaser  (which consent shall
not be  unreasonably  withheld),  the Company will (or will cause Gannett to the
extent possible under the Gannett  Purchase  Agreement)  operate the Business in
the  ordinary  course of business  consistent  with past  practice and shall use
commercially reasonable efforts to (i) preserve intact the Business and preserve
the Business's relationships with customers,  suppliers,  licensees,  licensors,
the networks with whom the Stations are  affiliated  and others having  business
dealings with the Stations;  (ii) maintain the Business's inventory of supplies,
parts and other  materials and keep its books of account,  records and files, in
each case in the  ordinary  course of business  consistent  with past  practice;
(iii)  maintain  the  material  items  of Real  Property,  Leased  Property  and
Equipment  substantially  in their  present  condition,  ordinary  wear and tear
excepted;  (iv) pay or discharge all cash and barter obligations in the ordinary
course of business;  (v) bring current as of the day  immediately  preceding the
Transfer Date all payments due and payable under Program Contracts in accordance
with  their  terms as in effect on the date  hereof  (with  respect  to  Program
Contracts existing as of the date hereof) or on the date originally entered into
(with respect to Program Contracts entered into after the date hereof); and (vi)
maintain its corporate existence.

                  (b) Without limiting the generality of Section 5.1(a), between
the date hereof and the Closing,  except as contemplated by this Agreement or as
described in Section 5.1 of the Disclosure Schedule,  or except with the written
consent of Purchaser (which consent shall not be unreasonably  withheld,  except
in the case of any consent relating to the entering into of any Program Contract
providing for payments in excess of Thirty Thousand Dollars  ($30,000) or having
a term greater than one (1) year (other than any Program  Contract  that will be
fully satisfied,  discharged and performed prior to the Closing),  in which case
Purchaser may grant or withhold its consent in Purchaser's  absolute  discretion
(and the parties hereto further agree that no such consent unreasonably withheld
shall be taken into account in any  determination  of whether a Material Adverse
Effect has occurred),  and any consent shall be deemed given unless  withheld in
writing no later than three (3)  Business  Days after  Purchaser's  receipt of a
written  request for such  consent),  the Company  will not (and,  to the extent
provided for in the Gannett  Purchase  Agreement,  will cause Gannett not to, to
the extent  possible under the Gannett  Purchase  Agreement) with respect to the
Business:

                      (i)  create,  assume or  subject  any of the assets of the
Business to any  Encumbrance,  other than Permitted  Exceptions and Encumbrances
that will be released at or prior to the Non-License Transfer and the Closing;



                                       28


<PAGE>

                      (ii) make any material  changes in the  operations  of the
Business;

                      (iii) other than, in each case, in the ordinary  course of
business consistent with past practice, sell, transfer, lease, sublease, license
or otherwise dispose of any material assets of the Business, other than the sale
of obsolete Equipment that has been or is replaced with Equipment of like kind;

                      (iv) (A) grant any increase,  or announce any increase, in
the  wages,  salaries,  compensation,  bonuses,  incentives,  pension  or  other
benefits  payable  to any of the  officers  or key  employees  of the  Business,
including,  without limitation,  any increase or change pursuant to any Employee
Benefit  Plan, or (B) establish or increase or promise to increase or accelerate
the payment or vesting of any  benefits  under any  Employee  Benefit  Plan with
respect to officers or employees of the  Business,  in the case of either (A) or
(B) except (I) as required by Law, (II) that involve only  increases  consistent
with the past  practices of the Company or Gannett (or as otherwise  required or
allowed  under the  Gannett  Purchase  Agreement,  as the case may be, but in no
event  more  than five  percent  (5%),  (III) as  required  under  any  existing
agreement or arrangement,  (IV) that involve  increases related to promotions to
the  extent  such  increases  result in the  compensation  and  benefits  of the
relevant  employee being consistent with the compensation and benefits  provided
to  the  holder  of  such  position  in  the  past  or (V)  that  relate  to the
supplemental  executive  retirement  plans  identified  in  Section  3.14 of the
Disclosure Schedule;

                      (v)  make  any  change  in any  method  of  accounting  or
accounting  practice  or policy used by the Company or Gannett in respect of the
Business, other than as required by law or under GAAP;

                      (vi) fail to  maintain in full force and effect all of its
existing casualty, liability or other insurance relating to the Stations through
the  Non-License  Transfer and the Closing in amounts at least equal to those in
effect on the date hereof;

                      (vii) (A) amend the payment terms of any Program  Contract
to provide that payments that would  otherwise be made prior to the  Non-License
Transfer or the Closing are made after the  Non-License  Transfer or the Closing
or (B) acquire, enter into, modify, change or extend the term of (x) any Program
Contract  providing for payments in excess of Ten Thousand Dollars  ($10,000) or
with a term greater than one year or (y) Program Contracts not subject to clause
(x) that in the aggregate provide for payments in excess of Two Hundred Thousand
Dollars ($200,000);


                                       29


<PAGE>


                      (viii) acquire,  enter into, modify,  change or extend the
term of any Material  Contract,  provided that this clause (viii) will not apply
to the  acquisition or entering into of any new Material  Contract not otherwise
subject to clauses (i) to (vii) or clauses (ix) to (xv) of this  Section  5.1(b)
with respect to which all Liabilities of the Company thereunder  relating to the
Stations will be fully satisfied, discharged and performed prior to the Transfer
Date with no adverse effect on Purchaser;

                      (ix)  compromise,  settle,  grant any  waiver  or  release
relating to, or otherwise adjust, any material Action,  material  Liabilities or
any other material claims or material rights relating to the Stations;

                      (x) enter into any new agreement,  contract, commitment or
arrangement  with  any  Affiliate  of the  Company  that  will be  binding  upon
Purchaser,  the Assets or the  Stations  after the  Non-License  Transfer or the
Closing Date;

                      (xi)  apply to the FCC for any  construction  permit  that
would adversely  affect the Stations  present  operations,  or make any material
change in the Stations buildings, leasehold improvements, or fixtures;

                      (xii)  except with  respect to  promotion  during  ratings
sweep periods (which shall not be subject to this clause (xii)),  enter into any
trade,  barter or similar agreements (other than Program Contracts) for the sale
of advertising time that would be binding on the Stations or Purchaser after the
Non-License  Transfer or the Closing for any  property or services in lieu of or
in addition to cash that requires the provision of broadcast time having a value
that exceeds Ten Thousand Dollars  ($10,000) in any individual  agreement or Two
Hundred Thousand Dollars ($200,000) in the aggregate;

                      (xiii) take any action, or refrain from taking any action,
that would constitute a material breach of, constitute a default (or event which
with the giving of  notice,  or lapse of time or both,  would  become a default)
under,  or give to others any rights of  termination,  amendment,  acceleration,
suspension, revocation or cancellation of, any Material Contract;

                      (xiv) enter into or renew any time sales agreement  except
in the ordinary course of business for a term not exceeding  twelve (12) months;
or

                      (xv) enter into any  agreement,  contract,  commitment  or
arrangement to do any of the foregoing.


                                       30


<PAGE>

                  (c) Pending the  Non-License  Transfer  and the  Closing,  the
Company shall:

                      (i) to the extent  allowed by  Gannett  under the  Gannett
Purchase  Agreement  or  otherwise,  give to Purchaser  and its  representatives
reasonable  access  during  normal  business  hours  to all  of  the  employees,
properties,  books and  records  of Gannett or the  Company  that  relate to the
Stations and, to the extent  available from, or allowed by, Gannett  pursuant to
the  Gannett  Purchase  Agreement  or  otherwise,   furnish  Purchaser  and  its
representatives  with such information  concerning the Stations as Purchaser may
reasonably require, including such access and cooperation as may be necessary to
allow Purchaser and its  representatives to interview the employees,  to examine
the books and  records of the  Stations,  and to inspect the Real  Property  and
Equipment  (which  right of access shall not be exercised in any way which would
unreasonably interfere with the normal operations, business or activities of the
Stations);

                      (ii) to the extent  allowed by Gannett  under the  Gannett
Purchase  Agreement or  otherwise,  cooperate in all  reasonable  respects  with
Purchaser's  request  to conduct an audit of the  financial  information  of the
Stations  as  Purchaser  may  reasonably   determine  is  necessary  to  satisfy
Purchaser's senior lenders and Purchaser's public company reporting requirements
pursuant to the Securities  Act of 1933 or the  Securities  Exchange Act of 1934
including,  without  limitation,  (A) using  commercially  reasonable efforts to
obtain the  consent of the  auditors  of  Gannett  and/or the  Company to permit
Purchaser and Purchaser's auditors to have access to such auditors' work papers,
(B) consenting to such access by Purchaser and (C) using commercially reasonable
efforts to cause  Gannett  to execute  and  deliver to  Purchaser's  independent
auditors such customary  management  representation  letters as the auditors may
require as a condition to such auditors ability to deliver an unqualified report
upon the audited financial statements of the Stations;

                      (iii) to the extent  provided  by Gannett  pursuant to the
Gannett Purchase Agreement or otherwise, furnish to Purchaser within twenty (20)
days after the end of each month ending  between the date of this  Agreement and
the  Transfer  Date an  unaudited  statement of income and expense and a balance
sheet for the Stations for the month just ended; and

                      (iv) to the extent  provided  by Gannett  pursuant  to the
Gannett Purchase Agreement or otherwise, from time to time, furnish to Purchaser
such additional  information (financial or otherwise) concerning the Stations as
Purchaser may reasonably  request (which right to request  information shall not
be  exercised  in any way which  would  unreasonably  interfere  with the normal
operations, business or activities of the Stations).


                                       31

<PAGE>


                  (d) The Company  will  deliver to  Purchaser,  within ten (10)
Business Days after delivery or receipt, copies of any reports,  applications or
communications to or from the FCC or its staff related to the Stations which are
delivered or received between the date of the Gannett Purchase Agreement and the
Transfer Date.

               5.2  POST-CLOSING  COVENANTS AND  AGREEMENT,  AND OTHER  EMPLOYEE
                    BENEFIT MATTERS.

                  (a) Purchaser shall at all reasonable  times after  reasonable
notice to Purchaser  from and after the Transfer Date,  make  available  without
cost,  for  inspection  and/or  copying by the Company and any Person that was a
stockholder  of  Gannett  during  any of the tax  years  (or  portions  thereof)
immediately preceding the closing under the Gannett Purchase Agreement for which
the  relevant  statute of  limitations  (including  any waiver  thereof) has not
expired,  or their  respective  representatives,  the books and  records  of the
Business  transferred to Purchaser from the Company at the Non-License  Transfer
or the Closing, as the case may be. Such books and records shall be preserved by
Purchaser  until the later of the closing by tax audit of, or the  expiration of
the relevant statute of limitations  (including any waiver thereof) with respect
to, all open tax periods of Gannett and such stockholders prior to and including
the time  immediately  prior to the  Transfer  Date.  After the period set forth
above,  Purchaser  may destroy the books and records in its  possession  unless,
before  expiration of such notice  period the Company  objects in writing to the
destruction of any or all of such books and records,  in which case,  such books
and records shall be delivered to the Company.  Notwithstanding  the  foregoing,
Purchaser  shall  continue to preserve  and, at all  reasonable  times after the
Transfer Date, to make available  without cost, for inspection and/or copying by
any Person  that was a trustee or other  fiduciary  under the  Employee  Benefit
Plans  identified  in  Section  5.2 of the  Disclosure  Schedule,  the books and
records of such Employee  Benefit Plan transferred to Purchaser from the Company
at the  Non-License  Transfer or the Closing,  as the case may be, and the books
and records of the Business relating thereto.

                  (b) At least  five (5)  Business  Days  prior to the  Transfer
Date,  the Company  shall  provide to Purchaser a true and complete  list of the
names,  titles  and  annual  compensation  of each of the  employees  (including
inactive  employees) of the Stations.  Effective as of the Transfer Date, except
for such employees of the Stations which are retained by the Company pursuant to
the terms of the Time  Brokerage  Agreement  who shall be offered  employment by
Purchaser as of the Closing Date, and the employees identified in Section 5.2(b)
of the Disclosure  Schedule (the "EXCLUDED  EMPLOYEES"),  Purchaser  shall offer
employment to all then  employees of the Stations,  on such terms and conditions
as  Purchaser  shall


                                       32


<PAGE>


establish  (except  that base cash  compensation  shall be  comparable  to their
existing  base  cash  compensation),  subject  to the  terms  of any  collective
bargaining   agreement  assumed  by  Purchaser  under  Section  5.2(e)  and  any
employment  agreements  with  specific  Business  Employees,  and  shall  assume
responsibility for all inactive employees of the Stations,  subject to the terms
of  this  Section  5.2 and  the  collective  bargaining  agreements  assumed  by
Purchaser  under Section  5.2(e);  provided,  however,  that any employee of the
Stations  who is not  actively  employed on the  Transfer  Date shall be offered
employment  by Purchaser  following the end of any inactive  period  (whether on
account of leave, layoff,  injury or disability) but only to the extent that the
Company would have been obligated to offer active employment to such person upon
the  end  of  such  inactive  period  under  the  Gannett  Purchase   Agreement.
Notwithstanding the foregoing,  Purchaser shall not have any obligation to offer
employment  to  any  employees  of  the  Corporate  Office   ("CORPORATE  OFFICE
EMPLOYEES"),  as described in Section 5.2(b) of the Disclosure Schedule. Nothing
in this  Section  5.2(b)  is  intended  to limit the  ability  of  Purchaser  to
terminate the employment of any employee after the Transfer Date.

                  (c) Subject to applicable  law and the terms of any collective
bargaining agreement assumed pursuant to this Agreement, if any, Purchaser shall
establish  and maintain for a period of one (1) year after the Transfer  Date or
the term of their  employment by Purchaser,  whichever is less, for employees of
the Stations as of the Transfer Date,  benefits  that, in the aggregate,  are no
less  favorable  than the benefits  maintained  by the  Purchaser  for similarly
situated  employees of Purchaser,  provided that the foregoing will not prohibit
or in any manner restrict  Purchaser from terminating or changing the individual
terms of  employment of any Business  Employee or require  Purchaser to maintain
any specific benefits or Employee Benefit Plans.  Purchaser shall give employees
of the  Stations  as of the  Transfer  Date and  former  and  inactive  Business
Employees  credit for their service with the Company and Gannett or any of their
Subsidiaries  prior to the Transfer  Date,  to the same extent that such service
would have been  credited by Purchaser  (if they had been  employed by Purchaser
for such period of service),  for all purposes under all employee  benefit plans
or  arrangements  maintained  by  Purchaser  for  current,  former and  inactive
Business  Employees  (including  any waiting  periods).  In addition,  Purchaser
shall,  if applicable,  (i) cause any  pre-existing  condition  limitation to be
waived  and  (ii)  give  effect,  in  determining  any  deductible  and  maximum
out-of-pocket  limitations,  to claims incurred and amounts paid by, and amounts
reimbursed to current,  former and inactive  Business  Employees with respect to
similar plans maintained by the Company or Gannett prior to the Transfer Date.

                  (d) Purchaser  will assume and indemnify and hold harmless the
Company  Indemnified  Parties against all Liabilities  with respect to severance



                                       33



<PAGE>

benefits  arising in connection  with or following the Transfer Date pursuant to
the  agreements  set forth in  Sections  3.14.1  and  3.14.2  of the  Disclosure
Schedule  (subject  to the right of  recovery  set  forth in  Section  5.9),  or
pursuant  to any  collective  bargaining  agreement  or  other  agreements  with
Business  Employees assumed either pursuant to this Agreement or by operation of
law.  With respect to all current and inactive  Business  Employees  immediately
prior to the  Transfer  Date not  covered by the  agreements  referenced  in the
immediately  preceding sentence,  (i) for a period ending not less than one year
after the Transfer Date, Purchaser will provide such Business Employees with the
same severance  benefits as Purchaser  provides for similarly situated employees
of Purchaser  (which benefits,  as of the date hereof,  are described in Section
5.2(d) of the Disclosure  Schedule) and (ii) Purchaser will assume and indemnify
and hold harmless the Company  Indemnified  Parties against all Liabilities with
respect  to  severance  benefits  of  Purchaser  arising in  connection  with or
following the Transfer Date.

                  (e) From and after the Transfer Date,  Purchaser  shall assume
all of the collective  bargaining agreements and labor union contracts described
in Section 5.2(e) of the Disclosure  Schedule  (including,  without  limitation,
pursuant to the specified provisions of the collective bargaining agreements set
forth in Section 5.2(e) of the Disclosure Schedule) with respect to any Business
Employees existing immediately prior to the Transfer Date.

                  (f) From and after the Transfer Date,  Purchaser  shall assume
responsibilities  of all Employee  Benefits Plans described in Section 5.2(f) of
the Disclosure Schedule that provide  post-retirement  life insurance or health,
or  short-term  or  long-term  disability  benefits and be  responsible  for any
benefits under such Employee  Benefit Plans (i) to which any current,  former or
inactive Business Employee, or a beneficiary or dependent of any current, former
or inactive Business Employee  ("BENEFICIARY"),  has already become entitled, or
(ii) to which any  current,  former or inactive  Business  Employee  has already
become  qualified by reason of age and years of service as of the Transfer Date,
to the extent such persons are  identified in Section  5.2(f) of the  Disclosure
Schedule  (which  section  shall be updated,  if necessary,  at the  Non-License
Transfer or the  Closing,  as  applicable).  From and after the  Transfer  Date,
Purchaser shall also pay to the Business  Employees  listed in Section 5.2(f) of
the Disclosure Schedule the supplemental  retirement benefits provided under the
applicable Gannett supplemental retirement plan.

                  (g) From and after the Transfer Date,  Purchaser  shall assume
and be responsible for any workers'  compensation benefits payable to a Business
Employee,  Beneficiary  or  dependent  of a  Business  Employee  on or after the
Transfer Date,  including any such benefits that are  attributable to any injury
or



                                       34




<PAGE>

illness that  occurred or existed  prior to the Transfer  Date to the extent not
covered by the Company's workers' compensation insurance policy.

                  (h) For a period of ninety (90) days after the Transfer  Date,
Purchaser  shall not implement  any  employment  terminations,  layoffs or hours
reductions  or take any other action which could result in a "plant  closing" or
"mass  layoff",  as  those  terms  are  defined  in the  Worker  Adjustment  and
Retraining  Notification Act of 1988 ("WARN") or similar events under applicable
state law,  affecting in whole or in part any  facility,  site of  employment or
operating unit, or any employee employed by the Stations, or which could require
either Purchaser or the Company to give notice or take any other action required
by WARN or applicable state law.

                  (i) From and after the Transfer Date,  Purchaser  shall assume
the Company's and Gannett's  obligations and  liabilities  with respect to COBRA
continuation  coverage  under Section 4980B of the Code and Section 601 of ERISA
("CONTINUATION  COVERAGE") with respect to Business  Employees and shall provide
Continuation  Coverage to the Business  Employees under  Purchaser's  health and
medical  plans (A) with respect to any Business  Employees  who remain  employed
with either the Company or Gannett  through the Transfer  Date,  for a period of
eighteen  (18) months after the  Transfer  Date or, if earlier,  until  becoming
eligible for comparable  coverage from another  employer and (B) with respect to
any Business  Employees  whose  employment  shall have  terminated  prior to the
Transfer  Date,  for remainder of the period with respect to which  Continuation
Coverage would otherwise have been available to them had the Company or Gannett,
as the case may be,  continued to maintain a group health plan;  provided,  that
consistent  with the  Continuation  Coverage,  Purchaser shall have the right to
charge  each  Business  Employee  for such  Business  Employee's  portion of any
Continuation Coverage.

               5.3 COOPERATION.

                  Following the execution of this  Agreement,  Purchaser and the
Company agree as follows:

                  (a) The  parties  and their  Affiliates  shall  each use their
reasonable  efforts,  and shall  cooperate  fully with each other in  preparing,
filing,  prosecuting,  and taking any other actions with respect to, any filings
(other than filings  with the FCC,  which are provided for in clause (b) below),
applications,  requests,  or actions which are or may be necessary to obtain the
consents,  approvals,   authorizations  or  other  orders  of  any  Governmental
Authority which are or may be necessary in order to accomplish the  transactions
contemplated  by this  Agreement;  and,  without  limiting the generality of the
foregoing,   the  parties  and  their  Affiliates  shall  use


                                       36


<PAGE>

their  respective  reasonable  efforts  to  prepare  and  file  as  promptly  as
practicable,  but in any event no later  than five (5)  Business  Days after the
date hereof  (unless the Company  designates in writing that the filing shall be
delayed to a date no later than the first (1st) Business Day after the Diligence
Termination Deadline), all of the information called for in the Notification and
Report Form required under the HSR Act and to prepare and file any  supplemental
information,  also in a timely  fashion,  which may be  required  by the  United
States  Department of Justice or the Federal Trade  Commission  pursuant to such
Notification  and Report Form  Filings,  and  otherwise to use their  respective
reasonable efforts to obtain the requisite clearances.

                  (b) The parties and their  Affiliates  shall  cooperate  fully
with each other in preparing,  filing, prosecuting, and taking any other actions
with respect to filings with the FCC related to the transactions contemplated by
this Agreement, including, without limitation, preparation of an application for
the  assignment  of all of the FCC  Licenses  to  Purchaser  and any  filings by
Purchaser  requesting  temporary waivers for no more than nine (9) months of the
FCC's  applicable  ownership rules necessary to permit the parties to consummate
the transactions contemplated by this Agreement. As promptly as practicable, but
in any  event  not  later  than ten  (10)  Business  Days  after  the  Diligence
Termination  Deadline,   the  Company  and  Purchaser  shall  jointly  file  the
application  with  the  FCC  requesting  the  FCC  Consent,  including,  without
limitation,  requesting,  consenting  to, and taking and  otherwise  seeking any
action in connection  with a conditional  waiver of the FCC's Duopoly Rule.  The
Company  and  Purchaser  shall use their  respective  reasonable  best  efforts,
diligently  take all  necessary  and proper  actions and provide any  additional
information  requested  by the FCC in order to obtain  promptly the FCC Consent.
Notwithstanding the foregoing or any other provision of this Agreement,  neither
Purchaser  nor its officers,  directors or Affiliates  shall request a permanent
waiver of the FCC's applicable  ownership rules or request,  consent to, take or
otherwise seek or pursue any action that is inconsistent  with the  transactions
contemplated  by  this  Agreement  or  that  reasonably  could  be  expected  to
materially  impede or materially  delay the FCC Consent or otherwise  materially
impede or materially delay the consummation of the transactions  contemplated by
this  Agreement;  and the receipt of any  permanent  waiver of the foregoing FCC
rules shall not be a condition to the  obligation of Purchaser to consummate the
transactions  contemplated  hereby.  Neither  Purchaser nor any of its officers,
directors or Affiliates  will take any action that would result in any change in
the matters set forth in Section 4.7 hereof that would reasonably be expected to
materially  delay  or  otherwise   materially  impair  Purchaser's   ability  to
consummate  the  transactions   contemplated  hereby.  After  the  date  hereof,
Purchaser or its Affiliates may enter into  transactions  that implicate the FCC
multiple  ownership



                                       37



<PAGE>

rules  so long  as  such  transactions  would  not  reasonably  be  expected  to
materially impede or materially delay the Closing

                  (c)  (i) If  Purchaser  (or  its  Affiliates)  or the  Company
receives  an  administrative  or other  order or  notification  relating  to any
violation or claimed  violation of the rules and  regulations  of the FCC, or of
any  Governmental  Authority,  that could affect  Purchaser's  or the  Company's
ability to  consummate  the  transactions  contemplated  hereby,  or (ii) should
Purchaser (or its Affiliates)  become aware of any fact (including any change in
law or regulations (or any  interpretation  thereof by the FCC)) relating to the
qualifications of Purchaser (and its controlling  persons) that reasonably could
be expected to cause the FCC to withhold the FCC Consent, Purchaser (in the case
of  clauses  (i) and  (ii)) or the  Company  (in the case of clause  (i))  shall
promptly  notify the other party or parties thereof and shall use its reasonable
best  efforts  to take  such  steps  as may be  necessary  to  remove  any  such
impediment  to the  transactions  contemplated  by this  Agreement;  and no such
notification  shall affect the  representations  or warranties of the parties or
the conditions to their respective obligations hereunder.

                  (d) The parties shall each use their  reasonable  best efforts
to obtain as promptly as reasonably  practical all consents that may be required
in connection with the assignment to the Purchaser at the  Non-License  Transfer
and the Closing,  as applicable,  of all the Company's right, title and interest
in and to all Material Contracts as such are acquired by the Company pursuant to
the Gannett Purchase Agreement and all other agreements of the Business to which
the  Company or Gannett is a party,  provided  that (i)  neither the Company nor
Purchaser  shall  be  required  to make  any  payment  to any  party to any such
Material Contract or other agreement in order to obtain any such consent (except
the Company agrees to pay any amounts  outstanding as of the Transfer Date under
any such Material Program Contracts as provided for in Section 5.1(a)(v).

                  (e)  To  the  extent  that  there  are  third-party  insurance
policies  maintained by Gannett  covering any Claims or Damages  relating to the
assets,  business,   operations,   conduct  and  employees  (including,  without
limitation,  former  employees)  of the  Business  arising out of or relating to
occurrences  prior to the Transfer  Date,  the Company shall use all  reasonable
efforts to cause Purchaser to be named as an additional  insured with respect to
such policies.

                  (f)  Subject to the terms and  conditions  of this  Agreement,
each of the parties agrees to use its reasonable efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary,  proper
or advisable to consummate and make effective the  Non-License  Transfer and the
Closing and the other transactions contemplated hereby as soon as practicable.



                                       37


<PAGE>

               5.4 CONFIDENTIALITY.

                  (a) The terms of the Confidentiality  Agreement by and between
Purchaser  and the Company are  herewith  incorporated  by  reference  and shall
continue  in full force and effect as between  Purchaser  and the Company at all
times  prior to the  Transfer  Date,  and shall  remain  in  effect  as  between
Purchaser and the Company in accordance with its terms even if this Agreement is
terminated.

                  (b) Before and after the  Transfer  Date,  each of the parties
shall maintain the  confidentiality  of the financial and tax information of the
Persons  other than the Company in the  possession  of the  Company  under terms
similar  to those  set forth in the  Confidentiality  Agreement  by and  between
Purchaser and the Company with respect to  "Evaluation  Material" as though such
terms continued after the Transfer Date.

               5.5 PUBLIC ANNOUNCEMENTS.

                  Except as otherwise  required by law or the rules of any stock
exchange,  the form and  substance of the initial  public  announcement  of this
Agreement  and  the  transactions  contemplated  hereby,  and  the  time of such
announcement,  shall be approved in advance by the parties and the parties shall
not issue any other  report,  statement or press  release or otherwise  make any
public  announcement  with  respect  to  this  Agreement  and  the  transactions
contemplated  hereby  without  prior  consultation  in good faith with the other
party hereto;  provided,  however, no public announcement shall be made prior to
the Diligence Termination Deadline.

               5.6 NO SOLICITATION.

                  The  Company   shall  not,  and  shall  cause  its   officers,
directors,  representatives,  affiliates  and  associates  not to, (a)  initiate
contact with, solicit, encourage or respond to any inquiries or proposals by, or
(b) enter into any  discussions or negotiations  with, or disclose,  directly or
indirectly,  any  information  concerning,  the  Business,  the  Assets  or  the
Stations, or afford any access to the Company's or Gannett's  properties,  books
and  records to any Person in  connection  with any  possible  proposal  for the
acquisition (directly or indirectly,  whether by purchase, merger, consolidation
or otherwise)  of all or  substantially  all of the Business,  the Assets or the
Stations.  The Company agrees to terminate  immediately any such  discussions or
negotiations.



                                       38


<PAGE>

               5.7 EMPLOYEES.

                  From and after the date hereof to the first anniversary of the
Transfer Date,  neither the Company,  nor any of its Affiliates shall solicit or
offer  employment to or hire or employ or otherwise  compensate  any employee or
former  employee  (who is an employee of a Station as of the date hereof) of the
Stations  (including any individual who may become  employed  during the one (1)
year  period  following  the  Transfer  Date) at any other  location;  provided,
however, that the foregoing shall not apply to the Excluded Employees, or to any
employee of a Station who is  terminated  by Purchaser  without  cause after the
Transfer Date.

               5.8 NO ADDITIONAL REPRESENTATIONS.

                  Purchaser  acknowledges that it and its  representatives  have
been permitted access to books and records, facilities,  equipment, tax returns,
contracts and agreements,  insurance policies (or summaries thereof),  and other
properties  and assets of the Stations  and that they and their  representatives
have had an  opportunity  to meet with the officers and employees of the Company
to discuss the  Stations  and the  Business,  properties  and assets.  PURCHASER
ACKNOWLEDGES  THAT  NEITHER  THE  COMPANY  NOR ANY  OTHER  PERSON  HAS  MADE ANY
REPRESENTATION  OR  WARRANTY,  EXPRESSED  OR  IMPLIED,  AS TO  THE  ACCURACY  OR
COMPLETENESS OF ANY INFORMATION  REGARDING THE STATION OR THE BUSINESS FURNISHED
OR MADE AVAILABLE TO PURCHASER AND ITS  REPRESENTATIVES  EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT.

               5.9 CERTAIN PAYMENTS.

                  (a) Pursuant to the terms of the Gannett  Purchase  Agreement,
the Company has certain  rights and  obligations  with respect to the  Severance
Agreements  listed in Sections  3.14.1 and 3.14.2 of the Disclosure  Schedule of
the Gannett Purchase Agreement,  which Severance Agreements include those listed
in  Sections  3.14.1  and 3.14.2 of the  Disclosure  Schedule  hereto  (the "STC
SCHEDULED SEVERANCE AGREEMENTS").  Promptly, but in no event later than five (5)
Business  Days  prior to any  payment  due  under  the STC  Scheduled  Severance
Agreements  to any employee of the  Stations  terminated  by Purchaser  prior to
ninety (90) days after the closing  date under the Gannett  Purchase  Agreement,
Purchaser  shall  notify the Company of the amount to be paid to such  employee,
and the Company shall make the payment to such  terminated  employee as provided
by the STC Scheduled Severance Agreements (a "STC SEVERANCE PAYMENT");  provided
that the  maximum  amount  that the  Company  shall be  required  to pay for all
Business  Employees as defined  hereunder  pursuant to this  Section 5.9,  after
reimbursement  from  the  Purchaser  in the  succeeding  sentence,  shall be the
greater  of  (i)  Two



                                       39

<PAGE>

Hundred Twenty Two Thousand  Ninety-Seven Dollars  ($222,097.00),  or (ii) Eight
Hundred Fifty Thousand  Dollars  ($850,000.00)  minus all amounts  reimbursed by
Gannett to the  Company  pursuant  to  Section  5.8(a) of the  Gannett  Purchase
Agreement  for all the  Gannett  Television  Stations  other than the  Stations.
Within five (5) Business Days after the Company makes an STC Severance  Payment,
Purchaser  shall  reimburse the Company for fifty percent (50%) of the amount of
such payment.  In addition to any  reimbursement by Purchaser under this Section
5.9, to the extent provided by Section 5.8(a) of the Gannett Purchase Agreement,
the  Company  will be  entitled  to  reimbursement  as  provided  by the Gannett
Purchase  Agreement,  and  nothing in this  Agreement  or the  Gannett  Purchase
Agreement  shall  be  construed  to give  Purchaser  any  right of  recovery  to
Purchaser pursuant to Section 5.8(a) of the Gannett Purchase Agreement.

         (b)  Pursuant  to Section  5.8(b) of the  Gannett  Purchase  Agreement,
Gannett will cease operations and vacate the Gannett Corporate Offices,  and the
Company has agreed that it will pay,  indemnify,  and hold harmless Gannett from
and against fifty percent  (50%) of all Claims and Damages  (including,  without
limitation,  all rent or other  payments made under the  Corporate  Office Lease
arising  out of or relating to the  Corporate  Office  Lease) to the extent such
Claims  and  Damages  arise  out of or  relate  to (x)  the  termination  of the
Corporate  Office Lease or (y) the  post-closing  period after the date in which
the Corporate Office Employees cease using the Corporate  Office.  Such payments
by the Company  thereunder are required under the Gannett Purchase  Agreement to
be made by the Company as the related  Claims and Damages are  incurred.  To the
extent the  Company  is  required  to make any such  payments,  Purchaser  shall
reimburse  and pay over to the Company  26.13% of all such  payments made by the
Company (up to the maximum amount of $52,258). Purchaser acknowledges and agrees
that Gannett may terminate  the Corporate  Office Lease on such terms as Gannett
shall  determine  and  otherwise  take such  action  as  Gannett  determines  in
connection with Gannett vacating the Corporate Office.

               5.10 BULK SALES LAWS.

                  The parties agree to waive  compliance  with the provisions of
the bulk sales law of any  jurisdiction.  The Company  will  indemnify  and hold
harmless  Purchaser  from  and  against  any and all  Liabilities  which  may be
asserted by third parties against Purchaser as a result of such noncompliance.

               5.11 CONTROL OF THE STATIONS.

                  Prior to the Closing Date, control of the Stations (including,
without  limitation,  control over their  finances,  personnel and  programming)
shall  remain with the  Company or Gannett,  as the case may be. The Company and
Purchaser



                                       40

<PAGE>

acknowledge and agree that neither Purchaser nor any of its employees, agents or
representatives,  directly  or  indirectly,  shall,  or shall have any right to,
control,  direct or otherwise  supervise the Stations,  it being understood that
supervision of all programs,  equipment,  operations and other activities of the
Stations  shall be the sole  responsibility  of,  and at all times  prior to the
Closing Date remain under the complete control and direction of, the Company or,
if prior to the closing under the Gannett Purchase Agreement, Gannett.

               5.12 USE OF CERTAIN NAMES.

                  After the  Transfer  Date,  neither  Purchaser  nor any of its
Affiliates shall use "Sinclair",  "Sinclair Broadcast",  "Sinclair  Television",
"Sinclair  Communications",  "Guy  Gannett",  "Gannett",  or any  name  or  term
confusingly  similar  to the  "Sinclair"  names  in  any  corporate  name  or in
connection with the operation of any business.

               5.13 NEWS SHARING ARRANGEMENTS.

                  (a)  The  Company  and   Purchaser   shall  use   commercially
reasonable  and good faith efforts to enter into a news sharing  agreement  with
Purchaser for sharing of news operations  between  television  station  WEYI-TV,
Flint,  Michigan,  and  WSMH-TV,  Flint,  Michigan in a form of  agreement to be
mutually  agreed  upon by  Purchaser  and the  Company  prior  to the  Diligence
Termination  Deadline  and  consistent  with  Section  5.13  of  the  Disclosure
Schedule.  If prior to the  Diligence  Termination  Deadline the parties  cannot
agree on a form of a mutually  acceptable news share agreement for WSMH-TV,  (i)
the Company shall be entitled, in the Company's sole and absolute discretion, to
terminate  this  Agreement  pursuant  to  Section  10.1(a)(iii),  and  (ii)  the
Purchaser shall be entitled, in the Purchaser's sole and absolute discretion, to
terminate, upon written notice to the Company, the Purchaser's obligations under
this Section 5.13 (a) or  otherwise  to provide  news sharing  arrangements  for
WSMH-TV as provided herein.

                  (b)  The  Company  and   Purchaser   shall  use   commercially
reasonable  and good faith  efforts to enter  into a  mutually  acceptable  news
sharing agreement for sharing of news operations between WUHF-TV, Rochester, New
York,  and WROC-TV,  Rochester,  New York, in a form of agreement to be mutually
agreed upon by  Purchaser  and the Company  prior to the  Diligence  Termination
Deadline and consistent with Section 5.13 of the Disclosure  Schedule.  If prior
to the Diligence  Termination  Deadline the parties  cannot agree on a form of a
mutually  acceptable news share agreement for WUHF-TV,  (i) the Company shall be
entitled,  in the  Company's  sole and absolute  discretion,  to terminate  this
Agreement  pursuant to Section  10.1(a)(iii),  and (ii) the  Purchaser  shall be
entitled,  in the Purchaser's sole and absolute discretion,  to terminate,  upon
written notice to the




                                       41

<PAGE>

Company, the Purchaser's obligations under this Section 5.13 (b) or otherwise to
provide news sharing arrangements for WUHF-TV as provided herein.

               5.14 RIGHTS UNDER THE GANNETT PURCHASE AGREEMENT.

                  The Company  covenants  and agrees with  Purchaser  as follows
with respect to the Company's rights and obligations  under the Gannett Purchase
Agreement:

                  (a) The  Company  shall  enforce all of the  Company's  rights
under the  Gannett  Purchase  Agreement  or any  opinions  of counsel  delivered
pursuant  thereto at Purchaser's  request as such rights pertain to the Stations
and  the  Assets,  including,  without  limitation,  causing  Gannett  to act in
conformity with the Gannett Purchase  Agreement and requiring Gannett to conduct
the business of the Stations in the  ordinary  course of business in  accordance
with the terms of the Gannett Purchase Agreement (including, without limitation,
the  provisions of Section 5.1 of the Gannett  Purchase  Agreement),  and to the
extent consistent with the foregoing,  in the same manner in which the same have
heretofore  been conducted with the intent of preserving the ongoing  operations
and  business of the  Stations.  This  covenant  shall  survive the  Non-License
Transfer  and the Closing  for the period that the Company has any rights  under
the Gannett  Purchase  Agreement or any opinions of counsel  delivered  pursuant
thereto.

                  (b) The  Company  shall  use  the  Company's  reasonable  best
efforts to close the transactions contemplated by the Gannett Purchase Agreement
as they pertain to the Stations in a timely fashion consistent with the terms of
such agreement and shall notify Purchaser in writing of the date, time and place
of the closing under the Gannett Purchase Agreement at least ten (10) days prior
to the date of such closing; provided, however, that the Company shall not waive
any of its rights or  conditions  under the Gannett  Purchase  Agreement as they
pertain to any of the Stations (including, without limitation, any conditions to
the obligations of the Company to consummate the transactions  under the Gannett
Purchase  Agreement),  or  enter  into  any  amendment  or  modification  to any
provisions of the Gannett  Purchase  Agreement that affects the Company's rights
or conditions thereunder with respect to any of the Stations.  The Company shall
enforce the Company's  rights to the fullest  extent  possible under the Gannett
Purchase  Agreement as such rights  pertain to the  Stations,  unless  otherwise
directed by Purchaser.

                  (c) To the extent that the Company  receives  notifications or
information from Gannett with respect to the Stations under the Gannett Purchase
Agreement  or  otherwise  becomes  aware of any  breach  of any  representation,
warranty,  covenant or agreement in the Gannett Purchase Agreement, in each case


                                       42


<PAGE>

with respect to the Stations,  the Company shall promptly  notify  Purchaser and
provide such  information  to Purchaser,  and  thereafter  use  reasonable  best
efforts to  enforce,  perform or waive any  provision  of the  Gannett  Purchase
Agreement  pertaining  to  the  Stations  as  may  reasonably  be  requested  by
Purchaser;  provided, that the Company shall not be obligated to take any action
at Purchaser's  request  inconsistent  with its rights and obligations under the
Gannett Purchase Agreement.

                  (d) Any proceeds  received by the Company from the exercise of
the  Company's  rights  which  relate to the  Stations  against  Gannett and its
respective  Affiliates  shall be paid over to Purchaser within five (5) Business
Days of  receipt by the  Company,  less any  reasonable  costs and  expenses  of
enforcement incurred by the Company in such exercise.

                  (e) Subject to the provisions of the Time Brokerage Agreement,
the Company shall  cooperate  with  Purchaser in  connection  with the Company's
review,  analysis and monitoring of the Assets,  the Business and the operations
of the  Stations  to the end that an  efficient  transfer  of the Assets and the
Business  may be made  at the  Non-License  Transfer  and  the  Closing  and the
operations  and the business of the  Stations  may continue on an  uninterrupted
basis. The Company shall obtain Purchaser's consent prior to the exercise of the
Company's rights under the Gannett Purchase  Agreement as such rights pertain to
the Stations (other than the right to consummate the acquisition of the Stations
upon  satisfaction  of  all  conditions  thereto).   In  addition  to  providing
information  required hereunder or reasonably  requested,  the Company agrees to
promptly notify Purchaser of any material  problems or developments of which the
Company becomes aware with respect to any Assets or the Business.

ARTICLE 6. CONDITIONS TO OBLIGATIONS OF PURCHASER.

                  The  obligations of Purchaser to consummate  the  transactions
contemplated  by this  Agreement  to occur at the  Non-License  Transfer and the
Closing are, at its option,  subject to  satisfaction  of each of the  following
conditions:

               6.1 REPRESENTATIONS AND WARRANTIES.

                  The  representations  and warranties of the Company  contained
herein shall be true and correct at and as of the  Non-License  Transfer Date or
the Closing Date, as applicable, as though each such representation and warranty
were made at and as of such time, other than such representations and warranties
as are made as of a specific  date,  in each case  except for  changes  that are
expressly contemplated by this Agreement and except for such failures to be true
and correct  that would not  reasonably  be expected to have a Material  Adverse
Effect.

                                       43



<PAGE>

               6.2 PERFORMANCE BY THE COMPANY.

                  All of the  covenants  and  agreements to be complied with and
performed  by the  Company on or before  the  Non-License  Transfer  Date or the
Closing Date, as applicable,  shall have been complied with or performed, except
for such  failures  to comply  with or  perform  that  would not  reasonably  be
expected to have a Material Adverse Effect.

               6.3 CERTIFICATES.

                  The  Company   shall  have   delivered  to  Purchaser   (a)  a
certificate,  dated as of the Non-License  Transfer Date or the Closing Date, as
applicable, executed on behalf of the Company by its duly authorized officers to
the effect of Sections 6.1, 6.2 and 6.12; and (b) a certificate, dated as of the
Non-License Transfer Date or the Closing Date, as applicable, executed on behalf
of the  Company by its duly  authorized  officers  that (i) the  Company has not
waived any of the Company's  rights or any conditions under the Gannett Purchase
Agreement,  (ii) the Company has not breached the Gannett Purchase  Agreement in
any material respect and, to the Company's  knowledge,  Gannett has not breached
the  Gannett  Purchase  Agreement  in  any  material  respect,   and  (iii)  the
acquisition of the Stations by the Company from Gannett has been  consummated in
accordance with the terms and conditions of the Gannett Purchase Agreement.

               6.4 CONSENTS; NO OBJECTIONS.

                  (a) The  applicable  waiting  periods  under the HSR Act shall
have expired or been terminated;

                  (b) The parties  shall have  received all the  authorizations,
consents,  orders and approvals from Governmental  Authorities and consents from
third parties, in each case listed or described in Section 6.4 of the Disclosure
Schedule  (which Section  includes all of the real estate leases for the towers,
transmitters and television  broadcasting studios of the Stations and all of the
network affiliation agreements of the Stations); and

                  (c)  The  parties  shall  have  received  all  authorizations,
consents,  orders and  approvals  from  Governmental  Authorities  necessary  to
transfer  the  material  Permits  relating  to  the  operation  of  the  towers,
transmitters  and  television  broadcasting  studios  of the  Stations,  as such
facilities  are  operating  on the date  hereof,  except in each case  where the
failure to receive such authorizations,  consents, orders or approvals would not
reasonably be expected to  materially  adversely  affect the  operations of such
facilities,  or where such  authorizations, 




                                       44

<PAGE>

consents,  orders or approvals are  customarily  obtained after the closing of a
transaction of this nature.

               6.5 NO PROCEEDINGS OR LITIGATION.

                  No  preliminary  or  permanent  injunction  or other  order or
decree issued by any United States federal or state Governmental Authority,  nor
any  Law   promulgated  or  enacted  by  any  United  States  federal  or  state
Governmental  Authority,  that  restrains,  enjoins or otherwise  prohibits  the
transactions  contemplated  hereby or limits the ability in any material respect
of the rights of the Company or Purchaser to hold the Assets  (excluding the FCC
Licenses)  and  conduct  the  Business  as  it is  being  conducted  as  of  the
Non-License  Transfer Date or the Closing Date, as applicable,  or imposes civil
or criminal  penalties on any  stockholder,  director or officer of Purchaser if
such transactions are consummated, shall be in effect.

               6.6 FCC CONSENT.

                  The FCC Consent  shall have been  issued  with  respect to the
Stations  without any conditions  that are  materially  adverse to Purchaser and
such FCC Consent shall have become a Final Order; provided,  however, that there
shall be no  requirement  that the FCC Order  shall  have been  issued as of the
Non-License Transfer Date.

               6.7 NO MATERIAL ADVERSE CHANGE.

                  Since the date of the Gannett Purchase  Agreement  through the
Non-License  Transfer Date or the Closing Date, as  applicable,  there shall not
have occurred any Material Adverse Effect.

               6.8 OPINIONS OF COUNSEL.

                  Purchaser  shall have received an opinion of Fisher,  Wayland,
Cooper,  Leader & Zaragoza  L.L.P.,  dated the Non-License  Transfer Date or the
Closing Date, as applicable, substantially in the form of Exhibit E hereto.

               6.9 CERTAIN CERTIFIED MATTERS.

                  Purchaser shall have received a copy of (i) the resolutions of
the board of directors of the Company,  certified as being  correct and complete
and then in full force and  effect,  authorizing  the  execution,  delivery  and
performance  of this  Agreement  and the other the  documents,  instruments  and
writings  to be  delivered  by the  Company at or prior to  Closing  Date or the
Non-License   Transfer  Date,  as  applicable,   and  the  consummation  of  the
transactions  contemplated hereby and



                                       45




<PAGE>

thereby and (ii) a copy of the  Certificate of  Incorporation  and Bylaws of the
Company,  certified by a duly  authorized  officer of the Company as being true,
correct and complete as of the Closing Date.

               6.10 GOOD STANDING CERTIFICATE.

                  Purchaser   shall  have  received  a  certificate  as  to  the
formation and good  standing of the Company  issued by the Secretary of State of
Maryland, dated not more than five (5) days before the Non-License Transfer Date
or the Closing Date, as  applicable,  and for the states of Illinois and Iowa, a
certificate as to the good standing of the Person  transferring  the Stations to
Purchaser  as  of  such  date,   issued  by  the  Secretary  of  State  of  such
jurisdiction,  dated not more than five (5) days before the Non-License Transfer
Date or the Closing Date, as applicable.

               6.11 NO TRANSMISSION DEFECTS.

                  There shall not exist any loss or damage at any Station  which
has resulted in the regular  broadcast  transmission of such Station  (including
such  Station's  effective  radiated  power) to be  diminished  in any  material
respect;  provided,  that if any such loss or damage does exist,  then either or
both of the Company and Purchaser  shall be entitled,  by written  notice to the
other,  to  postpone  the  Non-License  Transfer  Date or the Closing  Date,  as
applicable,  for a period  of up to sixty  (60) days to  resume  such  Station's
broadcast transmission.

               6.12 CLOSING ON THE GANNETT PURCHASE AGREEMENT.

                  The  closing,  as defined in the Gannett  Purchase  Agreement,
with respect to all of the Gannett  Television  Stations  shall have occurred or
occur simultaneously with the Non-License Transfer, in accordance with the terms
and conditions of the Gannett Purchase  Agreement;  and the  representations and
warranties  of the  Company set forth in Section  3.20 hereof  shall be true and
correct  in all  respects  at and as of the  Non-License  Transfer  Date  or the
Closing Date, as  applicable,  as though each such  representation  and warranty
were made at and as of such time (except for representations and warranties that
speak of a specific date or time other than the Non-License Transfer Date or the
Closing Date, as applicable, which need only be true and correct in all material
respects as of such date or time).

               6.13 DELIVERIES.

                  The Company (or Gannett,  if applicable)  shall have delivered
to the Purchaser all contracts,  agreements,  instruments and documents required
to be delivered by the Company to Purchaser pursuant to Section 1.5.


                                       46


<PAGE>

ARTICLE 7. CONDITIONS TO OBLIGATIONS OF THE COMPANY.

         The   obligations  of  the  Company  to  consummate  the   transactions
contemplated  by this  Agreement  to occur at the  Non-License  Transfer  or the
Closing are, at its option,  subject to  satisfaction  of each of the  following
conditions:

               7.1 REPRESENTATIONS AND WARRANTIES.

                  The  representations  and  warranties  of Purchaser  contained
herein  shall be true and  correct  in all  material  respects  at and as of the
Non-License  Transfer Date or the Closing Date,  as  applicable,  as though each
such  representation  and warranty were made at and as of such time,  other than
such  representations  and warranties as are made as of a specific date, in each
case except for changes that are expressly contemplated by this Agreement.

               7.2 PERFORMANCE BY PURCHASER.

                  All of the  covenants  and  agreements to be complied with and
performed  by  Purchaser  on or prior to the  Non-License  Transfer  Date or the
Closing Date, as applicable,  shall have been complied with or performed, in all
material respects, except for such failures to comply with or perform that would
not,  individually or in the aggregate,  reasonably be expected to be materially
adverse to the Company.

               7.3 CERTIFICATE.

                  Purchaser  shall have  delivered to the Company a certificate,
dated as of the  Non-License  Transfer Date or the Closing Date, as  applicable,
executed  on  behalf  of   Purchaser   by  its  duly   authorized   officers  or
representatives to the effect of Sections 7.1 and 7.2.

               7.4 CONSENTS; NO OBJECTIONS.

                  (a) The  applicable  waiting  periods  under the HSR Act shall
have expired or been terminated; and

                  (b) The parties  shall have  received all the  authorizations,
consents,  orders and approvals from Governmental  Authorities and consents from
third parties, in each case listed or described on Section 7.4 to the Disclosure
Schedule.

               7.5 NO PROCEEDINGS OR LITIGATION.

                  No  preliminary  or  permanent  injunction  or other  order or
decree issued by any United States federal or state Governmental Authority,  nor
any  Law



                                       47




<PAGE>

promulgated  or  enacted  by any United  States  federal  or state  Governmental
Authority,  that  restrains,  enjoins or otherwise  prohibits  the  transactions
contemplated  hereby, or imposes civil or criminal penalties on any stockholder,
director or officer of the Company if such  transactions are consummated,  shall
be in effect.

               7.6 FCC CONSENT.

                  The FCC Consent  shall have been  issued  with  respect to the
Stations,  notwithstanding  that it may  not  have  yet  become  a Final  Order;
provided,  however,  that there shall be no requirement that the FCC Order shall
have been issued as of the Non-License Transfer Date..

               7.7 CERTAIN CERTIFIED MATTERS.

                  The Company shall have received a copy of (i) the  resolutions
of the board of directors of Purchaser,  certified as being correct and complete
and then in full force and  effect,  authorizing  the  execution,  delivery  and
performance  of this  Agreement  and the other the  documents,  instruments  and
writings  to be  delivered  by  Purchaser  at or  prior to  Closing  Date or the
Non-License   Transfer  Date,  as  applicable,   and  the  consummation  of  the
transactions  contemplated hereby and thereby and (ii) a copy of the Certificate
of Incorporation and Bylaws of Purchaser, certified by a duly authorized officer
of Purchaser as being true, correct and complete as of the Closing Date.

               7.8 GOOD STANDING CERTIFICATE.

                  The  Company  shall  have  received  a  certificate  as to the
formation  and good  standing of Purchaser  issued by the  Secretary of State of
Delaware, dated not more than five (5) days before the Non-License Transfer Date
or the Closing Date, as  applicable,  and for the states of Illinois and Iowa as
to the good  standing  of  Purchaser  issued by the  Secretary  of State of such
jurisdiction,  dated not more than five (5) days before the Non-License Transfer
Date or the Closing Date, as applicable.

               7.9. CLOSING ON GANNETT PURCHASE AGREEMENT.

                  The  closing,  as defined in the Gannett  Purchase  Agreement,
shall have occurred or occur simultaneously with the Non-License Transfer or the
Closing, as applicable, hereunder.


                                       48

<PAGE>

               7.10 DELIVERIES.

                  The  Purchaser   shall  have  delivered  to  the  Company  all
contracts, agreements, instruments and documents required to be delivered by the
Purchaser to the Company pursuant to Section 1.5.

ARTICLE 8. INDEMNIFICATION.

               8.1 INDEMNIFICATION BY THE COMPANY.

                  Subject in all respects to the  provisions  of this Article 8,
the  Company  hereby  agrees to  indemnify  and hold  harmless  on and after the
Transfer  Date,   Purchaser  and  its  stockholders  and  Affiliates  and  their
respective officers,  directors,  employees and agents, and their respective and
successors and permitted assigns (the "PURCHASER  INDEMNIFIED PARTIES") from and
against any Claims and Damages asserted against or incurred by them, directly or
indirectly,  in connection with, arising out of or relating to (a) any breach on
the part of the Company of any representation or warranty made by the Company in
this  Agreement  or any  Transaction  Document or in any  certificate  delivered
pursuant  to this  Agreement,  (b) any  breach  on the  part of  Gannett  of any
representation  or warranty  made by Gannett in the Gannett  Purchase  Agreement
with  respect to the  Stations or the Assets,  (c) any breach on the part of the
Company of any  covenant or agreement  made by the Company in this  Agreement or
any Transaction Document,  (d) any breach on the part of Gannett of any covenant
or agreement made by Gannett in the Gannett  Purchase  Agreement with respect to
the Stations or the Assets, or (e) any Retained Liabilities.

               8.2 INDEMNIFICATION BY PURCHASER.

                  Subject in all respects to the  provisions  of this Article 8,
Purchaser hereby agrees to indemnify and hold harmless on and after the Transfer
Date,  the Company and its  stockholders  and  Affiliates  and their  respective
officers,  directors,  employees and agents, and their respective successors and
permitted assigns  (collectively the "COMPANY  INDEMNIFIED  PARTIES"),  from and
against any Claims and Damages asserted against or incurred by them, directly or
indirectly,  in connection with, arising out of or relating to (a) any breach on
the part of Purchaser  of any  representation  or warranty  made by Purchaser in
this  Agreement  or any  Transaction  Document or in any  certificate  delivered
pursuant  to this  Agreement,  (b) any  breach on the part of  Purchaser  of any
covenant or agreement made by the Purchaser in this Agreement or any Transaction
Document, or (c) any Assumed Liabilities. The parties acknowledge and agree that
none  of  Gannett,  any of  its  stockholders  or  Affiliates,  or any of  their
respective officers,  directors,  employees,



                                       49



<PAGE>

agents,  successors  or  assigns  shall  be  "Company  Indemnified  Parties"  or
"Beneficiaries"  for any  purposes of this  Agreement  or any other  Transaction
Document.

               8.3   LIMITATIONS  ON   INDEMNIFICATION   CLAIMS  AND  LIABILITY;
                     TERMINATION OF INDEMNIFICATION.

                  (a) The  obligations  to indemnify  and hold harmless a Person
pursuant to Sections  8.1(a),  (b), (c) and (d) and  Sections  8.2(a) and 8.2(b)
shall  terminate  when the  applicable  representation,  warranty,  covenant  or
agreement  terminates  pursuant to Section 10.12;  provided,  however,  that the
obligation  to  indemnify  and hold  harmless  under  such  Sections  shall  not
terminate  with  respect to any claim as to which the  Person to be  indemnified
shall have, before the termination of the applicable  representation,  warranty,
covenant or agreement, previously made a claim for indemnification by delivering
a  notice  to the  indemnifying  party  in  accordance  with  Section  8.5.  The
obligations  to indemnify and hold harmless a Person  pursuant to Section 8.1(e)
and Section 8.2(c) shall not terminate.

                  (b) The Company  shall not be  obligated  to indemnify or hold
harmless any Purchaser Indemnified Party under Section 8.1(a), (b), (c) and (d),
unless and until all Claims and  Damages  exceed in the  aggregate  Two  Hundred
Thousand  Dollars  ($200,000) (the "BASKET  AMOUNT"),  in which case the Company
will  (subject to the other  provisions  of this Article 8) only be obligated to
indemnify and hold harmless the  Purchaser  Indemnified  Parties for all of such
Claims or Damages  under  Section  8.1(a),  (b), (c) or (d) in the  aggregate in
excess of One Hundred Thousand Dollars ($100,000);  provided that the provisions
of this  Section  8.3(b)  will  not  apply  to any  breach  of any  Post-Closing
Agreements;  provided  further that the Basket Amount shall not be applicable to
any  amounts  owed in  connection  with  the  determination  of the  Actual  Net
Financial  Assets  pursuant to Section  2.4,  to the  payment and  reimbursement
obligations  set forth in Section 5.9 or to the indemnities set forth in Section
8.1(e).

                  (c)  The  maximum  aggregate  liability  of the  Company  with
respect to all claims for indemnification  under Section 8.1(a), (b), (c) or (d)
will be limited to the amount of Three Million Dollars ($3,000,000).

                  (d) Notwithstanding anything to the contrary in this Agreement
and except for fraud, the  indemnifications  in Sections 8.1 and 8.2 hereof will
be the sole and  exclusive  remedies  available to Purchaser and the Company and
their  respective  stockholders  and  Affiliates  and  all of  their  respective
officers,  directors,  employees,  agents,  successors  and  assigns,  after the
Transfer  Date for any claims  arising out of or relating to any breaches of any
representations  or warranties or



                                       50



<PAGE>

any  covenants or agreements  contained in this  Agreement,  or any  certificate
delivered  pursuant to this  Agreement  or  otherwise  in  connection  with this
Agreement.  Any claim for  indemnification  must be made as provided in Sections
8.5 and 8.6 hereof.

               8.4 COMPUTATION OF CLAIMS AND DAMAGES.

                  Whenever  the  Indemnitor  is required to  indemnify  and hold
harmless the Indemnitee from and against and hold the Indemnitee  harmless from,
or to reimburse the Indemnitee for, any item of Claim or Damage,  the Indemnitor
will, subject to the provisions of this Article 8, pay the Indemnitee the amount
of the Claim or Damage (a)  reduced by any  amounts to which the  Indemnitee  is
entitled  from  third   parties  in   connection   with  such  Claim  or  Damage
("REIMBURSEMENTS"),  (b)  reduced by the Net  Proceeds of any  insurance  policy
payable to the  Indemnitee  with respect to such Claim or Damage and (c) reduced
appropriately  to take into  account  any Tax  Benefit  to the  Indemnitee  with
respect to such Claim or Damage  through and including the tax year in which the
indemnification  payment is made, net of all income Taxes resulting or that will
result from the indemnification  payment.  For purposes of this Section 8.4, (i)
"NET PROCEEDS" shall mean the insurance proceeds payable,  less any deductibles,
co-payments,   premium   increases,   retroactive   premiums  or  other  payment
obligations  (including  attorneys'  fees and other  costs of  collection)  that
relates to or arises from the making of the claim for  indemnification  and (ii)
"TAX  BENEFIT"  shall mean any benefit to be  recognized  by the  Indemnitee  in
connection  with the Claim or Damage  based upon the highest  blended  (federal,
state,  local and foreign) marginal income Tax rate applicable to the Indemnitee
during  the  taxable  year for which a return was most  recently  filed with the
Internal  Revenue Service (based on the date of the claim for  indemnification).
The Indemnitor shall use commercially  reasonable efforts (the expenses of which
shall be  considered  Claims and Damages for purposes of the relevant  indemnity
claim) to pursue  Reimbursements  or Net  Proceeds  that may reduce or eliminate
Claims and Damages. If any Indemnitee receives any Reimbursement, Tax Benefit or
Net Proceeds after an  indemnification  payment is made which relates thereto or
if any Indemnitee  receives a Tax Benefit arising after the tax year in which an
indemnification  payment is made which relates  thereto,  the  Indemnitee  shall
promptly repay to the Indemnitor such amount of the  indemnification  payment as
would not have been paid had the  Reimbursement,  Tax  Benefit  or Net  Proceeds
reduced the original  payment (any such repayment  shall be a credit against any
applicable  indemnification  threshold or limitation set forth in Section 8.3(b)
hereof) at such time or times as and to the extent that such Reimbursement,  Tax
Benefit or Net Proceeds is actually received.



                                       51

<PAGE>

               8.5 NOTICE OF CLAIMS.

                  Upon  obtaining  knowledge  of any Claim or  Damage  which has
given  rise to, or could  reasonably  give rise to, a claim for  indemnification
hereunder,  the Person seeking  indemnification  (the  "INDEMNITEE")  shall,  as
promptly as reasonably practicable (but in no event later than thirty (30) days)
following  the date the  Indemnitee  has obtained such  knowledge,  give written
notice  (a  "NOTICE   OF  CLAIM")  of  such  claim  to  the  other   party  (the
"INDEMNITOR").  The Indemnitee shall furnish to the Indemnitor in good faith and
in reasonable detail such information as the Indemnitee may have with respect to
such indemnification claim (including copies of any summons,  complaint or other
pleading  which  may have  been  served  on it and any  written  claim,  demand,
invoice, billing or other document evidencing or asserting the same). No failure
or delay by the Indemnitee in the  performance of the foregoing  shall reduce or
otherwise  affect the  obligation  of the  Indemnitor  to indemnify and hold the
Indemnitee harmless,  except to the extent that such failure or delay shall have
adversely affected the Indemnitor's ability to defend against, settle or satisfy
any  liability,  damage,  loss,  claim or demand  for which such  Indemnitee  is
entitled to  indemnification  hereunder.  For  purposes of this  Section  8.5, a
Notice of Claim  given in good faith must  include a good faith  estimate of the
amount of the claim to the extent it is reasonably practicable to determine such
estimate.

               8.6 DEFENSE OF THIRD PARTY CLAIMS.

                  If any  claim set  forth in the  Notice  of Claim  given by an
Indemnitee  pursuant to Section 8.5 hereof is a claim asserted by a third party,
the  Indemnitor  shall have  thirty  (30) days after the date that the Notice of
Claim is given by the  Indemnitee  to notify  the  Indemnitee  in writing of the
Indemnitor's  election  to  defend  such  third  party  claim on  behalf  of the
Indemnitee.  If the  Indemnitor  elects to defend  such third party  claim,  the
Indemnitee   shall  make   available  to  the  Indemnitor  and  its  agents  and
representatives all witnesses,  pertinent records,  materials and information in
the Indemnitee's  possession or under the Indemnitee's  control as is reasonably
required by the  Indemnitor  and shall  otherwise  cooperate with and assist the
Indemnitor  in the  defense  of  such  third  party  claim,  and so  long as the
Indemnitor  is defending  such third party claim in good faith,  the  Indemnitee
shall not pay,  settle or compromise  such third party claim.  If the Indemnitor
elects to defend such third party claim,  the Indemnitee shall have the right to
participate in the defense of such third party claim,  at the  Indemnitee's  own
expense. In the event,  however,  that the Indemnitee reasonably determines that
representation  by  counsel to the  Indemnitor  of both the  Indemnitor  and the
Indemnitee  may present  such  counsel  with a conflict of  interest,  then such
Indemnitee  may employ  separate  counsel to  represent or defend it in any such
action or proceeding and the



                                       52



<PAGE>

Indemnitor will, subject to the provisions of this Article 8, pay the reasonable
fees and  disbursements  of such counsel.  If the  Indemnitor  does not elect to
defend  such third party claim or does not defend such third party claim in good
faith,  the Indemnitee  shall have the right,  in addition to any other right or
remedy it may have hereunder,  at the Indemnitor's expense, to defend such third
party  claim;  provided,  however,  that  such  Indemnitee's  defense  of or its
participation  in the defense of any such third party claim shall not in any way
diminish or lessen the indemnification  obligations of the Indemnitor under this
Article 8. If the Indemnitor shall assume the defense of a third party claim, it
shall not settle such claim without the prior written  consent of the Indemnitee
(a) unless such settlement  includes as an unconditional term thereof the giving
by the claimant of a release of the  Indemnitee  from all Liability with respect
to such claim or (b) if such  settlement  involves the  imposition  of equitable
remedies or the  imposition of any  obligations  on such  Indemnitee  other than
financial  obligations for which such Indemnitee will be indemnified  hereunder.
If the Indemnitee is defending a third party claim it will not settle such claim
without prior written consent of the Indemnitor,  which will not be unreasonably
withheld or delayed.

               8.7 THIRD PARTY BENEFICIARIES.

                  Each of the  Purchaser  Indemnified  Parties  and the  Company
Indemnified  Parties shall be third party  beneficiaries and entitled to enforce
the provisions of this Article 8; provided,  however,  that none of the Business
Employees shall be third party  beneficiaries of any provision of this Agreement
or any other Transaction Document, including, without limitation, the provisions
of Section 5.2 of this Agreement.

ARTICLE 9. DEFINITIONS.

         Unless  otherwise stated in this Agreement,  the following  capitalized
terms have the following meanings:

         Accounting Firm has the meaning set forth in Section 2.4(a). Accounting
Firm Determination has the meaning set forth in Section 2.4(a).

         Action means any action,  suit,  claim,  arbitration,  or proceeding or
investigation  (of which the  Company  has  knowledge)  commenced  by or pending
before any Governmental Authority.

         Actual Net Financial Assets has the meaning set forth in Section 2.4(a)
hereof.



                                       53


<PAGE>

         Affiliate means, with respect to any specified Person, any other Person
that directly,  or indirectly through one or more intermediaries,  controls,  is
controlled by, or is under common control with such specified Person.

         Agreement or this Agreement  means this Purchase  Agreement dated as of
the date first above written  (including the Exhibits  hereto and the Disclosure
Schedule) and all  amendments  hereto made in accordance  with the provisions of
Section 10.8 hereof.

         Allocation has the meaning set forth in Section 2.7 hereof.

         Assets has the meaning set forth in Section 1.1 hereof.

         Assignment  of FCC  Licenses  has the  meaning  set  forth  in  Section
1.5(a)(ii) hereof.

         Assumed Liabilities means the Liabilities assumed by Purchaser pursuant
to Sections 1.3(a) and (b) hereof.

         Base Purchase Price has the meaning set forth in Section 2.2(a).

         Basket Amount has the meaning set forth in Section 8.3(b).

         Beneficiary has the meaning set forth in Section 5.2(f) hereof.

         Bill of Sale,  Assignment and Assumption  Agreement has the meaning set
forth in Section 1.5(a)(i) hereof.

         Business means all of the Company's business, operations and activities
of the Stations  acquired by the Company  from  Gannett  pursuant to the Gannett
Purchase Agreement or otherwise used by the Company in the business,  operations
and activities of the Stations.

         Business  Day means any day that is not a  Saturday,  a Sunday or other
day on which banks are required or authorized by law to be closed in the City of
New York.

         Business Employees means all current,  former and inactive employees of
the Stations. For the avoidance of doubt, Corporate Office Employees will not be
considered Business Employees.

         Call Letters has the meaning set forth in Section 3.16 hereof.


                                       54

<PAGE>


         CERCLA means the Comprehensive  Environmental  Response,  Compensation,
and Liability Act of 1980, as amended.

         Claims and Damages means, after taking into account amounts received by
Purchaser  under Section 5.14(d) hereof,  any and all losses,  claims,  demands,
liabilities,  obligations,  actions,  suits,  orders,  statutory  or  regulatory
compliance  requirements,  or  proceedings  asserted  by any Person  (including,
without limitation, Governmental Authorities), and all damages, costs, expenses,
assessments,   judgments,  recoveries  and  deficiencies,   including  interest,
penalties,  investigatory expenses, consultants' fees, and reasonable attorneys'
fees and costs (including,  without limitation,  costs incurred in enforcing the
applicable indemnity),  of every kind and description,  contingent or otherwise,
incurred by or awarded against a party, provided that "Claims and Damages" shall
not include  any  indirect,  consequential,  incidental,  exemplary  or punitive
damages or other special  damages or lost profits  (except to the extent payable
to a third party as a result of a third party claim).

         Closing has the meaning set forth in Section 1.4(b) hereof.

         Closing Date has the meaning set forth in Section 1.4(b) hereof.

         Closing Statement has the meaning set forth in Section 2.4(a) hereof.

         Code means the Internal Revenue Code of 1986, as amended.

         Communications Act means the Communications Act of 1934, as amended.

         Company has the meaning specified in the introductory paragraph to this
Agreement.

         Company Indemnified Parties shall have the meaning set forth in Section
8.2.

         Company Permitted Assignee has the meaning set forth in Section 10.5(a)
hereof.

         Continuation  Coverage  has the  meaning  set forth in  Section  5.2(i)
hereof.

         Control  (including the terms "controlled by" and "under common control
with"),  with respect to the relationship  between or among two or more Persons,
means the possession, directly or indirectly, of the power to direct or to cause
the  direction of the affairs or  management  of a Person,  whether  through the
ownership of voting  securities,  by contract or otherwise,  including,  without
limitation,  the



                                       55

<PAGE>

ownership,  directly or  indirectly,  of securities  having the power to elect a
majority of the board of directors or similar body governing the affairs of such
Person.

         Corporate  Office means the corporate  office of Gannett located at One
City Center, Portland,  Maine, that provides certain support to the Business and
the Maine Media Business.

         Corporate Office Employees has the meaning set forth in Section 5.2(b).

         Corporate  Office  Lease means the Lease dated as of February 16, 1989,
between Gannett and One City Center  Associates,  and all addenda and amendments
thereto and memoranda relating thereto.

         Deposit  Escrow  Agent  means  United  Bank,   1667  K  Street,   N.W.,
Washington, D.C. 20006.

         Deposit Escrow Agreement has the meaning set forth in Section 2.1

         Diligence  Termination  Deadline  has the  meaning set forth in Section
1.6.

         Disclosure Schedule means the Disclosure Schedule, dated as of the date
hereof, delivered to Purchaser by the Company in connection with this Agreement.

         Employee  Benefit Plans means all "employee  benefit  plans" within the
meaning of Section  3(3) of ERISA,  all bonus,  stock  option,  stock  purchase,
incentive, deferred compensation,  supplemental retirement,  severance and other
employee  benefit  plans,   programs,   policies  or  arrangements,   employment
agreements,   severance  agreements,   severance  pay  policies,  plant  closing
benefits, executive compensation arrangements,  sick leave, vacation pay, salary
continuation for disability,  consulting,  or other  compensation  arrangements,
worker's  compensation,  hospitalization,  medical  insurance,  life  insurance,
tuition  reimbursement or scholarship  programs,  employee  discounts,  employee
loans,  employee  banking  privileges,  any plans  subject to Section 125 of the
Code, and any plans  providing  benefits or payments in the event of a change of
control, change in ownership, or sale of a substantial portion (including all or
substantially  all) of the assets of any  business or portion  thereof,  in each
case with respect to any present or former employees,  directors,  or agents and
without regard to whether the plan or arrangement was previously  terminated (if
potential liabilities remain) or compensation  agreements,  in each case for the
benefit of, or  relating  to, any  current  employee  or former  employee of the
Business.


                                       56


<PAGE>


         Encumbrance  means  any  security  interest,   pledge,  mortgage,  lien
(including,  without  limitation,  tax liens),  charge,  encumbrance,  easement,
adverse claim, preferential arrangement, restriction or defect in title.

         Environmental Claims means any and all actions,  suits, demands, demand
letters, claims, liens, notices of non-compliance or violation,  investigations,
proceedings,  consent  orders or consent  agreements  relating in any way to any
Environmental Law, any Environmental Permit, Hazardous Materials or arising from
alleged  injury  or  threat of  injury  to  health,  safety or the  environment,
including,  without limitation (a) by Governmental  Authorities for enforcement,
cleanup, removal, response,  remedial or other actions or damages and (b) by any
Person for damages, contributions,  indemnification, cost recovery, compensation
or injunctive relief.

         Environmental  Law means any Law relating to the  environment,  health,
safety or Hazardous Materials, in force and effect on the date hereof or, in the
case of the  Company's  certificate  to be  delivered  in  accordance  with  the
provisions  of  Section  6.3  hereof,  on the  Closing  Date  (exclusive  of any
amendments or changes to such Law or any regulations  promulgated  thereunder or
orders,  decrees  or  judgments  issued  pursuant  thereto  which  are  enacted,
promulgated or issued after the date hereof, or in the case of such certificate,
on or after the Closing Date), including but not limited to CERCLA; the Resource
Conservation  and Recovery Act of 1986 and Hazardous and Solid Waste  Amendments
of 1984, 42 U.S.C.  ss.ss.6901 et seq.; the Hazardous  Materials  Transportation
Act, 49 U.S.C.  ss.ss.6901 et seq.; the Clean Water Act, 33 U.S.C. ss.ss.1251 et
seq.; the Toxic  Substances  Control Act of 1976, 15 U.S.C.  ss.ss.2601 et seq.;
the Clean Air Act of 1966, as amended,  42 U.S.C.  ss.ss.7401 et seq.;  the Safe
Drinking  Water Act, 42 U.S.C.  ss.ss.300f  et seq.;  the Atomic  Energy Act, 42
U.S.C.  ss.ss.2011 et seq.; the Federal  Insecticide,  Fungicide and Rodenticide
Act, 7 U.S.C.  ss.ss.136  et seq.;  and the  Emergency  Planning  and  Community
Right-to-Know Act of 1986, 42 U.S.C. ss.ss.1101 et seq.

         Environmental  Permits  means all  permits,  approvals,  identification
numbers,  licenses  and  other  authorizations  required  under  any  applicable
Environmental Law.

         Equipment  means  all of the  tangible  personal  property,  machinery,
equipment,  vehicles,  rolling stock, furniture,  and fixtures of every kind and
description  in which the Company has an interest or which the Company  acquires
from Gannett pursuant to the Gannett  Purchase  Agreement by ownership or lease,
and  used  or  useful  in  connection  with  the  Business,  together  with  any
replacements  thereof  or  additions  thereto,  made in the  ordinary  course of
business  between the date of the Gannett  Purchase  Agreement  and the Transfer
Date.


                                       57


<PAGE>

         ERISA means the Employee  Retirement  Income  Security Act of 1974,  as
amended.

         ERISA affiliate has the meaning set forth in Section 3.14.

         Escrow Deposit has the meaning set forth in Section 2.1.

         Estimated  Net  Financial  Assets has the  meaning set forth in Section
2.2(b) hereof.

         Excluded Assets has the meaning set forth in Section 1.2 hereof.

         FCC means the Federal Communications Commission.

         FCC Consent  means a public  notice of the FCC,  or of the Chief,  Mass
Media  Bureau or Video  Services  Division,  acting under  delegated  authority,
consenting to the assignment of the FCC Licenses to Purchaser.

         FCC  Licenses  means all  licenses,  permits  and other  authorizations
issued by the FCC to the Company used for or in  connection  with the  Stations,
and all  applications  therefor,  together  with  any  renewals,  extensions  or
modifications  thereof  and  additions  thereto  between the date of the Gannett
Purchase Agreement and the Closing.

         Final  Order  means the FCC  Consent  as to which the time for filing a
request for administrative or judicial review, or for instituting administrative
review sua sponte,  shall have expired  without any such filing having been made
or notice of such review having been issued;  or, in the event of such filing or
review sua sponte, as to which such filing or review shall have been disposed of
favorably  to the grantee and the time for seeking  further  relief with respect
thereto  shall have expired  without any request for such further  relief having
been filed.

         GAAP means United States generally accepted  accounting  principles and
practices as in effect from time to time and applied consistently throughout the
periods involved.

         Gannett has the meaning set forth in the recitals to this Agreement.

         Gannett  Corporate Office means the corporate office of Gannett located
at One City Center,  Portland,  Maine,  that provides certain support to Gannett
and its business.

         Gannett   FCC   Licenses   means  all   licenses,   permits  and  other
authorizations  issued by the FCC to Gannett used for or in connection  with the
Gannett  Television


                                       58

<PAGE>

Stations and all applications therefor, together with any renewals,  extensions,
or modifications  thereof and additions  thereto between the date of the Gannett
Purchase Agreement and the Closing.

         Gannett Maine Media  Business means the newspaper  publishing  business
which  publishes  the  Portland  Press  Herald and Maine  Sunday  Telegram,  the
Kennebec  Journal and the Central Maine Morning  Sentinel,  and certain  related
businesses in Maine (including,  without limitation,  the "New Media Development
Group",  an  Internet-based  media business;  "Voice  Information  Services",  a
telephone  information and marketing  service;  "Guy Gannett  Direct",  a direct
marketing  operation;  a telephone directory business;  an integrated  marketing
group;  and the Coastal  Journal,  a  controlled  circulation  weekly),  and all
assets, liabilities, operations and activities of, and all rights of, Gannett in
the operations of such businesses.

         Gannett  Purchase  Agreement  shall have the  meaning  set forth in the
Recitals.

         Gannett Television Stations means the following television broadcasting
station  properties:   WOKR-TV,  Rochester,  New  York;  WICS-TV,   Springfield,
Illinois; WICD-TV, Champaign,  Illinois;  WGGB-TV,  Springfield,  Massachusetts;
WGME-TV, Portland, Maine; KGAN-TV, Cedar Rapids, Iowa; WTWC-TV, Portland, Maine;
and WTWC-TV, Tallahassee, Florida.

         Governmental  Authority means any United States federal, state or local
government or any foreign government, any governmental, regulatory, legislative,
executive  or  administrative  authority,  agency or  commission  or any  court,
tribunal, or judicial body.

         Governmental Order means any order, writ, judgment, injunction, decree,
stipulation,  determination  or  award  entered  by  or  with  any  Governmental
Authority. Governmental Orders shall not include Permits.

         Group Contract has the meaning set forth in Section 1.3(a) hereof.

         Hazardous  Materials  means  wastes,  substances,   materials  (whether
solids,  liquids or gases),  petroleum  and  petroleum  products,  byproducts or
breakdown  products,  radioactive  materials,  and any other  chemicals that are
deemed hazardous,  toxic, pollutants or contaminants,  or substances designated,
classified  or regulated as being  "hazardous"  or "toxic",  or words of similar
import, under any Environmental Law.


                                       59

<PAGE>


         HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder.

         Indebtedness  means obligations with regard to borrowed money and shall
expressly not include either accounts  payable or accrued  liabilities  that are
incurred  in the  ordinary  course of business or  obligations  under  operating
leases  regardless  of how such leases may be  classified  or  accounted  for on
financial statements.

         Indemnitee has the meaning set forth in Section 8.5 hereof.

         Indemnitor has the meaning set forth in Section 8.5 hereof.

         Intellectual  Property  means all  patents,  trademarks,  trade  names,
domain names, service marks, copyrights and other similar intangible assets, and
applications,  registrations,  extensions and renewals for any of the foregoing,
and other  intellectual  property  owned,  leased or used by the  Company in the
operation  of the  Stations or acquired by the Company  from  Gannett  under the
Gannett  Purchase  Agreement  and  used  in  the  Business,  including,  without
limitation, Call Letters, computer software and programs, of the Company used in
the Business or acquired by the Company from Gannett under the Gannett  Purchase
Agreement  and used in the  Business,  whether owned or used by, or licensed to,
the Company or acquired by the Company from Gannett  under the Gannett  Purchase
Agreement.

         Knowledge with respect to the Company means the actual knowledge of the
officers and employees of the Company regarding (a) information  relating to the
Stations  disclosed by Gannett to the Company in the Gannett Purchase  Agreement
or any  Schedule,  Exhibit or documents  delivered to the Company in  connection
therewith,  and (b)  information  relating to the Stations  that the Company has
been made aware of since September 4, 1998.

         Law means any federal, state, local or foreign statute, law, ordinance,
regulation,  rule,  code,  order or other  requirement or rule of law including,
without limitation zoning laws and housing,  building, safety or fire ordinances
or codes.

         Leased  Property means all real property of every kind and  description
leased by the  Company or rights to such leases or leased  property  acquired by
the Company from Gannett pursuant to the Gannett Purchase  Agreement and used in
connection  with the Business,  together (to the extent leased by the Company or
obtained  from  Gannett  pursuant to the Gannett  Purchase  Agreement)  with all
buildings and other  structures,  towers,  antennae,  facilities or improvements
currently or hereafter  located thereon,  all fixtures,  systems,  equipment and
items of personal  property  of the  Company or  acquired  by the  Company  from
Gannett  pursuant  to the Gannett  Purchase  Agreement  attached or  appurtenant
thereto and



                                       60



<PAGE>

all easements,  licenses,  rights and  appurtenances  relating to the foregoing,
including, without limitation, the leased property referred to in Section 1.1(c)
of the Disclosure Schedule.

         Letter of Credit has the meaning set forth in Section 2.1.

         Liabilities  means  as  to  any  Person  all  debts,   adverse  claims,
liabilities and obligations,  whether accrued or fixed,  absolute or contingent,
matured or unmatured,  determined or determinable,  known or unknown, including,
without  limitation,  those arising under any federal,  state,  local or foreign
statute,  law, ordinance,  regulation,  rule, code, order, writ,  stipulation or
other governmental requirement (including, without limitation, any environmental
law),  action,  suit,  arbitration,  proceeding or investigation or governmental
permit, license, authorization,  certificate or approval and those arising under
any contract, agreement, arrangement, commitment or undertaking.

         License Assets has the meaning set forth in Section 1.4 hereof..

         Material Adverse Effect means any circumstance, change in, or effect on
the Company or the Stations that has a material  adverse effect on the business,
results of operations or financial condition of the Stations,  taken as a whole;
provided,  however,  that  Material  Adverse  Effect  shall not include  adverse
effects  resulting  from (or, in the case of effects that have not yet occurred,
reasonably  likely to result from) (i) general  economic or industry  conditions
that have a similar effect on other participants in the industry,  (ii) regional
economic or industry conditions that have a similar effect on other participants
in the industry in such region,  (iii) the fact that the Purchaser  unreasonably
withheld  Purchaser's  consent with respect to any Program Contract  pursuant to
Section 5.1 of the Agreement, or (iv) any act of Purchaser.

         Material  Contracts means the written  agreements  (including,  without
limitation,   amendments  thereto),   contracts,   policies,  plans,  mortgages,
understandings,  arrangements or commitments relating to the Business,  to which
Gannett or the Company is a party or by which its assets are bound as  described
below:

         (i) any  agreement or contract  providing for payments to any Person in
excess  of  Fifty  Thousand  Dollars  ($50,000)  per year or Two  Hundred  Fifty
Thousand  Dollars  ($250,000)  in the  aggregate  over the five (5) year  period
commencing on the date hereof;

         (ii) all time brokerage  agreements  and  affiliation  agreements  with
television networks;


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<PAGE>

         (iii) any license or contract  pursuant to which Gannett or the Company
is  authorized  to  broadcast  film or taped  programming  supplied by others in
excess of Ten Thousand  Dollars  ($10,000) or having a term of more than one (1)
year;

         (iv) any employment agreement, consulting agreement or similar contract
providing  for payments to any  individual in excess of Fifty  Thousand  Dollars
($50,000) per year or One Hundred Thousand  Dollars  ($100,000) in the aggregate
over the five (5) year period commencing on the date hereof;

         (v) any  retention or severance  agreement or contract  with respect to
any Person who is to be employed by Purchaser following the Closing;

         (vi) all collective bargaining agreements or other union contracts;

         (vii)  (A)  any  lease  of   Equipment   or  license  with  respect  to
Intellectual  Property  (other  than  licenses  granted in  connection  with the
purchase of  equipment  or other  assets) by Gannett or the Company from another
Person  providing  for  payments  to  another  Person in  excess of  Twenty-Five
Thousand Dollars  ($25,000) per year or Seventy-Five  Thousand Dollars ($75,000)
in the aggregate over the five (5) year period commencing on the date hereof; or
(B) any lease of Real Property by Gannett or the Company from another Person;

         (viii) any lease of Equipment or Real  Property or license with respect
to  Intellectual  Property  (other than licenses  granted in connection with the
purchase  of  equipment  or other  assets) by Gannett or the  Company to another
Person  providing  for  payments  to Gannett or the  Company in excess of Twenty
Thousand Dollars  ($20,000) per year or Fifty Thousand Dollars  ($50,000) in the
aggregate over the five (5) year period commencing on the date hereof;

         (ix) any joint venture, partnership or similar agreement or contract;

         (x) any  agreement or contract  under which  Gannett or the Company has
loaned  any money in excess of One  Million  Dollars  ($1,000,000)  or issued or
received any note,  bond,  indenture or other evidence of indebtedness in excess
of One Million Dollars ($1,000,000);

         (xi) any  agreement or contract  under which Gannett or the Company has
directly or  indirectly  guaranteed  Indebtedness  in an amount in excess of One
Million Dollars ($1,000,000);

         (xii) any agreement or contract  under which Gannett or the Company has
directly or indirectly guaranteed  liabilities or obligations of others which do
not constitute Indebtedness;


                                       62


<PAGE>

         (xiii)  any  covenant   not  to  compete  or  contract  or   agreement,
understanding, arrangement or any restriction whatsoever limiting in any respect
the ability of the Company to compete in any line of business or with any Person
or in any area; and

         (xiv) any agreement or contract  between Gannett or the Company and any
officer,  director,  stockholder  or  employee  of the  Business or any of their
family  members  providing  for  payments  in  excess of Five  Thousand  Dollars
($5,000) (other than  agreements  covered in clause iv) (or that would have been
covered in clause (iv) but for the monetary limits  thereunder) or agreements or
contracts containing terms substantially similar to terms available to employees
generally).

         Material  Contracts  shall  not  include  any and  all  (w)  contracts,
purchase orders, purchase commitments, leases and agreements entered into in the
ordinary  course of  business  and  relating  to the  Company  (other than those
described in clauses (v),  (vii),  (viii) or (ix) above) that (A) are terminable
at will  without  payment  of  premium  or  penalty  by the  Company  or (B) are
terminable on not more than sixty (60) days' written notice  without  payment of
premium or penalty  and do not  involve  the  obligation  of the Company to make
payments in excess of Ten Thousand  Dollars  ($10,000) during the sixty (60) day
period  commencing on the Closing;  (x) contracts with respect to time sales (or
other  promotion or sponsorship  sales) to  advertisers or advertising  agencies
(including, without limitation, "trade" or "barter" agreements), sales agency or
advertising  representation  contracts, and barter obligations or commitments to
suppliers  of  programming;  and  (y)  contracts  with  respect  to the  sale of
production  time and/or  production  services  relating to  advertising  or with
respect to other services.

         Net Financial  Assets means the result of (i) the  aggregate  amount of
current assets of the Business to be assigned to Purchaser under this Agreement,
excluding for purposes of this calculation,  the current portion of rights under
Program Contracts (except as provided otherwise herein), less (ii) the aggregate
amount of current  liabilities of the Business to be assumed by Purchaser  under
this Agreement,  excluding for purposes of this  calculation the current portion
of obligations under Program Contracts  (except as provided  otherwise  herein),
less (iii) the  aggregate  amount of the Company's  liability  for  supplemental
retirement and deferred  compensation  under the Employee Benefit Plans relating
to the Business  Employees set forth in Section 9 of the Disclosure  Schedule to
the extent not paid by Gannett  prior to the  Transfer  Date and  excluding  the
current  portion  of such  liability,  if any,  to the  extent  such  portion is
included as a current  liability in clause (ii), in each case as of the relevant
date of calculation and calculated (except as otherwise provided in Section 9 of
the Disclosure Schedule) in conformity with GAAP. Net Financial Assets expressly
shall not include,  as either assets or liabilities,  the rights and obligations
under Program  Contracts;  provided,  however,



                                      63

<PAGE>


that  notwithstanding  any prior practice or lack thereof relating thereto,  (x)
any programming  downpayments made in advance of customary payment terms, to the
extent  not  amortized  as of the  relevant  date of  calculation  as more fully
described  in the example set forth in Section 9 of the  Disclosure  Schedule of
the  Gannett  Purchase  Agreement,  shall be  expressly  included in the current
assets,  (y) any  regularly  scheduled  payments  due and  unpaid  as of the day
immediately  preceding the Transfer  Date under Program  Contracts in accordance
with  their  terms as in effect on the date  hereof  (with  respect  to  Program
Contracts  existing on the date hereof) or on the date  originally  entered into
(with respect to Program  Contracts entered into after the date hereof) shall be
expressly  included  in the  current  liabilities  and  (z) any  prepayments  of
regularly scheduled amounts due on or after the Transfer Date, but made prior to
the Transfer Date under  Program  Contracts  shall be expressly  included in the
current assets.  Without limiting the generality of the foregoing and subject to
the immediately  preceding  sentence,  for purposes of determining the amount of
Net Financial  Assets,  all revenues and all expenses arising from the operation
of the Stations,  including,  without  limitation,  tower  rental,  business and
license fees, utility charges,  real and personal property taxes and assessments
levied against the Assets, property and equipment rentals,  applicable copyright
or other fees, sales and service  charges,  Taxes (except for Taxes arising from
the  transfer of the Assets  under this  Agreement  which  shall be  apportioned
between  Purchaser and the Company  pursuant to Section 10.10 hereof),  employee
compensation,  including wages,  salaries,  commissions,  music license fees and
similar prepaid and deferred items, shall be prorated as of the relevant date of
calculation in accordance with GAAP.

         Net Proceeds has the meaning set forth in Section 8.4 hereof.

         Non-License Assets means the Assets, other than the License Assets.

         Non-License Transfer has the meaning set forth in Section 1.4(a).

         Non-License Transfer Date has the meaning set forth in Section 1.4(a).

         Notice of Claim has the meaning set forth in Section 8.5 hereof.

         Permits has the meaning set forth in Section 3.11(a) hereof.

         Permitted Exceptions means each of the following:

         (i) liens for taxes, assessments and governmental charges or levies not
yet due and payable or the validity of which is being contested in good faith by
appropriate proceedings;


                                       64


<PAGE>

         (ii) Encumbrances  imposed by law, such as  materialmen's,  mechanics',
carriers',  workmen's and repairmen's liens and other similar liens,  arising in
the ordinary course of business;

         (iii)  pledges  or  deposits  to  secure   obligations  under  workers'
compensation  laws or  similar  legislation  or to secure  public  or  statutory
obligations;

         (iv) survey exceptions,  rights of way, easements,  reciprocal easement
agreements and other Encumbrances on title to real property set forth in Section
1.1(d)  of the  Disclosure  Schedule  or  that do  not,  individually  or in the
aggregate,  materially  adversely affect the use of such property in the conduct
of the Company's business as it is being conducted prior to the Transfer Date;

         (v)  zoning  laws and other  land use  restrictions  that do not in any
material respect (a) detract from or impair the value or the use of the property
subject  thereto,  or (b) impair the  operation  of the  Stations as it is being
conducted  prior to the Closing in accordance with the provisions of the Gannett
Purchase Agreement;

         (vi)  security  interests  in favor of  suppliers  of goods  for  which
payment has not been made in the  ordinary  course of business  consistent  with
past practice;

         (vii)  Encumbrances  on the interests of the lessors of properties used
by the Stations in which the Company or Gannett holds a leasehold interest; and

         (viii) any and all other  Encumbrances  that do not materially  detract
from or materially  impair the value or the use of the property  subject thereto
for the purposes currently utilized in the operation of the Stations.

         Person means any individual,  partnership,  firm, corporation,  limited
liability  company,  association,  trust,  unincorporated  organization or other
entity,  as well as any  syndicate  or group that would be deemed to be a person
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

         Post-Closing  Agreements means those covenants and agreements  required
by this Agreement to be performed after the Non-License Transfer or the Closing,
as applicable.

         Program Contracts has the meaning set forth in Section 1.1(f) hereof.

         Purchase Price has the meaning set forth in Section 2.2(a).

         Purchaser has the meaning  specified in the  introductory  paragraph to
this Agreement.


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<PAGE>

         Purchaser  Indemnified Parties has the meaning set forth in Section 8.1
hereof.

         Purchaser  Permitted  Assignee  has the  meaning  set forth in  Section
10.5(b) hereof.

         Real Property means all real property of every kind and description and
related  mineral  rights  owned by the Company or  acquired by the Company  from
Gannett pursuant to the Gannett  Purchase  Agreement and used in connection with
the  Business,  together  with  all  buildings  and  other  structures,  towers,
antennae, facilities or improvements currently or hereafter located thereon, all
fixtures,  systems,  equipment and items of personal  property of the Company or
acquired by the Company from Gannett pursuant to the Gannett Purchase  Agreement
attached  or  appurtenant  thereto  and  all  easements,  licenses,  rights  and
appurtenances  relating to the foregoing,  including,  without  limitation,  the
owned property set forth in Section 1.1(d) of the Disclosure Schedule.

         Reimbursements has the meaning set forth in Section 8.4 hereof.

         Release means disposing,  discharging,  injecting,  spilling,  leaking,
leaching, dumping, emitting,  escaping,  emptying, seeping, placing and the like
into  or  upon  any  land  or  water  or  air or  otherwise  entering  into  the
environment.

         Stations shall have the meaning set forth in the Recitals.

         Subsidiary  of any  Person  means (i) any  corporation  more than fifty
percent (50%) of whose stock of any class or classes having by the terms thereof
ordinary  voting power to elect a majority of the directors of such  corporation
is owned by such Person directly or indirectly,  through  Subsidiaries  and (ii)
any partnership,  limited  partnership,  limited liability company,  associates,
joint  venture  or other  entity in which such  Person  directly  or  indirectly
through Subsidiaries has more than a fifty percent (50%) equity interest.

         Tax or Taxes  means  any and all  taxes,  fees,  withholdings,  levies,
duties,  tariffs,  imposts, and other charges of any kind (together with any and
all interest,  penalties,  additions to tax and additional  amounts imposed with
respect  thereto)  imposed by any  government  or taxing  authority,  including,
without  limitation,  taxes or  other  charges  on or with  respect  to  income,
franchises,  windfall or other profits,  gross receipts,  property,  sales, use,
capital stock,  payroll,  employment,  social security,  workers'  compensation,
unemployment compensation, or net worth, taxes or other charges in the nature of
excise,  withholding,  ad valorem, stamp, transfer,  value added or gains taxes,
license,  registration and documentation  fees, and customs duties,  tariffs and
similar charges.


                                       66


<PAGE>

         Tax Benefit has the meaning set forth in Section 8.4 hereof.

         Tax Return means any report,  return,  document,  declaration  or other
information  or  filing  required  to  be  supplied  to  any  Tax  authority  or
jurisdiction  (foreign or domestic)  with respect to Taxes,  including,  without
limitation,  information  returns, any documents with respect to or accompanying
payments of estimated Taxes, or with respect to or accompanying requests for the
extension  of  time  in  which  to  file  any  such  report,  return,  document,
declaration or other information.

         Termination  Date has the  meaning  set  forth in  Section  10.1(a)(iv)
hereof.

         Time  Brokerage   Agreement  has  the  meaning  set  forth  in  Section
1.5(a)(ix).

         Transaction Documents mean this Agreement; the Bill of Sale, Assignment
and Assumption  Agreement;  the  Assignment of FCC Licenses;  the Time Brokerage
Agreement; and the Deposit Escrow Agreement.

         Transfer  Date means the earlier of the  Non-License  Transfer  and the
Closing Date.

         STC Scheduled Severance Agreements has the meaning set forth in Section
5.9.

         STC Severance Payment has the meaning set forth in Section 5.9.

         Unaudited  Financial  Statements  has the  meaning set forth in Section
3.5(a) hereof.

         WARN has the meaning set forth in Section 5.2(h).

ARTICLE 10. MISCELLANEOUS PROVISIONS.

         10.1     TERMINATION RIGHTS.

                  (a)      This Agreement may be terminated:

                           (i)  by  mutual  consent  of  the  parties;  (ii)  by
Purchaser by written notice of termination  delivered to the Company pursuant to
Section 1.6 prior to the Diligence Termination Deadline;

                           (iii) by the Company by written notice of termination
delivered to  Purchaser  prior to the  Diligence  Termination  Deadline,  if the
parties



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<PAGE>


hereto  cannot  agree on the forms of news share  agreement  as provided  for in
Section 5.13.

                           (iv) by either  the  Company or  Purchaser,  provided
such party is not then in material default hereunder, upon written notice to the
other party, if the Transfer Date has not occurred on or before the date that is
one (1) year after the date of this Agreement (the "TERMINATION DATE");

                           (v) by either the Company or Purchaser,  upon written
notice to the other party,  if any  Governmental  Authority  shall have issued a
statute, rule, regulation, order, decree or injunction or taken any other action
permanently   restraining,   enjoining  or  otherwise  prohibiting  the  Closing
hereunder or the closing under the Gannett Purchase  Agreement and such statute,
rule, regulation,  order, decree or injunction or other action shall have become
final and nonappealable, provided that this clause (v) will not be applicable to
actions of the FCC subject to clause (vi) below;

                           (vi) by either the Company or Purchaser, upon written
notice to the other  party,  if (i) the FCC, or the Chief,  Mass Media Bureau of
the FCC, acting under delegated authority, shall have denied the application for
assignment  of the Gannett FCC  Licenses  to the  Company,  (ii) the FCC, or the
Chief,  Mass Media Bureau of the FCC,  acting under delegated  authority,  shall
have denied the  application  for  assignment  of the FCC Licenses to Purchaser,
(iii) the parties' request for  administrative  or judicial review, or the FCC's
administrative  review sua sponte,  shall not have been disposed of favorably to
the parties and (iv) the parties have no further relief available to them;

                           (vii) by Purchaser, by written notice to the Company,
if there  has been a  material  breach  by the  Company  of any  representation,
warranty,  covenant  or  agreement  set  forth in this  Agreement  such that the
conditions  precedent  set  forth in  Section  6.1 or 6.2  hereof  would  not be
satisfied,  which breach has not been cured  within  twenty (20)  Business  Days
following  receipt  by the  Company  of  written  notice  of  such  breach  from
Purchaser;

                           (viii) by the Company by written  notice to Purchaser
if  there  has  been a  material  breach  by  Purchaser  of any  representation,
warranty,  covenant  or  agreement  set  forth in this  Agreement  such that the
conditions  precedent  set  forth in  Section  7.1 or 7.2  hereof  would  not be
satisfied,  which breach has not been cured  within  twenty (20)  Business  Days
following  receipt  by  Purchaser  of  written  notice of such  breach  from the
Company;

                           (ix) by Purchaser  by written  notice to the Company,
if the FCC has revoked the  Company's or Gannett's FCC License for the Stations;
or




                                       68

<PAGE>

                           (x)  automatically  without  further  action  by  the
parties upon the  termination  of the Gannett  Purchase  Agreement in accordance
with its terms.

                  (b) If  this  Agreement  is  terminated  pursuant  to  Section
10.1(a)(i),  (iv), (v), (vi), (vii), (ix) or (x) hereof, Purchaser shall receive
the immediate return of the Letter of Credit.

                  (c) If  this  Agreement  is  terminated  pursuant  to  Section
10.1(a)(i),  (ii),  (iii),  (iv),  (v),  (vi),  (vii),  (ix) or (x) hereof  this
Agreement shall thereupon become void and of no further effect  whatsoever,  and
the parties  shall be released  and  discharged  of all  obligations  under this
Agreement,  except (i) to the extent of a party's liability for willful material
breaches of this Agreement prior to the time of such  termination,  and (ii) the
obligations of each party for its own expenses  incurred in connection  with the
transactions contemplated by this Agreement as provided herein.

                  (d) If  this  Agreement  is  terminated  pursuant  to  Section
10.1(a)(viii)  hereof,  the  Company's  sole and  exclusive  remedy  under  this
Agreement  shall be to receive the Escrow  Deposit by drawing down on the Letter
of Credit (without setoff deduction or counterclaim) as liquidated damages,  and
upon such  payment,  Purchaser  shall be discharged  from all further  liability
under this Agreement.

               10.2 LITIGATION COSTS.

                  If any  litigation  with  respect  to the  obligations  of the
parties under this Agreement results in a final  nonappealable  order of a court
of  competent   jurisdiction  that  results  in  a  final  disposition  of  such
litigation,  the  prevailing  party,  as determined  by the court  ordering such
disposition,  shall  be  entitled  to  reasonable  attorneys'  fees as  shall be
determined  by  such  court.   Contingent  or  other   percentage   compensation
arrangements shall not be considered reasonable attorneys' fees.

               10.3 EXPENSES.

                  Except as otherwise  specifically  provided in this Agreement,
all costs and expenses, including, without limitation, fees and disbursements of
counsel,  financial  advisors and accountants,  incurred in connection with this
Agreement and the  transactions  contemplated  hereby shall be paid by the party
incurring such costs and expenses,  whether or not the  Non-License  Transfer or
the Closing shall have occurred,  provided that the Company and Purchaser  shall
each be  responsible  and pay  fifty  percent  (50%) of the HSR Act  filing  fee
(unless  this  Agreement  is  terminated  by  Purchaser  prior to the  Diligence
Termination  Deadline  whereupon the Company shall be responsible for the entire
HSR Act filing




                                       69



<PAGE>

fee) and the filing fees payable to the FCC in connection with the filing of the
application for assignment of the FCC Licenses.

               10.4 NOTICES.

                  Any  notice,  demand,  claim,  notice  of  claim,  request  or
communication  required or  permitted to be given under the  provisions  of this
Agreement  shall be in  writing  and shall be deemed to have been duly given (i)
upon  delivery if delivered in person,  (ii) on the next  Business Day after the
date of mailing if mailed by registered or certified  mail,  postage prepaid and
return  receipt  requested,  (iii) on the next  Business  Day  after the date of
delivery to a national  overnight courier service,  or (iv) upon transmission by
facsimile (if such  transmission is confirmed by the answerback of the facsimile
machine of the  addressee)  if delivered  through such services to the following
addresses,  or to such other  address as any party may request by  notifying  in
writing  all of the other  parties to this  Agreement  in  accordance  with this
Section 10.4.

                  If to Purchaser:

                           STC Broadcasting, Inc.
                           3839 4th Street North
                           Suite 420
                           St. Petersburg, Florida  33703
                           Attn:  David Fitz
                           Fax:   (727) 821-8092

                  with copies to:

                           Hicks, Muse, Tate & Furst Incorporated
                           200 Crescent Court
                           Suite 1600
                           Dallas, Texas  75201
                           Attn:  Lawrence D. Stuart, Jr., Esq.
                           Fax:   (214) 740-7355



                                       70



<PAGE>

                  and

                           Hogan & Hartson L.L.P.
                           8300 Greensboro Drive
                           Suite 1100
                           McLean, Virginia  22102
                           Attn:  Richard T. Horan, Jr., Esq.
                           Fax:  (703) 610-6200

                  If to Company:

                           Sinclair Communications, Inc.
                           2000 West 41st Street
                           Baltimore, Maryland  21211-1420
                           Attn:  President
                           Fax:     (410) 467-5043

                  with copy to:

                           Sinclair Communications, Inc.
                           2000 West 41st Street
                           Baltimore, Maryland  21211-1420
                           Attn:  General Counsel
                           Fax:     (410) 662-4707

                  and

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

                  Any such notice  shall be deemed to have been  received on the
date of  personal  delivery,  the date set forth on the  Postal  Service  return
receipt,  or the date of delivery shown on the records of the overnight courier,
as applicable.

               10.5 BENEFIT AND ASSIGNMENT.

                  (a) The Company shall not assign this  Agreement,  in whole or
in part,  whether by operation of law or  otherwise,  without the prior  written
consent of



                                       71



<PAGE>

Purchaser  and any  purported  assignment  contrary to the terms hereof shall be
null, void and of no force and effect;  provided,  however, the Company shall be
entitled,  without  the consent of  Purchaser,  to assign the  Company's  rights
hereunder to any direct or indirect wholly-owned  subsidiaries of the Company to
which the Company shall have assigned the rights of the Company to the Assets of
the Stations under the Gannett  Purchase  Agreement in accordance with the terms
of the  Gannett  Purchase  Agreement  (each  a  "COMPANY  PERMITTED  ASSIGNEE");
provided,  that the Company gives Purchaser  written notice thereof and any such
Company  Permitted  Assignee  shall  be  responsible  for  all  representations,
covenants and agreements of the Company  hereunder as if such Company  Permitted
Assignee  was a party  hereto,  and any such  assignment  shall not  relieve the
Company of any of its Liabilities hereunder (including,  without limitation, any
obligation pursuant to Article 8 hereof).

                  (b) Purchaser shall not assign this Agreement,  in whole or in
part,  whether by  operation  of law or  otherwise,  without  the prior  written
consent of the Company and any purported assignment contrary to the terms hereof
shall be null,  void and of no force and effect;  provided,  however,  Purchaser
shall be  entitled,  without the consent of the Company,  to assign  Purchaser's
rights and interests hereunder (in whole or in part as to any Station) (i) prior
to the Transfer Date, to any Affiliate of Purchaser (each a "PURCHASER PERMITTED
ASSIGNEE");  provided,  that Purchaser  gives the Company written notice thereof
and  such  Purchaser   Permitted   Assignee   shall  be   responsible   for  all
representations,  covenants  and  agreements  of Purchaser  hereunder as if such
assignee was a party hereto, and any such assignment shall not relieve Purchaser
of  any  of  its  Liabilities  hereunder  (including,  without  limitation,  any
obligation  pursuant to Article 8 hereof),  and (ii) from and after the Transfer
Date, to any Person.

                  (c) This  Agreement  shall be binding  upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns as
permitted  hereunder.  Except as set forth in Section 8.7, no Person, other than
the parties  hereto and their  respective  successors  and assigns as  permitted
hereunder,  is or shall be entitled to bring any action to enforce any provision
of this  Agreement  against  any of the parties  hereto.  Except as set forth in
Section 8.7, the covenants and agreements  set forth in this Agreement  shall be
solely for the benefit of, and shall be enforceable  only by, the parties hereto
or their respective successors and assigns as permitted hereunder.

               10.6 WAIVER.

                  Any party to this  Agreement  may (a)  extend the time for the
performance  of any of the  obligations  or other acts of any other  party,  (b)
waive any inaccuracies in the  representations and warranties of any other party
contained



                                       72



<PAGE>

herein or in any document  delivered by any other party  pursuant  hereto or (c)
waive  compliance  with any of the  agreements  or conditions of any other party
contained herein.  Any such extension or waiver shall be valid only if set forth
in an instrument in writing signed by the party to be bound thereby.  Any waiver
of any term or condition  shall not be  construed as a waiver of any  subsequent
breach or a subsequent waiver of the same term or condition,  or a waiver of any
other term or condition,  of this Agreement.  The failure of any party to assert
any of its rights hereunder shall not constitute a waiver of any such rights.

               10.7 SEVERABILITY.

                  If any term or other  provision of this  Agreement is invalid,
illegal or incapable of being  enforced by any Law or public  policy,  all other
terms and provisions of this Agreement shall  nevertheless  remain in full force
and  effect  so long as the  economic  or legal  substance  of the  transactions
contemplated  hereby is not  affected  in any manner  materially  adverse to any
party.  Upon such  determination  that any term or other  provision  is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties  as  closely  as  possible  in an  acceptable  manner in order  that the
transactions  contemplated hereby are consummated as originally  contemplated to
the greatest extent possible.

               10.8 AMENDMENT.

                  This Agreement may not be amended or modified except (a) by an
instrument  in writing  signed by, or on behalf of, the Company and Purchaser or
(b) by a waiver in accordance with Section 10.6 hereof.

               10.9 EFFECT AND CONSTRUCTION OF THIS AGREEMENT.

                  This Agreement embodies the entire agreement and understanding
of the parties with respect to the subject  matter hereof and supersedes any and
all prior agreements, arrangements and understandings,  whether written or oral,
relating to matters  provided for herein.  The language  used in this  Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual  agreement,  and this Agreement shall not be deemed to have been prepared
by any single party  hereto.  Disclosure  of any fact or item in the  Disclosure
Schedule  referenced  by a  particular  paragraph  or section in this  Agreement
shall,  should the  existence of the fact or item or its contents be relevant to
any other  paragraph or section,  be deemed to be disclosed with respect to that
other paragraph or section whether or not a specific cross reference appears, if
the  disclosure  in  respect  of the one  paragraph  or  section  is  reasonably
sufficient to inform the reader of the  information  required to be disclosed in
respect such other  paragraph or section.



                                       73



<PAGE>

Disclosure of any fact or item in the Disclosure  Schedule shall not necessarily
mean that such item or fact,  individually  or in the aggregate,  is material to
the business, results of operations or financial condition of the Stations. Time
shall be of the essence in enforcing and applying the  covenants and  conditions
set forth in this  Agreement.  The headings of the sections and  subsections  of
this  Agreement  are  inserted  as a matter  of  convenience  and for  reference
purposes  only and in no respect  define,  limit or  describe  the scope of this
Agreement  or the intent of any section or  subsection.  This  Agreement  may be
executed in one or more  counterparts  and by the  different  parties  hereto in
separate  counterparts,  each of which  when  executed  shall be deemed to be an
original  but all of which  taken  together  shall  constitute  one and the same
agreement.  This  Agreement  and the rights and duties of the parties  hereunder
shall be governed by, and construed in accordance with, the laws of the State of
New York,  without  giving  effect to the  conflicts of law  principles  thereof
(other than Section 5-1401 of the New York General Obligations Law).

               10.10 TRANSFER AND CONVEYANCE TAXES.

                  Purchaser  and the Company  shall each be liable for and shall
pay one-half of all applicable sales, transfer, recording, deed, stamp and other
similar  non-income taxes,  imposed in connection with transfers and conveyances
of the Assets,  including,  without  limitation,  any real property  transfer or
gains  taxes (if  any),  resulting  from the  consummation  of the  transactions
contemplated by this Agreement.

               10.11 SPECIFIC PERFORMANCE.

                  Each of the parties hereto acknowledges and agrees that in the
event  of any  breach  of this  Agreement,  each  non-breaching  party  would be
irreparably  and  immediately  harmed  and could not be made  whole by  monetary
damages.  It is  accordingly  agreed that the parties  hereto (a) waive,  in any
action for specific performance,  the defense of adequacy of a remedy at law and
(b) shall be  entitled,  in  addition  to any other  remedy to which they may be
entitled at law or in equity,  to compel specific  performance of this Agreement
in any action  instituted  in any state or  federal  court  having  jurisdiction
thereover.

               10.12 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

                  The  respective  representations,  warranties,  covenants  and
agreements of the Company and Purchaser  contained  herein or in any certificate
and any and all  covenants  and  agreements  herein or therein shall survive the
Non-License  Transfer Date or the Closing Date, as applicable,  and shall remain
in full  force and  effect to the  following  extent:  (a)  representations  and
warranties with respect to


                                       74



<PAGE>

the  Non-License  Assets shall  survive for a period of twelve (12) months after
the Non-License  Transfer Date; (b)  representations and warranties with respect
to the License Assets shall survive for a period of twelve (12) months after the
Closing Date; (c) the covenants and agreements  with respect to the  Non-License
Assets which by their terms survive the Non-License Transfer Date shall continue
in  full  force  and  effect  until  fully  discharged;  (d) the  covenants  and
agreements  with respect to the License  Assets which by their terms survive the
Closing Date shall continue in full force and effect until fully discharged; (e)
the Company's  obligations  with respect to all  obligations and liabilities not
assumed by Purchaser shall survive until such  obligations and liabilities  have
been paid,  performed or discharged in full; (f)  Purchaser's  obligations  with
respect to all obligations and liabilities  assumed by Purchaser hereunder shall
survive until such  obligations  and  liabilities  have been paid,  performed or
discharged in full; (g) the covenants and agreements in Article 8 shall continue
in full force and effect  until fully  discharged;  and (h) any  representation,
warranty, covenant or agreement that is the subject of a claim which is asserted
prior to the expiration of the survival  period set forth in this Section 10.12,
shall survive with respect to such claim or dispute  until the final  resolution
thereof;  provided,  however,  that unless Purchaser shall notify the Company of
any  Claim or  Damages  at least ten (10) days  prior to the  expiration  of the
survival period set forth in clause (a) or (b) above,  the Company shall have no
obligation  to indemnify  Purchaser  under  Section  8.1(a) with respect to such
Claim or Damages.

ARTICLE 11. NO PERSONAL LIABILITY FOR REPRESENTATIVES,  STOCKHOLDERS,  DIRECTORS
            OR OFFICERS.

         (a) Purchaser  understands,  acknowledges and agrees that the directors
and officers and  consultants  of the Company and Gannett and the trustees under
the Employee Benefit Plans have performed, or may perform, certain acts required
or  permitted  under  this  Agreement  on behalf of the  Company  or  Gannett to
facilitate the  transactions  among the parties to this  Agreement  contemplated
herein.   Notwithstanding   anything  to  the  contrary   contained  herein,  no
stockholder, director or officer of the Company or Gannett, any such consultant,
or any such  trustee  (or any  Affiliate  of the  foregoing)  shall,  under  any
circumstances,  have, and the Purchaser  hereby  absolves all such Persons from,
any personal  liability to the Purchaser (and each of their Affiliates) for such
acts to the  extent  deemed to be  actions  by or on behalf  of the  Company  or
Gannett.

         (b) The Company understands, acknowledges and agrees that the directors
and  officers  and  consultants  of Purchaser  have  performed,  or may perform,
certain acts required or permitted  under this  Agreement on behalf of Purchaser
to facilitate the transactions among the parties to this Agreement  contemplated



                                       75



<PAGE>


herein.   Notwithstanding   anything  to  the  contrary   contained  herein,  no
stockholder,  director or officer of  Purchaser or any such  consultant  (or any
Affiliate  of the  foregoing)  shall,  under any  circumstances,  have,  and the
Company  hereby  absolves all such Persons from,  any personal  liability to the
Company (and each of their  Affiliates) for such acts to the extent deemed to be
actions by or on behalf of Purchaser.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>




         IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Purchase
Agreement as of the day and year first above written.

                                      SINCLAIR COMMUNICATIONS, INC.



                                      By: /s/ David B. Amy
                                         -------------------------------
                                      Name: David B. Amy
                                           -----------------------------
                                      Title: Secretary
                                            ----------------------------


                                      STC BROADCASTING, INC.



                                      By: /s/ David A. Fitz
                                         -------------------------------
                                      Name: David A. Fitz
                                           -----------------------------
                                      Title: Chief Financial Officer
                                            ----------------------------


<PAGE>





                                    EXHIBITS



Exhibit A                  Bill of Sale, Assignment and Assumption Agreement

Exhibit B                  Assignment of FCC Licenses

Exhibit C                  Time Brokerage Agreement

Exhibit D                  Deposit Escrow Agreement

Exhibit E                  FCC Opinion


<PAGE>



                               DISCLOSURE SCHEDULE

Section 1.1(d)    Real Property
Section 1.2       Excluded Assets
Section 1.4       License Assets
Section 2.5       Allocation of Base Purchase Price
Section 3.3.      Absence of Conflicting Agreements or Required Consents
Section 3.5.      Financial Statements
Section 3.6.      Title to Assets; Related Matters
Section 3.7.      Absence of Certain Changes, Events and Conditions
Section 3.8.      Litigation
Section 3.9.      Insurance
Section 3.10.     Material Contracts
Section 3.11      Permits
Section 3.12      FCC Licenses
Section 3.13      Environmental Matters
Section 3.14      Employee Benefits
Section 3.14.1    Non-Corporate Employees (other than division heads)
Section 3.14.2    Severance and Retention Agreements - Division Heads
Section 3.15      Labor Relations
Section 3.16      Intellectual Property
Section 3.17      Taxes
Section 3.19      Affiliate Transactions
Section 4.4       Purchaser Litigation
Section 4.7       Purchaser's Qualification
Section 5.1       Conduct of Business Prior to Closing
Section 5.2       Post-Closing Covenants and Agreements
Section 5.13      News Share Arrangements
Section 6.4       Material Consents Required as a Condition of the Purchaser's
                   Obligation to Close
Section 7.4       Material Consents Required as a Condition of the Company's
                   Obligation to Close



<PAGE>



                                    EXHIBIT C


                        FORM OF TIME BROKERAGE AGREEMENT



     THIS TIME BROKERAGE  AGREEMENT (this "Agreement") is entered into as of the
___ day of , 1999,  by and among  [SINCLAIR  COMMUNICATIONS,  INC.,  a  Maryland
corporation]  ("Owner"),  and STC  BROADCASTING,  INC.  a  Delaware  corporation
("Programmer").

                                    RECITALS:

     WHEREAS,  Owner is the licensee,  pursuant to authorizations  issued by the
Federal  Communications  Commission  ("FCC"),  of television  broadcast  station
WICS-TV,  Channel  20,  Springfield,  Illinois  ("WICS"),  television  broadcast
station  WICD-TV,  Channel  15,  Champaign,  Illinois  ("WICD")  and  television
broadcast  station  KGAN-TV,  Channel 2, Cedar Rapids,  Iowa ("KGAN")  (each,  a
"Station" and collectively, the "Stations");

     WHEREAS, Programmer and Owner entered into a Purchase Agreement dated
as of March 5, 1999 (the  "Purchase  Agreement"),  pursuant  to which  Owner has
agreed to sell and  Programmer  has agreed to acquire  substantially  all of the
assets of the Stations (the "Assets"),  including,  without limitation,  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;

     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; and

     WHEREAS, all capitalized terms used herein but not otherwise defined
have the meaning ascribed to such terms in the Purchase Agreement.


<PAGE>

                                   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  Stations  as set  forth  in this  Agreement.
Programmer  shall  deliver such  programming,  at its expense,  to the Stations'
transmitters  or other  authorized  remote control  points  designated by Owner.
Programmer  shall provide such  programming of Programmer's  selection  complete
with commercial  matter,  news, public service  announcements and other suitable
programming to the Stations for at least one hundred  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 Stations without interruption, deletion, or addition of
any kind.  Owner may use such time as Owner may  require up to two (2) hours per
week, for the broadcast of its own regularly-scheduled news, public affairs, and
other nonentertainment  programming on the Stations, to be scheduled at mutually
agreeable times. 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 Stations for Programmer's account.

     1.2 Term.  This  Agreement  shall  commence on the date of the  Non-License
Transfer as contemplated in the Purchase  Agreement (the "Effective  Date"), and
end on the Closing Date (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,   including
specifically,  control  over the  personnel,  programming  and  finances  of the
Stations.

     (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
Stations'  transmitting or studio equipment and the other Assets, and (iv) other
administrative  or  operational  functions as Owner and Programmer may agree to,
consistent with


                                      -2-

<PAGE>

FCC rules and  regulations  relating to time  brokerage  agreements.  Programmer
shall  provide and perform  Programmer's  obligations  hereunder,  including all
related services,  diligently and in a manner consistent with broadcast industry
practices.

     (c) 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.  During the Term, Programmer shall be responsible for
and shall  reimburse  Owner  within  fifteen  (15) days  following  receipt of a
request for reimbursement by Owner for any direct  out-of-pocket  costs incurred
by Owner as necessary to preserve and maintain the FCC Licenses and other Assets
of the Stations then owned by Owner (including the expenses of Owner as a result
of Section 2.1(c) above).

     2.3 Consideration.

     (a) Monthly Fee. 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  2.3 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  2.3 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 number of minutes of Programmer's programming preempted by Owner during such
month and the denominator of which is one hundred sixty-six (166).

     (b) Expense Reimbursement. On the fifteenth (15th) day of each month during
the Term, Programmer shall reimburse Owner for the salaries of the two employees
retained by Owner at each Station.

     SECTION 3 STATION PUBLIC INTEREST OBLIGATIONS.

     3.1  Owner  Authority.   Owner  shall  be  responsible  for  the  Stations'
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 to assist Owner
in maintaining the Stations'  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  Stations'  communities  of
license  and  service  area.  From time to time  Owner  shall  air,  or if Owner
requests, Programmer shall air, programming on issues of importance to the local
community.  Nothing in this Agreement  shall abrogate or limit the  unrestricted
authority of Owner to discharge Owner's  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,  for


                                      -3-

<PAGE>

taking any action that Owner 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  Stations,  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.  In all such cases,  Owner  shall use  Owner's  commercially
reasonable  efforts  to  provide  Programmer  notice  of  Owner's  intention  to
interrupt Programmer's programming.  Owner shall coordinate with Programmer each
Station's hourly station  identification and any other announcements required to
be aired by FCC rules or  regulations.  Owner shall (a) continue to maintain and
staff a main studio in  compliance  with the rules of the FCC, (b) maintain each
Station's  local  public  inspection  file within each  Station's  community  of
license or at each  Station's  main  studio,  and (c)  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 each Station's  quarterly issues
and program  lists and FCC Form 398.  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 the Stations' compliance
with any other laws, rules,  regulations or policies applicable to the Stations'
operation.  Owner shall also maintain the station  logs,  receive and respond to
telephone  inquiries,  and control and oversee any remote  control point for the
Stations.






                                       -4-

<PAGE>

     SECTION 4 STATION PROGRAMMING & OPERATIONAL 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 in order to comply with the rules and  regulations of the FCC by Owner upon
written 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
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 reasonable  discretion,  unsatisfactory
or  unsuitable or contrary to the public  interest,  or does not comply with the
Policy  Statement  Owner may, upon written  notice to Programmer  (to the extent
time permits such notice), and without any liability or obligation to Programmer
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  to delete any
material  contained  in  any  programming  or  commercial  matter  furnished  by
Programmer for broadcast  over the Stations 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  to broadcast  Owner's own  programming  in place of such deleted
material.

     4.3 [INTENTIONALLY OMITTED].

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


                                      -5-

<PAGE>

     4.5 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.

     4.6 Payola/Plugola. In order to enable Owner to fulfill Owner's obligations
under Section 317 of the Act, Programmer,  in compliance with Section 507 of the
Act,  will, in advance of any scheduled  broadcast by the Stations,  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.

     4.7 Programmer  Compliance  with Copyright Act.  Programmer  represents and
warrants that  Programmer  will have full authority to broadcast the programming
on the Stations;  that Programmer  shall not broadcast any material in violation
of the  Copyright  Act;  and 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.

     SECTION 5 TERMINATION.

     5.1 Termination by Programmer.

     Unless terminated pursuant to the provisions of Section 1.2, this Agreement
may be terminated by Programmer by written notice to Owner, if Programmer is not
then in material default or breach hereof,  upon the occurrence of either of the
following:

     (a)  five (5)  days  following  the  date of  termination  of the  Purchase
Agreement; or

     (b) Owner is in  material  breach of  Owner's  representations  or  Owner's
material obligations hereunder or under the Purchase Agreement and has failed to
cure such breach within thirty (30) days of written notice from Programmer.

     5.2 Termination by Owner.  Unless terminated  pursuant to the provisions of
Section 1.2, this  Agreement  may be  terminated  by Owner 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)  five (5)  days  following  the  date of  termination  of the  Purchase
Agreement; or


                                      -6-

<PAGE>

     (b) Programmer is in material  breach of  Programmer's  representations  or
Programmer's  material obligations hereunder or under the Purchase Agreement and
has failed to cure such breach within thirty (30) days of notice from Owner.

     5.3 Termination.  If not otherwise earlier terminated,  this Agreement will
terminate, upon the first to occur of any of the following:

     (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,  unless as a result of actions taken
by Programmer in violation of the terms hereof;

     (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; or

     (c) the mutual, written consent of both parties.

     5.4   Severability.   The  parties  hereto  intend  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 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.

     5.5 Force Majeure.  Any failure or impairment of the 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, restrictions
by any governmental authority, civil riot, floods or any other similar 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.

     5.6 Insurance; Risk of Loss.

     (a) From the date hereof through the end of the Term,  Owner shall maintain
with  reputable  insurance  companies   reasonably   acceptable  to  Programmer,
commercially  reasonable  amounts of insurance as is  conventionally  carried by
broadcasters operating television


                                      -7-

<PAGE>


stations in the area comparable to those of the Stations,  including replacement
cost insurance and general liability  insurance,  with respect to the Assets and
shall cause Programmer to be named as an additional insured on Owner's policies.
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 Stations ("Risk of Loss") shall be borne by Owner at all times
throughout  the Term,  to the extent  of,  but solely to 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.  The Risk of Loss beyond that
specifically  borne by the Owner in accordance  with the  immediately  preceding
sentence  shall  be borne by  Programmer.  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) From the date  hereof  through  the end of the Term,  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, including broadcast liability insurance,  naming Owner as an
additional insured, and general comprehensive insurance, also naming Owner as an
additional insured, each with a commercially reasonable amount of coverage as is
conventionally carried by broadcasters operating television stations in the area
comparable to those of the Stations.  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 throughout the Term.

     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  representation,  covenant,  agreement or other
obligation of Programmer  contained in this  Agreement,  (b) any action taken by
Programmer or Programmer's employees and agents with respect to the Stations, or
any  failure by  Programmer  or  Programmer's  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  by  Programmer
(except where Damages are caused by Owner's  negligence,  recklessness,  willful
misconduct,  or a breach of Owner's  representations  or obligations  under this
Agreement or the Purchase Agreement) from and after the date of this Agreement.


                                      -8-

<PAGE>


     6.2  Indemnification  by Owner.  Owner shall  indemnify  and hold  harmless
Programmer  from and against any and all Damages  arising or  resulting  from or
relating to (a) Owner's  breach of any  representation,  covenant,  agreement or
other  obligation of Owner contained in this Agreement,  (b) any action taken by
Owner or Owner's  employees  and agents  with  respect to the  Stations,  or any
failure by Owner or Owner's 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 Owner or Owner's broadcast and
sale of advertising  time on the Stations,  or (c) the business or operations of
the  Stations  by  Owner  (except  where  Damages  are  caused  by  Programmer's
negligence,  recklessness,  willful  misconduct,  or a  breach  of  Programmer's
representations  or obligations under this Agreement or the Purchase  Agreement)
from and after the date of this Agreement.

     6.3  Indemnification  Procedure.  Neither  Owner  nor  Programmer  shall be
entitled to  indemnification  pursuant to this Section 6.3 unless (a) 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 and (b) such claim,  in the aggregate with all other claims made by
such party under this Agreement and the Purchase Agreement,  exceeds Two Hundred
Thousand Dollars ($200,000),  and then only to the extent of the excess over the
amount of One Hundred Thousand Dollars ($100,000);  provided,  however, that the
aggregate  dollar  amount  of  claims  under  this  Agreement  and the  Purchase
Agreement shall not exceed Three Million Dollars ($3,000,000).  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 such  Indemnitor's  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 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 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.


                                      -9-

<PAGE>

     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 defenses
based upon the passage of time, that are applicable to such nonarbitrable 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; provided, in advance of
the commencement of any arbitration each of the parties agrees to participate in
a non-binding mediation effort (not to exceed thirty (30) days) in an attempt to
resolve such controversy,  claim or dispute. 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 (a) are on the AAA's Large,  Complex Case Panel,  (b) 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 (c) are experienced in matters involving the broadcasting industry.

     The  arbitration  hearing  shall  be held in  Washington,  D.C.  and  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 (a) 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 (b) the
arbitrators  shall  limit  the  presentation  of  evidence  by each side in such
arbitration  to not more than ten (10) full days'  (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 (90) 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 (90) day period.  The parties hereto further agree
that if any of the rules of the AAA are  contrary to or in 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


                                      -10-

<PAGE>

such rules shall be modified in 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 in the State of New York, and shall
render their decision in writing and include in such decision a statement of 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.

     6.5 Damages; Specific Performance.

     (a) In the  event of a  material  breach  by Owner of  Owner's  obligations
hereunder,  Programmer shall be entitled to seek monetary damages against Owner.
The parties recognize, however, that given the unique nature of the Stations 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,  as an  alternative  to the  right to seek and  collect
monetary damages, to obtain specific performance of the terms of this Agreement.

     (b) In the event of a  material  breach by  Programmer  of its  obligations
hereunder, Owner shall be entitled to seek monetary damages against Programmer.

     SECTION 7 REPRESENTATIONS, WARRANTIES, AND COVENANTS.

     7.1 Representations,  Warranties, and Covenants of Owner. Owner represents,
warrants, and covenants that:

     (a) Owner is legally  qualified,  empowered,  and  authorized to enter into
this Agreement,  and that the execution,  delivery and performance  hereof shall
not  constitute  a breach  or  violation  of any  agreement,  contract  or other
obligation to which Owner is subject or by which Owner is bound.

     (b) Owner is now,  and for so long as this  Agreement  shall be in  effect,
will be the holder of the FCC Licenses necessary for the operation of WICS, WICD
and KGAN as then being operated.

     (c)  Owner  does  not  know  of any  current  or  prospective  governmental
investigation having a material adverse effect on the Stations, their properties
or business.

     (d) As of this date, Owner does not know of any facts which would cause the
Commission to refuse to renew the FCC Licenses.

     (e) Owner shall not take any action or omit to take any action  which would
have a materially  adverse impact upon Owner,  the Assets,  the Stations or upon
Owner's ability to perform this Agreement.


                                      -11-

<PAGE>

     (f) This Agreement  constitutes the legal,  valid and binding obligation of
Owner,  enforceable in accordance with its terms,  except to the extent that the
enforcement   thereof   may   be   limited   by  (i)   bankruptcy,   insolvency,
reorganization,  moratorium,  or similar  law  affecting  creditors'  rights and
remedies generally, and (ii) general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).

     7.2  Representations,  Warranties and Covenants of  Programmer.  Programmer
represents, warrants, and covenants that:

     (a)  Programmer is legally  qualified,  empowered,  and authorized to enter
into this Agreement,  and that the execution,  delivery and  performance  hereof
shall not constitute a breach or violation of any  agreement,  contract or other
obligation to which Programmer is subject or by which Programmer is bound.

     (b) This Agreement  constitutes the legal,  valid and binding obligation of
Programmer,  enforceable in accordance with its terms, except to the extent that
the  enforcement   thereof  may  be  limited  by  (i)  bankruptcy,   insolvency,
reorganizations,  moratorium  or similar laws  affecting  creditors'  rights and
remedies generally, and (ii) general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).

     SECTION 8: MISCELLANEOUS.

     8.1  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 to any reputable  broadcasting  entity  provided,  that (a)
Programmer  gives  Owner  written  notice  of  any  such  assignment;  (b)  such
assignment shall not relieve Programmer of any of its obligations or liabilities
hereunder; and (c) such assignment would not violate any applicable laws, rules,
regulations  or  policies  of  any  applicable  governmental  authority.  It  is
understood  and agreed that nothing  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  permitted
assigns.

     8.2 Entire  Agreement;  Amendments.  This Agreement  constitutes the entire
agreement  between the parties  hereto with respect to the subject matter hereof
and,  except  for the  Purchase  Agreement,  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.


                                      -12-

<PAGE>

     8.3  Further  Assurances.  Owner  and  Programmer  shall  use  commercially
reasonable  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
documents  and take such other  actions as either  party hereto  reasonably  may
request to effectuate such intent.

     8.4   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.

     8.5 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  receipt is  confirmed  by
facsimile  transmission,  five (5) days after deposited in the mail, first class
postage prepaid, addressed as follows:

                  (a)      If the notice is to Programmer:

                           STC Broadcasting, Inc.
                           3839 4th Street North
                           Suite 420
                           St. Petersburg, Florida  33703
                           Attn:    David Fitz
                           Fax:     (727) 821-8092

                           with copies (which shall not constitute notice) to:

                           Hogan & Hartson L.L.P.
                           8300 Greensboro Drive
                           Suite 1100
                           McLean, Virginia  22102
                           Attn:    Richard T. Horan, Jr., Esq.
                           Fax:     (703) 610-6200

                           and to:

                           Hicks, Muse, Tate & Furst Incorporated
                           200 Crescent Court
                           Suite 1600
                           Dallas, Texas  75201
                           Attn:    Lawrence D. Stuart, Jr.
                           Fax:     (214) 740-7355


                                      -13-

<PAGE>

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

                  (b)      If to Owner:

                           Sinclair Broadcast Group, Inc.
                           2000 West 41st Street
                           Baltimore, Maryland  21211
                           Attn:    David D. Smith, President
                           Fax:     (410) 467-5043

                           with copies (which shall not constitute notice) to:

                           Thomas & Libowitz, P.A.
                           100 Light Street
                           Suite 1100
                           Baltimore, Maryland  21202
                           Attn:    Steven A. Thomas, Esq.
                           Fax:     (410) 752-2046

                           and to:

                           Sinclair Communications, Inc.
                           2000 West 41st Street
                           Baltimore, Maryland 21211
                           Attn:  General Counsel
                           Fax:     (410) 662-4707

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

     8.6  Governing  Law.  This  Agreement  shall be governed  and  construed in
accordance with the laws of the State of New York,  without regard to its choice
of law rules  (other than  Section  5-1401 of the New York  General  Obligations
Law).

     8.7 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.

     8.8 No Joint Venture or Partnership. Programmer shall act as an independent
contractor  in rendering  its services  hereunder.  Neither party shall have any
power or  authority to act for or on behalf of the other or to bind the other 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.

     8.9  Mandatory  Carriage/Retransmission  Consent.  Owner shall consult with
Programmer  prior to  making  any  election  of  mandatory  carriage  rights  or
retransmission  consent


                                      -14-

<PAGE>

pursuant to Section 76.64 of the FCC's rules and  regulations and the provisions
of the Cable Television Consumer Protection and Competition Act of 1992.

     8.10  Digital  Spectrum.  The FCC has  authorized  an  additional  6 MHZ of
spectrum for digital  television  service ("DTV  Spectrum") to Owner for each of
its Stations. Programmer shall have the right to utilize the Digital Spectrum in
accordance  with the rules and regulations of the FCC. In the event that the FCC
assesses  Owner with any spectrum  fees or other  charges for the use of the DTV
Spectrum  by  Programmer,  Programmer  agrees  to  reimburse  Owner for such FCC
spectrum fees or other charges.

     8.11 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.




                                      -15-

<PAGE>



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



                                           PROGRAMMER:

                                           STC BROADCASTING, INC.



                                           By:_____________________________
                                           Name:___________________________
                                           Title:__________________________


                                           OWNER:

                                           [SINCLAIR COMMUNICATIONS, INC.]



                                           By:_____________________________
                                           Name:___________________________
                                           Title:__________________________


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