<PAGE>

                                                                   Exhibit 10.41


                             SUBSCRIPTION AGREEMENT


                     NEWS COMMUNICATIONS, INC. COMMON STOCK



News Communications, Inc.
2 Park Avenue, Suite 1405
New York, NY 10016

Attn: President and Chief Executive Officer

                  1. Application. (a) The undersigned (the "Purchaser"),
intending to be legally bound, hereby agrees to purchase an aggregate of
1,000,000 shares (the "Shares") of the common stock (the "Common Stock") of News
Communications, Inc. (the "Company"), at a purchase price of $1.00 per Share.
Payment of the purchase price for the Shares shall be made by wire transfer of
immediately available funds.

         (b) The Shares shall bear the following legends:

         THE SECURITIES offered hereby HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
         SECURITIES ACT OF ANY STATE. THEY ARE BEING OFFERED PURSUANT TO AN
         EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) OF THE SECURITIES ACT.
         THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THE
         SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE
         SECURITIES LAWS, OR SUCH SALES AND TRANSFERS ARE MADE PURSUANT TO
         AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

                  2. Representations and Warranties of the Purchaser. The
Purchaser represents and warrants to the Company as follows:

                           (a) The Purchaser, in making the decision to enter
         into this Agreement and to commit to purchase the Shares, has relied
         upon independent investigations made by him and his representatives, if
         any. No oral representations have been made or oral information
         furnished to the Purchaser in connection with the commitment to
         purchase of the Shares; and the Purchaser and/or his advisors have had
         a reasonable opportunity to ask questions of and receive answers from
         the Company concerning the Shares.

                           (b) The Purchaser has been or will be supplied with
         or has and will have sufficient access to all information, including
         financial statements and other financial information of the Company,
         and has been afforded with an opportunity to ask questions of and
         receive answers concerning information to which a reasonable investor





<PAGE>

         would attach significance in making investment decisions, so that as a
         reasonable investor the Purchaser has been able to make the Purchaser's
         decision to commit to purchase the Shares.

                           (c) The Purchaser is able and will be able to bear
         the substantial economic risks of an investment in the Shares for an
         indefinite period of time, has no need for liquidity in such
         investment, has made and will have made commitments to investments that
         are not readily marketable which are reasonable in relation to the
         Purchaser's net worth and, at the present time, could afford a complete
         loss of such investment.

                           (d) The Purchaser has such knowledge and experience
         in financial, tax and business matters so as to enable him to utilize
         the information made available to him in connection with the commitment
         to purchase and the purchase of the Shares to evaluate the merits and
         risks of an investment in the Shares and to make an informed investment
         decision with respect thereto.

                           (e) The Purchaser acknowledges that the purchase of
         the Shares involves a high degree of risk and further acknowledges that
         he can bear the economic risk of the purchase of the Shares, including
         the total loss of his investment. The Purchaser is not relying on the
         Company with respect to the tax and other economic considerations of an
         investment in the Shares, and the Purchaser has relied on the advice
         of, or has consulted with, only his own advisor(s).

                           (g) The Purchaser has and will have full right and
         power to perform pursuant to this Subscription Agreement and make an
         investment in the Company and is authorized and otherwise duly
         qualified to purchase and hold the Shares and to enter into this
         Subscription Agreement.

                           (h) The Purchaser will be purchasing the Shares for
         his own account, for investment and not with a view to resale or
         distribution except in compliance with the Securities Act.

                           (i) The Purchaser understands that the Shares are
         being offered and sold in reliance on an exemption from the
         registration requirements of federal and state securities laws under
         Section 4(2) of the Securities Act and that the Company is relying upon
         the truth and accuracy of the representations, warranties, agreements,
         acknowledgments and understandings of the Purchaser set forth herein in
         order to determine the applicability of such exemptions and the
         suitability of the Purchaser to acquire the Shares. The
         representations, warranties and agreements contained herein are true
         and correct as of the date hereof and may be relied upon by the
         Company, and the Purchaser will notify the Company immediately of any
         adverse change in any such representations and warranties which may
         occur prior to the acceptance of the subscription and will promptly
         send the Company written confirmation thereof. The representations,
         warranties and agreements of the Purchaser contained herein shall




                                      - 2 -





<PAGE>

         survive the execution and delivery of this Subscription Agreement and
         the purchase of the Shares.

                           (j) The Purchaser further represents and warrants
         that he is an "accredited investor" within the meaning of Regulation D
         under the Securities Act.

                  3. Representations and Warranties of the Company. The Company
represents and warrants to the Purchaser as follows:.

                           (a) The Company is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Nevada and is duly qualified to do business and in good standing in the
         State of New York. The Company has all requisite power and authority
         and has all necessary approvals, licenses, permits and authorization to
         own its properties and to carry on its business as now conducted. The
         Company has all requisite power and authority to execute and deliver
         this Agreement and to perform its obligations hereunder.

                           (b) All the outstanding shares of capital stock of
         the Company have been duly and validly issued and are fully paid and
         non-assessable. Upon issuance, sale and delivery as contemplated by
         this Agreement, the Shares will be duly authorized, validly issued,
         fully paid and non-assessable shares.

                           (c) The Company has authorized the execution,
         delivery, and performance of this Agreement and each of the
         transactions and agreements contemplated hereby. No other corporate
         action (including stockholder approval) is necessary to authorize such
         execution, delivery and performance of this Agreement, and upon such
         execution and delivery this Agreement shall constitute the valid and
         binding obligation of the Company, enforceable against the Company in
         accordance with its terms, except that such enforcement may be subject
         to bankruptcy, insolvency, reorganization, moratorium or other similar
         laws now or hereafter in effect relating to creditors' rights and
         general principles of equity. The Company has authorized the issuance
         and delivery of the Shares in accordance with this Agreement.

                  4. Registration Rights.

                           (a) Agreement to Register. At any time from the date
         of purchase of the Shares until the fifth anniversary of the date
         hereof, at the request of the Purchaser (the "Registration Request"),
         the Company shall prepare and use its best efforts to file with the
         Securities and Exchange Commission (the "SEC") within 60 days of the
         Registration Request a registration statement covering the resale of
         the Shares (each, a "Registration Statement"), shall use its best
         efforts to cause such Registration Statement to become effective as
         soon as possible thereafter and to do all other things necessary to
         cause such Registration Statement to be declared effective by the SEC
         (including, without limitation, the execution of an undertaking to file
         post-effective amendments, appropriate qualification under applicable
         blue sky and other state securities laws in such jurisdictions as the
         Purchaser may reasonably request, and appropriate compliance with




                                     - 3 -





<PAGE>

         applicable regulations issued under the Securities Act) and as would
         permit or facilitate the sale and distribution of all or such portion
         of such Shares. The Purchaser shall have the right to make such
         Registration Request on one occasion.

                           (b) If the Purchaser desires to distribute the Shares
         by means of an underwriting, he shall make a Registration Request and
         so advise the Company and shall select an underwriter reasonably
         acceptable to the Company. At such time, the Company and the Purchaser
         shall enter into an underwriting agreement in customary form with the
         underwriter selected for such underwriting by the Company. The Company
         shall not be required to effect more than two underwritten offerings of
         Shares. The Company shall pay all expenses, other than underwriters'
         discounts and commissions and fees and disbursements of experts and
         counsel retained by the Purchaser, relating to an underwriting of the
         Shares covered by the first request, and the Purchaser shall pay all
         reasonable registration expenses arising from the second such
         underwriting.

                           (c) If, at any time during the five-year period
         following the date hereof, the Company proposes to file with the SEC a
         Registration Statement with respect to any class of securities (other
         than pursuant to a registration statement on Forms S-4 or S-8 or any
         successor form) under the Securities Act, the Company shall notify the
         Purchaser at least twenty (20) days prior to the filing of the
         Registration Statement and will offer to include all or any portion of
         the Shares in the Registration Statement. At the written request of the
         Purchaser, delivered to the Company within ten (10) days after the date
         of the Company's notice, the Purchaser shall state the number of Shares
         that he wishes to sell under the proposed Registration Statement.

                           (d) If the Registration Statement is filed with
         respect to an underwritten offering, the Company and the Purchaser
         shall enter into an underwriting agreement in customary form with the
         underwriter selected for such underwriting by the Company. The Company
         shall pay all expenses, other than underwriters' discounts and
         commissions and fees and disbursements of experts and counsel retained
         by the Purchaser, relating to an underwriting of the Shares.

                           (e) The Purchaser, if reasonably requested by the
         Company or by the underwriter with respect to any public offering,
         shall agree not to sell, make any short sale of, loan, grant any
         options for the purchase of, or otherwise dispose of any of the Shares
         (other than those included in the Registration Statement) without the
         prior written consent of the Company or such underwriters, as the case
         may be, for such period of time (not to exceed one hundred eighty (180)
         days), from the effective date of such Registration Statement, or the
         commencement of the offering, as applicable, as may be requested by the
         underwriters, provided that all other holders of the class of
         securities being registered pursuant to the Registration Statement
         shall make the same agreements as those made by the Purchaser under
         this Section 4(e).



                                     - 4 -






<PAGE>

                           (f) The Purchaser shall promptly provide the Company
         with such non-confidential and non-proprietary information as it shall
         reasonably request and that is available to the Purchaser in order to
         prepare the Registration Statement.

                           (g) All reasonable and necessary expenses in
         connection with the preparation of the Registration Statement,
         including, without limitation, any and all legal, accounting and filing
         fees, but not including fees and disbursements of experts and counsel
         retained by the Purchaser or underwriting discounts and commissions to
         be paid by the Purchaser, shall be borne by the Company.

                           (h) The Company shall use its best efforts to cause
         the Registration Statement to become effective, permitting the sale of
         the Shares in accordance with the intended method or methods of
         distribution thereof, and pursuant thereto, the Company shall as
         expeditiously as possible:

                                    (i) prepare and file with the SEC a
                  Registration Statement relating on any appropriate form under
                  the Securities Act, which form shall be available for the sale
                  of the Shares in accordance with the intended method or
                  methods of distribution thereof and use its best efforts to
                  cause such Registration Statement to become effective and keep
                  such Registration Statement effective in accordance with
                  Section 4(h)(ii) below;

                                    (ii) prepare and file with the SEC such
                  amendments and post-effective amendments to the Registration
                  Statement as may be necessary to keep the Registration
                  effective until all such Shares are sold; cause the prospectus
                  to be supplemented by any required prospectus supplement, and
                  as so supplemented to be filed pursuant to Rule 424 under the
                  Securities Act; and comply with the provisions of the
                  Securities Act with respect to the disposition of all
                  securities covered by such Registration Statement during the
                  applicable period in accordance with the intended method or
                  methods of distribution by the sellers thereof as set forth in
                  such Registration Statement or supplement to the prospectus;
                  provided, however, that the Company may, from time to time,
                  request that the Purchaser immediately discontinue the
                  disposition of the Shares if the Company determines, in the
                  good faith exercise of its reasonable business judgment, that
                  the offering and disposition of the Shares could materially
                  interfere with bona fide financing, acquisition or other
                  material business plans of the Company or would require
                  disclosure of non-public information, the premature disclosure
                  of which could materially and adversely affect the Company (it
                  being acknowledged that the Company is not required to
                  disclose in such request any such transaction, plan or
                  non-public information), so long as the Company promptly after
                  the disclosure of such transaction, plan or non-public
                  information complies with this Section 4(h)(ii);

                                    (iii) notify the Purchaser and the
                  underwriter, if any, promptly, and (if requested by any such
                  person) confirm such advice in writing, (A) when




                                     - 5 -





<PAGE>

                  the prospectus or any prospectus supplement or post-effective
                  amendment has been filed, and, with respect to the
                  Registration Statement or any post-effective amendment
                  thereto, when the same has become effective, (B) of any
                  request by the SEC for amendments or supplements to the
                  Registration Statement or the prospectus or for additional
                  information, (C) of the issuance by the SEC of any stop order
                  suspending the effectiveness of the Registration Statement or
                  the initiation of any proceedings for that purpose, (D) of the
                  receipt by the Company of any notification with respect to the
                  suspension of the qualification of the Shares for sale in any
                  jurisdiction or the initiation of any proceedings for such
                  purpose and (E) subject to the proviso below, of the happening
                  of any event as a result of which the prospectus included in
                  such Registration Statement, as then in effect, includes an
                  untrue statement of a material fact or omits to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading in light of the
                  circumstances then existing and, subject to Section 4(g)(ii)
                  above, at the request of any such person, prepare and furnish
                  to such person a reasonable number of copies of a supplement
                  to or an amendment of such prospectus as may be necessary so
                  that, as thereafter delivered to the Purchaser of such shares,
                  such prospectus shall not include an untrue statement of a
                  material fact or omit to state a material fact required to be
                  stated therein or necessary to make the statements therein not
                  misleading in light of the circumstances then existing;
                  provided, however, the Company need not disclose the event if
                  it otherwise has not disclosed such event to the public;

                                    (iv) if requested by the underwriter or the
                  Purchaser, promptly incorporate in a prospectus supplement or
                  post-effective amendment such information as the underwriter
                  and the Purchaser agree should be included therein relating to
                  the plan of distribution with respect to such Shares,
                  including, without limitation, the purchase price being paid
                  therefor by such underwriters and with respect to any other
                  terms of the underwritten offering of the Shares to be sold in
                  such offering; and make all required filings of such
                  prospectus supplements or post-effective amendments as soon as
                  notified of the matters to be incorporated in such prospectus
                  supplements or post-effective amendments;

                                    (v) deliver to the Purchaser and the
                  underwriters, if any, without charge, as many copies of the
                  prospectus (including each preliminary prospectus) in
                  conformity with the requirement of the Securities Act and any
                  amendments or supplements thereto as such persons may
                  reasonably request and such other documents as they may
                  reasonably request to facilitate the prior sale or other
                  disposition of the Shares;

                                    (vi) prior to any public offering of Shares,
                  register or qualify or cooperate with the Purchaser, or the
                  underwriters, if any, in connection with the registration or
                  qualification of such Shares for offer and sale under the
                  securities or blue sky laws of such jurisdictions as the
                  Purchaser or underwriters, if any, reasonably requests in
                  writing and do any and all other acts or things necessary or


                                     - 6 -




<PAGE>

                  advisable to enable the disposition in such jurisdictions of
                  the Shares covered by the Registration Statement; provided,
                  however, that the Company shall not be required to qualify to
                  do business in any jurisdiction where it is not then so
                  qualified or to take any action that would subject it to
                  general service of process in any such jurisdiction where it
                  is not then so subject or would subject the Company to any tax
                  in any such jurisdiction where it is not then so subject; and

                                    (vii) with a view to making available the
                  benefits of certain rules and regulations of the SEC which may
                  at any time permit the sale of Shares to the public without
                  registration, during such time as a public market exists for
                  its equity securities, the Company agrees to:

                                            (A) make and keep public information
                           available, as those terms are understood and defined
                           in Rule 144 under the Securities Act, at all times
                           after the effective date of the first registration
                           under the Securities Act filed by the Company for an
                           offering of its equity securities to the general
                           public;

                                            (B) use its best efforts to file
                           with the SEC in a timely manner all reports and other
                           documents required of the Company under the
                           Securities Act and the Securities Exchange Act of
                           1934, as amended (the "Exchange Act") (at any time
                           after it has become subject to such reporting
                           requirements); and

                                            (C) furnish to the Purchaser
                           forthwith upon request a written statement by the
                           Company as to the Company's compliance with the
                           reporting requirements of said Rule 144, and of the
                           Securities Act and the Exchange Act, a copy of the
                           most recent annual or quarterly report of the Company
                           and such other reports and documents of the Company
                           as the Purchaser may reasonably request in availing
                           itself of any rule or regulation of the SEC allowing
                           a holder to sell any such securities without
                           registration.

                           (i) Notwithstanding the provisions of this Section 4
         to the contrary, the Company:

                                    (i) may require the Purchaser to furnish to
                  the Company such information regarding the distribution of
                  such securities as the Company may from time to time
                  reasonably request in writing, and the Company may limit such
                  registration rights to situations where a proposed
                  distribution of Shares is to be effected forthwith upon the
                  effectiveness of the Registration Statement; and

                                    (ii) may require the Purchaser to covenant
                  that he has not taken, and will not take, directly or
                  indirectly, any action designed, or which might reasonably be
                  expected, to cause or result in, under the Exchange Act or



                                     - 7 -





<PAGE>

                  otherwise, or which has caused or resulted in, stabilization
                  or manipulation of the price of any security of the Company to
                  facilitate the sale or resale of the Shares.

                           (j) The Purchaser agrees by acquisition of such
         Shares that, upon receipt of the request referred to in the proviso of
         Section 4(h)(ii) or of any notice from the Company of the happening of
         any event of the kind described in Section 4(h)(iii) hereof (other than
         as provided in Section 4(h)(iii)(A) hereof), the Purchaser shall
         forthwith discontinue disposition of Shares until he is advised in
         writing by the Company that the use of the prospectus may be resumed,
         and has received copies of any additional or supplemental documents or
         filings that are incorporated by reference in the prospectus, and, if
         so directed by the Company, the Purchaser shall deliver to the Company
         (at the Company's expense) all copies other than permanent file copies
         then in the Purchaser's possession, of the prospectus covering such
         Shares current prior to the time of receipt of such notice.


                  5. Indemnification.

                           (a) The Company agrees to indemnify and hold harmless
         the Purchaser against any losses, claims, damages, liabilities or
         expenses, joint or several, to which the Purchaser may become subject,
         under the Securities Act, the Exchange Act, or other federal or state
         statutory law or regulations, or at common law or otherwise (including
         in settlement of any litigation, if such settlement is effected with
         the written consent of the Company), insofar as such losses, claims,
         damages, liabilities or expenses (or actions in respect thereof as
         contemplated below) arise out of or are based upon (i) any untrue
         statement or alleged untrue statement of any material fact contained in
         any Registration Statement, any preliminary prospectus, or any
         amendment or supplement thereto, or arise out of or are based upon the
         omission or alleged omission to state in any of them a material fact
         required to be stated therein or necessary to make the statements in
         any of them not misleading, (ii) in whole or in part, any inaccuracy in
         the representations and warranties of the Company contained herein, or
         (iii) any failure of the Company to perform its obligations hereunder
         or under law; and will reimburse the Purchaser for any legal and other
         expenses as such expenses are reasonably incurred by the Purchaser in
         connection with investigating, defending, settling, compromising or
         paying any such loss, claim, damage, liability, expense or action;
         provided, however, that the Company will not be liable in any such case
         to the extent that any such loss, claim, damage, liability or expense
         arises out of or is based upon an untrue statement or alleged untrue
         statement or omission or alleged omission made in any Registration
         Statement, any preliminary prospectus, or any amendment or supplement
         thereto in reliance upon and in conformity with information furnished
         to the Company by each of the Purchaser expressly for the inclusion in
         any Registration Statement or any preliminary prospectus. This
         indemnity agreement will be in addition to any liability that the
         Company may otherwise have. The Company will not, without the prior
         written consent of the Purchaser, settle or compromise or consent to
         the entry of any judgment in any pending or threatened action or claim
         or related cause of action or portion of such cause of action




                                     - 8 -




<PAGE>

         in respect of which indemnification may be sought hereunder (whether or
         not the Purchaser is a party to such action or claim), unless such
         settlement, compromise or consent includes an unconditional release of
         the Purchaser from all liability arising out of such action or claim
         (or related cause of action or portion thereof).

                           (b) The Purchaser agrees to indemnify and hold
         harmless the Company, each of its directors, each of its officers who
         sign any Registration Statement, and each person, if any, who controls
         the Company within the meaning of the Securities Act, against any
         losses, claims, damages, liabilities or expenses to which the Company,
         or any such director, officer, or controlling person may become
         subject, under the Securities Act, the Exchange Act, or other federal
         or state statutory law or regulation, or at common law or otherwise
         (including in settlement of any litigation, if such settlement is
         effected with the written consent of the Purchaser), insofar as such
         losses, claims, damages, liabilities or expenses (or actions in respect
         thereof as contemplated below) arise out of or are based upon (i) any
         untrue or alleged untrue statement of any material fact contained any
         Registration Statement, any preliminary prospectus, or any amendment or
         supplement thereto, or (ii) the omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, in each case to the extent,
         but only to the extent, that such untrue statement or alleged untrue
         statement or omission or alleged omission was made in any Registration
         Statement, any preliminary prospectus, or any amendment or supplement
         thereto, in reliance upon and in conformity with information furnished
         to the Company by the Purchaser expressly for the use in any
         Registration Statement or any preliminary prospectus; and will
         reimburse the Company, or any such director, officer, or controlling
         person for any legal and other expense reasonably incurred by the
         Company, or any such director, officer, or controlling person in
         connection with investigating, defending, settling, compromising or
         paying any such loss, claim, damage, liability, expense or action. As
         to the Purchaser, in no event shall any indemnity under this subsection
         (b) exceed the net proceeds from sale of the number of Shares sold by
         the Purchaser. This indemnity agreement will be in addition to any
         liability which the Purchaser may otherwise have.

                           (c) Promptly after receipt by an indemnified party
         under this Section 5 of notice of the commencement of any action, such
         indemnified party will, if a claim in respect thereof is to be made
         against an indemnifying party under this Section 5, notify the
         indemnifying party in writing of the commencement thereof; but the
         omission so to notify the indemnifying party will not relieve it from
         any liability that it may have to any indemnified party for
         contribution or otherwise than under the indemnity agreement contained
         in this Section 5 or to the extent it is not prejudiced as a proximate
         result of such failure. In case any such action is brought against any
         indemnified party and such indemnified party seeks or intends to seek
         indemnity from an indemnifying party, the indemnifying party will be
         entitled to participate in, and, to the extent that it may wish,
         jointly with all other indemnifying parties similarly notified, to
         assume the defense thereof with counsel reasonably satisfactory to such
         indemnified party; provided, however, that if the defendants in any
         such action include both the indemnified party and




                                     - 9 -





<PAGE>

         the indemnifying party and the indemnified party shall have reasonably
         concluded that there may be a conflict between the positions of the
         indemnifying party and the indemnified parties which are different from
         or additional to those available to the indemnifying party, the
         indemnified party or parties shall have the right to select separate
         counsel to assume such legal defenses and to otherwise participate in
         the defense of such action on behalf of such indemnified party or
         parties. Upon receipt of notice from the indemnifying party to such
         indemnified party of its election so to assume the defense of such
         action and approval by the indemnified party of counsel, the
         indemnifying party will not be liable to such indemnified party under
         this Section 5 for any legal or other expenses subsequently incurred by
         such indemnified party in connection with the defense thereof unless
         (i) the indemnified party shall have employed such counsel in
         connection with the assumption of legal defenses in accordance with the
         proviso to the preceding sentence (it being understood, however, that
         the indemnifying party shall not be liable for the expenses of more
         than one separate counsel, approved by the Purchaser in the case of
         paragraph (a), representing the indemnified parties who are parties to
         such action) or (ii) the indemnifying party shall not have employed
         counsel reasonably satisfactory to the indemnified party to represent
         the indemnified party within a reasonable time after notice of
         commencement of the action, in each of which cases the fees and
         expenses of counsel shall be at the expense of the indemnifying party.

                           (d) If the indemnification provided for in this
         Section 5 is required but is for any reason held to be unavailable to
         or otherwise insufficient to hold harmless an indemnified party under
         subsections (a), (b) or (c) in respect of any losses, claims, damages,
         liabilities or expenses referred to herein, then each applicable
         indemnifying party shall contribute to the amount paid or payable by
         such indemnified party as a result of any losses, claims, damages,
         liabilities or expenses referred to herein (including any
         investigative, legal and other expenses reasonably incurred in
         connection with, and any amount paid in settlement of, any action, suit
         or proceeding or any claim asserted, but after deducting any
         contribution received by the Company and the Purchaser from any other
         persons, such as persons who control the Company within the meaning of
         the Act, officers of the Company who signed the Registration Statement
         and directors of the Company who also may be liable for contribution)
         (i) in such proportion as is appropriate to reflect the relative
         benefits received by the Company and the Purchaser from the offering of
         the Shares or any public offering of the Shares, as the case may be or
         (ii) if the allocation provided by clause (i) above is not permitted by
         applicable law, in such proportion as is appropriate to reflect not
         only the relative benefits referred to in clause (i) above but also the
         relative fault of the Company and the Purchaser in connection with the
         statements or omissions or inaccuracies in the representations and
         warranties herein which resulted in such losses, claims, damages,
         liabilities or expenses, as well as any other relevant equitable
         considerations. The relative benefits received by the Company, on the
         one hand, and the Purchaser, on the other, shall be deemed to be in the
         same proportion as the total net proceeds from the sale of the Shares
         (before deducting expenses) received by the Company bear to the total
         compensation received by the Purchaser hereunder. The relative fault of
         the Company and the Purchaser shall be determined by reference to,
         among other things, whether the untrue or alleged untrue




                                     - 10 -





<PAGE>

         statement of a material fact or the omission or alleged omission to
         state a material fact or the inaccurate or the alleged inaccurate
         representation and/or warranty relates to information supplied by the
         Company or the Purchaser and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such
         statement or omission. The amount paid or payable by a party as a
         result of the losses, claims, damages, liabilities and expenses
         referred to above shall be deemed to include, subject to the
         limitations set forth in subsection (c) of this Section 5, any legal or
         other fees or expenses reasonably incurred by such party in connection
         with investigating or defending any action or claim. The provisions set
         forth in subsection (c) of this Section 5 with respect to notice of
         commencement of any actions shall apply if a claim for contribution is
         to be made under this subsection (d); provided, however, that no
         additional notice shall be required with respect to any action for
         which notice has been given under subsection (c) for purposes of
         indemnification. The Company and the Purchaser agree that it would not
         be just and equitable if contribution pursuant to this Section 5 were
         determined solely by pro rata allocation or by any other method of
         allocation that does not take account of the equitable considerations
         referred to in this Section 5. Notwithstanding the provisions of this
         Section 5, the Purchaser shall not be required to contribute any amount
         in excess of the amount of compensation received by each of them. No
         person guilty of fraudulent misrepresentation (within the meaning of
         Section 11(f) of the Securities Act) shall be entitled to contribution
         from any person who was not guilty of such fraudulent
         misrepresentation.

                  6. Miscellaneous.

                           (a) This Agreement shall survive the death or
         disability of the Purchaser and shall be binding upon the Purchaser's
         heirs, executors, administrators, successors and permitted assigns.

                           (b) This Agreement and the documents referred to
         herein constitute the entire agreement between the parties hereto with
         respect to the subject matter hereof and together supersede all prior
         discussions or agreements in respect thereof.

                           (c) This Agreement may be executed in two or more
         counterparts, each of which shall be deemed to be an original, but all
         of which shall constitute a single document.

                           (d) This Agreement shall be governed by and construed
         in accordance with the laws of the State of New York. Any dispute
         arising out of or in connection with this Agreement shall be settled by
         arbitration in accordance with the rules of the American Arbitration
         Association then in effect. The location of any hearing shall be New
         York, New York.



                                     - 11 -




<PAGE>


         IN WITNESS WHEREOF, the Purchaser has executed this Agreement this 9th
day of December, 2003.


                                PURCHASER:


                                ------------------------------------------------

                                By:
                                   ---------------------------------------------
                                Name:

                                Title:



ACCEPTED AND AGREED TO:

NEWS COMMUNICATIONS, INC.


By:
   ---------------------------
     James A. Finkelstein
     President and Chief Executive Officer








                                     - 12 -