SUBSCRIPTION AGREEMENT


                  SUBSCRIPTION  AGREEMENT,  made as of October 4, 1996,  between
NEWS  COMMUNICATIONS,  INC., a Nevada  corporation with its principal offices at
173-15 Horace Harding Expressway,  Fresh Meadows, New York 11365 (the "Company",
which  term  shall  include  any  corporation  or entity  which  succeeds  to or
generally  assumes the  obligations  of the Company),  and the Persons listed on
Schedule A annexed hereto (each a "Purchaser").

         1.       Purchase of Securities.

                  1.1 Subject to the terms and conditions of this Agreement, the
Company  hereby agrees to issue and sell to each  Purchaser  and each  Purchaser
hereby  agrees to  purchase  from the  Company,  for the sum listed next to such
Purchaser's name on Schedule A in the column entitled  "Purchase Price," (a) the
number of shares of the Company's  Convertible  Preferred Stock, par value $1.00
per share (the "Shares"),  listed next to such Purchaser's name in Schedule A in
the  Column   entitled  "No.  of  Shares,"  such  Shares  having   designations,
preferences  and relative  participating,  conversion or other special rights or
qualifications,  limitations or restrictions as are set forth in the Certificate
of  Designation  with  respect  thereto  annexed  hereto as  Exhibit  1, and (b)
warrants,  in the form  annexed  hereto as Exhibit 2, to purchase  the number of
shares of the Company's Common Stock, par value $.01 per share (the "Warrants"),
listed next to such  Purchaser's  name in Schedule A in the column entitled "No.
of Warrants."

                  1.2 At the Closing (as  hereinafter  defined),  each Purchaser
shall  initiate a  wire-transfer  in the amount of its Purchase  Price to a bank
account specified by the Company and the Company shall deliver to such Purchaser
certificates representing the Shares and the Warrants purchased by it.

                  1.3 The  closing of the sale of the  Shares  and the  Warrants
("Closing")  shall take place at the  offices of Graubard  Mollen & Miller,  600
Third Avenue,  New York, New York 10016,  at 10:00 A.M., on the second  business
day following the date on which the  Certificate of Designation  with respect to
the Shares has been filed in the office of the Secretary of State of Nevada.  It
shall be a condition to the obligations of each Purchaser hereunder that, (a) on
or before the Closing, the Company and Jerry Finkelstein shall have entered into
an agreement extending the term of Mr. Finkelstein's  employment agreement for a
period  of five  years  from its  present  date of  expiration  on the terms and
conditions of such employment  agreement as are in effect on the date hereof and
(b) the Purchasers shall receive a certificate executed by the President and the
Chief  Financial  Officer of the Company  reaffirming  the  representations  and
warranties of the Company set forth herein as being true and correct on the date
of the  Closing.  It shall be a  condition  to the  obligations  of the  Company
hereunder  that Mr.  Wilbur  Ross  shall  agree to  serve as a  director  of the
Company,  as  Chairman of its  Executive  Committee  and as its Chief  Executive
Officer, as set forth in Section 6 hereof.



<PAGE>

                  1.4 Promptly  after the Closing,  the Company  shall take such
steps as are  necessary  to cause the shares of the Common Stock  issuable  upon
conversion  of the Shares and  exercise of the Warrants to be listed for trading
on the Nasdaq SmallCap Market, subject to notice of issuance.

         2.       Representations of the Purchaser.  Each Purchaser
represents and warrants for itself as follows:

                  2.1 It recognizes that making the investment hereby involves a
high degree of risk in that (i) it may not be able to liquidate its  investment;
(ii)  transferability of its investment may be unavailable or extremely limited;
and (iii) it could sustain the loss of its entire investment.

                  2.2      It is able to bear the economic risk of this
investment.

                  2.3 It is an "accredited  investor" as such term is defined in
Rule 501 of  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended (the "Act").

                  2.4 It has sufficient prior investment  experience,  including
investment  in  non-registered  securities,  to evaluate the merits and risks of
such an investment on its behalf. It recognizes the highly speculative nature of
this investment.

                  2.5 It has been  furnished by the Company during the course of
this  transaction  with  all  information  regarding  the  Company  which it had
requested  or desired to know;  that all  documents  which  could be  reasonably
provided have been made available for its inspection and review  including,  but
not  limited  to, any and all  documents  filed by the  Company  with the United
States Securities and Exchange  Commission ("SEC") under the Securities Exchange
Act of 1934, or  otherwise;  that it has been  afforded the  opportunity  to ask
questions  of and  receive  answers  from  duly  authorized  officers  or  other
representatives  of the  Company  concerning  the  terms and  conditions  of its
investment hereby, and any additional information which it has requested. It has
made such  investigation  of the Company,  including  its business and financial
condition,  as it has deemed  necessary for its purposes and is not relying upon
any  statements  or  information  about the Company,  it  business,  properties,
financial  condition and prospects except the representations and warranties set
forth in this Agreement.

                                       2

<PAGE>


                 2.6      The Shares and Warrants are being purchased for
its own account, for investment and not for distribution or
resale to others.

                  2.7 It  understands  that the Shares and the Warrants will not
be  registered  under  the  Act by  reason  of a  claimed  exemption  under  the
provisions of the Act which depends, in part, upon its investment intention.  In
this connection, it understands that it is the position of the SEC that the
statutory  basis for such exemption  would not be present if its  representation
merely meant that its present  intention  was to hold the Shares or the Warrants
for a short  period,  such as the capital  gains period of tax  statutes,  for a
deferred  sale,  for a market rise, or for any other fixed  period.  It realizes
that,  in the view of the  foregoing,  a purchase with an intent to resell would
represent a purchase with an intent  inconsistent with its representation to the
Company,  and the SEC might regard such a sale or disposition as a deferred sale
to which the exemption is not available.

         3.       Restriction on Transfer.

                  3.1      Neither the Shares, the Warrants nor any shares
of  Common  Stock of the  Company  issuable  upon  conversion  of the  Shares or
exercise of the Warrants (collectively, the "Securities") shall be transferable,
except upon the conditions  specified in this  Agreement,  which  conditions are
intended, in part, to insure compliance with the provisions of the Act.

                  3.2 Each Purchaser covenants and agrees that it will not sell,
assign or  otherwise  transfer or pledge or  hypothecate  any of the  Securities
except  pursuant to an effective  registration  statement  under the Act or in a
transaction  which is exempt from the  registration  provisions of the Act. Each
Purchaser  will cause any  proposed  transferee  of the  Securities  (other than
pursuant  to an  effective  registration  statement  or  pursuant  to  Rule  144


                                       3

<PAGE>

promulgated under the Act) to agree to take and hold such Securities  subject to
the provisions of this Article 3.

                  3.3      All certificates representing any of the
Securities will bear a legend of the following or similar
words:

                  The securities  represented by this  Certificate have not been
                  registered under the Securities Act of 1933, as amended. These
                  securities have been acquired for investment  purposes and not
                  with a view to  distribution  or resale,  and may not be sold,
                  assigned, pledged, hypothe-

                  cated  or   otherwise   transferred   without   an   effective
                  Registration   Statement   for  such   securities   under  the
                  Securities  Act of 1933,  as  amended,  and  applicable  state
                  securities laws, or an opinion of counsel satisfactory to News
                  Communications,  Inc. to the effect that  registration  is not
                  required under such Act or such state securities laws.

         4.       Representations by the Company.

                  4.1  The Company represents and warrants to each
Purchaser that:

                        (a) The Company is a corporation  duly organized,  
validly existing and in good standing under the laws of the State of Nevada, and
has the corporate  power to conduct the business  which it conducts and proposes
to conduct.
                        (b) The execution, delivery and performance of
this  Agreement by the Company has been duly  approved by the Board of Directors
of the  Company.  The  Company  knows of no  pending  or  threatened  action  or
proceeding  seeking to prevent the Company from  consummating  the  transactions
contemplated by this Agreement.
                                
                        (c) The Shares, Warrants and shares of Common Stock
issuable  upon  conversion  of the Shares and exercise of the Warrants have been
duly and  validly  authorized,  and,  when issued in  accordance  with the terms
hereof and thereof, will be validly issued, fully paid and non-assessable.

                        (d) To the best of the knowledge of the Company, the
action entitled Jean Jee v. News  Communications,  Inc. and all other litigation
brought against the Company or any of its subsidiaries as a defendant is without
merit,  fully insured  against or will not result in an adverse  judgment  which
would have a material adverse effect on the Company.

                        (e) No warrants, options or other securities or 
contracts  which  could  lead to the  issuance  of  Common  Shares  ("Derivative
Securities")  have been issued or entered  into since May 1, 1996 except for the
issuance in May 1996 of warrants to  purchase  an  aggregate  of 600,000  Common
Shares issued to D.H. Blair Investment  Banking Corp. and the granting in August
1996 of  options  to  purchase  10,000  Common  Shares to each of the  Company's
present directors pursuant to the Company's  Non-Discretionary  Directors' Stock
Option Plan.
                        (f) No Derivative Securities have been exercised by any
holder thereof since May 1, 1996.

                        (g) The Company knows of no investigation pending or 
threatened by the SEC or any other regulatory or self-regulatory body concerning
the Company.
                        (h) To the best of the knowledge of the Company, the
Company, the Annual Report of the Company on Form 10-K for the fiscal year ended
November  30,  1995 and the  quarterly  reports of the  Company on Form 10-Q for
subsequent  periods  through the quarter  ended May 31, 1996,  as filed with the
SEC, are true and correct in all material respects. To the best of the knowledge
of the Company,  since  November 30,  1995,  there has been no material  adverse
change to the business or operations of the Company.

                  4.2 The  representations  and  warranties  of the  Company  in
Section 4.1 shall survive the Closing until February 28, 1998.

         5.       Use of Proceeds.  The proceeds received by the
Company from the sale of the Shares and Warrants pursuant to
this Agreement shall be used only to pay indebtedness, for
acquisitions of new businesses and for general working
capital.

                                       4

<PAGE>

         6.       Directors and Officers.

                           (a)      On or before the Closing, the Company's
Board of Directors  shall take such steps as are  necessary to increase the size
of the whole  Board to 16  members,  of whom  one-half  shall be  nominated  and
elected by the holders of the Shares in  accordance  with the  provisions of the
Certificate of Designation with respect to the Shares. As so reconstituted,  the
Board  of  Directors  shall  consist  of  Gary  Ackerman,  Eric  Breindel,  John
Catsimatidis,  Jerry Finkelstein, Andrew Maloney, Michael Schenkler Andrew Stein
and Arthur  Tarlow,  as designees of the management of the Company (the "Current
Directors"),  and Carl Bernstein,  Mark Dickstein,  John E.  McConnoughty,  Jr.,
Robert P.  Nederlander,  Wilbur L. Ross,  Jr., Sy Syms,  Hillel  Weinberger  and
Sydney Gruson, as designees of the holders of the Shares (the "New  Directors").
Joseph K. Fisher,  David  Jaroslawicz,  William J.  Kelleher,  Jr.,  Christopher
McGrath and Martin J. McLaughlin,  who are currently serving as directors of the
Company,  shall resign as directors  and shall be invited to serve as members of
advisory boards to the Company's publications.

                           (b)      If a vacancy occurs among the Current
Directors  which  will be filled by the Board of  Directors,  the New  Directors
shall vote to elect as a director the person  selected by the remaining  Current
Directors to fill such  vacancy.  If a vacancy  occurs  among the New  Directors
which will be filled by the Board of Directors, the Current Directors shall vote
to elect as a director the person  selected by the  remaining  New  Directors to
fill such vacancy.

                           (c)      Upon his election to the Board of Directors 
of the Company,  Wilbur L. Ross,  Jr.  shall serve as Chairman of the  Executive
Committee of the Board of Directors.  Until such time as a full-time  paid Chief
Executive  Officer  is  hired  by the  Company,  Mr.  Ross  shall  serve in such
 capacity. In consideration for the services provided by Mr. Ross, he shall be
paid $1 per year and shall be  granted  five-year  options to  purchase  200,000
shares of Common  Stock,  exercisable  at $2.00 per share,  under the  Company's
Discretionary Directors' and Officers' Stock Option Plan.

         7.  Transfer.  The Company shall not be required (i) to transfer on its
books any securities of the Company which shall have been sold or transferred in
violation of any of the  provisions of this  Agreement or (ii) to treat as owner
of such  securities  or to  accord  the  right  to vote as such  owner or to pay
dividends to any  transferee to whom such  securities  have been  transferred in
violation of this Agreement.

         8.       Amendment.  No amendment or alteration of the terms
of this Agreement shall be valid unless made in writing and
signed by both of the parties hereto.

         9.       Governing Law.  This Agreement shall be governed by the law of
the State of New York applicable to agreements made and to be performed therein.

         10.      Severability.  The holding of any provision of this
Agreement to be invalid or  unenforceable  by a court of competent  jurisdiction
shall not affect any other  provision of this  Agreement,  which shall remain in
full force and effect.

         11.  Notices.  Any notices  required or permitted to be given hereunder
shall be sufficient if made in writing, and if delivered by hand against written
receipt therefor,  or sent by certified mail, return receipt  requested,  to the
addresses  set forth  above or below or such other  address as either  party may
from time to time  designate in writing to the other,  and shall be deemed given
as of the date of the delivery (if delivered by hand) or mailing (if mailed).

         12.      Waiver.  It is agreed that a waiver by either party of a 
breach of any provision of this Agreement shall not operate, or be construed, as
a waiver of any subsequent breach by that same party.

         13.      Entire Agreement.  This Agreement and the Exhibits hereto
contain the entire  agreement of the parties with respect to the subject  matter
hereof and shall be binding upon and inure to the benefit of the parties  hereto
and their  respective  legal  representatives,  heirs,  distributees,  permitted
successors and assigns.

         14.      Further Assurances.  The parties agree to execute and deliver
all such further  documents,  agreements and instruments and take such other and
further  action as may be  necessary  or appropriate  to carry out the  purposes
and intent of this Agreement.

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<PAGE>

        15.      Headings.  The article and section headings and subheadings
appearing  in  this  Agreement  are  for  purposes  of  easy reference  and  
shall  not  be  considered  a part  of  this Agreement  or in any way to modify,
amend or affect its provisions.

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

                                        NEWS COMMUNICATIONS, INC.


                                        By:  /s/ Michael Schenkler
                                            ---------------------------------
                                            Michael Schenkler, President

[PURCHASERS]




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



                                       6


<PAGE>
                                    EXHIBIT 1

                           CERTIFICATE OF DESIGNATION

                                       OF

                       $10.00 CONVERTIBLE PREFERRED STOCK

                                       OF

                            NEWS COMMUNICATIONS, INC.

                     -------------------------------------- 
                       Pursuant to Section 78.195 of the
                             Nevada Revised Statutes
                     --------------------------------------


                  NEWS  COMMUNICATIONS,   INC.,  a  corporation   organized  and
existing under the laws of the State of Nevada, DOES HEREBY CERTIFY THAT:

                  FIRST:   News Communications, Inc. (the "Corporation") was 
incorporated under the laws of the State of Nevada on May 20, 1986;

                  SECOND:  Pursuant  to  authority  conferred  upon the Board of
Directors by the Articles of Incorporation of the Corporation, as amended, under
the provisions of Section 78.195 of the Nevada  Revised  Statutes,  the Board of
Directors  of the  Corporation  on  October  3,  1996,  fixed the  designations,
preferences and relative,  participating,  optional, conversion or other special
rights, or qualifications, limitations or restrictions of up  to 200,000  shares
of  preferred  stock of the  Corporation, $1.00 par value, as follows:

                  (1)  Designation.   A  series  of  preferred  stock  shall  be
designated  and known as the $10.00  Convertible  Preferred  Stock  (hereinafter
called "$10.00 Convertible  Preferred Stock").  Each share of $10.00 Convertible
Preferred  Stock shall be  identical  in all  respects  with the other shares of
$10.00 Convertible Preferred Stock.

                  (2)  Number  of  Shares.   The  number  of  shares  of  $10.00
Convertible   Preferred  Stock  shall  be  200,000  shares.   Shares  of  $10.00
Convertible  Preferred Stock purchased by the Corporation  shall be canceled and
shall revert to authorized but unissued shares of preferred  stock  undesignated
as to series.  The shares of $10.00  Convertible  Preferred  Stock  shall not be
callable by the Corporation.

                  (3)      Dividends. Dividends shall be payable on the $10.00
Convertible  Preferred  Stock  at a rate  equal  to five  times  the  amount  of
dividends,  if any, per share declared and paid by the Corporation on its Common
Stock,  as and when  dividends  may be declared and paid upon the Common  Stock,
payable out of funds legally available for the declaration of dividends.


                                        7

<PAGE>
     Subject to the  foregoing  and to any  further  limitations  prescribed  in
accordance  with the  provisions  of the  Certificate  of  Incorporation  of the
Corporation,  the Board of  Directors  may  declare,  out of any  funds  legally
available  therefor,  dividends upon the then  outstanding  shares of any junior
stock, and/or any parity stock (other than $10.00 Convertible  Preferred Stock),
and no holders of shares of $10.00 Convertible Preferred Stock shall be entitled
to share therein.

                  (4) Liquidation  Preference.  In the event of any voluntary or
involuntary  liquidation,  dissolution  or  winding  up of  the  affairs  of the
Corporation,  then, after payment to holders of any series of preferred stock or
other  class of  securities  entitled  to a  preference  over  holders of $10.00
Convertible Preferred Stock but before any distribution or payment shall be made
to the holders of any junior stock, the holders of $10.00 Convertible  Preferred
Stock shall be entitled to be paid the amount of $10.00 per share, together with
all accrued and unpaid  dividends to such  distribution or payment date. If such
payment  shall  have been  made in full to the  holders  of  $10.00  Convertible
Preferred Stock, then the remaining assets and funds of the Corporation shall be
distributed  among the holders of the other  classes and series of capital stock
of the Corporation,  according to their respective rights and preferences and in
each case  according  to their  respective  shares.  If,  upon any  liquidation,
dissolution  or  winding up of the affairs of  the Corporation, the  amounts  so
payable are not paid in full to the holders of all outstanding  shares of $10.00
Convertible  Preferred Stock, then the holders of $10.00  Convertible  Preferred
Stock and the  holders of all other  parity  stock  shall  share  ratably in any
distribution  of assets in  proportion  to the full  amounts to which they would
otherwise be  respectively  entitled  according to their  respective  rights and
preferences.  The merger or consolidation of the Corporation with or into one or
more other  entities or the sale,  lease or  conveyance  of all or a part of its
assets shall not be deemed to be a liquidation, dissolution or winding up of the
affairs of the  Corporation  within the meaning of the  foregoing  provisions of
this Section (4).

                  (5)      Voting and Other Rights.

                           (a)      Except as hereinafter specifically
provided,  each issued and  outstanding  share of $10.00  Convertible  Preferred
Stock shall be  entitled,  with respect to all matters  presented  for a vote to
holders of Common Stock, to such number of votes such share would have had if it
had been  converted  into shares of Common Stock  pursuant to Section (6) on the
record date of stockholders  entitled to vote on such matters,  or, if no record
date is  established,  at the date  such vote is taken.  The  holders  of $10.00
Convertible  Preferred  Stock shall be entitled to the same prior  notice of all

                                       8

<PAGE>

stockholders'  meetings as is given to other  stockholders  and to vote together
with such holders as set forth therein upon any matter submitted to such holders
for a vote and not as a separate class. Except as specifically  provided herein,
if for any  reason  holders  of  $10.00  Convertible  Preferred  Stock  shall be
entitled to vote as a separate  class,  the holders of a majority in interest of
$10.00 Convertible  Preferred Stock entitled to vote in such election shall bind
the entire class of $10.00  Convertible  Preferred  Stock.  The shares of $10.00
Convertible Preferred Stock shall not have any relative, participating, optional
or any other special rights or powers other than as set forth herein.

                           (b)      So long as at least 100,000 shares of
$10.00  Convertible  Preferred  Stock are  outstanding,  the  holders  of record
thereof,  acting  as a single  class,  shall be  entitled,  at all  meetings  of
stockholders  and other times when  directors are elected or  appointed,  to the
exclusion of the holders of the Common Stock,  to nominate and elect that number
of  directors  of the  Corporation  equal to  one-half  of the  total  number of
directors that shall  constitute  the whole Board of Directors.  Any director so
elected may be removed by, and shall not be removed without cause except by, the
vote of the  holders of record of a majority  of the  outstanding  shares of the
$10.00 Convertible  Preferred Stock acting as a single class.  During the period
that the preceding  provisions of this Section (5)(b) are in effect, the holders
of the $10.00 Convertible  Preferred Stock shall not be entitled to vote for the
election of any other directors except as provided in this Section (5)(b).

                                    The vote of all of the holders of record
of the $10.00  Convertible  Preferred Stock shall be necessary for  authorizing,
effecting  or  validating  the  amendment,  alteration  or  repeal of any of the
provisions of the Certificate of  Incorporation  or any  certificate  amendatory
thereof or supplemental thereto (including any Certificate of Designation or any
similar  document  relating  to any series of  preferred  stock) so as to affect
adversely the powers,  preferences or rights of the $10.00 Convertible Preferred
Stock. The increase of the authorized amount of the Preferred Stock shall not be
deemed to affect  adversely  the  powers,  preferences  or rights of the  $10.00
Convertible Preferred Stock.

                                    Unless the vote or consent of the holders
of a greater number of shares shall then be required by law, so long as at least
100,000 shares of $10.00 Convertible  Preferred Stock are outstanding,  the vote
of the holders of record of a majority of the outstanding shares thereof, acting
as a single class,  shall be necessary for authorizing,  effecting or validating
(i) the  merger  or  consolidation  of the  Corporation  into or with any  other
corporation,  (ii) the sale of all or  substantially  all of the  assets  of the
Corporation or (iii) the issuance of any parity stock (as hereinafter  defined).
In calculating s uch majority, the vote of any holder who has an interest in the
transaction other than solely as a holder shall not be included.

                                       9
<PAGE>

                  (6)      Conversion.

                           (a)      Any holder of a share  of $10.00 Convertible
Preferred  Stock may convert each such share, at any time and from time to time,
into  shares of Common  Stock.  The number of shares of Common  Stock into which
each  share of $10.00  Convertible  Preferred  Stock may be  converted  shall be
obtained by dividing  $10.00 by the Conversion  Price,  which shall initially be
$2.00 and  shall be  subject  to  adjustment  from  time to time as  hereinafter
provided in Section (6)(c) or (d) below and subject to the provisions  regarding
no  issuance  of  fractional  shares  set forth in  Section  (6)(i)  below.  The
conversion of any shares of $10.00 Convertible  Preferred Stock shall not affect
the holders' rights to dividends unpaid to the date of conversion but all rights
to future  dividends and any interest  thereon shall terminate upon  conversion.
The shares of Common Stock into which the $10.00 Convertible  Preferred Stock is
convertible shall be referred to as the "Converted Securities."

                           (b)      In order to convert shares of $10.00
Convertible Preferred Stock into Converted Securities,  the holder thereof shall
surrender the  certificate  or  certificates  for $10.00  Convertible  Preferred
Stock, duly endorsed or in blank, to the Corporation at its principal office (or
such other place as may be reasonably designated by the Corporation), shall give
written  notice to the  Corporation at said office that he elects to convert the
same and shall state in writing therein the name or names in which he wishes the
certificates for Converted Securities to be issued and shall make payment to the
Corporation of any applicable  transfer or other taxes. The Corporation will, as
soon as practicable thereafter,  deliver at said office to such holder of shares
of the  $10.00  Convertible  Preferred  Stock  or to his  nominee  or  nominees,
certificates  for the number of full  Converted  Securities to which he shall be
entitled as  aforesaid  and, if  applicable,  a check in lieu of any  fractional
share of Common  Stock as  provided  in  Section  (6)(i).  Shares of the  $10.00
Convertible  Preferred  Stock shall be deemed to have been  converted  as of the
date of the surrender of such  certificate  or  certificates  for  conversion as
provided  above,  and the person or persons  entitled to receive  the  Converted
Securities  issuable  upon such  conversion  shall be treated for all  purposes,
including,  but not limited to, the right to vote the Common  Stock  included as
part of the Converted Securities, as the record holder or holders of such Common
Stock on such date.

                                       10
<PAGE>


                           (c)      The Conversion Price of the $10.00
Convertible  Preferred  Stock and,  accordingly,  the number of shares of Common
Stock  into which  the  shares of $10.00  Convertible  Preferred  Stock  may  be
converted,  shall be subject to adjustment from time to time as follows:

                                    A.      In case the Corporation shall (i)
subdivide or split its  outstanding  shares of Common Stock into a larger number
of shares by  recapitalization,  reclassification  or  split-up  thereof,  or by
issuance of shares of Common Stock as a dividend or  distribution  on the Common
Stock,  or (ii)  combine its  outstanding  shares of Common Stock into a smaller
number of shares by  recapitalization,  reclassification or combination thereof,
the Conversion  Price in effect  immediately  prior thereto shall be adjusted so
that the holder of any shares of $10.00  Convertible  Preferred Stock thereafter
shall be entitled to receive,  upon such conversion effected after the happening
of any of the events  described above, the same number of shares of Common Stock
as such  holder  would  have  received  had such  shares of  $10.00  Convertible
Preferred Stock been converted immediately prior to the happening of such event.

                                    B.      In case the Corporation after the
date hereof  shall  distribute  to all of the holders of  outstanding  shares of
Common Stock any securities or other assets (other than a cash distribution made
as a dividend  payable  out of  earnings  or out of any earned  surplus  legally
available  for  dividends  under the laws of the State of Nevada),  the Board of
Directors  shall be required to make such equitable  adjustment in the number of
shares of Common  Stock into which  each share of $10.00  Convertible  Preferred
Stock is convertible pursuant to Section (6)(a) hereof, as in effect immediately
prior to the record date for such distribution,  as may be necessary to preserve
for the holder rights substantially  proportionate to those enjoyed hereunder by
the holder immediately prior to the happening of such distribution.

                                    C.      In case the Corporation shall sell
any  shares  of  Common  Stock  for a  consideration  per  share  less  than the
then-current  Conversion Price, the Conversion Price in effect immediately prior
to such sale shall be changed to a price (including any applicable fraction of a
cent) determined by multiplying the Conversion Price in effect immediately prior
thereto by a fraction, the numerator of which shall be the sum of (i) the number
of shares of Common Stock outstanding  immediately prior to the issuance of such
additional  shares  and (ii) the  number of shares  of  Common  Stock  which the
aggregate  consideration  received  for the issuance of such  additional  shares

                                       11

<PAGE>


would purchase at the Conversion Price in effect  immediately prior to such sale
and the  denominator  of which  shall be the  number of  shares of Common  Stock
outstanding immediately after the issuance of such additional shares;  provided,
however,  that no such  adjustment  shall be made upon (i) the  exercise  of any
options,  warrants or other rights to acquire  Common Stock  outstanding  on the
date of issuance of the $10.00 Convertible  Preferred Stock or (ii) the exercise
of any  options,  warrants  or other  rights to  acquire  Common  Stock  granted
pursuant to any employee benefit plan of the  Corporation,  whether such plan is
in effect on the date of issuance of the $10.00  Convertible  Preferred Stock or
thereafter adopted.

                  An  adjustment  made  pursuant to this  Section  (6)(c)  shall
become effective  immediately after the record date in the case of a dividend or
distribution  and immediately  after the effective date in the case of a Section
or combination.  Such adjustments shall be made successively  whenever any event
described above shall occur.

                           (d)      In the case of any reclassification of the
outstanding Common Stock (other than a change which solely affects the par value
of such shares of Common Stock or a change covered by Section (6)(c) hereof), or
if the Corporation or any successor  company shall consolidate or merge with, or
convey all or  substantially  all its property and assets to, any other company,
then, as a condition precedent to such reclassification,  consolidation,  merger
or conveyance  (other than a consolidation or merger in which the Corporation is
the continuing  corporation and which does not result in any reclassification or
reorganization of the outstanding  shares of Common Stock),  adequate  provision
shall be made  whereby  the  holders of shares of $10.00  Convertible  Preferred
Stock at the time  outstanding  shall  thereafter  be entitled to convert  their
shares of $10.00  Convertible  Preferred Stock (or any other  securities,  other
than Common Stock, that may be issued on such  reclassification,  consolidation,
merger or conveyance  with respect to or in exchange for the $10.00  Convertible
Preferred  Stock)  into such  shares of  stock,  securities  or assets as may be
issuable or payable with respect to, or in exchange for, the number of shares of
Common Stock or the other shares of stock, securities or assets, as the case may
be, into which their shares of the $10.00  Convertible  Preferred Stock would be
convertible immediately prior to such reclassification, consolidation, merger or
conveyance;  and the right which the holders of the $10.00 Convertible Preferred
Stock have to receive  additional  shares of Common Stock on conversion of their
shares of $10.00  Convertible  Preferred Stock on account of any adjustment made
pursuant to Section  (6)(c)  shall  continue  and be preserved in respect of any
stock or other  securities  of the  successor  company  into which shares of the
$10.00 Convertible Preferred Stock shall thereafter become exchangeable.

                                       12
<PAGE>


                                    In the case the Corporation shall, at any
time prior to the conversion of all of the $10.00  Convertible  Preferred Stock,
offer to the holders of its Common Stock any rights to subscribe for  additional
shares of Common Stock or shares of any other class of the Corporation, then the
Corporation  shall give written notice thereof to the registered  holders of the
$10.00  Convertible  Preferred  Stock not less than 20 days prior to the date on
which the books of the  Corporation are closed or a record date is fixed for the
determination of the stockholders  entitled to such  subscription  rights.  Such
notice  shall  specify  the date as to which the books shall be closed or record
date fixed  with  respect  to such  offer of  subscription  and the right of the
holder of $10.00  Convertible  Preferred  Stock to  participate in such offer of
subscription shall terminate if the $10.00 Convertible Preferred Stock shall not
be  converted  on or before the date of such closing of the books or such record
date.

                                    Whenever the number of shares of Common
Stock  deliverable  upon the  conversion  of each  share of  $10.00  Convertible
Preferred Stock shall be adjusted pursuant to the provision of Section (6)(c) or
(d), the  Corporation  shall promptly (A) file with the transfer  agent, if any,
for the shares of $10.00  Convertible  Preferred Stock a certificate,  signed by
the  Chairman  of  the  Board  or  the  President  or a  Vice  President  of the
Corporation,  and (B) mail, or cause the transfer  agent to mail, to all holders
of shares of $10.00  Convertible  Preferred Stock, at their last address as they
shall appear upon the stock records of the Corporation,  a notice, setting forth
in each  case,  the  increased  or  decreased  number of shares of Common  Stock
thereafter  deliverable  upon the  exchange of each share of $10.00  Convertible
Preferred  Stock.  The certificate  filed with the transfer agent shall show, in
addition, in reasonable detail the method of calculation and the facts requiring
such adjustment and upon which such calculation is based.

                                       13

<PAGE>

                                    The term "Common Stock" shall mean (A) the
class of stock  designated as the "Common Stock" of the  Corporation at the date
of initial issuance of shares of the $10.00  Convertible  Preferred Stock or (B)
any other class of stock resulting from successive changes or  reclassifications
of such  Common  Stock  consisting  solely of changes in par value,  or from par
value to no par  value or from no par  value to par  value,  or (C) any  capital
stock of the Corporation  hereafter  authorized  which shall not be limited to a
fixed sum or percentage  of par or preference  value in respect of the rights of
holders  thereof to  participate in dividends or in the  distribution  of assets
upon the voluntary or involuntary liquidation,  dissolution or winding up of the
Corporation.  In the event that, at any time, as a result of an adjustment  made
pursuant to Section  (6)(c) or (d) above,  the holder of any share of the $10.00
Convertible  Preferred Stock thereafter  surrendered for conversion shall become
entitled  to receive  any  shares of the  Corporation  other than  shares of the
Corporation's  Common Stock as in effect on the date hereof,  then the shares so
receivable  upon  conversion  of any share of the $10.00  Convertible  Preferred
Stock shall be subject to adjustment  from time to time in a manner and on terms
as nearly  equivalent  as  practicable  to the  provisions  contained in Section
(6)(c) or (d).

                                    At all times, a sufficient number of the
authorized but unissued  shares and/or  treasury shares of Common Stock shall be
reserved by the  Corporation  for the purpose of conversion of all shares of the
$10.00 Convertible Preferred Stock at the time outstanding.

                                    In lieu of fractions of shares of Common
Stock issuable upon conversion of the $10.00  Convertible  Preferred  Stock, the
Corporation  shall  pay  to the  holder  in  cash  the  Fair  Market  Value  (as
hereinafter defined) of any such fraction of a share of Common Stock on the date
of conversion.

                  (7)  Preemptive  Rights.  The  holders  of  shares  of  $10.00
Convertible Preferred Stock shall, as such, have no preemptive right to purchase
or otherwise  acquire  shares of any class of stock or other  securities  of the
Corporation now or hereafter authorized.

                  (8)      Junior and Parity Stock.  As used herein with
respect to $10.00 Convertible Preferred Stock, the following
terms shall have the following meanings:

                           (a) The term "parity  stock" shall mean all series of
         preferred stock (including,  but not limited, to the $10.00 Convertible
         Preferred  Stock)  and any  other  class of  stock  of the  Corporation
         hereafter  authorized  ranking on a parity with the $10.00  Convertible
         Preferred  Stock  in the payment of dividends or in the distribution of
         assets on any liquidation, dissolution or winding up of the 
         Corporation.


                                       14

<PAGE>


                           (b)  The  term   "junior   stock"   shall   mean  the
         Corporation's  Common  Stock,  par value $.01 per share,  and any other
         class of stock  of the  Corporation  hereafter  authorized  over  which
         preferred  stock,  including,  but not limited to,  $10.00  Convertible
         Preferred Stock, has preference or priority in the payment of dividends
         or in the distribution of assets on any liquidation, dissolution or 
         winding up of the Corporation.

                  (9) Senior Stock. The Corporation may not, without the consent
of the holders of a majority of the $10.00 Convertible  Preferred Stock,  create
any new class or series of  preferred  stock  with  rights  senior to the $10.00
Convertible Preferred Stock.

                  (10)     Fair Market Value.  As used herein with respect
to $10.00 Convertible Preferred Stock, "Fair Market Value"
shall mean:

                           (a) If the principal market for the Common Stock is a
                  national  securities  exchange or the Nasdaq  National  Market
                  System or the Nasdaq SmallCap Market,  the closing sales price
                  of the Common  Stock on such day as reported by such  exchange
                  or  market  system,  or  on  a  consolidated  tape  reflecting
                  transactions on such exchange or market system; or

                           (b)      If the principal market for the Common Stock
                  is not a national securities exchange or the  Nasdaq  National
                  Market System or  the  Nasdaq SmallCap  Market and  the Common
                  Stock is  quoted on the  National  Association  of  Securities
                  Dealers Automated Quotation System, the average of the closing
                  bid and closing  asked  prices of the Common Stock on the date
                  in question, as quoted on such System; or

                           (c) If the  principal  market for the Common Stock is
                  not a national  securities  exchange  or the  Nasdaq  National
                  Market  System or the  Nasdaq  SmallCap  Market and the Common
                  Stock is not quoted on the National Association of  Securities
                  Dealers Automated  Quotation  System,  the  mean  between  the
                  highest bid and lowest  asked prices for the Common  Stock  on
                  the date in  question,  as  reported by the National Quotation
                  Bureau, Inc. ("NQB") or at  least two  market  makers  in  the
                  Common  Stock if  quotations  are  not  available from NQB but
                  are available from market makers; or

                           (d) If the  principal  market for the Common Stock is
                  not (a), (b) or (c),  "Fair Market  Value" shall be determined
                  by the Corporation's Board of Directors, whose decision shall
                  be final and binding.

                                       15

<PAGE>

                  (11)     Registration Rights.

                           (a)      Demand Registration

                                            Grant of Right.  The Corporation,
upon written demand ("Demand  Notice") of any holder or holders of not less than
forty percent (40%) of the  outstanding  Shares  ("Converting  Holder(s)")  made
within  five years of the date of this  Agreement,  agrees to  register,  on one
occasion,  all or any portion,  as requested by the Converting  Holder(s) in the
Demand  Notice,  of the shares of Common Stock ("Common  Shares")  issuable upon
conversion  of  the  Shares  of  the  Converting  Holder(s)   (collectively  the
"Registrable  Securities").  On such occasion, the Corporation will use its best
efforts to file a registration  statement under the Act covering the Registrable
Securities  within  ninety days after  receipt of the Demand  Notice and use its
best efforts to have such registration  statement  declared  effective  promptly
thereafter.  The Corporation  covenants and agrees to give written notice of its
receipt of any Demand Notice by any Converting Holder(s) to all other holders of
the  Shares  within  ten days from the date of the  receipt  of any such  Demand
Notice and will include in the registration statement the Registrable Securities
of all such other holders who convert their Shares into Common Shares and who so
request by written notice to the Corporation within ten days thereafter.

                                            Terms.  The Corporation shall bear
all fees and  expenses  attendant  to  registering  the  Registrable  Securities
pursuant to this Section 11(a), but the Converting  Holder(s) whose  Registrable
Securities are included in the registration  statement ("Holders") shall pay any
and all underwriting commissions and non-accountable expenses of any underwriter
selected by the Holders to sell the  Registrable  Securities,  together with the
expenses  of any legal  counsel  selected by the  Holders to  represent  them in
connection with the sale of the Registrable  Securities.  The Corporation agrees
to use its prompt  best  efforts to cause the filing  required  herein to become
effective and to qualify or register the  Registrable  Securities in such States
as are reasonably requested by the Holders; provided,  however, that in no event
shall the  Corporation be required to register the  Registrable  Securities in a
State in which such registration would cause (A) the Corporation to be obligated
to do  business  in  such  State,  or  (B)  the  principal  stockholders  of the
Corporation  to be  obligated  to escrow  their  shares of capital  stock of the
Corporation.  The  Corporation  shall  cause any  registration  statement  filed
pursuant to the demand rights  granted  under Section 11(a) to remain  effective
for a  period  of  at  least  nine  months  from  the  effective  date  of  such
registration statement.

                                       16

<PAGE>

                           (b)      "Piggy-Back" Registration.

                                    (i)     Grant of Right.  In addition to the
foregoing  demand right of registration,  the Holders of Registrable  Securities
shall have the right until five years from the date of this Agreement to include
the Registrable Securities as part of any other registration of securities filed
by the  Corporation  if  allowable  under  the  Act and  the  rules  promulgated
thereunder;   provided  however,   that  if,  in  the  written  opinion  of  the
Corporation's  managing underwriter or underwriters,  if any, for such offering,
the inclusion of the Registrable Securities,  when added to the securities being
registered  by the  Corporation  or  selling  securityholders,  will  exceed the
maximum  amount of  securities  which can be marketed (A) at a price  reasonably
related to their then  current  market  value,  or (B)  without  materially  and
adversely  affecting the entire offering,  then the Corporation may exclude from
such  offering  all  or  any  portion  of the  Registrable  Securities  to be so
registered.

                                    (ii)    Terms.  The Corporation shall bear
all fees and  expenses  attendant  to  registering  the  Registrable  Securities
pursuant  to  this  Section  11(b),  but  the  Holders  shall  pay  any  and all
underwriting   commissions  and  non-accountable  expenses  of  any  underwriter
selected by the Holders to sell the  Registrable  Securities,  together with the
expenses  of any legal  counsel  selected by the  Holders to  represent  them in
connection  with the sale of the  Registrable  Securities.  In the event of such
proposed  registration,  the  Corporation  shall furnish the then Holders of the
outstanding Registrable Securities with not less than thirty days written notice
prior to the proposed date of filing of such regis-

tration  statement.  Such notice to the Holders  shall  continue to be given for
each  registration  statement  filed  (during  such  five-year  period)  by  the
Corporation  until  such  time as all of the  Registrable  Securities  have been
registered  and sold, if earlier.  The Holders shall  exercise the  "piggy-back"
rights provided for herein by giving written  notice,  within twenty days of the
receipt of the  Corporation's  notice of its  intention  to file a  registration
statement. The Corporation shall cause any registration statement filed pursuant
to the above  "piggy-back"  rights to remain  effective for at least nine months
from the date that the Holders of the Registrable Securities are first given the
opportunity to sell all of such securities.

                                       17

<PAGE>

                           (c)      General Terms.

                                    (i)  Indemnification.

                                         (A)     The  Corporation will indemnify
each Holder whose  Registrable  Securities are included in any such registration
statement,  with respect to which registration,  qualification or compliance has
been effected or attempted pursuant to this Section 11, and each underwriter, if
any, and each person who controls any underwriter  within the meaning of the Act
or the Securities Exchange Act of 1934 (the "Exchange Act"), against all claims,
losses,  damages and liabilities (or actions in respect  thereof) arising out of
or based on any untrue  statement  (or alleged  untrue  statement) of a material
fact contained in any prospectus, offering circular or other document (including
any related  registration  statement,  notification or the like) incident to any
such  registration,  qualification  or  compliance  or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,  or any violation by
the  Corporation of the Act or any rule or regulation  thereunder  applicable to
the  Corporation  in connection  with any such  registration,  qualification  or
compliance,  and will  reimburse  the Holder whose  Registrable  Securities  are
included in such registration  statement,  each such underwriter and each person
who controls any such underwriter  within the meaning of the Act or the Exchange
Act, for any legal and any other expenses reasonably incurred in connection with
investigating and defending any such claim,  loss,  damage,  liability or action
provided that the Corporation  will not be liable in any such case to the extent
that any such claim,  loss,  damage,  liability  or expense  arises out of or is
based on any  untrue  statement  or  omission  based  upon  written  information
furnished to the  Corporation  by the Holder whose  Registrable  Securities  are
included in such registration statement.

                                      (B)  It shall be a condition to the
Corporation's   obligations  under  this  Section  11  that  each  Holder  whose
Registrable  Securities  are  included  in  the  securities  as  to  which  such
registration,  qualification  or  compliance  is being  effected,  indemnify the
Corporation, each of its directors and officers and each underwriter, if any, of
the Corporation's securities covered by such registration statement, each person
who  controls  the  Corporation  or such  underwriter  within the meaning of the
Exchange Act and the Act and the rules and  regulations  thereunder,  each other
securityholder  participating  in such  distribution and each of their officers,
directors and partners,  and each person controlling such other  securityholder,
against  all claims,  losses,  damages  and  liabilities  (or actions in respect
thereto)  arising out of or based on any untrue  statement  (or  alleged  untrue
statement)  of a material  fact  contained in any such  registration  statement,
prospectus,  offering  circular or other  document,  or any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein not misleading,  and will reimburse the
Corporation  and such  other  securityholders,  directors,  officers,  partners,
persons,  underwriters  or control  persons for any legal or any other  expenses


                                       18
<PAGE>

reasonably  incurred in  connection  with  investigating  or defending  any such
claim, loss,  damage,  liability or action, in each case to the extent, but only
to the extent,  that such untrue  statement  (or alleged  untrue  statement)  or
omission (or alleged  omission) is made in such document in reliance upon and in
conformity with written  information  furnished to the Corporation  such Holder;
provided,  however,  that the  obligations  of such  Holder  hereunder  shall be
limited to an amount equal to the proceeds received by such Holder of securities
sold as contemplated herein.

                                            (C)      Each party entitled to
indemnification  under this subsection  11(c)(i)(the  "Indemnified Party") shall
give notice to the party required to provide  indemnification (the "Indemnifying
Party") promptly after such Indemnified  Party has actual knowledge of any claim
as to which indemnity may be sought,  and shall permit the Indemnifying Party to
assume  the  defense of any such claim or any  litigation  resulting  therefrom,
provided that counsel for the Indemnifying  Party, who shall conduct the defense
of such claim or any litigation  resulting  therefrom,  shall be approved by the
Indemnified Party (whose approval shall not be unreasonably  withheld),  and the
Indemnified  Party may participate in such defense at such party's expense,  and
provided  further  that the failure of any  Indemnified  Party to give notice as
provided  herein  shall not relieve the  Indemnifying  Party of its  obligations
under this subsection  11(c)(i).  No  Indemnifying  Party, in the defense of any
such claim or  litigation,  shall,  except with the consent of each  Indemnified
Party,  consent to entry of any judgment or enter into any settlement which does
not  include as an  unconditional  term  thereof  the giving by the  claimant or
plaintiff to such  Indemnified  Party of a release from all liability in respect
to  such  claim  or  litigation.  Each  Indemnified  Party  shall  furnish  such
information  regarding itself or the claim in question as an Indemnifying  Party
may  reasonably  request  in  writing  and as shall be  reasonably  required  in
connection with defense of such claim and litigation resulting therefrom.



                                       19


<PAGE>



                                       (D)      Notwithstanding the foregoing
provisions of this subsection  11(c)(i),  the parties acknowledge that it is the
position of the SEC that  indemnification  for violations of the securities laws
is unenforceable.

                                    (ii)    Information.  Each Holder shall
furnish  to the  Corporation  such  information  regarding  the  Holder  and the
distribution  proposed by such Holder as the Corporation may reasonably  request
in  writing  and  as  shall  be  reasonably  required  in  connection  with  any
registration, qualification or compliance referred to in this Section 11.

                           (d)      Termination.  The rights granted under
this  Section  11  shall  terminate  upon  delivery  to  the  Purchasers  of  an
unqualified  opinion  of  counsel  to the  Corporation  in  form  and  substance
reasonably  acceptable  to counsel  for the  Purchaser  to the effect  that such
rights are no longer necessary for the public sale of the shares of Common Stock
issuable upon conversion of the Shares.

                  IN WITNESS WHEREOF, NEWS COMMUNICATIONS,  INC. has caused this
Certificate  of Designation to be duly executed by its President and attested to
by its  Secretary,  who affirm that the  information  contained in the foregoing
Certificate  of Designation is true under the penalties of perjury this ____ day
of October 1996.

                                   NEWS COMMUNICATIONS, INC.


                                    By: /s/Michael Schenkler
                                       -----------------------------------
                                         Michael Schenkler, President


                                     By: /s/Martin J. McLaughlin
                                        ----------------------------------
                                         Martin J. McLaughlin, Secretary



                                       20

<PAGE>

                                    EXHIBIT 2

                                     WARRANT


THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE
"ACT") OR UNDER ANY STATE  SECURITIES  LAW, HAS BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE SOLD, TRANSFERRED,  PLEDGED,  HYPOTHECATED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE  REGISTRATION  STATEMENT WITH RESPECT  THERETO UNDER THE ACT AND
ANY  APPLICABLE  STATE  SECURITIES  LAW, OR THE  COMPANY  RECEIVES AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

                  News Communications, Inc. (the "Company") hereby grants to
                                                        (the
"Holder")  the right,  privilege,  and option to purchase [ ,000]  shares of its
Common Stock, par value $.01 per share ("Common Stock"),  at the purchase price,
subject to adjustment as hereinafter provided, of U.S. $2.00 per share ("Warrant
Price"), in the manner and subject to the conditions hereinafter provided.

                           Time of Exercise of Warrant.  This Warrant may be
exercised at any time or from time to time at or before 5:00 p.m., Eastern Time,
on the fifth anniversary of the date of issuance hereof. The Company in its sole
discretion  may extend the  duration of the period in which this  Warrant may be
exercised.

                           Method of Exercise.  This Warrant shall be exercised
in whole at any time or in part from time to time,  by delivery of this  Warrant
with the  Purchase  Form  attached  hereto duly  completed  and  executed to the
Company  at its  principal  executive  offices  accompanied  by a  certified  or
cashier's  check  payable to the order of the  Company in payment of the Warrant
Price,  for the number of whole  shares  specified,  together  with  appropriate
endorsements  or  transfer  documents,  if any,  and a check for  payment of any
applicable  transfer or similar tax, if required.  Upon  clearance of the check,
the Company shall make immediate delivery of a stock certificate  evidencing the
number of whole  shares to which the Holder may be entitled.  The Company  shall
not be required to make any cash or other  adjustment in respect of any fraction
of a share to which the Holder  would  otherwise  be  entitled.  The Holder,  by
acceptance of this Warrant,  expressly waives any right to receive a certificate
for any fraction of a share or cash  payment upon the exercise of this  Warrant.
In case of the  purchase  of less than all the  shares  purchasable  under  this
Warrant,  the Company shall cancel this Warrant upon surrender  hereof and shall
execute  and deliver a new Warrant of like tenor and date for the balance of the


                                       21

<PAGE>


shares purchasable hereunder. The Company agrees at all times to reserve or hold
available a  sufficient  number of shares of Common Stock to cover the number of
shares  issuable upon the exercise of this and all other  Warrants of like tenor
then outstanding.  All shares of Common Stock issued hereunder and in conformity
herewith shall be validly issued, fully paid and non-assessable.

                           Anti-Dilution Provisions.  If and to the extent that
the number of issued shares of Common Stock of the Company shall be increased or
reduced  by  change  in par  value,  split up,  stock  split,  reclassification,
distribution  of a dividend  payable in stock, or the like, the number of shares
subject to this Warrant and the Warrant Price shall be proportionately  adjusted
so that the Holder, upon exercise hereof shall be entitled to receive the number
of  shares  of Common  Stock  which the  Holder  would  have  owned  immediately
following such action had this Warrant been exercised immediately prior thereto.

                  In case of any  reorganization  or any consolidation or merger
to which the  Company is a party other than a merger or  consolidation  in which
the Company is the continuing corporation,  or in case of any sale or conveyance
to another entity of the property of the Company as an entirety or substantially
as an entirety,  or in the case of any  statutory  exchange of  securities  with
another corporation (including any exchange effected in connection with a merger
of a third corporation into the Company),  the Holder of this Warrant shall have
the right  thereafter  to receive on the  exercise of this  Warrant the kind and
amount of  securities,  cash or other property which he would have owned or have
been   entitled   to   receive    immediately    after   such    reorganization,
reclassification,  consolidation, merger, statutory exchange, sale or conveyance
had this Warrant been exercised  immediately prior to the effective date of such
reorganization,  reclassification,  consolidation,  merger,  statutory exchange,
sale or conveyance  and in any such case, if necessary,  appropriate  adjustment
shall be made in the  application  of the provisions set forth in this Section 3
with  respect  to the  rights  and  interests  thereafter  of the Holder of this
Warrant  to the end that  the  provisions  set  forth  in this  Section  3 shall
thereafter  correspondingly be made applicable,  as nearly as may reasonably be,
in relation to any shares of stock or other  securities  or property  thereafter
deliverable  on the  exercise  of this  Warrant.  The above  provisions  of this
Section 3 shall similarly apply to successive  reorganizations,  consolidations,
mergers, statutory exchanges, sales or conveyances.  The issuer of any shares of
stock or other securities or property thereafter  deliverable on the exercise of
this Warrant shall be responsible  for all of the agreements and  obligations of
the Company hereunder.

                                       22
<PAGE>


                  In case the Company  shall sell any shares of Common Stock for
a consideration per share less than the then-current  Warrant Price, the Warrant
Price in effect  immediately  prior to such  sale  shall be  changed  to a price
(including any  applicable  fraction of a cent)  determined by  multiplying  the
Warrant Price in effect  immediately prior thereto by a fraction,  the numerator
of which  shall be the sum of the number of shares of Common  Stock  outstanding
immediately  prior to the issuance of such  additional  shares and the number of
shares of  Common  Stock  which the  aggregate  consideration  received  for the
issuance of such additional shares would purchase at the Warrant Price in effect
immediately  prior to such sale and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after the issuance of such
additional shares; provided, however, that no such adjustment shall be made upon
(i) the  exercise of any  options,  warrants or other  rights to acquire  Common
Stock  outstanding  on the date of issuance of this Warrant or (ii) the exercise
of any  options,  warrants  or other  rights to  acquire  Common  Stock  granted
pursuant to any employee  benefit  plan of the Company,  whether such plan is in
effect on the date of issuance of this Warrant or thereafter adopted.

                  No adjustment  in the Warrant  Price shall be required  unless
such  adjustment  would  require an  increase  or decrease of at least $0.05 per
share of Common Stock;  provided,  however, that any adjustments which by reason
of this paragraph are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section 3
shall be made to the nearest cent or to the nearest  1/100th of a share,  as the
case may be. The Company shall not issue fractional shares of  Common Stock upon
exercise of this Warrant.

                  Upon the happening of any event requiring an adjustment of the
Warrant  Price,  the Company shall  forthwith give written notice thereto to the
Holder of this  Warrant  stating the  adjusted  Warrant  Price and the  adjusted
number of shares  purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable  detail the method of calculation  and the facts
upon which such calculation is based.

                  Rights  Prior  to and Subsequent to Exercise of Warrant.  This
Warrant does not entitle the Holder to any of the rights of a stockholder of the
company, including,  without limitation, the right to receive dividends or other
distributions,  to exercise any preemptive  rights, to vote, or to consent or to
receive notice as a stockholder of the Company.  If, however,  at any time prior
to the  expiration or redemption of this Warrant and prior to its exercise,  any
of the following events shall occur:

                                       23

<PAGE>

                                 the Company shall declare any  dividend payable
         in any  securities  upon  its  shares  of  Common  Stock  or  make  any
         distribution (other than a regular cash dividend) to the holders of its
         shares of Common Stock; or

                                 the Company shall offer  to  the holders of its
         shares  of  Common  Stock any  additional  shares  of  Common  Stock or
         securities  convertible into or exchangeable for shares of Common Stock
         or any right to subscribe for or purchase any thereof; or

                                 a dissolution, liquidation or winding up of the
         Company (other than in connection with a consolidation,  merger,  sale,
         transfer or lease of all or substantially all of its property,  assets,
         and business as an entirety) shall be proposed,

then in any one or more of said events the Company  shall give notice in writing
of such  event to the  Holder  at his last  address  as it shall  appear  on the
Company's records at least twenty (20) days' prior to the date fixed as a record
date or the date of closing  the  transfer  books for the  determination  of the
stockholders entitled to such dividends,  distribution,  or subscription rights,
or for the  determination  of  stockholders  entitled  to vote on such  proposed
dissolution,  liquidation  or winding up. Such notice shall  specify such record
date or the date of closing the transfer  books,  as the case may be. Failure to
publish, mail or receive such notice or any defect therein or in the publication
or  mailing  thereof  shall not  affect  the  validity  of any  action  taken in
connection  with such dividend,  distribution or  subscription  rights,  or such
proposed  dissolution,  liquidation or winding up. Each person in whose name any
certificate for shares of Common Stock is to be issued shall for all purposes be
deemed to have  become the holder of record of such  shares on the date on which
this  instrument  was  surrendered  and payment of the  Warrant  Price was made,
irrespective of the date of delivery of such stock certificate,  except that, if
the date of such  surrender and payment is a date when the stock  transfer books
of the Company are closed, such person shall be deemed to have become the holder
of such shares of Common  Stock at the close of business on the next  succeeding
date on which the stock transfer books are open.

                           Condition to Exercise of Warrant.  In order to enable
the  Company  to  comply  with the  Securities  Act of  1933,  as  amended  (the
"Securities Act"), and relevant state law, the Company may require the Holder as
a  condition  of the  exercising  of this  Warrant,  to give  written  assurance
satisfactory  to the Company  that the shares  subject to this Warrant are being
acquired  for  his  own  account,  for  investment  only,  with  no  view to the
distribution  of same, and that any subsequent  resale of any such shares either
shall be made pursuant to a  registration  statement  under the  Securities  Act
which has become  effective and is current with regard to the shares being sold,
or shall be pursuant to an exemption from registration under the Securities Act.
If the shares of Common Stock purchased pursuant to the exercise of this Warrant
are not subject to an effective registration statement under the Securities Act,
the certificate(s)  evidencing shares of Common Stock purchased upon exercise of
this Warrant shall bear the following  restrictive legend or a similar legend to
the same effect:

                  THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE  "ACT") OR
                  UNDER  ANY  STATE   SECURITIES  LAW,  HAS  BEEN  ACQUIRED  FOR
                  INVESTMENT AND MAY NOT BE SOLD,

                  TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED IN
                  THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
                  WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICA-

                  BLE STATE  SECURITIES LAW, OR THE COMPANY  RECEIVES AN OPINION
                  OF   COUNSEL,   SATISFACTORY   TO  THE   COMPANY,   THAT  SUCH
                  REGISTRATION IS NOT REQUIRED.


                                      24

<PAGE>
                        Registration Rights.

                        6.1   Demand Registration

                              (a)     Grant of Right.  If any holder or holders
of not less than forty  percent  (40%) of the  outstanding  Shares  ("Exercising
Holder(s)") exercises the right to exercise its or their Warrants into shares of
Common Stock  ("Common  Shares"),  the Company,  upon  written  demand  ("Demand
Notice") of such Exercising Holder(s) made within five years of the date of this
Warrant,  agrees to register, on one occasion,  all or any portion, as requested
by the  Exercising  Holder(s)  in the  Demand  Notice,  of  such  Common  Shares
(collectively the "Registrable Securities").  On such occasion, the Company will
use its best efforts to file a registration statement under the Act covering the
Registrable Securities within ninety days after receipt of the Demand Notice and
use its best  efforts to have such  registration  statement  declared  effective
promptly thereafter.  The Company covenants and agrees to give written notice of
its  receipt  of any  Demand  Notice by any  Exercising  Holder(s)  to all other
holders of the Shares  within ten days from the date of the  receipt of any such
Demand Notice and will include in the  registration  statement  the  Registrable
Securities of all such other holders who convert their Shares into Common Shares
and who so request by written notice to the Company within ten days thereafter.

                              (b)   Terms.  The Company shall bear all fees and
expenses  attendant to registering the Registrable  Securities  pursuant to this
Section 6.1, but the  Exercising  Holder(s)  whose  Registrable  Securities  are
included  in the  registration  statement  ("Holders")  shall  pay  any  and all
underwriting   commissions  and  non-accountable  expenses  of  any  underwriter
selected by the Holders to sell the  Registrable  Securities,  together with the
expenses  of any legal  counsel  selected by the  Holders to  represent  them in
connection  with the sale of the Registrable  Securities.  The Company agrees to
use its  prompt  best  efforts  to cause the  filing  required  herein to become
effective and to qualify or register the  Registrable  Securities in such States
as are reasonably requested by the Holders; provided,  however, that in no event
shall the Company be required to register the Registrable  Securities in a State
in which such  registration  would cause (I) the Company to be  obligated  to do
business in such State, or (ii) the principal  stockholders of the Company to be
obligated to escrow their  shares of capital  stock of the Company.  The Company
shall cause any  registration  statement  filed  pursuant  to the demand  rights
granted  under  Section  6.1 to remain  effective  for a period of at least nine
months from the effective date of such registration statement.

                           6.2      "Piggy-Back" Registration.

                                    (a)     Grant of Right.  In addition to the
foregoing  demand right of registration,  the Holders of Registrable  Securities
shall have the right until five years from the date of this Agreement to include
the Registrable Securities as part of any other registration of securities filed
by the Company if allowable under the Act and the rules promulgated  thereunder;
provided  however,  that if, in the written  opinion of the  Company's  managing
underwriter or  underwriters,  if any, for such  offering,  the inclusion of the
Registrable  Securities,  when added to the securities  being  registered by the
Company or selling securityholders, will exceed the maximum amount of securities
which can be marketed  (I) at a price  reasonably  related to their then current
market value,  or (ii) without  materially  and  adversely  affecting the entire
offering,  then the Company may exclude from such offering all or any portion of
the Registrable Securities to be so registered.

                               (b)  Terms.  The Company shall bear all fees and
expenses  attendant to registering the Registrable  Securities  pursuant to this
Section 6.2, but the Holders shall pay any and all underwriting  commissions and
non-accountable  expenses of any underwriter selected by the Holders to sell the
Registrable Securities, together with the expenses of any legal counsel selected
by the Holders to represent them in connection  with the sale of the Registrable
Securities.  In the  event of such  proposed  registration,  the  Company  shall
furnish the then Holders of the outstanding Registrable Securities with not less
than thirty days written  notice  prior to the  proposed  date of filing of such
registration  statement.  Such notice to the Holders shall  continue to be given
for each  registration  statement  filed (during such  five-year  period) by the
Company  until  such  time  as all  of  the  Registrable  Securities  have  been
registered  and sold, if earlier.  The Holders shall  exercise the  "piggy-back"
rights provided for herein by giving written  notice,  within twenty days of the
receipt  of  the  Company's  notice  of its  intention  to  file a  registration
statement.  The Company shall cause any registration statement filed pursuant to
the above  "piggyback"  rights to remain effective for at least nine months from
the date that the  Holders of the  Registrable  Securities  are first  given the
opportunity to sell all of such securities.

                                       25

<PAGE>
                     6.3   General Terms.

                           (a)   Indemnification.

                                 (i)    The Company will indemnify each Holder
whose Registrable  Securities are included in any such  registration  statement,
with  respect  to  which  registration,  qualification  or  compliance  has been
effected or attempted pursuant to this Section 6, and each underwriter,  if any,
and each person who  controls any  underwriter  within the meaning of the Act or
the Securities  Exchange Act of 1934 (the "Exchange  Act"),  against all claims,
losses,  damages and liabilities (or actions in respect  thereof) arising out of
or based on any untrue  statement  (or alleged  untrue  statement) of a material
fact contained in any prospectus, offering circular or other document (including
any related  registration  statement,  notification or the like) incident to any
such  registration,  qualification  or  compliance  or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,  or any violation by
the Company of the Act or any rule or  regulation  thereunder  applicable to the
Company in connection with any such  registration,  qualification or compliance,
and will reimburse the Holder whose Registrable  Securities are included in such
registration  statement,  each such underwriter and each person who controls any
such  underwriter  within the meaning of the Act or the  Exchange  Act,  for any
legal  and  any  other   expenses   reasonably   incurred  in  connection   with
investigating and defending any such claim,  loss,  damage,  liability or action
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage,  liability or expense arises out of or is based on
any untrue statement or omission based upon written information furnished to the
Company  by the  Holder  whose  Registrable  Securities  are  included  in  such
registration statement.

                                (ii)    It shall be a condition to the
Company's  obligations  under this Section 6 that each Holder whose  Registrable
Securities  are  included  in the  securities  as to  which  such  registration,
qualification  or compliance is being effected,  indemnify the Company,  each of
its  directors  and  officers  and each  underwriter,  if any, of the  Company's
securities covered by such registration statement,  each person who controls the
Company or such  underwriter  within the meaning of the Exchange Act and the Act
and  the  rules  and   regulations   thereunder,   each   other   securityholder
participating  in such  distribution  and each of their officers,  directors and
partners,  and each person  controlling such other  securityholder,  against all
claims,  losses, damages and liabilities (or actions in respect thereto) arising
out of or based on any untrue  statement  (or  alleged  untrue  statement)  of a
material fact contained in any such registration statement, prospectus, offering

                                       26

<PAGE>

circular or other  document,  or any  omission  (or alleged  omission)  to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein not misleading, and will reimburse the Company and such other
securityholders, directors, officers, partners, persons, underwriters or control
persons for any legal or any other  expenses  reasonably  incurred in connection
with  investigating  or defending  any such claim,  loss,  damage,  liability or
action,  in each case to the extent,  but only to the  extent,  that such untrue
statement (or alleged  untrue  statement)  or omission (or alleged  omission) is
made  in  such  document  in  reliance  upon  and  in  conformity  with  written
information  furnished to the Company such Holder;  provided,  however, that the
obligations of such Holder  hereunder shall be limited to an amount equal to the
proceeds received by such Holder of securities sold as contemplated herein.

                                            (iii)    Each party entitled to
indemnification  under this subsection  6.3(a) (the  "Indemnified  Party") shall
give notice to the party required to provide  indemnification (the "Indemnifying
Party") promptly after such Indemnified  Party has actual knowledge of any claim
as to which indemnity may be sought,  and shall permit the Indemnifying Party to
assume  the  defense of any such claim or any  litigation  resulting  therefrom,
provided that counsel for the Indemnifying  Party, who shall conduct the defense
of such claim or any litigation  resulting  therefrom,  shall be approved by the
Indemnified Party (whose approval shall not be unreasonably  withheld),  and the
Indemnified  Party may participate in such defense at such party's expense,  and
provided  further  that the failure of any  Indemnified  Party to give notice as
provided  herein  shall not relieve the  Indemnifying  Party of its  obligations
under this subsection 6.3(a). No Indemnifying  Party, in the defense of any such
claim or litigation,  shall,  except with the consent of each Indemnified Party,
consent to entry of any  judgment  or enter into any  settlement  which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such  Indemnified  Party of a release  from all  liability in respect to such
claim or  litigation.  Each  Indemnified  Party shall  furnish such  information
regarding  itself  or  the  claim  in  question  as an  Indemnifying  Party  may
reasonably request in writing and as shall be reasonably  required in connection
with defense of such claim and litigation resulting therefrom.

                                       (iv)     Notwithstanding the foregoing
provisions of this subsection  6.3(a),  the parties  acknowledge  that it is the
position of the SEC that  indemnification  for violations of the securities laws
is unenforceable.

                             (b)     Information.  Each Holder shall furnish to
the Company such information  regarding the Holder and the distribution proposed
by such Holder as the Company may reasonably  request in writing and as shall be
reasonably  required  in  connection  with any  registration,  qualification  or
compliance referred to in this Section 6.

                           6.4      Termination.  The rights granted under this
Section 6 shall  terminate  upon delivery to the Holder of an opinion of counsel
to the Company to the effect that such  rights are no longer  necessary  for the
public  sale of the  shares of  Common  Stock  issuable  upon  exercise  of this
Warrant.

                 Loss, etc. of Warrant. Upon receipt of evidence
satisfactory to the Company,  of the loss,  theft,  destruction or mutilation of
this Warrant, and of indemnity reasonably  satisfactory to the Company, if lost,
stolen,  or destroyed,  and upon  reimbursement to the Company of all reasonable
expenses  incidental  thereto,  and  upon  surrender  and  cancellation  of this
Warrant,  if mutilated,  the Company shall execute,  and deliver to the Holder a
new Warrant of like date, tenor and denomination.

                  Governing Law. This Warrant and any dispute,
disagreement,  or issue of  construction  or  interpretation  arising  hereunder
whether relating to its execution, its validity, the obligations provided herein
or  performance  shall be governed or  interpreted  according  to the law of the
State of New York.

                                       27

<PAGE>



                  IN WITNESS WHEREOF, News Communications, Inc. has caused
this Warrant to be executed on the ____ day of October, 1996.


(SEAL)                                 NEWS COMMUNICATIONS, INC.


                                       By: /s/Michael A. Schenkler
                                          ---------------------------------
                                          Michael A. Schenkler, President

ATTEST:


----------------------------------
MARTIN J. McLAUGHLIN, Secretary



                                       28

<PAGE>
                                    PURCHASE

                  The undersigned, ________________________________, pursuant to
the provisions of  the  foregoing  Warrant,  hereby  agrees to subscribe for and
purchase _______________ shares of the Common Stock of NEWS COMMUNICATIONS, INC.
covered  by said Warrant, and  makes  payment  therefor in full at the price per
share provided by said Warrant.

                  The undersigned  represents that the exercise of the foregoing
Warrant  was  solicited  by  __________________________.  If  not  solicited  by
_________________________, please write "unsolicited" in the space below. Unless
otherwise  indicated,  it will be assumed  that the  exercise  was  solicited by
________________________.

                                         ______________________________________
                                         (Write "unsolicited" on above line if
                                          not solicited by ___________________)

Dated:___________________                 Signature: __________________________

                                          Address: ____________________________

                                                   ____________________________


                                 FULL ASSIGNMENT

         FOR VALUE RECEIVED ___________________________hereby sells, assigns and
transfers unto _______________________________ the  foregoing  Warrant  and  all
rights  evidenced  thereby,  and  does   irrevocably   constitute  and   appoint
______________________, attorney, to transfer  said Warrant on the books of NEWS
COMMUNICATIONS, INC.

Dated:___________________                 Signature: __________________________

                                          Address: ____________________________

                                                   ____________________________


                               PARTIAL ASSIGNMENT

         FOR VALUE RECEIVED _______________________ hereby assigns and transfers
unto _____________________________ the right to purchase ________________ shares
of Common Stock of NEWS COMMUNICATIONS,  INC. by  the  foregoing Warrant, and  a
proportionate part of said Warrant and the  rights  evidenced  hereby, and  does
irrevocably constitute and appoint ______________________, attorney, to transfer
that part of said Warrant on the books of NEWS COMMUNICATIONS, INC.

Dated:___________________                 Signature: __________________________

                                          Address: ____________________________

                                                   ____________________________

                                       28

<PAGE>