Second Amended and Restated

                             Partnership Agreement



                                      For


                       California Newspapers Partnership
                         A Delaware General Partnership

                                  By and Among

                            West Coast MediaNews LLC

                             Donrey Newspapers LLC

                 The Sun Company of San Bernardino, California

                          California Newspapers, Inc.

                             Media West--SBC, Inc.

                                      And

                             Media West--CNI, Inc.





                                                                    May 30, 2003

<PAGE>

                               TABLE OF CONTENTS


                             ARTICLE I DEFINITIONS


                           ARTICLE II THE PARTNERSHIP

2.1    Formation...............................................................6
2.2    Name....................................................................6
2.3    Business Purpose........................................................6
2.4    Registered Office and Agent.............................................6
2.5    Term....................................................................6
2.6    Principal Place of Business.............................................6
2.7    Title to Partnership Property...........................................6
2.8    The Partners............................................................7
2.9    Fiscal Year.............................................................7
2.10   Representations and Warranties of the Parties...........................7

              ARTICLE III CAPITAL STRUCTURE AND CONTRIBUTIONS

3.1    Capital Contributions...................................................8
3.2    No Other Mandatory Capital Contributions...............................10
3.3    No Right of Withdrawal.................................................10
3.4    Loans by Third Parties.................................................10

       ARTICLE IV CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES

4.1    Capital Accounts.......................................................10
4.2    Book Allocation........................................................10
4.3    Tax Allocations........................................................11

                          ARTICLE V DISTRIBUTIONS

5.1    Distributions..........................................................12

                     ARTICLE VI ACCOUNTING AND REPORTS

6.1    Books and Records......................................................13
6.2    Reports to Partners....................................................13
6.3    Annual Tax Returns.....................................................14
6.4    Actions in Event of Audit..............................................15
6.5    Tax Elections..........................................................15

                      ARTICLE VII ACTIONS BY PARTNERS

7.1    Consents and Other Actions by Sun, California Newspapers,
       MWSB and MWCNI.........................................................15
7.2    Meetings...............................................................16

<PAGE>

7.3    Actions by the Partners................................................16

                          ARTICLE VIII MANAGEMENT

8.1    The Management Committee...............................................16
8.2    Removal of Members; Vacancies..........................................16
8.3    Meetings of the Management Committee; Notice...........................17
8.4    Quorum.................................................................17
8.5    Voting.................................................................17
8.6    Certain Matters Requiring a Unanimous Vote of the Management
       Committee..............................................................17
8.7    Action by Consent......................................................19
8.8    Executive Officers.....................................................19
8.9    Provision of Services to Partnership by MediaNews......................20

        ARTICLE IX TRANSFER OF PARTNERSHIP INTERESTS; ADDITIONAL AND
                            SUBSTITUTE PARTNERS

9.1    Prohibited Transfers...................................................20
9.2    Permitted Transfers by Partners........................................20
9.3    Substitute Partner.....................................................21
9.4    Involuntary Withdrawal by a Partner....................................21
9.5    Right of First Refusal for Sale of Partnership Interests...............21
9.6    Tag-Along Rights Regarding Sales of Partnership Interests..............23
9.7    West Coast MediaNews Drag-Along Rights.................................24
9.8    Admission of Additional Partners.......................................25
9.9    Donrey Put Option......................................................25
9.10   Reserved...............................................................27
9.11   Partnership Call Option Re Section 9.9 Put Option......................27
9.12   Acknowledgment of Pledges of Interests.................................27

                   ARTICLE X DISSOLUTION AND LIQUIDATION

10.1   Dissolution............................................................28
10.2   Election to Continue the Business......................................29
10.3   Closing of Affairs.....................................................29

                     ARTICLE XI AMENDMENT TO AGREEMENT


                        ARTICLE XII INDEMNIFICATION

12.1   General................................................................30
12.2   Indemnification Obligations............................................30
12.3   Exclusive Remedy.......................................................31
12.4   Third Party Claims.....................................................31
12.5   Other Indemnification Claims...........................................33


<PAGE>

                      ARTICLE XIII GENERAL PROVISIONS

13.1   Mediation..............................................................33
13.2   Notices................................................................33
13.3   Confidentiality........................................................34
13.4   Entire Agreement, Etc..................................................34
13.5   Construction Principles................................................35
13.6   Counterparts...........................................................35
13.7   Severability...........................................................35
13.8   Expenses...............................................................35
13.9   Governing Law..........................................................35
13.10  Binding Effect.........................................................35
13.11  Additional Documents and Acts..........................................35
13.12  No Third Party Beneficiary.............................................35
13.13  Formation of Subsidiary Limited Partnership............................35


                                    EXHIBITS

Exhibit 1 Schedule of Certain Partnership Assets and Liabilities  Transferred to
          Subsidiary Limited Partnership.



<PAGE>

               SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT

                                      FOR

                       California Newspapers Partnership
                         A Delaware General Partnership



     THIS SECOND  AMENDED  AND  RESTATED  PARTNERSHIP  AGREEMENT  of  California
Newspapers  Partnership,  a Delaware general  partnership (the "Partnership") is
made and entered  into as of this 30th day of May,  2003 by and among West Coast
MediaNews LLC, a Delaware limited  liability  company ("West Coast  MediaNews"),
Donrey Newspapers LLC, an Arkansas limited liability company ("Donrey"), The Sun
Company  of  San  Bernardino,  California,  a  California  corporation  ("Sun"),
California Newspapers, Inc., a California corporation ("California Newspapers"),
Media West--SBC, Inc., a Delaware corporation ("MWSB"), Media West--CNI, Inc., a
Delaware corporation ("MWCNI," with Sun, California  Newspapers,  MWSB and MWCNI
being  sometimes  hereinafter  collectively  referred to as "Gannett")  and each
other  individual or business  entity who may hereafter be admitted from time to
time as a Partner  hereunder.  West Coast  MediaNews,  Donrey,  Sun,  California
Newspapers,  MWSB and MWCNI  and any other  individual  and/or  business  entity
subsequently  admitted  shall be  known as and  referred  to as  "Partners"  and
individually as a "Partner".


                                    RECITALS


     WHEREAS, the Partnership was formed as a general partnership under the laws
of the State of Delaware as of March 31, 1999;

     WHEREAS, a Partnership  Agreement was entered into by West Coast MediaNews,
Donrey,  Sun and MWSB dated as of March 31, 1999 and was  amended  and  restated
pursuant to an Amended and Restated Partnership  Agreement dated as of September
30, 2000 (as so amended, the "Partnership Agreement"); and

     WHEREAS,  the Partners  desire to further amend and restate the Partnership
Agreement as of the date hereof;

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
expressed, the Partners agree as follows:

<PAGE>

                                   ARTICLE I
                                  DEFINITIONS


     "ADDITIONAL   CAPITAL   CONTRIBUTIONS"   means   any   additional   Capital
Contributions made pursuant to Section 3.1(b) of this Agreement.

     "ADDITIONAL  CONTRIBUTION  TERMS" shall have the meaning  ascribed to it in
Section 3.1(b) of this Agreement.

     "ADDITIONAL   PARTNER"  means  any  additional   person   admitted  to  the
Partnership,  pursuant to Section 9.8 of this Agreement,  but does not include a
Substitute Partner.

     "AFFILIATE"  means any person controlled by,  controlling,  or under common
control with the entity in question.

     "BOOK  VALUE"  means,  with  respect to any asset of the  Partnership,  the
adjusted  basis of such asset as of the  relevant  date for  federal  income tax
purposes, except as follows:

               (i)  the initial Book Value of any asset contributed by a Partner
to the Partnership shall be the fair market value of such asset;

               (ii) the  Book  Values  of  all  Partnership   assets  (including
intangible  assets such as goodwill) shall be adjusted to equal their respective
fair market values as of the following times:

                    (A)  the  acquisition  of  an  additional  Interest  in  the
Partnership  by any new or  existing  Partner  in  exchange  for more  than a DE
MINIMIS Capital Contribution;

                    (B) the  distribution  by the  Partnership  to a Partner of
more than a DE MINIMIS amount of money or Partnership  property as consideration
for an Interest in the Partnership; and

                    (C)  the liquidation of the  Partnership  within the meaning
of Regulation section 1.704-1(b)(2) (iv)(f)(5)(ii);

               (iii) the Book Value of the Partnership assets shall be increased
(or  decreased) to reflect any  adjustments to the adjusted basis of such assets
pursuant to Code section 734(b) or Code section  743(b),  but only to the extent
that such  adjustments  are taken into account in determining  Capital  Accounts
pursuant to Regulation section 1.704-1(b)(2)(iv)(m); and

               (iv) if the  Book  Value  of an  asset  has  been  determined  or
adjusted  pursuant to subsection (i), (ii) or (iii) above, such Book Value shall
thereafter  be adjusted by the  Depreciation  taken into account with respect to
such  asset for  purposes  of  computing  Profits  and  Losses  and other  items
allocated pursuant to Section 4.2.

<PAGE>

     The  foregoing  definition  of Book Value is  intended  to comply  with the
provisions of Regulation section  1.704-1(b)(2)(iv) and shall be interpreted and
applied consistently therewith.

     "BUSINESS DAY" means any day (other than a day which is a Saturday,  Sunday
or legal holiday in the State of California).

     "BUSINESS  PLAN" means the business plan for the Partnership for the period
ending June 30, 1999,  substantially  in the form attached  hereto as Exhibit A,
and as adopted annually thereafter by the Management Committee.

     "CAPITAL ACCOUNT" means, for each Partner,  the capital account  maintained
by the Partnership for such Partner as described in Section 4.1.

     "CAPITAL  CONTRIBUTION"  means the  amount of money and the other  property
(net of any liabilities  that the  Partnership is considered to assume,  or take
subject to, pursuant to Code Section 752, except to the extent such  liabilities
are in fact  discharged by the Partners  contributing  such  property)  which is
contributed  by a Partner to the  Partnership  pursuant  to Article  III hereof,
including Additional Capital Contributions.

     "CAPITAL EXPENDITURE" means all expenditures of a capital nature, including
those in relation to the construction of enlargements or additions to any of the
assets or facilities  owned by the Partnership or for any other  acquisitions or
improvements  thereto  of  a  capital  nature,  including,  without  limitation,
expenditures  for  materials,   labor,   equipment  permits,   consulting  fees,
accounting  and legal fees,  insurance  costs,  contractors'  fees, and land and
easement costs.

     "CODE" means the Internal Revenue Code of 1986, as currently amended.

     "CONTRIBUTION  AGREEMENT" means that  contribution  agreement  described in
Section 3.1 of the Agreement.

     "DEPRECIATION" means, for each Fiscal Year or part thereof, an amount equal
to the depreciation,  amortization,  or other cost recovery deduction  allowable
for federal income tax purposes with respect to an asset for such Fiscal Year or
part  thereof,  except  that if the  Book  Value of an  asset  differs  from its
adjusted basis for federal income tax purposes,  the depreciation,  amortization
or other cost  recovery  deduction for such Fiscal Year or part thereof shall be
an amount  which bears the same ratio to such Book Value as the  federal  income
tax depreciation,  amortization or other cost recovery deduction for such Fiscal
Year or part thereof bears to such adjusted tax basis.  If such asset has a zero
adjusted  tax basis,  the  depreciation,  amortization  or other  cost  recovery
deduction  for each Fiscal Year shall be  determined  under a method  reasonably
selected by the Tax Matters Partner.

<PAGE>

     "EXECUTIVE  OFFICERS" means the following officers of the Partnership:  its
president and chief executive  officer,  chief  financial  officer and any other
individual who would be an "executive  officer" of the Partnership as determined
in accordance with Rule 3b-7  promulgated  under the Securities  Exchange Act of
1934.

     "FAIR  MARKET  VALUE  OF  THE  OFFERED  INTEREST"  is  defined  in  Section
9.5(f)(ii).

     "FISCAL  YEAR"  means the  fiscal  year of the  Partnership  as  defined in
Section 2.9 hereof.

     "FORMATION DATE" means March 31, 1999.

     "GAAP" means generally accepted  accounting  principles,  as in effect from
time to time.

     "INDEBTEDNESS"  means  those  obligations  for  borrowed  money  which were
assumed by the  Partnership  as a  consequence  of, or to which  property of the
Partnership  was subject  immediately  following the Partner's  initial  Capital
Contributions, within the meaning of Section 3.1(a) hereof and any obligation of
a  Partner  to pay money  which has been  assumed  by the  Partnership  with the
exception of any of the foregoing such obligations which are included on:

     (i)  the  working  capital  statement  described  in  Section  4.5  of  the
          Contribution  Agreement  dated as of March 3, 1999 by and among Garden
          State  Newspapers,  Inc. Alameda  Newspapers,  Inc., V & P Publishing,
          Inc., Internet Media Publishing,  Inc., DR Partners, Media West - SBC,
          Inc. and The Sun Company of San Bernardino, California; or

     (ii) the Gannett  Newspapers  Working  Capital  Statement as defined in the
          Contribution  Agreement  dated as of  September  15, 2000 by and among
          California  Newspapers,  Inc.,  Media  West-CNI,  Inc. and  California
          Newspapers Partnership.

     "INTEREST"  means,  with respect to any Partner at any time, such Partner's
entire beneficial ownership interest in the Partnership and its property at such
time,  including such  Partner's  Capital  Account,  voting rights (if any), and
right to share in Profits and Losses, all items of income, gain, loss, deduction
and credit, distributions and all other benefits of the Partnership as specified
in this Agreement,  together with such Partner's  obligations to comply with all
of the terms of this Agreement.

     "INVOLUNTARY  TRANSFER" shall have the meaning  ascribed thereto in Section
9.4.

<PAGE>

     "MAJORITY"   means  the  Partners  having  a  majority  of  the  Percentage
Interests.

     "PERCENTAGE  INTEREST" means, for each Partner,  such Partner's  percentage
interest as set forth in Section 3.1 hereof as such may be adjusted from time to
time in accordance with this Agreement.

     "PROFITS" and "LOSSES"  means,  for each Fiscal Year or part  thereof,  the
taxable  income or loss of the  Partnership  for such Fiscal Year  determined in
accordance  with Code  section  703(a) (for this  purpose,  all items of income,
gain,  loss or  deduction  required  to be stated  separately  pursuant  to Code
section  703(a)(1)  shall be  included  in  taxable  income or  loss),  with the
following adjustments:

               (i)  any income of the  Partnership  that is exempt from  federal
income tax shall be added to such taxable income or loss;

               (ii) any  expenditures  of  the  Partnership  described  in  Code
section   705(a)(2)(B)  or  treated  as  such  pursuant  to  Regulation  section
1.704-1(b)(2)(iv)(I) shall be subtracted from such taxable income or loss;

               (iii) any Depreciation for such Fiscal Year or part thereof shall
be taken into account in lieu of the  depreciation,  amortization and other cost
recovery deductions taken into account in computing such taxable income or loss;

               (iv) gain or loss resulting  from any  disposition of Partnership
property with respect to which gain or loss is recognized for federal income tax
purposes  shall be computed  with  reference  to the Book Value of the  property
disposed of, rather than the adjusted tax basis of such property;

               (v)  in the  event  the Book  Value of any  Partnership  asset is
adjusted  pursuant  to  section  (ii) or (iii) of the  definition  of Book Value
hereof,  the amount of such  adjustment  shall be taken into  account as gain or
loss from the  disposition of such assets for purposes of computing  Profits and
Losses; and

               (vi) such  taxable  income or loss shall be deemed not to include
any income,  gain, loss,  deduction or other item thereof allocated  pursuant to
Section 4.3.

     "REGULATIONS"  means the income tax regulations  promulgated under the Code
by the Department of the Treasury,  as such regulations may be amended from time
to time.

     "SUBSTITUTE  PARTNER"  means a person who has become a  substitute  Partner
pursuant to Section 9.3 hereof, but does not include an Additional Partner.

     "TRANSFER"  means  any  sale,  assignment,   gift,  alienation,   or  other
disposition,  whether  voluntary  or by  operation of law (other than a transfer
which may arise by reason of death or incapacity), of an interest or any portion
thereof,  but shall not  include  any  pledge,  hypothecation  or  granting of a
security interest in such Interest.

<PAGE>

     "TRANSFEREE" means a purchaser, transferee, assignee (other than collateral
assignees) or any other person who takes,  in accordance  with the terms of this
Agreement, an Interest in the Partnership.


                                   ARTICLE II
                                THE PARTNERSHIP


     2.1  FORMATTION. The parties hereto have formed a partnership in accordance
with the further terms and provisions hereof. Each of the Partners shall execute
or cause to be executed from time to time all other  instruments,  certificates,
notices  and  documents,  and  shall do or  cause  to be done  all such  filing,
recording,  publishing  and other acts,  in each case,  as may be  necessary  or
appropriate from time to time to comply with all applicable requirements for the
formation and/or operation and, when  appropriate,  termination of a partnership
in the State of Delaware and all other jurisdictions where the Partnership shall
desire to conduct its business.

     2.2  NAME.  The name of the  Partnership  shall be  "California  Newspapers
Partnership"  and its  business  shall be  carried  on in this  name  with  such
variations and changes as the Management Committee, in its sole judgment,  deems
necessary or appropriate to comply with the requirements of the jurisdictions in
which the Partnership's operations are conducted.

     2.3  BUSINESS  PURPOSE.  The purpose of the  Partnership is to carry on any
lawful  business  and to  engage  in any  lawful  act or  activity  for  which a
partnership  may be formed  under the laws of the State of  Delaware;  provided,
HOWEVER,  that the  business of the  Partnership  shall,  without the  unanimous
consent of the  Management  Committee,  be limited to  activities  involving the
ownership,  operation,  and  publication  (in  printed and  electronic  form) of
newspapers and related  publications and business activities directly related or
incidental to such  ownership,  operation  and  publication  including,  without
limitation, commercial printing, alternate distribution services and direct mail
activities.

     2.4  REGISTERED  OFFICE AND AGENT. The registered office of the Partnership
in the State of Delaware and its registered  agent for service of process on the
Partnership  in the State of Delaware  shall be as determined by the  Management
Committee.

     2.5  TERM.  The term of the  Partnership  commenced  on March 31, 1999 (the
"Formation  Date") and shall  continue  until  December 31, 2048 unless  earlier
dissolved and liquidated in accordance with Article XI hereof.

     2.6  PRINCIPAL  PLACE OF  BUSINESS.  The  Partnership  shall  maintain  its
principal place of business at 21221 Oxnard Street,  Woodland Hills,  California
91367 or such other location or locations as the  Management  Committee may from
time to time select.

     2.7  TITLE TO  PARTNERSHIP  PROPERTY.  Except as shown in Schedule B, legal
title to all property of the  Partnership  other than leased  property  shall be
held and conveyed in the name of the Partnership.

<PAGE>

     2.8  THE  PARTNERS.  The name and place of  residence of each Partner is as
follows:


NAME                                         RESIDENCE

West Coast MediaNews                         c/o MediaNews Group, Inc.
                                             1560 Broadway, Suite 2100
                                             Denver, CO 80202

Donrey                                       c/o Stephens Group, Inc.
                                             11 Center Street, Suite 2500
                                             Little Rock, AR 72201-4430

Sun                                          c/o Gannett Co., Inc.
                                             7950 Jones Branch Drive
                                             McLean, VA 22107

California Newspapers                        c/o Gannett Co., Inc.
                                             7950 Jones Branch Drive
                                             McLean, VA 22107

MWSB                                         50 W. Liberty Street
                                             Suite 802
                                             Reno, NV 89501

MWCNI                                        50 W. Liberty Street
                                             Suite 802
                                             Reno, NV 89501

     2.9  FISCAL YEAR. Unless the Tax Matters Partner shall otherwise  determine
in accordance  with Section 706 of the Code, the fiscal year of the  Partnership
shall  end on  June  30 of  each  year,  and  the  initial  Fiscal  Year  of the
Partnership shall commence on the Formation Date and end on June 30, 1999.

     2.10 REPRESENTATIONS  AND  WARRANTIES  OF THE PARTIES.  Each of the parties
represents and warrants that:

          (a)  It  is  a  corporation  or  limited  liability  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its organization;

          (b)  It has all  requisite  power  and  authority  to enter  into this
Agreement;  the execution  and delivery by such party of this  Agreement and the
consummation  by such party of the  transactions  contemplated  hereby have been
duly authorized by all necessary corporate action on the part of such party; and
this  Agreement  has been duly and validly  executed and delivered by such party
and  constitutes  (assuming  the due and valid  execution  and  delivery of this

<PAGE>

Agreement by the other parties), the legal, valid and binding obligation of each
party, enforceable against each party in accordance with its terms;

          (c)  Except  as set  forth in  Schedule  2.10(c)  hereto,  there is no
litigation  pending or, to the best knowledge of such party,  threatened against
such  party  which has a  reasonable  likelihood  of  materially  and  adversely
affecting the  operations,  properties or business of the  Partnership or any of
such party's obligations under this Agreement;

          (d)  The  execution,  delivery and  performance  by such party of this
Agreement will not, as of and after the Closing Date,  result in a breach of any
of the terms, provisions or conditions of any agreement to which such party is a
party which has a reasonable  likelihood of materially  and adversely  affecting
the  operations,  properties  or business  of the  Partnership  or such  party's
obligations under this Agreement;

          (e)  The  execution  and delivery by such party of this  Agreement and
the  formation  of the  Partnership  does not require any filing by it with,  or
approval or consent of, any  governmental  authority  which has not already been
made.


                                  ARTICLE III
                       CAPITAL STRUCTURE AND CONTRIBUTIONS

     3.1  CAPITAL CONTRIBUTIONS.

          (a)  INITIAL CONTRIBUTIONS.  Each of West Coast MediaNews, Donrey, Sun
and  MWSB has made (or  will  cause to be made) a  Capital  Contribution  to the
Partnership  as set  forth in the  Contribution  Agreement  among  Garden  State
Newspapers,  Inc., Alameda Newspapers,  Inc., V&P Publishing, Inc., and Internet
Media  Publishing,  Inc.  (on behalf of West Coast  MediaNews),  DR Partners (on
behalf of Donrey),  Sun and MWSB,  dated as of March 3, 1999 (the  "Contribution
Agreement").  Each of California Newspapers and MWCNI has made (or will cause to
be made) a Capital Contribution as set forth in the Contribution Agreement among
the Partnership,  California Newspapers and MWCNI dated as of September 15, 2000
(also,  for purposes of this  Agreement,  the  "Contribution  Agreement").  As a
result of such Capital  Contributions,  effective as of September 30, 2000, West
Coast  MediaNews has (or will have) a Percentage  Interest in the Partnership of
54.23%,  Donrey has (or will have) a Percentage  Interest in the  Partnership of
26.28%,  Sun has (or will have) a  Percentage  Interest  in the  Partnership  of
10.54%,  MWSB has (or will have) a  Percentage  Interest in the  Partnership  of
1.17%,  California  Newspapers  has (or will have) a Percentage  Interest in the
Partnership  of 7.00% and MWCNI has (or will have) a Percentage  Interest in the
Partnership of 0.78%.  Percentage  Interests shall not be adjusted on account of
the  payment of any sums,  or the  contribution  of any  property,  treated as a
Capital Contribution without the unanimous consent of the Partners.

          (b)  ADDITIONAL CAPITAL  CONTRIBUTIONS.  At any time, and from time to
time  after  the  Formation  Date,  the  Management  Committee,  in its sole and
absolute  discretion,  may, by unanimous  vote,  determine that the  Partnership
requires    additional   capital    contributions   (the   "Additional   Capital
Contributions") and the amount,  terms and conditions  thereof.  Such Additional
Capital Contributions will be used by the Partnership for such activities as are

<PAGE>

designated  by  the  Management  Committee  in  its  approval  resolution.   All
Additional  Capital  Contributions will be made by the Partners in proportion to
their then-current  Percentage Interests in the Partnership.  In addition,  with
the  unanimous  consent  of  the  Management   Committee,   Additional   Capital
Contributions  may be  obtained  by the  admittance  of  Additional  Partners in
accordance with Section 9.8. In the event Additional Partners are admitted,  the
Percentage  Interests of the existing and Additional  Partners shall be adjusted
as determined by the Management Committee, voting unanimously.  From the date of
the Management Committee's determination that an Additional Capital Contribution
is  required  until  it has been  paid,  a  Partner's  obligation  to make  that
contribution  shall  accrue  interest  at a  rate  of 9%  per  annum  until  the
obligation to make the Additional  Capital  Contribution (and to pay all accrued
but unpaid  interest,  if any, with respect  thereto) has been paid in full. All
cash  distributions to which such Partner shall otherwise be entitled to receive
pursuant to Section 5.1(a) hereof,  shall instead be retained by the Partnership
and credited to the discharge of the obligation to make such Additional  Capital
Contribution  (and to pay all accrued but unpaid interest,  if any, with respect
thereto).  Any  amounts so  retained  shall be treated  as  distributed  to such
Partner and, first paid to the Partnership in the amount of the accrued interest
and,  second,  with  respect  to  the  remainder  thereof,  contributed  to  the
Partnership as an Additional Capital Contribution on behalf of the Partner owing
such obligation.

          (c)  CAPITAL CONTRIBUTIONS REQUIRED UNDER SECTION 12.2. As provided in
Section 12.2 of this Agreement, any Partner owing an indemnification  obligation
to the  Partnership  arising  under Article XII of this  Agreement  shall make a
capital contribution in cash or other immediately  available funds in the amount
of  such  obligation   promptly  upon  the  determination  of  such  obligation.
Furthermore,  from the date of the  determination  of such obligation  until the
date such capital  contribution is made in cash or other  immediately  available
funds,  the  amount  of such  obligation  shall  accrue  interest  owing  to the
Partnership at a rate of 9 per cent per annum,  and until such  obligation  (and
all accrued  interest,  if any,  with respect  thereto) has been paid in full in
cash or other  immediately  available funds,  all cash  distributions to which a
Partner  shall  otherwise  be  entitled to receive  pursuant  to Section  5.1(a)
hereof,  shall  instead be  retained  by the  Partnership  and  credited  to the
discharge  of the  obligation  to  make  such  capital  contribution  and to pay
accrued,  but  unpaid  interest.  Any  amounts so  retained  shall be treated as
distributed to such Partner and, first paid to the  Partnership in the amount of
the  accrued  interest  and,  second,  with  respect to the  remainder  thereof,
contributed to the Partnership as an additional  capital  contribution on behalf
of the Partner owing such obligation.

          (d)  OTHER  CONTRIBUTIONS.  At  any  time  during  the  term  of  this
Agreement,  any  Partner  may  offer  to  contribute  to the  Partnership  as an
additional  capital  contribution  any  newspapers,  mastheads or related assets
owned by it that are located in the State of  California.  Should the Management
Committee,  by a unanimous vote, agree to accept such contribution,  the Capital
Account and, if determined by unanimous  vote of the  Management  Committee,  as
provided in Section 8.6 hereof,  the Percentage  Interest,  of the  contributing
Partner  will be  adjusted  upward  to  reflect  the fair  market  value of such
contribution  (determined in accordance with the procedures set forth in Section
9.5(f)) and, if determined by unanimous  vote of the  Management  Committee,  as
provided in Section 8.6 hereof,  the  Percentage  Interest of the other Partners
will be  adjusted  downward  proportionately  to  reflect  the  increase  in the
contributing Partner's Percentage Interest.

<PAGE>

     3.2  NO OTHER  MANDATORY  CAPITAL  CONTRIBUTIONS.  Except as  specified  in
Section 3.1(b), Section 3.1(c) or Section 12.2, no Partner shall be obligated to
make any Additional Capital Contribution to the Partnership's capital.

     3.3  NO RIGHT OF  WITHDRAWAL.  No Partner  shall have the right to withdraw
any  portion of such  Partner's  Capital  Contributions  to, or to  receive  any
distributions from, the Partnership,  except as provided in Articles V, IX and X
hereof.

     3.4  LOANS BY THIRD  PARTIES.  Subject to the  provisions  of  Section  8.6
hereof,  the  Partnership  may borrow funds or enter into other similar  credit,
guarantee,  financing  or  refinancing  arrangements  for any  purpose  from any
Partner  or  from  any  person  upon  such  terms  as the  Management  Committee
determines, in its sole and absolute discretion, are appropriate.

                                   ARTICLE IV
                               CAPITAL ACCOUNTS;
                        ALLOCATION OF PROFITS AND LOSSES

     4.1  CAPITAL  ACCOUNTS.  Each  Partner  shall  have a  capital  account  (a
"Capital Account") which account shall be (1) increased by the amount of (a) the
Capital  Contributions  of such Partner,  (b) the allocations to such Partner of
Profits  and  items of income  or gain  pursuant  to  Section  4.2,  and (c) any
positive  adjustment  to such Capital  Account by reason of an adjustment to the
Book Value of such Partner's share of Partnership  assets,  and (2) decreased by
the  amount  of (x)  any  cash  and  the  Book  Value  of any  property  (net of
liabilities  secured by such  property that such Partner is considered to assume
or take subject to under Code section 752) distributed to such Partner,  (y) the
allocation  to such Partner of Losses and items of loss pursuant to Section 4.2,
and (z) any  negative  adjustment  to  such  Capital  Account  by  reason  of an
adjustment  to the Book  Value of such  Partnership  assets.  In the  event of a
revaluation  of the Book Value of  Partnership  assets,  the  Partners'  Capital
Accounts  shall  be  adjusted  in the  same  manner  as if gain or loss had been
recognized  on a sale of the assets at their new Book Value.  The  provisions of
this Agreement  relating to the maintenance of Capital  Accounts are intended to
comply with Regulation section 1.704-1(b),  and shall be interpreted and applied
in a manner consistent with such Regulation.

     4.2  BOOK ALLOCATION.

          (a)  IN GENERAL.  This  Section  4.2 sets forth the general  rules for
book  allocations  of  Profits,  Losses and  similar  items to the  Partners  as
reflected in their Capital Accounts.

          (b)  PROFITS AND LOSSES. Profits shall be allocated to the Partners in
proportion  to their  Percentage  Interests.  Losses  shall be  allocated to the
Partners in proportion to their  Percentage  Interests  except that any interest
expense or other  deduction  attributable  to any  Indebtedness  (other than any
depreciation  or  amortization  deductions  attributable  to  property  which is
contributed to the Partnership  subject to such Indebtedness) and any deductions

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attributable  to any  indemnity  payments  described  in  Section  12.2 shall be
allocated to the Partner that contributed  property subject to such Indebtedness
or such indemnity payment.

          (c)  SPECIAL RULES.

               (i)  Notwithstanding  the general  allocation  rules set forth in
Section  4.2(b),  in the  case  of any  deduction  allocable  to a  "nonrecourse
liability" (as that term is defined in Regulations  Section  1.704-2(b)(3))  and
any deduction  allocable to a "partner  nonrecourse  liability" (as that term is
defined in Regulations Section  1.704-2(b)(4)),  and any minimum gain or partner
minimum  gain  chargeback  with respect  thereto,  shall be subject to the rules
applicable thereto and described in Regulations Section 1.704-2.

               (ii) If in  the  opinion  of  independent  tax  counsel  for  the
Partnership,  it is necessary to provide  special  allocation  rules in order to
avoid a significant  risk that a material portion of any allocation set forth in
this  Article IV would not be respected  for federal  income tax  purposes,  the
Partners  shall  negotiate in good faith any amendments to this Agreement as, in
the opinion of such counsel, are necessary or desirable, taking into account the
interests of the Partners as a whole and all other relevant factors, to avoid or
reduce  significantly  such  risk  to the  extent  possible  without  materially
changing the amounts allocable and distributable to any Partner pursuant to this
Agreement.

               (iii) If  there  is a  change  made,  by  unanimous  vote  of the
Management Committee in accordance with the provisions of Section 8.6 hereof, in
any  Partner's  share of the Profits,  Losses or other items of the  Partnership
during  any  Fiscal  Year,  allocations  among  the  Partners  shall  be made in
accordance with their interests in the Partnership from time to time during such
Fiscal Year in accordance with Code section 706, using the  closing-of-the-books
method,  except that  Depreciation  with respect to assets not  contributed by a
Partner  shall be deemed to accrue  ratably  on a daily  basis  over the  entire
Fiscal Year during which the corresponding asset is owned by the Partnership.

               (iv) Except  as  otherwise   provided  in  Sections   4.2(b)  and
4.3(b)(i), each item of income, gain, loss, and deduction and all items governed
by Code section  702(a) shall be allocated  among the Partners in  proportion to
the  allocation  of Profits,  Losses and other items to the Partners  hereunder,
provided  that to the  extent  any gain  recognized  from any  disposition  of a
Partnership  asset is treated as ordinary  income because it is  attributable to
the recapture of any depreciation or amortization, such ordinary income shall be
allocated  among the  Partners  in the same  ratio as the prior  allocations  of
Profits,  Losses or other items that included such depreciation or amortization;
in no event,  however,  shall any Partner be allocated ordinary income hereunder
in excess of the gain otherwise allocable to each Partner.

      4.3 TAX ALLOCATIONS.

          (a)  IN GENERAL.  Except as set forth in Section  4.3(b),  allocations
for tax purposes of items of Profit, Loss and other items of income, gain, loss,
deduction, credit and distribution therefor, shall be made in the same manner as
allocations  for book  purposes set forth in Section  4.2. All such  allocations
pursuant to Section  4.3(b)  shall be  considered  made  solely for  purposes of
federal,  state and local  income  taxes,  and shall not affect or in any way be

<PAGE>

taken into  account  in  computing  any  Partner's  Capital  Account or share of
Profits, Losses, other items or gain, deduction and distribution pursuant to any
provision of this Agreement.

          (b)  SPECIAL RULES.

               (i)  ELIMINATION  OF  BOOK/TAX  DISPARITIES.   In  determining  a
Partner's allocable share of Partnership taxable income, the Partner's allocable
share of each item of Profits and Losses  shall be properly  adjusted to reflect
the difference  between such  Partner's  share of the adjusted tax basis and the
Book Value of Partnership  assets used in determining such item under any method
adopted by the Tax Matters  Partner and  allowable  under Code  Section  704(c),
provided,   however,  that  any  deductions  for  depreciation  or  amortization
attributable  to property  contributed to the  Partnership by a Partner shall be
allocated  to the  Partner  contributing  such  property.  In the event that the
method  for  the  allocation  of   depreciation   or   amortization   deductions
attributable  to  contributed  property  described in the  previous  sentence is
disallowed,   then  the  Tax  Matters  Partner  shall  make  such   compensating
allocations of items including  (notwithstanding  the second sentence of Section
4.3(a)) such book  allocations  as are intended to accomplish  the same economic
result.

               (ii) TAX CREDITS.  Any tax credits  shall be allocated  among the
Partners in accordance with  Regulation  section  1.704-1(b)(4)(ii),  unless the
applicable Code provision shall otherwise require.

          (c)  CONFORMITY OF REPORTING. The Partners are aware of the income tax
consequences  of the  allocations  made or to be made pursuant to this Article 4
and Section 6.5 and hereby agree to be bound by the provisions of this Article 4
and Section 6.5 in reporting their shares of Partnership profits, gains, income,
losses, deductions, credits and other items for income tax purposes.

                                   ARTICLE V
                                 DISTRIBUTIONS

     5.1  DISTRIBUTIONS.

          (a)  The  Management  Committee  (or,  at the  Management  Committee's
direction, the Executive Officers of the Partnership), on or before the last day
of  each  month  shall  (i)  determine  the  amount  (x)  of  earnings   (before
depreciation  and   amortization)  or  other  Partnership  funds  available  for
distribution  to Partners  (whether as a distribution of earnings or as loans or
advances)  and (y) the  amount of  working  capital  needed  for the  continuing
operations of the business of the Partnership  (including,  without  limitation,
Capital Expenditures),  and (ii) cause the excess, if any, of (x) over (y) to be
distributed to the Partners  (subject to the  provisions of Sections  3.1(b) and
3.1(c)  hereof  relating  to  the  Partnership's  retention  of  sums  otherwise
distributable  to a Partner to discharge the obligation to make certain  capital
contributions  and to pay  certain  accrued  but  unpaid  interest).  Except  as
otherwise provided herein, all distributions  shall be made in proportion to the
Partners'  Percentage  Interests.  For the purposes of this Section 5.1(a),  any
payment of principal or interest by the Partnership with respect to Indebtedness
shall  be  treated  as  distributed  by  the  Partnership  to the  Partner  that
transferred the property to the Partnership to which such Indebtedness  relates,

<PAGE>

and then as  contributed  to the  Partnership  by such Partner as an  Additional
Capital Contribution.

          (b)  If a  distribution  of cash is deemed  made  pursuant  to Section
3.1(b),  Section  3.1(c)  or the  last  sentence  of  Section  5.1(a)  and,  the
distribution is not in proportion to the Partner's Percentage Interest, then the
Management   Committee  shall  adjust  subsequent   distributions  so  that  the
cumulative distributions deemed made pursuant to Section 3.1(b), Section 3.1(c),
the last  sentence  of  Section  5.1(a)  and this  Section  5.1(b)  are,  in the
aggregate, in proportion to the Partners' Percentage Interests.

                                   ARTICLE VI
                             ACCOUNTING AND REPORTS

     6.1  BOOKS AND RECORDS.

         (a)   The  Partnership  shall  maintain or cause to be maintained at an
office of the Partnership this Agreement and all amendments thereto and full and
accurate books of the Partnership showing all receipts and expenditures,  assets
and  liabilities,   Profits  and  Losses,  and  all  other  books,  records  and
information  required by the Act as necessary for  recording  the  Partnership's
business and affairs. The Partnership's books and records shall be maintained in
accordance  with GAAP  except to the extent  otherwise  provided  hereunder  for
purposes of maintaining  Capital  Accounts in accordance  with Article IV hereof
and  calculating  the  Profits  or Losses  charged  or  credited  thereto.  Such
documents,  books  and  records  shall  be  maintained  at such  office  or such
designated  successor  office until the expiration of any applicable  statues of
limitations  for  bringing  a claim in  relation  to such  documents,  books and
records.

          (b)  Each  Partner  shall have the right at  reasonable  times  during
usual business hours to inspect the  facilities of the  Partnership,  to observe
the Partnership's  operations and to examine, audit and make copies of the books
of account and other books and  records of the  Partnership  and other books and
records  relating  to the  reserves,  assets,  liabilities  and  expenses of the
Partnership  and  expenditures  by the  Management  Committee  on  behalf of the
Partnership;  PROVIDED,  HOWEVER, that none of the foregoing activities shall be
conducted  in a manner  that  unreasonably  interferes  with  the  Partnership's
operations or business or the Management  Committee'  management  thereof.  Such
right may be exercised through any agent or employee of a Partner  designated in
writing by it or by an  independent  public  accountant,  engineer,  attorney or
other  consultant so  designated.  The Partner making the request shall bear all
expenses incurred in any inspection, audit or examination made at such Partner's
behest.  Should any  inspection,  audit or  examination  disclose  any errors or
improper  charges,  the  Management  Committee  shall make, or cause to be made,
appropriate adjustments therefor.

     6.2  REPORTS TO PARTNERS.

          (a)  As soon as  practicable  and in any event within thirty (30) days
after the end of each calendar month,  the Tax Matters Partner shall cause to be
prepared and sent to each Partner unaudited  statements of income, cash flow and

<PAGE>

changes in retained earnings and Partners' equity, for the month in question and
from the beginning of such Fiscal Year to the end of such month and an unaudited
balance sheet as of the close of such month,  all of which shall (i) be prepared
in accordance with GAAP (except that certain  footnotes may be omitted) and (ii)
set forth in each case in  comparative  form the  figures  for the same  monthly
period for the previous fiscal year.

          (b)  As soon as practicable and in any event within  seventy-five (75)
days after the end of each Fiscal Year, the Tax Matters Partner shall provide to
each Partner  audited  statements of income,  retained  earnings,  cash flow and
Partner's  equity,  for such Fiscal Year and a balance  sheet as of the close of
such Fiscal Year, setting forth in each case in comparative form the figures for
the previous Fiscal Year, prepared and certified as to the scope of its audit by
the accounting firm of Ernst & Young or such other certified public  accountants
as may be selected by the Management Committee.

          (c)  As  requested,  the Tax  Matters  Partner  shall  provide to each
Partner such  information as may be necessary for them to comply with applicable
financial reporting  requirements of any competent  governmental  authorities or
agencies  or stock  exchange  on which the  securities  of any such  Partner are
listed  including,   without  limitation,   the  U.S.  Securities  and  Exchange
Commission  and such  information  regarding the financial  position,  business,
properties or affairs of the Partnership as a Partner may reasonably request.

     6.3  ANNUAL TAX RETURNS.

          (a)  West  Coast  MediaNews  is  hereby  designated  the "Tax  Matters
Partner" for federal  income tax  purposes  pursuant to Section 6231 of the Code
with respect to all taxable  years of the  Partnership  and is  authorized to do
whatever is necessary to qualify as such. If West Coast MediaNews is no longer a
Partner or has  resigned as the Tax  Matters  Partner,  the Tax Matters  Partner
shall be any Partner designated as such by a unanimous vote of the Partners, and
in the absence of a unanimous  vote,  as shall be  determined  under  applicable
provisions of the Code and/or  Regulations.  The Tax Matters  Partner shall,  as
soon  as  practicable  under  the  circumstances,  inform  each  Partner  of all
tax-related  matters  that are,  or have the  reasonable  potential  to  become,
material to the  Partnership  that come to its  attention in its capacity as Tax
Matters Partner.

          (b)  The Tax Matters Partner shall prepare or cause to be prepared all
tax returns  required of the  Partnership,  which  returns  shall be reviewed in
advance of filing by Ernst & Young LLP or another  certified  public  accountant
selected by the Management  Committee.  As soon as practicable  after the end of
each Fiscal Year,  the Tax Matters  Partner  shall  furnish to each Partner such
information  in the  possession  of the Tax Matters  Partner  requested  by such
Partner as necessary to timely fulfill such Partner's federal,  state, local and
foreign tax  obligations,  including  Form K-1,  or any  similar  form as may be
required  by the Code or the  Internal  Revenue  Service  (the "IRS") or, to the
extent any such information is not in the Tax Matters Partner's possession,  the
Tax Matters  Partner  shall take all  reasonable  steps  necessary  to have such
information  provided to the requesting  Partner.  No later than forty-five (45)
business  days  prior to filing  with the IRS,  the Tax  Matters  Partner  shall
deliver to each Partner for its review a complete copy of the federal income tax
return  proposed to be filed by the  Partnership.  The Tax Matters Partner shall

<PAGE>

consider in good faith,  consistent with Section 6.3(c) hereof,  any comments of
the Partners  with respect to such return made within  thirty (30) business days
of sending the copy of such return.  The Partners shall file their individual or
corporate   returns  in  a  manner  consistent  with  the  Partnership  tax  and
information returns.

          (c)  The Tax Matters Partner shall, consistent with the Business Plan,
use its best  efforts to do all acts and take  whatever  steps are  required  to
maximize, in the aggregate,  the federal,  state and local income tax advantages
available to the Partnership and shall defend all tax audits and litigation with
respect thereto.  The Tax Matters Partner shall maintain the books,  records and
tax returns of the Partnership in a manner  consistent with the acts,  elections
and steps taken by the Partnership.

     6.4  ACTIONS IN EVENT OF AUDIT. If an audit of any of the Partnership's tax
returns  shall occur,  each Partner  shall,  at the expense of the  Partnership,
participate in the audit. No Partner may contest, settle or otherwise compromise
assertions of the auditing agent which may be adverse to the  Partnership or any
Partner without the approval of a unanimous Management Committee. The Management
Committee  may, if it  determines  that the  retention of  accountants  or other
professionals  would be in the best  interests of the  Partnership,  retain such
accountants  or  other  professionals,   to  assist  in  any  such  audits.  The
Partnership  shall  indemnify  and reimburse  the  Management  Committee for all
expenses, including legal and accounting fees, claims, liabilities,  losses, and
damages to the extent borne by the Management Committee,  incurred in connection
with any administrative or judicial  proceeding with respect to any audit of the
Partnership's  tax  returns.  The  payment  of all such  expenses  to which this
indemnification  applies shall be made before any  distributions are made to the
Partners under Article V hereof.  Neither the Tax Matters Partner, nor any other
person shall have any  obligation to provide funds for such purpose.  The taking
of any action and the  incurring of any expense by the  Management  Committee in
connection with any such proceeding,  except to the extent required by law, is a
matter in the sole discretion of the Management Committee.

     6.5  TAX  ELECTIONS.  The Tax  Matters  Partner  shall,  in its  reasonable
discretion,  determine  (x) whether or not to cause the  Partnership  to file an
election  under  Code  section  754  and  the   Regulations   thereunder  and  a
corresponding  election under the applicable section of state and local law, (y)
which method to apply to any asset of the  Partnership  under Section  704(c) of
the Code  consistent  with Section  4.3(b) hereof and whether or not to make any
other  elections  provided for under related  state and local laws,  and (z) any
other tax elections.

                                  ARTICLE VII
                              ACTIONS BY PARTNERS

     7.1  CONSENTS AND OTHER  ACTIONS BY SUN,  CALIFORNIA  NEWSPAPERS,  MWSB AND
MWCNI. In each instance under this Agreement when any consent, approval or other
action is required or authorized to be taken by Sun, California Newspapers, MWSB
and/or MWCNI in their capacity as Partners,  and in each instance hereunder when
Sun,  California  Newspapers,  MWSB and/or  MWCNI are entitled to the receipt of
notice of any matter, it is hereby agreed by each of the parties hereto (a) that
Sun shall act on behalf of Sun, California Newspapers,  MWSB and MWCNI, (b) that

<PAGE>

any  consent,  approval  or other  action  made,  given or taken by Sun shall be
deemed  to have  been  made,  given  and  taken  on  behalf  of Sun,  California
Newspapers,  MWSB and MWCNI and (c) that any notice duly  delivered to Sun shall
be deemed to have been duly delivered to Sun,  California  Newspapers,  MWSB and
MWCNI,  however  notices shall also be sent to California  Newspapers,  MWSB and
MWCNI.

     7.2  MEETINGS. Meetings of the Partners shall be held at the place and time
designated from time to time unanimously by the Partners.  The Partners may take
action by the vote of Partners at a meeting in person or by proxy,  or without a
meeting by written consent. In no instance where action is authorized by written
consent need a meeting of Partners be called or noticed.

     7.3  ACTIONS BY THE PARTNERS. All actions required or permitted to be taken
by the Partners with respect to the  Partnership  require the vote or consent of
all of the Partners.

                                  ARTICLE VIII
                                   MANAGEMENT

     8.1  THE MANAGEMENT COMMITTEE.  The business and affairs of the Partnership
shall be managed under the  direction  and authority of a Management  Committee,
who shall annually adopt a Business Plan.

          (a)  NUMBER,   APPOINTMENT  AND  TERM  OF  MANAGERS.   The  Management
Committee  shall be comprised of seven members.  Four members shall be appointed
by West Coast MediaNews, two members shall be appointed by Donrey and one member
shall be appointed jointly by Sun,  California  Newspapers,  MWSB and MWCNI. The
managers shall act solely as the agents of the Partners  appointing  them.  Each
manager shall serve at the pleasure of the Partner  appointing him and until his
successor  has been duly  appointed,  or until his  resignation  or removal.  In
addition,  the Chief Executive Officer of the Partnership,  as named pursuant to
Section 8.8(a),  shall be entitled to attend all meetings and participate in all
discussions of the Management Committee except as to matters regarding the Chief
Executive Officer or as otherwise determined by the Management  Committee.  Each
Partner  shall also be entitled to designate one  non-voting  observer to attend
and participate in all meetings of the Management Committee.

          (b)  DUTIES AND POWERS. The Management Committee may exercise all such
powers of the  Partnership  and do all such  lawful  acts and  things as are not
directed or required to be exercised or done by the Partners. Each member of the
Management Committee may delegate to a representative by written proxy the right
to act on behalf of the member in any respect,  including without limitation the
right to attend meetings or telephone conferences,  and to vote upon resolutions
with or without a meeting.

     8.2  REMOVAL OF MEMBERS;  VACANCIES.  A member of the Management  Committee
may be removed at any time,  with or without cause, by the Partner (or Partners)
who appointed  such member.  Any vacancy on the Management  Committee  resulting

<PAGE>

from removal,  resignation,  death or incapacity  shall be filled by the Partner
(or Partners) who is entitled to appoint such member.

     8.3  MEETINGS OF THE MANAGEMENT COMMITTEE; NOTICE. The Management Committee
shall meet in regular meetings held at least quarterly at such time and place as
may from time to time be determined by the Management Committee either in person
or by telephone.  Special meetings of the Management  Committee may be called by
any member.  Written  notice of regular and special  meetings of the  Management
Committee, stating the place, date and hour of the meeting shall be delivered to
each member together with a reasonably detailed agenda for such meeting not less
than five  Business  Days  before the date of the  meeting,  provided,  that the
foregoing  notice  requirement  may be waived by the  Management  Committee with
respect  to any  meeting at which at least  four (4)  members of the  Management
Committee  (including  at least one member  appointed by each  Partner) vote for
waiver of notice.  Notice may be delivered to members in person,  by  telephone,
telecopy, fax, electronic mail or other means of telecommunication. The meetings
of the Management  Committee  shall be convened by the chairman (if one has been
elected) or in the absence or unavailability of the chairman,  by the member who
requested the meeting.

     8.4  QUORUM. Four (4) members of the Management  Committee shall constitute
a quorum for the  transaction  of all such business as shall have been set forth
with  reasonable  specificity  in the  agenda  accompanying  the notice for such
meeting,  either  in person or by  telephone  provided  that such four (or more)
members who are in attendance at such meeting  include  members  appointed by at
least two Partners.  For the  transaction  of all other business at a regular or
special meeting of the Management Committee,  four (4) members of the Management
Committee,  whether present in person or by telephone,  shall again constitute a
quorum,  provided  that  such  four (4) or more  members  who are in  attendance
include members appointed by each of the Partners.

     8.5  VOTING.  Any matter brought before the Management  Committee  shall be
decided by a majority  of members  present,  except for matters  that  require a
unanimous vote of the  Management  Committee as provided in this Agreement or as
otherwise provided under the laws of the State of Delaware.

     8.6  CERTAIN   MATTERS   REQUIRING  A  UNANIMOUS  VOTE  OF  THE  MANAGEMENT
COMMITTEE.  The  Partnership  shall not,  without a unanimous  vote of all seven
members of the Management Committee:

          (a)  admit any new Partners to the Partnership;

          (b)  sell,  lease,  transfer or  otherwise  dispose of (other than PRO
RATA to the Partners)  substantially all of the assets, property and goodwill of
any newspaper or related publication owned by the Partnership;

          (c)  except for  distributions  to  Partners  pursuant  to Section 5.1
which may be deemed to be advances, commit or cause the Partnership to invest in
or purchase the securities of, or any interests of, any person except short-term
investments in U.S.  Government  securities,  federally-insured  certificates of

<PAGE>

deposit,  repurchase  agreements for such securities,  or commercial paper rated
A-1 or better  by  Standard  and  Poor's  or P-1 or  better  by  Moody's  or its
equivalent by a nationally recognized statistical rating organization;

          (d)  commit or cause the  Partnership to acquire all or  substantially
all of the capital stock or all or substantially all of the assets of any person
or business;

          (e)  obligate the Partners to make any Additional Capital Contribution
or adjust any Partner's Percentage Interest;

          (f)  cause the Partnership to create,  or enter into, any corporation,
partnership,  joint venture,  association,  trust or other business entity or to
merge or consolidate with any person;

          (g)  except as provided  in Section  8.9  hereof,  commit or cause the
Partnership to enter into any contract, agreement,  understanding or transaction
(i)  with  any  person,  that  is  other  than  in the  ordinary  course  of the
Partnership's  business,  (ii) with a Partner or an  affiliate  of any  Partner,
which would have the result of imposing  terms or conditions on the  Partnership
that are  more  onerous  or less  advantageous  to the  Partnership  than  those
customarily provided by such Affiliate to its affiliates or (iii) with a Partner
or an  Affiliate  of  any  Partner  that  either  involves  goods,  services  or
properties of a value of more than  $1,000,000 in the aggregate  over the entire
term of such contract,  agreement,  understanding  or  transaction,  or does not
reflect standard and customary commercial terms;

          (h)  accept the  contribution of any additional  newspapers or related
assets  from  any  Partner  as an  Additional  Capital  Contribution  under  the
provision of Section 3.1(c) hereof;

          (i)  commit or cause the Partnership (i) to borrow any funds;  (ii) to
enter into any  capitalized  leases,  in each case in excess of an  aggregate of
$500,000 per year (on a combined  basis),  except for refinancings or extensions
of any existing indebtedness of the Partnership (including,  without limitation,
the Indebtedness) or (iii) enter into any hedge agreement;

          (j)  make any single Capital  Expenditure in excess of $1.0 million or
make  Capital  Expenditures  in any Fiscal Year in excess of $2.5 million in the
aggregate;

          (k)  except as  permitted  pursuant to Article XI hereof,  dissolve or
liquidate the Partnership;

          (l)  make any  material  change  to the  nature  of the  Partnership's
business as described in Section 2.3.; or,

          (m)  adopt any portion of the Business  Plan which  would,  of itself,
require a unanimous vote of the Management Committee.

<PAGE>

     8.7  ACTION BY CONSENT.  Any action  required or  permitted  to be taken on
behalf of the  Partnership  at any meeting of the  Management  Committee  may be
taken  without a meeting by written  consent  signed by the number of members of
the  Management  Committee  required to approve such action,  provided that such
members include at least one member appointed by each of the Partners.

     8.8  EXECUTIVE OFFICERS.

          (a)  The Management Committee shall elect a chief executive officer of
the   Partnership   (the  "Chief   Executive   Officer")   who  shall  have  the
responsibility  for managing the day-to-day  business  operations and affairs of
the Partnership  and  supervising its other officers,  subject to the direction,
supervision  and  control  of the  Management  Committee  and the  Partners.  In
general,  the Chief  Executive  Officer shall have such other powers and perform
such other duties as usually pertain to the office of a chief executive officer,
and as from time to time may be  assigned  to him by the  Management  Committee,
including,  without limitation,  the authority to retain and terminate employees
of the Partnership.  The powers and duties of the Chief Executive  Officer shall
at all times be subject to the provisions of this Agreement.

          (b)  The  Management  Committee  shall  also  elect a chief  financial
officer of the Partnership  (the "Chief  Financial  Officer") who shall have the
responsibility  for managing the  Partnership's  financial  affairs and books of
account,  subject  to the  direction  of the  Management  Committee,  the  Chief
Executive  Officer,  and the Partners.  In general,  the Chief Financial Officer
shall have such other powers and perform such other duties as usually pertain to
the  office  of a  chief  financial  officer,  and as from  time to time  may be
assigned to him by the Management Committee.  The powers and duties of the Chief
Financial  Officer  shall at all  times be  subject  to the  provisions  of this
Agreement.

          (c)  The Management  Committee may in its  discretion  also elect from
time to time such other  Executive  Officers as it may  determine,  each of whom
shall  have such  powers and  perform  such  duties as  usually  pertain to such
offices  and as from  time to  time  may be  assigned  to  such  persons  by the
Management  Committee.  The powers and duties of each Executive Officer shall be
subject to the provisions of this Agreement.

          (d)  Both the  Partnership's  Chief Executive Officer (other than with
the approval of at least two of the  Partners) and the Chief  Financial  Officer
shall be employees of the Partnership and shall not  simultaneously be employees
of any Partner nor any Affiliate of any Partner.

          (e)  Subject to the provisions of this Agreement and to the directives
and policies of the Management Committee, the Chief Executive Officer, the Chief
Financial  Officer  and the other  officers  of the  Partnership  shall have the
power,  acting individually or jointly, to represent and bind the Partnership in
all matters,  in accordance with the scope of their respective duties subject to
Section  8.6  hereof  and  any  other  limitations  imposed  by  the  Management
Committee.

<PAGE>

     8.9  PROVISION OF SERVICES TO PARTNERSHIP BY MEDIANEWS. The Partners hereby
agree  that  the  Partnership  shall  obtain  management  services,   operating,
administrative,  accounting,  electronic  media and/or other  support  services,
newsprint  purchase  services,  financial  reporting  services,  human  resource
services,  risk management  services,  tax reporting and tax return  preparation
services and other similar  services  which  MediaNews  Group,  Inc., a Delaware
corporation,  and the  parent  company  of West  Coast  MediaNews  ("MediaNews")
provides to its own operating affiliates  (collectively,  the "MediaNews Support
Services") from MediaNews. In exchange for these services, the Partnership shall
pay  MediaNews,  on a monthly  basis,  an amount  equal to 1.25  percent  of the
Partnership's  gross  revenues  (as  calculated  in  accordance  with  generally
accepted  accounting  principles);  provided,  HOWEVER,  that the amount of 1.25
percent  may not be  altered  at any  time  without  the  unanimous  vote of the
Management Committee.  All services and supplies including employee benefits and
newsprint,  shall be provided at cost without any adjustment for overhead or any
other direct or indirect  payment to MediaNews or its  affiliates.  MediaNews by
agreeing to provide management  services,  agrees to perform those services with
the degree of care that a reasonably prudent person would exercise and shall not
enter into any  transaction in which it may have a conflict of interest  without
the unanimous consent of the members of the Management  Committee.  If MediaNews
should at anytime, due to bankruptcy,  insolvency or similar incapacity,  become
unable to continue to provide such  services on behalf of the  Partnership,  the
Partners shall,  by mutual  agreement,  make  appropriate  arrangements  for the
provisions  of such  services  by one or more of the  other  Partners  or  their
Affiliates, or by one or more third parties.

                                   ARTICLE IX
                       TRANSFER OF PARTNERSHIP INTERESTS;
                       ADDITIONAL AND SUBSTITUTE PARTNERS

     9.1  PROHIBITED TRANSFERS. No Partner may Transfer its Interest or any part
thereof  in any way  whatsoever,  and any such  Transfer  in  violation  of this
Article  IX shall  be null  and  void as  against  the  Partnership,  except  as
otherwise  permitted  herein  or  provided  by  law,  and  the  Transferring  or
withdrawing  Partners shall be liable to the  Partnership and the other Partners
for all damages that they may sustain as a result of such attempted  Transfer or
withdrawal.

     9.2  PERMITTED  TRANSFERS  BY  PARTNERS.  No Partner may  Transfer all or a
portion of its Interest unless:

         (a)   the Partner  desiring to consummate such Transfer (the "Assigning
Partner"), and the prospective Transferee each execute,  acknowledge and deliver
to all the other  Partners  such  instruments  of transfer and  assignment  with
respect  to  such  Transfer  and  such  other   instruments  as  are  reasonably
satisfactory in form and substance to all the Partners  (including those written
instruments described in 9.6(d));

          (b)  the Transfer will not violate any federal or state laws;

<PAGE>

          (c)  the  Transfer  will not  cause  any  violation  of or an event of
default under, or result in acceleration of any  indebtedness  under,  any note,
mortgage,  loan, or similar instrument or document to which the Partnership is a
party;

          (d)  the Transfer will not cause a material adverse tax consequence to
the Partnership or any of the Partners including but not limited to any material
adverse tax consequence resulting,  directly or indirectly, from the termination
of the Partnership under section 708 of the Code;

          (e)  the Transfer will not cause the  Partnership  to be classified as
an entity other than a partnership for purposes of the Code; and,

          (f)  except for  transfers of a Partner's  Interest to an Affiliate of
such Partner,  any amendments to this Agreement  required by or made a condition
by any Partner to its consent to the transfer, have been made.

     9.3  SUBSTITUTE  PARTNER.  A  Transferee  of the  whole  or any  part of an
Interest who satisfies the conditions set forth in Section 9.2 hereof shall have
the right to become a Partner in place of the  Assigning  Partner only if all of
the following conditions are satisfied:

          (a)  the  fully  executed  and  acknowledged   written  instrument  of
assignment  that has been filed with the  Partnership  sets forth a statement of
the intention of the Assigning  Partner that the Transferee  become a Substitute
Partner in its place;

          (b)  the Transferee  executes,  adopts and acknowledges this Agreement
(as it may be amended) and agrees to assume all the obligations of the Assigning
Partner; and,

          (c)  any costs of the Transfer  incurred by the Partnership shall have
been reimbursed by the Assigning Partner or the Transferee to the Partnership.

     9.4  INVOLUNTARY WITHDRAWAL BY A PARTNER. With respect to the Transfer of a
Partner's  Interest  due  to  bankruptcy,   or  other  insolvency,   involuntary
dissolution or  liquidation,  or foreclosure (or other exercise of remedies by a
party  holding a security  interest in such  Interest)  (each,  an  "Involuntary
Transfer"), the Partner with respect to whom such event occurred shall forthwith
cease to be a Partner and shall have no rights or powers as a Partner except for
such rights as are  specified  pursuant  to  Articles  III, IV and V and Section
10.3(b) hereof.

     9.5  RIGHT OF FIRST REFUSAL FOR SALE OF PARTNERSHIP INTERESTS.

          (a)  Except as otherwise herein  provided,  no Partner may voluntarily
transfer all or any part of its Interest in the  Partnership to any party (i) in
any case prior to January 1, 2004 or (ii) after that date unless it has complied
with the procedures of Section 9.2 and first offers to sell such Interest to the
other Partner(s)  pursuant to the terms of this Section 9.5;  PROVIDED that this
Section 9.5 shall not be  applicable  with respect to a Transfer to an Affiliate
of the Transferring Partner.

<PAGE>

          (b)  A Partner  (the  "Offering  Partner")  who has  received  a firm,
written,  bona fide offer from a  third-party  for its Interest ( a "Third Party
Offer") or who has  otherwise  determined  to offer its Interest for sale shall,
before offering such Interest or agreeing to accept such offer for such Interest
(in either case,  the  "Offered  Interest"),  give  written  notice to the other
Partners  that are not  Affiliates  of the  Offering  Partner  (each an  "Option
Partner") of such offer or intent including, in the case of a Third Party Offer,
a copy of such Third Party Offer and a complete  description  thereof including,
by way of  example  but not of  limitation,  the nature and extent of such Third
Party Offer,  the purchase price therein,  the terms of payment and the time for
performance.

          (c)  Upon receiving the Offering  Partner's written notice pursuant to
Section 9.5(b),  the Option  Partner(s)  shall have a period of thirty (30) days
following  the date of receipt by the Option  Partner of the Offering  Partner's
notice to elect to purchase  the Offered  Interest  at the price  determined  in
accordance  with Section  9.5(f).  If an Option Partner  desires to purchase the
Offered  Interest it shall give written  notice to the  Offering  Partner in the
manner set forth in  Section  13.2  hereof  within  such  30-day  period.  To be
effective,  this notice must be received  by the  Offering  Partner  within such
30-day period.  In no event may the Option Partner(s) elect to acquire less than
all of the  Offered  Interest.  To the  extent  there are more  than one  Option
Partners,  the  Option  Partners  accepting  such  offer  shall be  jointly  and
severally  liable  to the  Offering  Partner  to  purchase  all  of the  Offered
Interest.

          (d)  The  closing of the sale and  purchase  of the  Offered  Interest
shall be promptly completed, but in any event, to the extent practicable, within
ninety  (90)  days  after  the  receipt  of the  Option  Partner(s)'  notice  of
acceptance  (or such later date as necessary to obtain any necessary  regulatory
approvals).  The Management  Committee shall assist in coordinating the closing.
At the closing,  the Offering Partner shall sell the Offered Interest,  free and
clear of all liens and encumbrances,  and execute and deliver such assignment(s)
and all  other  documents  or other  instruments  of  assignment  or  conveyance
necessary  to effect and  evidence the  assignment.  At the closing,  the Option
Partner(s)  shall deliver to the Offering  Partner cash, a certified or official
bank check or shall pay by wire transfer of immediately  available funds for the
applicable purchase price.

          (e)  If the  Option  Partner(s)  do not elect to  purchase  all of the
Offered  Interest  pursuant to this Section 9.5, then the Offering Partner shall
be free to sell, assign, transfer,  pledge, encumber or otherwise dispose of the
Offered  Interest  pursuant  to the  Third  Party  Offer  or,  in the  case of a
non-Third  Party  Offer,  to any third party for an amount  equal to Fair Market
Value of the Offered Interest, as hereunder  determined,  in either case, within
six month's after the date of the Option  Partner(s)' notice of refusal or after
the  expiration of the 30-day  response  period,  whichever  occurs  first.  For
purposes  of this  Section  9.5(e),  a sale  shall be deemed  made when there is
executed a legally  binding  agreement  between  the  Offering  Partner  and the
prospective purchaser,  subject to no condition or contingency which permits the
prospective  purchaser  to  terminate  or cancel the  agreement,  except for the
default of the Offering Partner, and routine approvals or conditions.  If a sale
within the  meaning  of this  Section  9.5(e) is not made  within  such  6-month
period,  then the Offered  Interest shall remain subject to the  restrictions of
this  Agreement and must again be first offered to the Option  Partner(s) if the
Offering Partner thereafter wishes to sell its Interest to a third party.

<PAGE>

          (f)  (i)  In the case of a Third  Party  Offer,  if the  consideration
offered by the  prospective  purchaser is offered in cash and/or a promissory or
other similar  instrument to be issued by the prospective  purchaser,  the price
shall  be  the  price  offered  by  such  prospective  purchaser.   If  (A)  the
consideration  offered by the  prospective  purchaser is offered in a form other
than  cash  and/or a  promissory  note or other  similar  instrument  or (B) the
Offering Partner has not received a Third Party Offer,  then in either case, the
price shall be the Fair Market Value of the Offered Interest, as defined below.

               (ii) For the  purposes of this  Agreement,  "Fair Market Value of
the  Offered  Interest"  shall be the amount  that would be paid for the Offered
Interest in the  Partnership as a going concern,  on a consolidated  basis, by a
willing  buyer  to a  willing  seller.  The  Offering  Partner  and  the  Option
Partner(s)  may  mutually  agree as to the  Fair  Market  Value  of the  Offered
Interest in question.  If the  Offering  Partner and the Option  Partner(s)  are
unable to agree on the Fair Market Value of the Offered  Interest within fifteen
(15) days after the Offering Partner's written notice of the proposed sale, then
in such event Fair Market  Value of the  Offered  Interest  shall be  determined
pursuant to Section 9.5(f)(iii) by two independent qualified appraisers,  one to
be appointed by the Offering Partner and the other to be appointed by the Option
Partner(s).

               (iii) The two independent  appraisers  shall be appointed  within
fifteen  (15) days  after  receipt  by the  Option  Partner(s)  of the notice of
proposed sale. If either side fails to appoint an appraiser  within such period,
then  its  right  to do so  shall  lapse  and  the  appraisal  made  by the  one
independent  appraiser who is timely appointed shall be the Fair Market Value of
the Offered  Interest.  If two  appraisals  are made,  and if the two  appraised
values differ by less than 15 percent, Fair Market Value of the Offered Interest
shall be the  average of the two  appraisals,  and if the two  appraised  values
differ by more than 15 percent,  the two appraisers shall jointly select a third
appraiser  and,  the Fair  Market  Value of the  Offered  Interest  shall be the
average of the two of the three  appraisals that are closest together in amount.
All  appraisals  shall be made  within  thirty  (30) days of  appointment  of an
appraiser,  and written notice of the results of such appraisals  shall be given
to all parties within such 30-day  period.  The Fair Market Value of the Offered
Interest  shall be  determined  based upon the value of the  Partnership  in its
entirety as a going concern, with the Offering Partner receiving a proportionate
part of such total  value  based  upon its  Percentage  Interest.  In making any
appraisal hereunder, all debts and liabilities shall be taken into account. Each
side shall pay the fees of the appraiser selected by them.

     9.6  TAG-ALONG RIGHTS REGARDING SALES OF PARTNERSHIP INTERESTS.

          (a)  Except for  Transfers of a Partner's  Interest to an Affiliate of
such  Partner  and except  following  an  Involuntary  Transfer  of a  Partner's
Interest,  in any case where a Partner has  declined  to exercise  its rights of
first  refusal under Section 9.5, no Partner (the  "Tag-Along  Offeror")  shall,
individually or collectively,  in any one transaction or series of transactions,
directly or indirectly, sell or otherwise dispose of its Interest, to any person
(a  "Third  Party")  unless  the  terms  and  conditions  of such  sale or other
disposition  to such Third  Party shall  include an offer to each other  Partner
(each,  a  "Tag-Along  Offeree")  to  include,  at the option of each  Tag-Along
Offeree,  in the sale or other  disposition  to the Third Party,  such Tag-Along

<PAGE>

Offeree's  Interest (the "Tag-Along  Right").  Each Partner  proposing to effect
such a sale or other  disposition  shall send a written  notice (the  "Tag-Along
Notice") to each of the Tag-Along Offerees setting forth the terms of the offer.
At any time  within 15 days after its  receipt  of the  Tag-Along  Notice,  each
Tag-Along Offeree may exercise its Tag-Along Option by furnishing written notice
of such exercise (the "Tag-Along Exercise Notice") to the Tag-Along Offeror.

          (b)  If the proposed sale or other  disposition  to the Third Party by
the Partner  providing  the  Tag-Along  Notice is  consummated,  each  Tag-Along
Offeree shall have the right to sell such Third Party all of its Interest.

          (c)  Each Partner  participating  in the sale or other  disposition to
the Third Party  shall have the right,  in their sole  discretion,  at all times
prior to consummation of the proposed sale or other  disposition  giving rise to
the Tag-Along Right granted by this Section to abandon, rescind, annul, withdraw
or  otherwise  terminate  such sale or other  disposition  as it relates to such
Partner's Interest whereupon that Partner's  Tag-Along Rights in respect of such
sale or other  disposition  pursuant to this Section shall become null and void,
and neither the  Tag-Along  Offeror nor the Third Party shall have any liability
or  obligations to the  withdrawing  Tag-Along  Offeree with respect  thereto by
virtue of such abandonment, rescission, annulment, withdrawal or termination.

          (d)  The purchase of each  Tag-Along  Offeree's  Interest  pursuant to
this  Section  shall be on the same  terms  and  conditions,  including  but not
limited to the purchase  price (as adjusted  for any  difference  in size of the
respective  Interest's),  as are  applicable to the Partner giving the Tag-Along
Notice,  which shall be stated in such  Tag-Along  Notice.  In  determining  the
purchase price of any Interest under this Section,  the aggregate purchase price
of all  Interests  being  acquired by the Third Party shall be  increased to the
extent any of the selling Partners shall receive additional compensation (A) for
covenants  not to compete or (B) for  services  (such as pursuant to  consulting
agreements  or management  agreements)  which are in excess of the amounts which
would  be  payable  for  comparable  services  as a  result  of an  arm's-length
transaction.

          (e)  If,  within 15 days after  receipt  of a  Tag-Along  Notice,  any
Tag-Along Offeree has not delivered a Tag-Along Exercise Notice,  such Tag-Along
Offeree  will be deemed to have waived any and all of its rights with respect to
the sale or other  disposition of Interests  described in such Tag-Along  Notice
and the other  Partners  shall have 135 days  following  the  expiration of such
15-day period in which to consummate such sale or other disposition on terms not
more  favorable to such other  Partners  than those  described in the  Tag-Along
Notice.  If, at the end of 150 days following  receipt of such Tag-Along Notice,
the sale or other disposition described therein has not been completed, then all
restrictions  on sale or other  disposition  contained in this  Agreement  shall
again be in effect.

     9.7   WEST COAST MEDIANEWS DRAG-ALONG RIGHTS.

          (a)  If, at any time  after  January 1,  2005,  West  Coast  MediaNews
receives a bona fide  written  offer to  purchase  all of the  Interests  in the
Partnership  from an independent  third party, in one transaction or a series of
transactions,  and West Coast MediaNews  determines to accept such offer,  then,

<PAGE>

notwithstanding   any  other  provisions  of  this  Agreement,   at  West  Coast
MediaNews's  election,  all other  Partners  shall,  subject  to (b)  below,  be
required to sell their  respective  Interests  on the same terms and  conditions
(except for adjustments based upon the relative size of Percentage Interests) as
have been offered to West Coast MediaNews (the West Coast  MediaNews  Drag-Along
Rights);  PROVIDED THAT the  aggregate  purchase  price of all  Interests  being
acquired by the Third Party shall be  increased to the extent any of the selling
Partners shall receive additional  compensation (A) for covenants not to compete
or (B) for services  (such as pursuant to  consulting  agreements  or management
agreements)  which are in excess  of the  amounts  which  would be  payable  for
comparable  services  as a result of an  arm's-length  transaction;  AND FURTHER
PROVIDED  THAT all other  Partners  receive fair market value (as  determined in
accordance with Section 9.5(f)) for their Interest.

          (b)  If West Coast MediaNews elects to exercise its Drag-Along Rights,
it shall provide written notice (the "Drag-Along  Notice") to each other Partner
of such  election  at  least 30 days in  advance  of the  closing  date for such
transaction,  which notice shall describe the terms and conditions of such offer
and the proposed closing date. Upon receipt of the Drag-Along Notice, each other
Partner shall be obligated to sell its entire Interest to the Third Party making
such  offer on the terms set forth in the  Drag-Along  Notice.  However,  if the
transaction  is not completed  within 90 days after the giving of the Drag-Along
Notice,  then any sale  thereafter by West Coast  MediaNews of its Interest with
respect to which it wishes to exercise its Drag-Along Rights shall require a new
notice under this Section 9.7(b).

     9.8  ADMISSION OF ADDITIONAL  PARTNERS. A person shall become an Additional
Partner only if and when each of the following conditions is satisfied:

          (a)  the  Management  Committee,  unanimously  and  in  its  sole  and
absolute discretion, determine the Additional Contribution Terms;

          (b)  the Partnership has complied with the terms of Section 3.1(b);

          (c)  all of the Partners  consent in writing to such admission,  which
consent may be withheld by any such Partner in its sole and absolute discretion;

          (d)  the Management Committee receives written instruments (including,
without  limitation,  such person's consent to be bound by this Agreement (as it
may be amended) as an Additional Partner) that are in a form satisfactory to the
Management Committee (as determined in its sole and absolute discretion);

          (e)  the Partnership has received such person's Capital  Contribution;
and,

          (f)  any amendments to this Agreement  required by or made a condition
by any Partner to its consent to the transfer, have been made.

<PAGE>

     9.9  DONREY PUT OPTION.

          (a)  At any time on or after  January 1, 2005,  Donrey may, by written
notice to West Coast  MediaNews  and Gannett,  require West Coast  MediaNews and
Gannett  to cause the  Partnership  to enter  into a  contract  to redeem all of
Donrey's  Interest in the  Partnership  in exchange for a  distribution  of cash
equal to the  then-determined  fair market  value of such  Interest  (net of any
liabilities  allocable to such Interest)  plus the amounts  described in Section
9.9(b) below  within 2 years of the date the fair market value of such  Interest
is determined under this Section 9.9. Such fair market value shall be determined
in accordance with the procedures set forth in Section 9.5(a) through (f) above,
PROVIDED,  HOWEVER,  that the period for  negotiation  between the  Partners set
forth in Section 9.5(f)(ii) shall be 90 days. At the time such fair market value
is determined,  the Interest of Donrey in the  Partnership  shall  terminate and
Donrey shall be treated as a "retiring partner" for purposes of Code Section 736
and the payment  described in this Section  9.9(a) shall be treated as described
in Code Section 736(b).

          (b)  Upon the date of the  determination  of such fair  market  value,
Donrey's  right to receive any  distribution  or  allocation of Profits from the
Partnership  under  Section  4.2(b)  shall  convert  automatically  into a first
priority  interest in the Profits of the Partnership equal to the product of (x)
the  determined  fair market value of such  Interest  and (y) the 30-day  London
Inter-Bank  Offered  Rate  ("LIBOR")  plus (I) 1 percent  for the first  6-month
period  following the date of  determination  of the fair market  value;  (II) 2
percent for the seventh through ninth months following the date of determination
of the fair market value;  (III) 3 percent for the tenth through  twelfth months
following the date of determination of the fair market value; (IV) 4 percent for
the thirteenth  through  fifteenth months following the date of determination of
the fair market value; (V) 5 percent for the sixteenth through eighteenth months
following the date of determination of the fair market value; (VI) 6 percent for
the nineteenth through  twenty-first  months following the date of determination
of the fair  market  value;  and (VII) 7 percent for the  twenty-second  through
twenty-fourth  months  following  the date of  determination  of the fair market
value.  The  payments  described  in this  Section  9.9(b)  shall be  treated as
distributions of partnership income as described in Code Section 736(a).

          (c)  In connection with Donrey's  exercise of the put option described
in  subsection  (a)  above,  each of the  other  Partners  shall  be  obligated,
effective  as of the  closing  for the  Partnership's  acquisition  of  Donrey's
Interest in the Partnership, to make as an additional capital contribution their
pro  rata  share  of  such  additional  cash  sums  as  may be  required  by the
Partnership to acquire Donrey's  Interest in the Partnership  under the terms of
this Section 9.9.  Notwithstanding  the  foregoing,  however,  (i) if West Coast
MediaNews shall advise Gannett,  in its sole discretion,  of its election,  with
Gannett's  concurrence,  to  contribute  less  than its pro  rata  share of such
required additional capital contributions, then Gannett shall, at its option, be
permitted  to  contribute  the portion of such funds which West Coast  MediaNews
elects  not to  contribute  and (ii) if at the  time  Donrey  exercises  its put
Gannett's  Percentage  Interest  is less than 20%,  Gannett  shall,  in its sole
election, in any event be permitted to contribute so much of the additional cash
sums  required  for the  Partnership  to  acquire  Donrey's  interest  as  shall
appropriately  cause  Gannett's  Percentage  Interest  (after the making of both
Gannett's and West Coast  MediaNews'  capital  contribution)  to be increased to
20%.  Immediately  following the making of the additional capital  contributions
required for the Partnership to acquire  Donrey's  interest,  Gannett's and West
Coast MediaNews' Percentage Interests shall be appropriately re-adjusted.

<PAGE>

     9.10 RESERVED.

     9.11 PARTNERSHIP CALL OPTION RE SECTION 9.9 PUT OPTION.

          (a)  At any time  subsequent  to the  exercise  by  Donrey  of its put
option set forth in Section 9.9 of this Agreement,  the  Partnership  shall have
the option, by written notice to Gannett, to redeem all of Gannett's Interest in
the  Partnership,  if at the time of such  notice  the  Percentage  Interest  of
Gannett shall be less than 20%.

          (b)  Upon the exercise by the  Partnership  of its option set forth in
subsection  (a)  hereof,  the  Partnership  shall  undertake  to  redeem  all of
Gannett's  interest in the  Partnership,  in exchange for a distribution of cash
equal to the  then-determined  fair market  value of such  Interest  (net of any
liabilities  allocable to such Interest)  plus the amounts  described in Section
9.11(c)  below within 2 years of the date the fair market value of such Interest
is  determined  under  this  Section  9.11.  Such  fair  market  value  shall be
determined in accordance with the procedures set forth in Section 9.5(a) through
(f)  above,  PROVIDED,  HOWEVER,  that the period for  negotiation  between  the
Partners set forth in Section 9.5(f)(ii) shall be 90 days. At the time such fair
market value is  determined,  the Interest of Gannett in the  Partnership  shall
terminate and Gannett  shall be treated as a "retiring  partner" for purposes of
Code  Section 736 and the payment  described in this  Section  9.11(b)  shall be
treated as described in Code Section 736(b).

          (c)  Upon the date of the  determination  of such fair  market  value,
Gannett's  right to receive any  distribution  or allocation of Profits from the
Partnership  under  Section  4.2(b)  shall  convert  automatically  into a first
priority  interest in the Profits of the Partnership equal to the product of (x)
the  determined  fair  market  value of such  Interest  and (y) LIBOR plus (I) 1
percent for the first 6-month period  following the date of determination of the
fair market value; (II) 2 percent for the seventh through ninth months following
the date of  determination  of the fair  market  value;  (III) 3 percent for the
tenth through  twelfth months  following the date of  determination  of the fair
market  value;  (IV) 4  percent  for the  thirteenth  through  fifteenth  months
following the date of  determination of the fair market value; (V) 5 percent for
the sixteenth  through  eighteenth months following the date of determination of
the fair market value;  (VI) 6 percent for the nineteenth  through  twenty-first
months following the date of determination of the fair market value; and (VII) 7
percent for the twenty-second through twenty-fourth months following the date of
determination of the fair market value.  The payments  described in this Section
9.11(c) shall be treated as distributions of partnership  income as described in
Code Section 736(a).

     9.12 ACKNOWLEDGMENT OF PLEDGES OF INTERESTS.

          (a)  Donrey  and  Gannett  hereby  each  acknowledges  that West Coast
MediaNews's  Interest in the  Partnership  has been pledged as security under an
Amended and Restated  Credit  Agreement dated as of January 2, 2001, as amended,
among MediaNews Group, Inc., The Bank of New York, as agent, and other banks.

<PAGE>

          (b)  West Coast MediaNews and Gannett each hereby acknowledges that DR
Partners has pledged  Donrey's  Interest in the Partnership  under the following
agreements:  (i) the Amended and Restated  Credit  Agreement  among DR Partners,
NationsBank  and other banks dated as of December 15, 1993;  and (ii) the Senior
Secured Note Purchase Agreement dated as of December 15, 1993.


                                   ARTICLE X
                          DISSOLUTION AND LIQUIDATION


     10.1 DISSOLUTION.

          (a)  The Partnership  shall be dissolved upon the first to occur (each
a "Dissolution Event"):

               (i)  December 31, 2048;

               (ii) At any time after  January 1, 2004,  the election by written
notice to the other Partners by one or more Partners (the "Electing Partner") to
terminate the Partnership prior to December 31, 2048;  PROVIDED,  HOWEVER,  that
such  right  may be  exercised  at any time in  connection  with an  Involuntary
Transfer of a Partner's  Interest or to the extent required to effect compliance
with the provisions of any indenture applicable to publicly held indebtedness of
a Partner; or,

               (iii) The  occurrence  of any  other  event  specified  under the
Delaware Uniform Partnership Law (6 Del. C. ss. 15-801 et seq.) as one effecting
such dissolution.

          (b)  Notwithstanding  the  provisions of subsection  (a)(ii)  above, a
dissolution  of the  Partnership  shall not occur if, within 10 business days of
receipt of the  written  notice  described  in  subsection  (a)(ii)  above,  the
Partners  other than the Partner who is the  Electing  Partner  provide  written
notice to the Electing Partner of their election to continue the business of the
Partnership  and of their  undertaking to cause the  Partnership to enter into a
contract  to  redeem  all of the  Interest  in the  Partnership  of the  Partner
electing to terminate the  Partnership,  in exchange for a distribution  of cash
equal to the  then-determined  fair market  value of such  Interest  (net of any
liabilities allocable to such Interest) plus the amounts described in the second
to last sentence of this  subsection  within 2 years of the date the fair market
value of such  Interest is  determined  under this  Section  10.1(b).  Such fair
market value shall be determined in accordance  with the procedures set forth in
Section  9.5(a)  through  (f)  above,  provided,  however,  that the  period for
negotiation  between the  Partners set forth in Section  9.5(f)(ii)  shall be 90
days.  At the time such fair market  value is  determined,  the  Interest of the
Electing  Partner in the Partnership  shall terminate and Electing Partner shall
be treated as a "retiring  partner"  for  purposes  of Code  Section 736 and the
payment  described in this Section 10.1(a) shall be treated as described in Code
Section 736(b).

          (c)  Upon the date of the determination of such fair market value, the
Electing  Partner's  right to receive any  distribution or allocation of Profits
from the  Partnership  under Section 4.2(b) shall convert  automatically  into a
first priority  interest in the Profits of the Partnership  equal to the product

<PAGE>

of (x) the determined  fair market value of such Interest and (y) LIBOR plus (I)
1 percent for the first 6-month period  following the date of  determination  of
the fair  market  value;  (II) 2 percent for the seventh  through  ninth  months
following the date of  determination  of the fair market value;  (III) 3 percent
for the tenth through twelfth months  following the date of determination of the
fair market value;  (IV) 4 percent for the thirteenth  through  fifteenth months
following the date of  determination of the fair market value; (V) 5 percent for
the sixteenth  through  eighteenth months following the date of determination of
the fair market value;  (VI) 6 percent for the nineteenth  through  twenty-first
months following the date of determination of the fair market value; and (VII) 7
percent for the twenty-second through twenty-fourth months following the date of
determination of the fair market value.  The payments  described in this Section
10.1(c) shall be treated as distributions of partnership  income as described in
Code Section 736(a).

     10.2 ELECTION TO CONTINUE THE BUSINESS.  The Partnership  shall also not be
dissolved  pursuant to a Dissolution  Event specified in Sections  10.1(a)(i) or
(iii) (except as otherwise  provided in the Act), if, within 20 business days of
such Dissolution Event, all the remaining Partners  unanimously agree in writing
to continue the business of the Partnership.

     10.3 CLOSING OF AFFAIRS.

          (a)  In the  event  of the  dissolution  of the  Partnership  for  any
reason,  and in the  absence of an election  pursuant to Section  10.2 hereof to
continue  the  business  of the  Partnership,  the  Management  Committee  shall
commence to close the affairs of the  Partnership,  to  liquidate  or retain for
distribution to the Partners its  investments and to terminate the  Partnership,
in each  instance  in such manner as the  Management  Committee  may  reasonably
determine to be  appropriate,  provided,  however,  that no  distribution of any
Partnership  property shall be made to any of the Partners  (except for PRO RATA
distributions)  except  upon the prior  approval  of all of the  Partners.  Upon
complete  liquidation  of the  Partnership's  property and  compliance  with the
distribution  provisions set forth in Section  10.3(b)  hereof,  the Partnership
shall cease to be such, and the Management Committee shall cause to be executed,
acknowledged and filed all certificates necessary to terminate the Partnership.

          (b)  In liquidating  the  Partnership,  the assets of the  Partnership
shall be applied to the extent  permitted by the Act in the  following  order of
priority:

               (i)  FIRST,  to pay the costs and  expenses of the closing of the
affairs and liquidation of the Partnership;

               (ii) SECOND,  to pay the  matured  debts and  liabilities  of the
Partnership;

               (iii) THIRD, to establish  reserves  adequate to meet any and all
contingent or unforeseen liabilities or obligations of the Partnership, provided
that at the  expiration of such period of time as the  Management  Committee may
deem advisable, the balance of such reserves remaining after the payment of such
contingencies or liabilities shall be distributed as hereinafter provided;

<PAGE>

               (iv) FOURTH,  to all  Partners in  proportion  to each  Partner's
Percentage Interest in the Partnership, after taking appropriate account of, and
making  appropriate   adjustments  for,  (A)  any  Indebtedness  then  remaining
outstanding   which  is  attributable  to  any  Partnership   assets  previously
contributed by a particular partner, and (B) any portion of any required capital
contributions or accrued but unpaid interest  described in either Section 3.1(b)
or 3.1(c) of this Agreement which then remains outstanding,  (provided, however,
that  to the  extent  that  any  Partner  has a  finally  adjudicated  indemnity
obligation  to any other  Partner,  any  distribution  that would  otherwise  be
distributed to the Partner  subject to such  obligation  shall be distributed to
the Partner(s) entitled to the benefit of the indemnity obligation to the extent
thereof).

          (c)  No Partner shall have any obligation to restore a deficit balance
in its Capital Account.


                                   ARTICLE XI
                             AMENDMENT TO AGREEMENT


     Amendments  to this  Agreement and to the  Certificate  of Formation of the
Partnership  shall be approved in writing by all of the  Partners.  An amendment
shall become effective as of the date specified in the Partners'  approval or if
none is  specified as of the date of such  approval or as otherwise  provided in
the Act.


                                  ARTICLE XII
                                INDEMNIFICATION

     12.1 GENERAL. From and after the Closing, the Partners shall indemnify each
other as  provided in this  Article  XII.  As used in this  Agreement,  the term
"Damages"  shall mean all  liabilities,  demands,  claims,  actions or causes of
action,  regulatory,  legislative  or judicial  proceedings  or  investigations,
assessments,  levies,  losses (including,  without  limitation,  any adverse tax
consequences to other parties arising directly or indirectly from a violation of
a covenant in this Agreement by a party), fines,  penalties,  damages, costs and
expenses,  including, without limitation:  reasonable attorneys',  accountants',
investigators',  and  experts'  fees  and  expenses  sustained  or  incurred  in
connection with the defense or investigation of any such claim.

     12.2 INDEMNIFICATION  OBLIGATIONS.  Notwithstanding  any other provision of
this Agreement,  each party (an "Indemnifying  Party") shall defend,  indemnify,
save and keep harmless the other Partners,  the Partnership and their respective
successors  and permitted  assigns  (collectively,  the  "Indemnified  Parties")
against  and from  any and all  Damages  sustained  or  incurred  by any of them
resulting from or arising out of or by virtue of:

          (a)  any  breach  of  any  representation  or  warranty  made  by  the
Indemnifying Party in this Agreement or in any closing document delivered to the
Indemnified Parties in connection with this Agreement;

<PAGE>

          (b)  any  breach  by the  Indemnifying  Party of,  or  failure  by the
Indemnifying  Party to comply with,  any of its covenants or  obligations  under
this Agreement  (including,  without  limitation,  their  obligations under this
Article XII); or,

          (c)  any  indemnification  obligation  of such party or any  affiliate
thereof  arising  under  the  provisions  of  Article  XI  of  the  Contribution
Agreement.

     In no event,  however,  shall any  party be liable to  indemnify  the other
parties  with  respect to any breach of which such other  Partner(s)  had actual
knowledge prior to the Closing.

     Any  indemnification  obligation  arising  under  this  Article  XII and/or
Article  X of the  Contribution  Agreement  shall  be  discharged  by a  capital
contribution  by the Partner  owing such  obligation to the  Partnership  in the
amount of the  Damages  relating  thereto.  Any  payment by the  Partnership  of
Damages to which an  indemnification  obligation  relates  shall be charged as a
distribution to the Indemnifying  Partner and taken into account for purposes of
current and future  distributions  made by the  Partnership  pursuant to Section
5.1. In addition,  no item of Partnership  property shall be revalued to reflect
such indemnification  payment. From the date of determination of such obligation
(which  shall be the date agreed by the  parties or the date of a final  binding
determination by a mediator or the date of a final, non-appealable determination
by a court of competent  jurisdiction,  as applicable) and until such obligation
(and all accrued  interest,  if any, with respect thereto) has been paid in full
in cash or other immediately  available funds, all cash distributions to which a
Partner  shall  otherwise  be  entitled to receive  pursuant  to Section  5.1(a)
hereof,  shall  instead be  retained  by the  Partnership  and  credited  to the
discharge of the obligation to make such capital contribution and to pay accrued
but unpaid interest as provided in Section 3.1(c) hereof.

     12.3 EXCLUSIVE REMEDY. The sole and exclusive remedy of Indemnified Parties
with  respect  to any and all  claims  relating  to the  subject  matter of this
Agreement shall be pursuant to the indemnification  provisions set forth in this
Article XII.

     12.4 THIRD PARTY  CLAIMS.  Promptly  following the receipt of notice of any
claim for Damages or for equitable  relief which are asserted or threatened by a
party other than the parties hereto,  their  successors or permitted  assigns (a
"Third Party  Claim"),  the party  receiving the notice of the Third Party Claim
shall (a) notify the other  Partners in writing in accordance  with Section 13.2
hereof of its existence setting forth with reasonable  specificity the facts and
circumstances  of which  such  party has  received  notice  and (b) if the party
giving such notice is an Indemnified Party,  specifying the basis hereunder upon
which the Indemnified Party's claim for indemnification is asserted.  No failure
to give notice of a claim shall affect the  indemnification  obligations  of the
Indemnifying  Party hereunder,  except to the extent that the Indemnifying Party
can  demonstrate  that such  failure  materially  prejudiced  such  Indemnifying
Party's ability to successfully  defend the matter giving rise to the claim. The
Indemnified  Party  shall  tender  the  defense  of a Third  Party  Claim to the
Indemnifying Party.

<PAGE>

     The  Indemnified  Party  shall not have the right to defend or settle  such
Third Party Claim. The Indemnified  Party shall have the right to be represented
by  counsel at its own  expense  in any such  contest,  defense,  litigation  or
settlement  conducted by the Indemnifying  Party.  The Indemnifying  Party shall
lose its right to defend and settle  the Third  Party  Claim if it shall fail to
diligently  contest the Third Party Claim. So long as the Indemnifying Party has
not lost its right and/or  obligation  to defend and settle as herein  provided,
the Indemnifying Party shall have the right to contest,  defend and litigate the
Third Party Claim and shall have the right, in its discretion  exercised in good
faith, and upon the advice of counsel, to settle any such matter,  either before
or after the  initiation of  litigation,  at such time and upon such terms as it
deems fair and  reasonable;  provided that in any event the  Indemnifying  Party
shall  consult with the  Indemnified  Party with respect to settling such matter
which decision shall be made by mutual agreement of the  Indemnifying  Party and
the Indemnified  Party, not to be unreasonably  withheld by either. All expenses
(including  without  limitation  attorneys'  fees) incurred by the  Indemnifying
Party in connection with the foregoing shall be paid by the Indemnifying  Party.
Notwithstanding the foregoing,  in connection with any settlement  negotiated by
an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying
Party to (w) enter into any settlement that does not include as an unconditional
term thereof the delivery by the claimant or plaintiff to the Indemnified  Party
of a release  from all  liability  in respect of such claim or  litigation,  (x)
enter  into  any  settlement  that  attributes  by its  terms  liability  to the
Indemnified  Party,  (y)  consent  to the  entry of any  judgment  that does not
include as a term thereof a full dismissal of the litigation or proceeding  with
prejudice or (z) enter into any settlement  which would, or could  reasonably be
expected to, result in or relate to either a material nonmonetary  obligation or
restriction of any kind whatsoever  being imposed upon the Indemnified  Party or
Damages  other than  Damages  which are  indemnifiable  under this  Article XII;
PROVIDED,  HOWEVER,  that the Indemnifying  Party may enter into the settlements
described  in (w)  and  (y)  above  if (1)  such  settlement  is not in any  way
materially damaging or harmful to the Partnership's  business or the Indemnified
Parties,  as the case may be, and (2) the  Indemnifying  Party  agrees to remain
liable to the Indemnified Party for  indemnification  with respect to such claim
indefinitely  thereafter.  No failure by an Indemnifying Party to acknowledge in
writing its indemnification  obligations under this Article XII shall relieve it
of such  obligations  to the  extent  they  exist.  If an  Indemnified  Party is
entitled to  indemnification  against a Third Party Claim,  and the Indemnifying
Party fails to accept the defense of a Third  Party Claim  tendered  pursuant to
this Section 12.4, or if, in accordance  with the  foregoing,  the  Indemnifying
Party shall lose its right to contest,  defend, litigate and settle such a Third
Party  Claim;  provided  that  the  Indemnifying  Party  shall  be  entitled  to
participate,  at its  expense,  with counsel of its choice,  and any  settlement
shall  be  approved  by  the  Indemnifying   Party,  such  approval  not  to  be
unreasonably  withheld,  the  Indemnified  Party  shall have the right,  without
prejudice to its right of indemnification hereunder, in its discretion exercised
in good faith and upon the advice of counsel,  to contest,  defend and  litigate
such Third Party Claim,  and subject to the  preceding  sentence may settle such
Third Party Claim,  either  before or after the  initiation of  litigation.  If,
pursuant to this Section 12.4,  the  Indemnified  Party so defends or (except as
hereinafter  provided)  settles a Third Party Claim, for which it is entitled to
indemnification  hereunder, as hereinabove provided, the Indemnified Party shall
be reimbursed by the Indemnifying  Party for the reasonable  attorneys' fees and
other expenses of defending the Third Party Claim which is incurred from time to
time, forthwith following the presentation to the Indemnifying Party of itemized
bills for said attorneys' fees and other expenses.

<PAGE>

     12.5 OTHER  INDEMNIFICATION  CLAIMS.  The Indemnified  Party shall give the
Indemnifying  Party  prompt  notice of any  Indemnification  Claim (other than a
Third Party Claim)  specifying the basis  hereunder  upon which the  Indemnified
Party's claim for  indemnification  is asserted.  No failure to give notice of a
claim shall affect the  indemnification  obligations of the  Indemnifying  Party
hereunder, except to the extent that the Indemnifying Party can demonstrate that
such  failure  materially   prejudiced  such  Indemnifying  Party's  ability  to
successfully defend or otherwise respond to the matter giving rise to the claim.
In respect of any  Indemnification  Claim  other than a Third Party  Claim,  the
Partnership  shall provide the  Indemnifying  Party with the opportunity and all
appropriate access to the applicable facilities, personnel, books and records to
conduct (under the Indemnifying  Party's  control)  necessary to respond to such
Indemnification Claim.


                                  ARTICLE XIII
                               GENERAL PROVISIONS

     13.1 MEDIATION. Each Partner agrees that, in the event of any dispute among
such Partners  regarding the  interpretation  or  application  of this Agreement
(including any dispute regarding the operation of the Partnership that cannot be
resolved by the procedures created by the provisions of this Agreement), it will
follow the following procedures:

          (a)  it will give each other Partner  written  notice of the matter in
dispute;

          (b)  it will  negotiate  reasonably  and in good  faith with the other
Partners in order to resolve  such dispute for a period of not less than fifteen
(15) business days following receipt of the notice in (a);

          (c)  if the dispute has not been resolved by  negotiation  pursuant to
(b),  it will  cooperate  with the other  Partners  to submit the  dispute to an
independent  mediator (to be selected by the unanimous  consent of the Partners,
which  shall  only be  withheld  on the basis of good faith  concerns  about the
independence  or adequacy of expertise of the proposed  mediator) who shall have
ten (10)  business  days  after the matter is fully  submitted  to him or her to
propose a settlement of the dispute;

          (d)  if any Partner refuses,  in its sole and unreviewable  discretion
to accept the proposed resolution of the mediator,  it shall give prompt written
notice of such refusal to the other Partners and, at any time following  receipt
of any such notice, any Partner shall be free to pursue any legal,  equitable or
other remedies available to it regarding the matter in dispute.

     Notwithstanding  the foregoing,  no Partner shall be required to pursue the
notice,  negotiation  or  mediation  steps  set  forth  above if it  determines,
reasonably and in good faith,  the delay involved in such procedure  would cause
irreparable, material harm to it or its interest in the Partnership.

     13.2 NOTICES. Unless otherwise specifically provided in this Agreement, all
notices and other  communications  required or permitted  to be given  hereunder
shall be in writing, directed or addressed to the respective addresses set forth

<PAGE>

in Schedule  13.2  attached  hereto,  and shall be either (i) delivered by hand,
(ii) delivered by a nationally recognized commercial overnight delivery service,
(iii)  mailed  postage   prepaid  by  registered  or  certified  mail,  or  (iv)
transmitted  by  facsimile,  with  receipt  confirmed.  Such  notices  shall  be
effective:  (a) in the case of hand deliveries when received; (b) in the case of
an overnight  delivery service,  when received in accordance with the records of
such delivery service; (c) in the case of registered or certified mail, upon the
date received by the addressee as determined by the U.S. Postal Service; and (d)
in the case of  facsimile  notices,  when  electronic  indication  of receipt is
received. Any party may change its address and telecopy number by written notice
to the other parties given in accordance with this Section 13.2.

     13.3 CONFIDENTIALITY.  Each of the Partners agrees that, except as required
by law, legal process,  government  regulators,  or as reasonably  necessary for
performance  of  its  obligations  or  enforcement  of  its  rights  under  this
Agreement,  without the prior  written  consent of the other  Partners,  it will
treat and hold as confidential (and not disclose or provide access to any person
other  than such  Partner's  attorneys  or  accountants)  and it will  cause its
Affiliates, officers, managers, partners, employees and agents to treat and hold
as  confidential  (and  not  divulge  or  provide  access  to  any  person)  all
information  relating  to (i) the  business  of the  Partnership  and  (ii)  any
patents,  inventions,  designs,  know-how,  trade secrets or other  intellectual
property relating to the Partnership,  in each case excluding (A) information in
the public  domain when  received by such  Partner or  thereafter  in the public
domain  through  sources  other  than such  Partner,  (B)  information  lawfully
received by such  Partner  from a third  party not subject to a  confidentiality
obligation and (C)  information  developed  independently  by such Partner.  The
obligations  of the  Partners  hereunder  shall not apply to the extent that the
disclosure of information otherwise determined to be confidential is required by
applicable law,  provided,  however,  that prior to disclosing such confidential
information  to any  party  other  than a  governmental  agency  exercising  its
ordinary  regulatory  oversight  of  a  Partner,  a  Partner  shall  notify  the
Partnership  thereof,  which  notice  shall  include  the basis  upon which such
Partner believes the information is required to be disclosed.  This Section 13.3
shall  survive  for a period of four years  with  respect  to any  Partner  that
withdraws  from  the  Partnership  and,  with  respect  to  any  dissolution  or
termination  of the  Partnership  pursuant to Article X hereof,  for a period of
time agreed by the all of Partners.

     13.4 ENTIRE AGREEMENT, ETC. This Agreement,  together with the Contribution
Agreement,  constitutes  the entire  agreement  among all of the parties  hereto
relating  to the  subject  matter  hereof and  supersedes  all prior  contracts,
agreements  and  understandings  among all of them. No course of prior  dealings
among all of the parties  shall be relevant  to  supplement  or explain any term
used in the  Agreement.  Acceptance or  acquiescence  in a course of performance
rendered under this Agreement  shall not be relevant to determine the meaning of
this Agreement even though the accepting or the acquiescing  party has knowledge
of the nature of the performance and an opportunity for objection.  All waivers,
amendments and modifications of this Agreement must be in writing, executed by a
duly  authorized  officer of the party against whom  enforcement  of any waiver,
modification or consent is sought.  No waiver of any terms or conditions of this
Agreement  in one  instance  shall  operate  as a waiver  of any  other  term or
condition or as a waiver in any other instance.

<PAGE>

     13.5 CONSTRUCTION PRINCIPLES. As used in this Agreement words in any gender
shall be deemed to include all other  genders.  The singular  shall be deemed to
include the plural and vice versa. The captions and article and section headings
in this  Agreement are inserted for  convenience  of reference  only and are not
intended to have  significance for the  interpretation of or construction of the
provisions of this Agreement.

     13.6  COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts  by the parties  hereto,  each of which when so executed will be an
original, but all of which together will constitute one and the same instrument.

     13.7 SEVERABILITY. If any provision of this Agreement is held to be invalid
or  unenforceable  for any reason,  such  provision  shall be ineffective to the
extent of such  invalidity  or  unenforceability;  provided,  however,  that the
remaining  provisions  will  continue in full force  without  being  impaired or
invalidated in any way unless such invalid or unenforceable  provision or clause
shall be so  significant  as to  materially  affect  the  parties'  expectations
regarding  this  Agreement.  Otherwise,  the parties hereto agree to replace any
invalid or  unenforceable  provision with a valid  provision  which most closely
approximates  the intent and  economic  effect of the  invalid or  unenforceable
provision.

     13.8 EXPENSES.  The Initial Partners each agree to bear their own costs for
all matters  involved in the  negotiation,  execution  and  performance  of this
Agreement and related transactions unless otherwise specified herein.

     13.9 GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of  Delaware  as applied to  transactions
taking place wholly within Delaware between Delaware residents.

     13.10 BINDING EFFECT.  Subject to the provisions of this Agreement relating
to  transferability,  this  Agreement  shall be binding  upon,  and inure to the
benefit of, the Partners and their  respective  permitted  distributees,  heirs,
successors and assigns.

     13.11  ADDITIONAL  DOCUMENTS AND ACTS.  Each Partner  agrees to execute and
deliver such additional documents and instruments and to perform such additional
acts as may be necessary or appropriate to effectuate, carry out and perform all
of  the  terms,  provisions,  and  conditions  of  this  Agreement  and  of  the
transactions contemplated hereby.

     13.12 NO THIRD PARTY  BENEFICIARY.  This  Agreement  is made solely for the
benefit  of  the  parties  hereto  and  their  permitted  distributees,   heirs,
successors and assigns and no other person shall have any rights,  interest,  or
claims hereunder or otherwise be entitled to any benefits under or on account of
this Agreement as a third party beneficiary or otherwise.

     13.13 FORMATION OF SUBSIDIARY  LIMITED  PARTNERSHIP.  As of March 31, 1999,
the  Partnership  contributed  all of the  Partnership's  assets and liabilities
relating to the  business  and assets of the  newspapers  listed on Exhibit 1 to
this Agreement to a new California  limited  partnership  established  among the

<PAGE>

Partnership,  Donrey and West Coast MediaNews, pursuant to a limited partnership
agreement (the "Limited Partnership,  and the "Limited Partnership  Agreement").
In  exchange  for (i) its  contribution  of such assets and  liabilities  to the
Limited    Partnership    and   (ii)   its    undertaking   to   guarantee   the
discharge/performance  of all of the  liabilities and obligations of the Limited
Partnership, the Partnership received a Limited Partner interest in such Limited
Partnership  equal to 99.99% of all the  partnership  interests  in the  Limited
Partnership.  In exchange for cash equal to .005% of the net value of the assets
and liabilities transferred to the Limited Partnership,  each of Donrey and West
Coast  MediaNews  received  a  general  partnership   interest  in  the  Limited
Partnership,  equal to .05% of the total  partnership  interests  in the Limited
Partnership.  Under the Limited Partnership  Agreement the Partners  contemplate
that the rights of the Limited  Partner  shall not include any right which would
in Gannett's judgment cause the Federal Communications Commission (the "FCC") to
conclude that the Limited Partner is not sufficiently  insulated from being able
to exert  influence  over the  media  business  of the  Limited  Partnership  to
preclude  ownership of such business  being  attributed to the Limited  Partner;
provided,  however that the Partners agree to reform the Limited  Partnership in
the event that FCC rules would permit the Partners to own the newspapers in such
a structure but would not permit ownership  (without  disposition of a business)
in the General Partnership structure.

<PAGE>

     IN WITNESS WHEREOF, each Partner has duly executed this Agreement as of the
date hereof.

                                        West Coast MediaNews LLC


                                        By: /S/ RONALD A. MAYO
                                            ------------------------------------
                                             Ronald A. Mayo
                                             Vice President
                                             and Chief Financial Officer

                                        Donrey Newspapers, LLC

                                        By: Stephens Group, Inc., Manager


                                        By: /S/ JACKSON FARROW, JR.
                                            ------------------------------------
                                             Jackson Farrow Jr.
                                             Vice President

                                        The Sun Company of
                                         San Bernardino, California


                                        By: /S/ DANIEL S. EHRMAN, JR.
                                            ------------------------------------
                                             Daniel S.  Ehrman, Jr.
                                             Authorized Representative

                                        California Newspapers, Inc.


                                        By: /S/ DANIEL S. EHRMAN, JR.
                                            ------------------------------------
                                             Daniel S.  Ehrman, Jr.
                                             Authorized Representative

                                        Media West--SBC, Inc.


                                        By: /S/ BROOKS JOHNSON
                                            ------------------------------------
                                             Brooks Johnson
                                             President

                                        Media West--CNI, Inc.

                                        By: /S/ BROOKS JOHNSON
                                            ------------------------------------
                                             Brooks Johnson
                                             President