EXHIBIT 10.230

                        PAXSON COMMUNICATIONS CORPORATION

                                  $365,000,000

                   Senior Secured Floating Rate Notes Due 2010

                               Purchase Agreement


                                                              New York, New York
                                                                 January 5, 2004

Citigroup Global Markets Inc.
Bear, Stearns & Co. Inc.
CIBC World Markets Corp.
As Representatives of the Initial Purchasers
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

                  Paxson Communications Corporation, a corporation organized
under the laws of Delaware (the "Company"), proposes to issue and sell to the
several parties named in Schedule I hereto (the "Initial Purchasers"), for whom
you (the "Representatives") are acting as representatives, $365,000,000
principal amount of its Senior Secured Floating Rate Notes Due 2010 (the
"Notes"). As described in the Final Memorandum, the Company's obligations with
respect to a portion of the Notes will be unconditionally guaranteed (the
"Guarantees" and together with the Notes, the "Securities") on a senior secured
basis by each of the Company's direct and indirect domestic subsidiaries set
forth on the signature page hereto (the "Guarantors" and together with the
Company, the "Issuers"). The Securities are to be issued under an indenture (the
"Indenture"), to be dated as of the Closing Date (as defined below), among the
Issuers and The Bank of New York, as trustee (the "Trustee"). Each Issuer's
obligations with respect to the Securities and to the Trustee will have the
benefit of liens on the Collateral (as defined in the Final Memorandum) owned by
such Issuer pursuant to a Pledge and Security Agreement (the "Security
Agreement" and together with each other agreement purporting to create a lien in
favor of the Collateral Agent (as defined below) for the benefit of the holders
of Securities, the "Security Documents"), to be dated as of the Closing Date, by
and among the Issuers and the Collateral Agent in the form attached as Annex A.
The Company intends to apply a portion of the net proceeds from the sale of the
Securities to the Initial Purchasers to repay and terminate that certain Amended
and Restated Credit Agreement (as amended, the "Credit Agreement"), dated as of
May 5, 2003, by and among the Company, Citicorp USA, Inc. (the "Agent") and the
lenders named therein and to pre-fund or repay certain letters of credit
outstanding under the Credit Agreement (the "Refinancing"). The issuance and
sale of the Securities, the granting of the security interests in favor of the
Collateral Agent under the Security Documents and the Refinancing are sometimes
hereinafter collectively referred to as the "Transactions." To the extent there
are

<PAGE>


no additional parties listed on Schedule I other than you, the term
Representatives as used herein shall mean you as the Initial Purchasers, and the
terms Representatives and Initial Purchasers shall mean either the singular or
plural as the context requires. The use of the neuter in this Agreement shall
include the feminine and masculine wherever appropriate. Certain terms used
herein are defined in Section 18 hereof.

                  The sale of the Securities to the Initial Purchasers will be
made without registration of the Securities under the Act in reliance upon
exemptions from the registration requirements of the Act.

                  In connection with the sale of the Securities, the Company has
prepared a preliminary offering memorandum, dated December 10, 2003 (as amended
or supplemented at the Execution Time, the "Preliminary Memorandum"), and a
final offering memorandum, dated January 5, 2004 (as amended or supplemented to
the Closing Date, the "Final Memorandum"). Each of the Preliminary Memorandum
and the Final Memorandum sets forth certain information concerning the Issuers
and the Securities. Each Issuer hereby confirms that it has authorized the use
of the Preliminary Memorandum and the Final Memorandum, and any amendment or
supplement thereto, in connection with the offer and sale of the Securities by
the Initial Purchasers.

                  1. Representations and Warranties. The Issuers, jointly and
severally, represent and warrant to each Initial Purchaser as set forth below in
this Section 1:

                  (a) The Preliminary Memorandum, at the date thereof, did not
         contain any untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading. At the
         Execution Time and on the Closing Date, the Final Memorandum did not,
         and will not (and any amendment or supplement thereto, at the date
         thereof and at the Closing Date, will not), contain any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Issuers make no representation or warranty as to the
         information contained in or omitted from the Preliminary Memorandum or
         the Final Memorandum, or any amendment or supplement thereto, in
         reliance upon and in conformity with information furnished in writing
         to the Company by or on behalf of the Initial Purchasers through the
         Representatives specifically for inclusion therein.

                  (b) None of the Issuers nor any of their Affiliates nor any
         person acting on behalf of any of them has, directly or indirectly,
         made offers or sales of any security, or solicited offers to buy any
         security, under circumstances that would require the registration of
         the Securities under the Act.

                  (c) None of the Issuers nor any of their Affiliates nor any
         person acting on behalf of any of them has engaged in any form of
         general solicitation or general advertising (within the meaning of
         Regulation D) in connection with any offer or sale of the Securities in
         the United States.


                                      -2-
<PAGE>

                  (d) The Securities satisfy the eligibility requirements of
         Rule 144A(d)(3) under the Act.

                  (e) None of the Issuers nor any of their Affiliates nor any
         person acting on behalf of any of them has engaged in any directed
         selling efforts with respect to the Securities, and each of them has
         complied with the offering restrictions requirement of Regulation S.
         Terms used in this paragraph have the meanings given to them by
         Regulation S.

                  (f) The Company has been advised by the NASD's PORTAL Market
         that the Securities have been designated PORTAL-eligible securities in
         accordance with the rules and regulations of the NASD.

                  (g) No Issuer is, and after giving effect to the offering and
         sale of the Securities and the application of the proceeds thereof as
         described in the Final Memorandum, no Issuer will be, an "investment
         company" within the meaning of the Investment Company Act, without
         taking account of any exemption arising out of the number of holders of
         the Company's securities.

                  (h) The Company is subject to and in full compliance with the
         reporting requirements of Section 13 or Section 15(d) of the Exchange
         Act.

                  (i) No Issuer has paid or agreed to pay to any person any
         compensation for soliciting another to purchase any Securities (except
         as contemplated by this Agreement).

                  (j) No Issuer has taken, directly or indirectly, any action
         designed to cause or which has constituted or which might reasonably be
         expected to cause or result, under the Exchange Act or otherwise, in
         the stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities.

                  (k) Each of the Issuers has been duly incorporated or
         organized and is validly existing as a corporation, limited liability
         company or limited partnership in good standing under the laws of the
         jurisdiction in which it is chartered or organized with full corporate,
         limited liability company or partnership power and authority to own or
         lease, as the case may be, and to operate its properties and conduct
         its business as described in the Final Memorandum, and is duly
         qualified to do business as a foreign corporation, limited liability
         company or partnership and is in good standing under the laws of each
         jurisdiction which requires such qualification, except where the
         failure to be so qualified would not reasonably be expected to have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole. Except as set forth on Schedule II
         hereto, the Company has no subsidiaries other than the Guarantors.

                  (l) With respect to those Guarantors which are corporations,
         all the outstanding shares of capital stock of each Guarantor have been
         duly and validly authorized and issued and are fully paid and
         nonassessable, and all outstanding shares


                                      -3-
<PAGE>


         of capital stock of the Guarantors are owned by the Company either
         directly or through other wholly owned Guarantors and on the Closing
         Date such ownership is free and clear of any perfected security
         interest or any other security interests, claims, liens or encumbrances
         except for Permitted Liens (as defined in the Final Memorandum).

                  (m) The statements in the Final Memorandum under the headings
         "Description of Material Indebtedness and Preferred Stock,"
         "Description of the Notes" and "Important Federal Income Tax
         Considerations" fairly summarize the matters therein described.

                  (n) This Agreement has been duly authorized, executed and
         delivered by each Issuer; the Indenture has been duly authorized and,
         assuming due authorization, execution and delivery thereof by the
         Trustee, when executed and delivered by each Issuer, will constitute a
         legal, valid and binding instrument enforceable against the each Issuer
         in accordance with its terms (subject, as to the enforcement of
         remedies, to applicable bankruptcy, reorganization, insolvency,
         moratorium or other laws affecting creditors' rights generally from
         time to time in effect and to general principles of equity); the
         Securities have been duly authorized, and, when executed and, in the
         case of the Notes, authenticated, in accordance with the provisions of
         the Indenture and delivered to and paid for by the Initial Purchasers,
         will have been duly executed and delivered by the Company and each
         Guarantor, as applicable, and will constitute the legal, valid and
         binding obligations of the Company and each Guarantor, as applicable,
         entitled to the benefits of the Indenture (subject, as to the
         enforcement of remedies, to applicable bankruptcy, insolvency,
         moratorium or other laws affecting creditors' rights generally from
         time to time in effect and to general principles of equity); and each
         Security Document has been duly authorized and, when executed and
         delivered by the applicable Issuers and the Collateral Agent, will
         constitute the legal, valid, binding and enforceable agreement of each
         Issuer (subject, as to the enforcement of remedies, to applicable
         bankruptcy, reorganization, insolvency, moratorium or other laws
         affecting creditors' rights generally from time to time in effect and
         to general principles of equity). The Security Documents, when executed
         and delivered in connection with the sale of the Securities, will
         create in favor of the Collateral Agent for the benefit of the Secured
         Parties (as defined in the Security Agreement), valid and enforceable
         security interests in the Collateral and, upon the filing of
         appropriate Uniform Commercial Code financing statements and the taking
         of the other actions described in the Security Documents, the security
         interests in the rights of the Issuers in such Collateral will be
         perfected and superior to and prior to the liens of all third persons
         other than Permitted Liens.

                  (o) No consent, approval, authorization, filing with or order
         of any court or governmental agency or body is required in connection
         with the execution of this Agreement, the Indenture or the Security
         Documents or the consummation of the Transactions, or the fulfillment
         of the terms hereof or thereof, except such as may be required under
         the blue sky laws of any jurisdiction in connection with the purchase
         and distribution of the Securities by the Initial Purchasers in the
         manner contemplated


                                      -4-
<PAGE>


         herein and in the Final Memorandum and filings required to be made by
         the Security Agreement in order to perfect the lien created by the
         Security Agreement.

                  (p) Neither the execution and delivery of the Indenture, this
         Agreement or any Security Document, the issue and sale of the
         Securities, nor the consummation of any of the Transactions, nor the
         fulfillment of the terms hereof or thereof will conflict with, or
         result in a breach or violation or imposition of any lien, charge or
         encumbrance (other than the liens created by the Security Documents)
         upon any property or assets of the Company or any of its subsidiaries
         pursuant to, (i) the charter (including any certificates of
         designation), by-laws or other organizational documents of the Company
         or any of its subsidiaries; (ii) the terms of any indenture, contract,
         lease, mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which the
         Company or any of its subsidiaries is a party or bound or to which its
         or their property is subject; or (iii) any statute, law, rule,
         regulation, judgment, order or decree applicable to the Company or any
         of its subsidiaries of any court, regulatory body, administrative
         agency, governmental body, arbitrator or other authority having
         jurisdiction over the Company or any of its subsidiaries or any of its
         or their properties.

                  (q) The consolidated historical financial statements and
         schedules of the Company and its consolidated subsidiaries included in
         the Final Memorandum present fairly in all material respects the
         financial condition, results of operations and cash flows of the
         Company as of the dates and for the periods indicated, comply as to
         form with the applicable accounting requirements of the Act and have
         been prepared in conformity with generally accepted accounting
         principles applied on a consistent basis throughout the periods
         involved (except as otherwise noted therein); the selected financial
         data set forth under the captions "Summary Consolidated Financial and
         Other Data" and "Selected Consolidated Financial and Other Data" in the
         Final Memorandum fairly present, on the basis stated in the Final
         Memorandum, the information included therein.

                  (r) Except as set forth in the Final Memorandum, no action,
         suit or proceeding by or before any court or governmental agency,
         authority or body or any arbitrator involving the Company or any of its
         subsidiaries or its or their property is pending or, to the knowledge
         of the Issuers, threatened that (i) could reasonably be expected to
         have a material adverse effect on the performance of this Agreement,
         the Indenture or the Security Documents, or the consummation of the
         Transactions; or (ii) could reasonably be expected to have a material
         adverse effect on the condition (financial or otherwise), prospects,
         earnings, business or properties of the Company and its subsidiaries,
         taken as a whole, whether or not arising from transactions in the
         ordinary course of business.

                  (s) Each of the Company and its subsidiaries owns or leases
         all such properties as are used in the conduct of its operations as
         presently conducted, except where the failure to own or lease such
         properties would not reasonably be expected to have a material adverse
         effect on the condition (financial or otherwise), prospects, earnings,
         business or properties of the Company and its subsidiaries, taken as a
         whole.


                                      -5-
<PAGE>

                (t) Neither the Company nor any subsidiary is in violation or
         default of (i) any provision of its charter (including any certificates
         of designation), bylaws or other organizational documents; (ii) the
         terms of any indenture, contract, lease, mortgage, deed of trust, note
         agreement, loan agreement or other agreement, obligation, condition,
         covenant or instrument to which it is a party or bound or to which its
         property is subject; or (iii) any statute, law, rule, regulation,
         judgment, order or decree applicable to the Company or any of its
         subsidiaries of any court, regulatory body, administrative agency,
         governmental body, arbitrator or other authority having jurisdiction
         over the Company or such subsidiary or any of its properties, as
         applicable, except in the case of each of clauses (ii) and (iii) for
         such violations or defaults which would not reasonably be expected to
         have a material adverse effect on the condition (financial or
         otherwise), prospects, earnings, business or properties of the Company
         and its subsidiaries, taken as a whole.

                  (u) PricewaterhouseCoopers LLP and Ernst & Young LLP, who have
         each certified certain financial statements of the Company and its
         consolidated subsidiaries and delivered their respective reports with
         respect to the audited consolidated financial statements included in
         the Final Memorandum, are, in the case of Ernst & Young LLP, and were
         prior to March 27, 2003, in the case of PricewaterhouseCoopers LLP,
         independent public accountants with respect to the Company within the
         meaning of the Act and the applicable published rules and regulations
         thereunder.

                  (v) There are no stamp or other issuance or transfer taxes or
         duties or other similar fees or charges required to be paid in
         connection with the execution and delivery of this Agreement or the
         issuance or sale by the Issuers of the Securities.

                  (w) The Issuers have filed all foreign, federal, state and
         local tax returns that are required to be filed or have requested
         extensions thereof, except in any case in which the failure so to file
         would not have a material adverse effect on the condition (financial or
         otherwise), prospects, earnings, business or properties of the Company
         and its subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Final Memorandum (exclusive of any amendment or
         supplement thereto) and have paid all taxes required to be paid by them
         and any other assessment, fine or penalty levied against any of them,
         to the extent that any of the foregoing are due and payable, except for
         any such assessment, fine or penalty that is currently being contested
         in good faith or as would not have a material adverse effect on the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto).


                                      -6-
<PAGE>

                  (x) No labor problem or dispute with the employees of the
         Company or any of its subsidiaries exists or is threatened or imminent,
         and no Issuer is aware of any existing or imminent labor disturbance by
         the employees of any of its or its subsidiaries' principal suppliers,
         contractors or customers, that could have a material adverse effect on
         the condition (financial or otherwise), prospects, earnings, business
         or properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto).

                  (y) The Company and each of its subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged; all policies of insurance and
         fidelity or surety bonds insuring the Company or any of its
         subsidiaries or their respective businesses, assets, employees,
         officers and directors are in full force and effect; the Company and
         its subsidiaries are in compliance with the terms of such policies and
         instruments in all material respects; and there are no claims by the
         Company or any of its subsidiaries under any such policy or instrument
         as to which any insurance company is denying liability or defending
         under a reservation of rights clause, where the failure of the Company
         or such subsidiary to prevail on such claim would reasonably be
         expected to have a material adverse effect on the condition (financial
         or otherwise), prospects, earnings, business or properties of the
         Company and its subsidiaries, taken as a whole; and neither the Company
         nor any such subsidiary has any reason to believe that it will not be
         able to renew its existing insurance coverage as and when such coverage
         expires or to obtain similar coverage from similar insurers as may be
         necessary to continue its business at a cost that would not have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, as to each of the
         foregoing clauses of this sentence except as set forth in or
         contemplated in the Final Memorandum (exclusive of any amendment or
         supplement thereto).

                  (z) No subsidiary of the Company is currently prohibited,
         directly or indirectly, from paying any dividends to the Company, from
         making any other distribution on such subsidiary's capital stock, from
         repaying to the Company any loans or advances to such subsidiary from
         the Company or from transferring any of such subsidiary's property or
         assets to the Company or any other subsidiary of the Company, except as
         described in or contemplated by the Final Memorandum (exclusive of any
         amendment or supplement thereto).

                  (aa) The Company and its subsidiaries possess all licenses,
         certificates, franchises, permits and other authorizations ("Licenses")
         issued by the appropriate federal, state, local or foreign regulatory
         authorities, including, without limitation, Licenses from the United
         States Federal Communications Commission (the "FCC"), necessary to own
         their respective properties and to conduct their respective businesses
         in all material respects, and neither the Company nor any such
         subsidiary has received any notice of proceedings relating to the
         revocation or modification of any such License which, singly or in the
         aggregate, if the subject of an unfavorable decision,


                                      -7-
<PAGE>

         ruling or finding, would have a material adverse effect on the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto); the
         Company and each of its subsidiaries have fulfilled and performed in
         all material respects all of their respective obligations with respect
         to such Licenses and no event has occurred that allows, or after notice
         or lapse of time would allow, revocation or termination thereof or
         results in any other material impairment of the rights of the holders
         of any such License, except as individually or in the aggregate could
         not reasonably be expected to have a material adverse effect on the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business; and except as described in the Final Memorandum (exclusive of
         any amendment or supplement thereto), none of such Licenses contains
         any restriction that is materially burdensome to the Company or any of
         its subsidiaries, taken as a whole. There are no license renewal or
         rate or tariff proceedings existing, pending or, to the best knowledge
         of the Company, threatened that could reasonably be expected to have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole.

                  (bb) The Company and each of its subsidiaries maintain a
         system of internal accounting controls sufficient to provide reasonable
         assurance that (i) transactions are executed in accordance with
         management's general or specific authorizations; (ii) transactions are
         recorded as necessary to permit preparation of financial statements in
         conformity with generally accepted accounting principles and to
         maintain asset accountability; (iii) access to assets is permitted only
         in accordance with management's general or specific authorization; and
         (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences.

                  (cc) The Company and its subsidiaries are (i) in compliance
         with any and all applicable federal, state, local and foreign laws and
         regulations relating to the protection of human health and safety, the
         environment or hazardous or toxic substances or wastes, pollutants or
         contaminants ("Environmental Laws"); (ii) have received and are in
         compliance with all permits, licenses or other approvals required of
         them under applicable Environmental Laws to conduct their respective
         businesses; and (iii) have not received notice of any actual or
         potential liability for the investigation or remediation of any
         disposal or release of hazardous or toxic substances or wastes,
         pollutants or contaminants, except where such non-compliance with
         Environmental Laws, failure to receive required permits, licenses or
         other approvals, or liability would not, individually or in the
         aggregate, have a material adverse effect on the condition (financial
         or otherwise), prospects, earnings, business or properties of the
         Company and its subsidiaries, taken as a whole, whether or not arising
         from transactions in the ordinary course of business, except as set
         forth in or contemplated in the Final Memorandum (exclusive of any
         amendment or supplement


                                      -8-
<PAGE>


         thereto); except as set forth in the Final Memorandum, neither the
         Company nor any of its subsidiaries has been named as a "potentially
         responsible party" under the Comprehensive Environmental Response,
         Compensation, and Liability Act of 1980, as amended.

                  (dd) The Company has reasonably concluded that the costs and
         liabilities associated with the effect of Environmental Laws on the
         business, operations and properties of the Company and its subsidiaries
         (including, without limitation, any capital or operating expenditures
         required for clean-up, closure of properties or compliance with
         Environmental Laws, or any permit, license or approval under
         Environmental Laws, any related constraints on operating activities
         imposed by Environmental Laws and any potential liabilities to third
         parties under Environmental Laws) would not, singly or in the
         aggregate, have a material adverse effect on the condition (financial
         or otherwise), prospects, earnings, business or properties of the
         Company and its subsidiaries, taken as a whole, whether or not arising
         from transactions in the ordinary course of business, except as set
         forth in or contemplated in the Final Memorandum (exclusive of any
         amendment or supplement thereto).

                  (ee) Each of the Company and its subsidiaries has fulfilled
         its obligations, if any, under the minimum funding standards of Section
         302 of the United States Employee Retirement Income Security Act of
         1974, as amended ("ERISA"), and the regulations and published
         interpretations thereunder with respect to each "plan" (as defined in
         Section 3(3) of ERISA and such regulations and published
         interpretations) in which employees of the Company and its subsidiaries
         are eligible to participate and each such plan is in compliance in all
         material respects with the presently applicable provisions of ERISA and
         such regulations and published interpretations; the Company and its
         subsidiaries have not incurred any unpaid liability to the Pension
         Benefit Guaranty Corporation (other than for the payment of premiums in
         the ordinary course) or to any such plan under Title IV of ERISA.

                  (ff) Each of the relationships and transactions specified in
         Item 404 of Regulation S-K that would have been required to be
         described in a prospectus if this offering had been registered under
         the Act has been so described in the Final Memorandum (exclusive of any
         amendment or supplement thereto).

                  (gg) The Company and its subsidiaries own, possess, license or
         have other rights to use, on reasonable terms, all patents, patent
         applications, trade and service marks, trade and service mark
         registrations, trade names, copyrights, licenses, inventions, trade
         secrets, technology, know-how and other intellectual property necessary
         for and material to the conduct of the Company's business as described
         in the Final Memorandum (collectively, the "Intellectual Property").
         Except as set forth in the Final Memorandum, (a) there are no
         conflicting rights of third parties with respect to any such
         Intellectual Property; (b) there is no material infringement by third
         parties of any such Intellectual Property; (c) there is no pending or,
         to the Company's knowledge, threatened action, suit, proceeding or
         claim by others challenging the Company's rights in or to any such
         Intellectual Property, and the Company is unaware


                                      -9-
<PAGE>


         of any facts which would form a reasonable basis for any such claim;
         (d) there is no pending or, to the Company's knowledge, threatened
         action, suit, proceeding or claim by others challenging the validity or
         scope of any such Intellectual Property, and the Company is unaware of
         any facts which would form a reasonable basis for any such claim; (e)
         there is no pending or, to the Company's knowledge, threatened action,
         suit, proceeding or claim by others that the Company infringes or
         otherwise violates any patent, trademark, copyright, trade secret or
         other proprietary rights of others, and the Company is unaware of any
         other fact which would form a reasonable basis for any such claim; (f)
         there is no U.S. patent or published U.S. patent application which
         contains claims that dominate or may dominate any Intellectual Property
         described in the Final Memorandum as being owned by or licensed to the
         Company or that interferes with the issued or pending claims of any
         such Intellectual Property; and (g) there is no prior art of which the
         Company is aware that may render any U.S. patent held by the Company
         invalid or any U.S. patent application held by the Company unpatentable
         which has not been disclosed to the U.S. Patent and Trademark Office.

                  (hh) Based upon a review of the FCC files, (a) the Company and
         its subsidiaries hold the broadcast licenses issued by the FCC with
         respect to each of the stations set forth in the table under
         "Business--Distribution" in the Final Memorandum (except for stations
         which the Offering Memorandum discloses are operated by the Company or
         its subsidiaries under time brokerage agreements with the station
         owners and except as otherwise disclosed therein) without which the
         station would not be permitted to broadcast its signal (the "FCC
         Licenses") and (b) each of the FCC Licenses authorizes television
         broadcast operations by the holder thereof using the broadcast channel
         assignment and serving the community of license that is identified in
         such table.

                  (ii) To each Issuer's knowledge, there is no order, judgment,
         decree, notice of apparent liability, or order of forfeiture
         outstanding, and no petition, objection, notice of apparent liability,
         order of forfeiture, investigation, complaint, or other proceeding
         pending before the FCC against the stations authorized by the FCC
         Licenses set forth in the table referred to in clause (hh) above (the
         "Stations") or the FCC Licenses that reasonably could be expected to
         result in the termination, revocation, suspension, or denial of renewal
         of any of the FCC Licenses, except for rule making and other similar
         proceedings generally applicable to the television broadcasting
         industry or substantial segments thereof.

                  (jj) To each Issuer's knowledge, except as set forth in the
         Final Memorandum, (a) there are no license renewal proceedings (other
         than applications for renewal filed in the ordinary course) pending for
         any of the FCC Licenses; and (b) none of the FCC Licenses is subject to
         any condition imposed by the FCC that reasonably could be expected to
         have a material adverse effect on the Company's ability to conduct its
         broadcast operations as described in the Final Memorandum, taken as a
         whole.


                                      -10-
<PAGE>

                  (kk) The execution, delivery and performance of this
         Agreement, the Security Agreement and the Indenture and the issuance,
         sale and delivery of the Securities pursuant to this Agreement and the
         consummation of the other Transactions (A) do not require any consent
         or authorization from the FCC, and (B) do not constitute a violation of
         the Communications Act or the published rules and regulations of the
         FCC promulgated thereunder.

                  (ll) The statements in the Final Memorandum under the captions
         "Risk Factors--Risks Relating to Our Business-- We are required by the
         FCC to abandon the analog broadcast service of 23 of our full power
         stations occupying the 700 MHz spectrum and may suffer adverse
         consequences if we are unable to secure alternative distribution on
         reasonable terms," "Risk Factors--Risks Relating to Our Business--We
         could be adversely affected by actions of the FCC, the Congress and the
         courts that could alter broadcast television ownership rules in a way
         that would materially affect our present operations or future business
         alternatives," "Risk Factors--Risks Relating to Our Industry-- Our
         business is subject to extensive and changing regulation that could
         increase our costs, expose us to greater competition, or otherwise
         adversely affect the ownership and operation of our stations or our
         business strategies," "Risks Factors-- Risks Relating to Our Industry--
         We believe that the success of our television operations depends to a
         significant extent upon access to households served by cable television
         systems. If the law requiring cable system operators to carry our
         signal were to change, we might lose access to cable television
         households, which could adversely affect our operations" and
         "Business-- Federal Regulation of Broadcasting," insofar as they
         constitute summaries of laws and the published rules and regulations
         promulgated thereunder, fairly summarize the matters therein described
         and are accurate in all material respects.

                  (mm) There are no restrictions or limitations imposed by the
         FCC on the ability of the Company to make cash payments in respect of
         the Securities in accordance with their terms.

                  (nn) The Issuers believe that the Issuers and their directors
         or officers, in their capacities as such, are in compliance in all
         material respects with the applicable provisions of the Sarbanes Oxley
         Act of 2002 and the rules and regulations promulgated in connection
         therewith (the "Sarbanes Oxley Act"), including Section 402 related to
         loans and Sections 302 and 906 related to certifications.

                  (oo) The Issuers have taken all actions necessary for the
         Securities to be designated as Designated Senior Debt under each class
         of the Company's subordinated debt.

                  Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Initial Purchasers in
connection with the offering of the Securities shall be deemed a representation
and warranty by the Company, as to matters covered thereby, to each Initial
Purchaser. Additionally, the representations and warranties made by the Issuers
in the Security Agreement shall be deemed to have been made to the Initial
Purchasers.


                                      -11-
<PAGE>


                  2. Purchase and Sale. Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company and the Guarantors agree to sell to each Initial Purchaser, and each
Initial Purchaser agrees, severally and not jointly, to purchase from the
Company and the Guarantors, at a purchase price of 98.25% of the principal
amount thereof, plus accrued interest from January 8, 2004 to the Closing Date,
the principal amount of Securities set forth opposite such Initial Purchaser's
name in Schedule I hereto.

                  3. Delivery and Payment. Delivery of and payment for the
Securities shall be made at 9:00 A.M., New York City time, on January 8, 2004,
which date and time may be postponed by agreement between the Representatives
and the Company or as provided in Section 9 hereof (such date and time of
delivery and payment for the Securities being herein called the "Closing Date").
Delivery of the Securities shall be made to the Representatives for the
respective accounts of the several Initial Purchasers against payment by the
several Initial Purchasers through the Representatives of the purchase price
thereof to or upon the order of the Company by wire transfer payable in same-day
funds to the account specified by the Company. Delivery of the Securities shall
be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.

                  4. Offering by Initial Purchasers. (a) Each Initial Purchaser
acknowledges that the Securities have not been and will not be registered under
the Act and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons, except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Act.

                  (b) Each Initial Purchaser, severally and not jointly,
         represents and warrants to and agrees with the Issuers that:

                  (i) it has not offered or sold, and will not offer or sell,
         any Securities within the United States or to, or for the account or
         benefit of, U.S. persons (x) as part of its distribution at any time or
         (y) otherwise until 40 days after the later of the commencement of the
         offering and the date of closing of the offering except:

                      (A) to those it reasonably believes to be "qualified
                  institutional buyers" (as defined in Rule 144A under the Act)
                  or

                      (B) in accordance with Rule 903 of Regulation S;

                  (ii) neither it nor any person acting on its behalf has made
         or will make offers or sales of the Securities in the United States by
         means of any form of general solicitation or general advertising
         (within the meaning of Regulation D) in the United States;

                  (iii) in connection with each sale pursuant to Section
         4(b)(i)(A), it has taken or will take reasonable steps to ensure that
         the purchaser of such Securities is aware that such sale is being made
         in reliance on Rule 144A;


                                      -12-
<PAGE>


                  (iv) neither it, nor any of its Affiliates nor any person
         acting on its or their behalf has engaged or will engage in any
         directed selling efforts (within the meaning of Regulation S) with
         respect to the Securities;

                  (v) it has not entered and will not enter into any contractual
         arrangement with any distributor (within the meaning of Regulation S)
         with respect to the distribution of the Securities, except with its
         affiliates or with the prior written consent of the Company;

                  (vi) it and its Affiliates have complied and will comply with
         the offering restrictions requirement of Regulation S;

                  (vii) at or prior to the confirmation of a sale of the
         Securities (other than a sale of Securities pursuant to Section
         4(b)(i)(A) of this Agreement), it shall have sent to each distributor,
         dealer or person receiving a selling concession, fee or other
         remuneration that purchases Securities from it during the distribution
         compliance period (within the meaning of Regulation S) a confirmation
         or notice to substantially the following effect:

                  The Securities covered hereby have not been registered under
                  the U.S. Securities Act of 1933 (the "Act") and may not be
                  offered or sold within the United States or to, or for the
                  account or benefit of, U.S. persons (i) as part of their
                  distribution at any time or (ii) otherwise until 40 days after
                  the later of the commencement of the offering and the date of
                  closing of the offering, except in either case in accordance
                  with Regulation S or Rule 144A under the Act. Terms used in
                  this paragraph have the meanings given to them by Regulation
                  S.

                  (viii) it has not offered or sold and, prior to the date six
         months after the date of issuance of the Securities, will not offer or
         sell any Securities to persons in the United Kingdom except to persons
         whose ordinary activities involve them in acquiring, holding, managing
         or disposing of investments (as principal or as agent) for the purposes
         of their businesses or otherwise in circumstances which have not
         resulted and will not result in an offer to the public in the United
         Kingdom within the meaning of the Public Offers of Securities
         Regulations 1995;

                  (ix) it has complied and will comply with all applicable
         provisions of the FSMA with respect to anything done by it in relation
         to the Securities in, from or otherwise involving the United Kingdom;

                  (x) it has only communicated or caused to be communicated and
         will only communicate or cause to be communicated any invitation or
         inducement to engage in investment activity (within the meaning of
         section 21 of the FSMA) received by it in connection with the issue or
         sale of any Securities, in circumstances in which section 21(1) of the
         FSMA does not apply to the Company;


                                      -13-
<PAGE>


                  (xi) it is a person whose ordinary activities involve it in
         acquiring, holding, managing or disposing of investments (as principal
         or agent) for the purposes of its business and it has not offered or
         sold and will not offer or sell any Securities other than to persons
         whose ordinary activities involve them in acquiring, holding, managing
         or disposing of investments (as principal or agent) for the purposes of
         their businesses or who it is reasonable to expect will acquire, hold,
         manage or dispose of investments (as principal or agent) for the
         purposes of their businesses where the issue of the Securities would
         otherwise constitute a contravention of section 19 of the FSMA by the
         Company; and

                  (xii) it is an "accredited investor" (as defined in Rule
         501(a) of Regulation D).

                  5. Agreements. Each Issuer agrees with each Initial Purchaser
that:

                  (a) The Company will furnish to each Initial Purchaser and to
         counsel for the Initial Purchasers, without charge, during the period
         referred to in paragraph (c) below, as many copies of the Final
         Memorandum and any amendments and supplements thereto as they may
         reasonably request.

                  (b) The Company will not amend or supplement the Final
         Memorandum without the prior written consent of the Representatives.

                  (c) If at any time prior to the completion of the sale of the
         Securities by the Initial Purchasers (as determined by the
         Representatives), any event occurs as a result of which the Final
         Memorandum, as then amended or supplemented, would include any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, or if it
         should be necessary to amend or supplement the Final Memorandum to
         comply with applicable law, the Company promptly (i) will notify the
         Representatives of any such event; (ii) subject to the requirements of
         paragraph (b) of this Section 5, will prepare an amendment or
         supplement that will correct such statement or omission or effect such
         compliance; and (iii) will supply any supplemented or amended Final
         Memorandum to the several Initial Purchasers and counsel for the
         Initial Purchasers without charge in such quantities as they may
         reasonably request.

                  (d) The Company will arrange, if necessary, for the
         qualification of the Securities for sale by the Initial Purchasers
         under the laws of such jurisdictions as the Representatives may
         designate and will maintain such qualifications in effect so long as
         required for the sale of the Securities; provided that in no event
         shall any Issuer be obligated to qualify to do business in any
         jurisdiction where it is not now so qualified or to take any action
         that would subject it to service of process in suits, other than those
         arising out of the offering or sale of the Securities, in any
         jurisdiction where it is not now so subject. The Company will promptly
         advise the Representatives of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose.


                                      -14-
<PAGE>


                  (e) The Issuers will not, and will not permit any of their
         Affiliates to, resell any Securities that have been acquired by any of
         them.

                  (f) None of the Issuers nor any of their Affiliates, nor any
         person acting on behalf of any of them will, directly or indirectly,
         make offers or sales of any security, or solicit offers to buy any
         security, under circumstances that would require the registration of
         the Securities under the Act.

                  (g) None of the Issuers nor any of their Affiliates, nor any
         person acting on behalf of any of them will engage in any form of
         general solicitation or general advertising (within the meaning of
         Regulation D) in connection with any offer or sale of the Securities in
         the United States.

                  (h) So long as any of the Securities are "restricted
         securities" within the meaning of Rule 144(a)(3) under the Act, the
         Company will, during any period in which it is not subject to and in
         compliance with Section 13 or 15(d) of the Exchange Act or is not
         exempt from such reporting requirements pursuant to and in compliance
         with Rule 12g3-2(b) under the Exchange Act, provide to each holder of
         such restricted securities and to each prospective purchaser (as
         designated by such holder) of such restricted securities, upon the
         request of such holder or prospective purchaser, any information
         required to be provided by Rule 144A(d)(4) under the Act. This covenant
         is intended to be for the benefit of the holders, and the prospective
         purchasers designated by such holders, from time to time of such
         restricted securities.

                  (i) None of the Issuers nor any of their Affiliates, nor any
         person acting on behalf of any of them will engage in any directed
         selling efforts with respect to the Securities, and each of them will
         comply with the offering restrictions requirement of Regulation S.
         Terms used in this paragraph have the meanings given to them by
         Regulation S.

                  (j) The Company will cooperate with the Representatives and
         use its best efforts to permit the Securities to be eligible for
         clearance and settlement through The Depository Trust Company.

                  (k) No Issuer will take, directly or indirectly, any action
         designed to or which has constituted or which might reasonably be
         expected to cause or result, under the Exchange Act or otherwise, in
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities.

                  (l) The Issuers agree to pay the costs and expenses relating
         to the following matters: (i) the preparation of, and all fees and
         expenses for, lien searches and recordings and filings pursuant to the
         Security Documents, the issuance of the Securities and the fees of the
         Trustee and the Collateral Agent; (ii) the preparation, printing or
         reproduction of the Preliminary Memorandum and Final Memorandum and


                                      -15-
<PAGE>


         each amendment or supplement to either of them; (iii) the printing (or
         reproduction) and delivery (including postage, air freight charges and
         charges for counting and packaging) of such copies of the Preliminary
         Memorandum and Final Memorandum, and all amendments or supplements to
         either of them, as may, in each case, be reasonably requested for use
         in connection with the offering and sale of the Securities; (iv) the
         preparation, printing, authentication, issuance and delivery of
         certificates for the Securities, including any stamp or transfer taxes
         in connection with the original issuance and sale of the Securities;
         (v) the printing (or reproduction) and delivery of this Agreement, any
         blue sky memorandum and all other agreements or documents printed (or
         reproduced) and delivered in connection with the offering of the
         Securities; (vi) any registration or qualification of the Securities
         for offer and sale under the securities or blue sky laws of the several
         states (including filing fees and the reasonable fees and expenses of
         counsel for the Initial Purchasers relating to such registration and
         qualification); (vii) admitting the Securities for trading in the
         PORTAL Market; (viii) the transportation and other expenses incurred by
         or on behalf of Company representatives in connection with
         presentations to prospective purchasers of the Securities; (ix) the
         fees and expenses of the Company's accountants and the fees and
         expenses of counsel (including local and special counsel) for the
         Company; and (x) all other costs and expenses incident to the
         performance by the Issuers of their obligations hereunder.

                  (m) The Issuers will comply in all material respects with all
         applicable securities and other laws, rules and regulations, including,
         without limitation, the Sarbanes Oxley Act, and use their reasonable
         best efforts to cause the Issuers' directors and officers, in their
         capacities as such, to comply in all material respects with such laws,
         rules and regulations, including, without limitation, the Sarbanes
         Oxley Act.

                  (n) No Issuer will take any action or omit to take any action
         (such as issuing any press release relating to any Securities without
         an appropriate legend) which may result in the loss by any of the
         Initial Purchasers of the ability to rely on any stabilization safe
         harbor provided by the Financial Services Authority under the FSMA.

                  6. Conditions to the Obligations of the Initial Purchasers.
The obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Issuers contained herein at the Execution Time, the Closing Date and any
settlement date pursuant to Section 3 hereof, to the accuracy of the statements
of the Issuers made in any certificates pursuant to the provisions hereof, to
the performance by the Issuers of their obligations hereunder and to the
following additional conditions:

                  (a) The Company shall have requested and caused Holland &
         Knight LLP, counsel for the Issuers, to furnish to the Representatives
         its opinion, dated the Closing Date and addressed to the
         Representatives, to the effect that:


                                      -16-
<PAGE>


                  (i) each Issuer which is a Florida, New York or Delaware
         corporation, limited liability company or limited partnership has been
         duly incorporated or organized and is validly existing as a
         corporation, limited liability company or limited partnership in good
         standing under the laws of the jurisdiction in which it is chartered or
         organized, with full corporate, limited liability company or limited
         partnership power and authority to own or lease, as the case may be,
         and to operate its properties and conduct its business as described in
         the Final Memorandum;

                  (ii) all the outstanding shares of capital stock of the
         Company and, to such counsel's knowledge, each Guarantor which is a
         corporation, have been duly authorized and validly issued and are fully
         paid and nonassessable, and, except as otherwise set forth in the Final
         Memorandum, all outstanding shares of capital stock of each such
         Guarantor are owned by the Company either directly or through wholly
         owned subsidiaries free and clear of any perfected security interest;

                  (iii) the Indenture has been duly authorized, executed and
         delivered, and constitutes a legal, valid and binding instrument
         enforceable against the Company and the Guarantors in accordance with
         its terms (subject, as to the enforcement of remedies, to applicable
         bankruptcy, reorganization, insolvency, moratorium or other laws
         affecting creditors' rights generally from time to time in effect and
         to general principles of equity); the issuance of the Securities has
         been duly authorized and, when executed and, in the case of the Notes,
         authenticated, in accordance with the provisions of the Indenture and
         delivered to and paid for by the Initial Purchasers under this
         Agreement, the Securities will constitute legal, valid, binding and
         enforceable obligations of the Company and the Guarantors entitled to
         the benefits of the Indenture (subject, as to the enforcement of
         remedies, to applicable bankruptcy, reorganization, insolvency,
         moratorium or other laws affecting creditors' rights generally from
         time to time in effect and to general principles of equity); the
         Security Documents have been duly authorized, executed and delivered
         and constitute the legal, valid, binding and enforceable agreements of
         the Issuers party thereto (subject, as to the enforcement of remedies,
         to applicable bankruptcy, reorganization, insolvency, moratorium or
         other laws affecting creditors' rights generally from time to time in
         effect and to general principles of equity); and the statements set
         forth under the heading "Description of the Notes" in the Final
         Memorandum, insofar as such statements purport to summarize certain
         provisions of the Securities, the Indenture and the Security Documents,
         are accurate;

                  (iv) other than as described in the Final Memorandum, to the
         knowledge of such counsel, there is no pending or threatened action,
         suit or proceeding by or before any court or governmental agency,
         authority or body or any arbitrator involving the Company or any of its
         subsidiaries or its or their property that would be required to be
         disclosed in a registration statement filed


                                      -17-
<PAGE>


         under the Act; and the statements in the Final Memorandum under the
         headings "Business--Legal Proceedings," "Description of Material
         Indebtedness and Preferred Stock" and "Important Federal Income Tax
         Considerations" accurately summarize the matters therein described;

                  (v) such counsel has no reason to believe that at the
         Execution Time and on the Closing Date the Final Memorandum contained
         or contains any untrue statement of a material fact or omitted or omits
         to state any material fact necessary to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading (in each case, other than the financial statements and other
         financial information contained therein, as to which such counsel need
         express no opinion);

                  (vi) this Agreement has been duly authorized, executed and
         delivered by the Company;

                  (vii) the Company and each Guarantor has all requisite
         corporate, limited liability company or limited partnership power and
         authority, has taken all requisite corporate, limited liability company
         or limited partnership action, and has received and is in compliance
         with all governmental, judicial and other authorizations, approvals and
         orders necessary to enter into and perform this Agreement, the
         Indenture, the Security Documents and the Securities, and no consent,
         approval, authorization, filing with or order of any court or
         governmental agency or body is required in connection with the
         transactions contemplated herein or in the Indenture and the Security
         Documents, except such as may be required under the blue sky or
         securities laws of any jurisdiction in connection with the purchase and
         sale of the Securities by the Initial Purchasers in the manner
         contemplated in this Agreement and the Final Memorandum and such other
         approvals (specified in such opinion) as have been obtained;

                  (viii) neither the execution and delivery of the Indenture,
         this Agreement or the Security Documents, the issue and sale of the
         Securities, the consummation of any other of the transactions
         contemplated in the Indenture or this Agreement, the performance by
         each Issuer of its obligations under the Security Documents to which it
         is a party, nor the fulfillment of the terms hereof or of the Indenture
         will result in a breach or violation of or imposition of any lien,
         charge or encumbrance upon any property or asset of the Company or its
         subsidiaries pursuant to, (i) the charter (including any certificates
         of designation) or by-laws of the Company or its subsidiaries; (ii) the
         terms of any indenture, contract, lease, mortgage, deed of trust, note
         agreement, loan agreement or other agreement, obligation, condition,
         covenant or instrument to which the Company or any of its subsidiaries
         is a party or bound or to which its respective property is subject and
         which has been filed as an exhibit to any Company filing under the Act
         or the Exchange Act, except that such counsel need express no opinion
         as to contracts, agreements and other instruments


                                      -18-
<PAGE>

         relating to broadcast station purchases and sales which are dated prior
         to June 1, 1999; or (iii) any statute, law, rule, regulation, or, to
         such counsel's knowledge, any judgment, order or decree applicable to
         the Company or any of its subsidiaries of any court, regulatory body,
         administrative agency, governmental body, arbitrator or other authority
         having jurisdiction over the Company, any of its subsidiaries or any of
         their respective properties;

                  (ix) assuming the accuracy of the representations and
         warranties and compliance with the agreements contained herein, no
         registration of the Securities under the Act, and no qualification of
         an indenture under the Trust Indenture Act, are required for the offer
         and sale by the Initial Purchasers of the Securities in the manner
         contemplated by this Agreement;

                  (x) The Company is not and, after giving effect to the
         offering and sale of the Securities and the application of the proceeds
         thereof as described in the Final Memorandum, will not be an
         "investment company" as defined in the Investment Company Act without
         taking account of any exemption arising out of the number of holders of
         the Company's securities;

                  (xi) Based upon a review of the publicly available files of
         the FCC, (a) the Company and its subsidiaries hold the FCC Licenses
         with respect to each of the stations set forth in the table under
         "Business--Distribution" in the Final Memorandum (except as otherwise
         disclosed therein) and (b) each of the FCC Licenses authorizes
         television broadcast station construction or operation by the holder
         thereof using the broadcast channel assignment and serving the
         community of license that is identified in such table;

                  (xii) To such counsel's knowledge, based upon the review of
         the publicly available records of the FCC and inquiry to officers of
         the Company, there is no order, judgment, decree, notice of apparent
         liability, or order of forfeiture outstanding, and no petition,
         objection, notice of apparent liability, order of forfeiture,
         investigation, complaint, or other proceeding pending before the FCC
         against the Stations or the FCC Licenses that reasonably could be
         expected to result in the termination, revocation, suspension, or
         denial of renewal of any of the FCC Licenses, except for rule making
         and other similar proceedings generally applicable to the television
         broadcasting industry or substantial segments thereof;

                  (xiii) To such counsel's knowledge based upon the review of
         the publicly available files of the FCC and inquiry to officers of the
         Company, other than as disclosed in the Final Memorandum (a) there are
         no license renewal proceedings (other than applications for renewal
         filed in the ordinary course) pending for any of the FCC Licenses; and
         (b) except as set forth in the FCC authorizations for the FCC Licenses
         or imposed by the generally applicable rules, regulations and policies
         of the FCC, none of the FCC Licenses is subject to any condition
         imposed by the FCC that reasonably could be expected to have a material
         adverse effect on the Company's ability to conduct its broadcast
         operations as described in the Final Memorandum, taken as a whole;


                                      -19-
<PAGE>


                  (xiv) The issuance, sale and delivery of the Securities
         pursuant to this Agreement and the execution and delivery of the
         Securities (A) do not require any consent or authorization from the
         FCC, and (B) do not constitute a violation of the Communications Act or
         the published rules and regulations of the FCC promulgated thereunder;

                  (xv) The statements in the Final Memorandum under the captions
         "Risk Factors-- Risks Relating to Our Business-- We are required by the
         FCC to abandon the analog broadcast service of 23 of our full power
         stations occupying the 700 MHz spectrum and may suffer adverse
         consequences if we are unable to secure alternative distribution on
         reasonable terms," "Risk Factors--Risks Relating to Our Business--We
         could be adversely affected by actions of the FCC, the Congress and the
         courts that could alter broadcast television ownership rules in a way
         that would materially affect our present operations or future business
         alternatives," "Risk Factors--Risks Relating to Our Industry-- Our
         business is subject to extensive and changing regulation that could
         increase our costs, expose us to greater competition, or otherwise
         adversely affect the ownership and operation of our stations or our
         business strategies," "Risk Factors--Risks Relating to Our Industry--
         We believe that the success of our television operations depends to a
         significant extent upon access to households served by cable television
         systems. If the law requiring cable system operators to carry our
         signal were to change, we might lose access to cable television
         households, which could adversely affect our operations" and
         "Business-- Federal Regulation of Broadcasting," insofar as they
         constitute summaries of the Communications Act and the published rules
         and regulations of the FCC promulgated thereunder, have been reviewed
         by such counsel and are accurate in all material respects;

                  (xvi) The execution, delivery and performance of this
         Agreement by the Company and the Guarantors and the consummation of the
         Transactions (A) do not require any consent or authorization from the
         FCC, and (B) do not violate the Communications Act and the rules and
         regulations promulgated thereunder;

                  (xvii) There are no restrictions or limitations imposed by the
         FCC on the ability of the Company to make cash payments in respect of
         the Securities in accordance with their terms;

                  (xviii) The Indenture and the Securities and the interest
         provided for therein will not violate any law, statute, or regulation
         of the State of Florida relating to usury, provided that the persons
         party thereto have not and do not reserve, charge, take, or receive,
         directly or indirectly, at any time, interest or other sums deemed to
         be in the nature of interest in an amount exceeding the equivalent of
         the rate of 25% simple interest per year, calculated on the basis of a
         365 day year and the actual number of days elapsed;


                                      -20-
<PAGE>

                  (xix) The Security Documents are in form sufficient to create
         a valid security interest in favor of the Collateral Agent in the
         Collateral;

                  (xx) Each of the Uniform Commercial Code financing statements
         (the "Financing Statements") attached to such opinion as an exhibit is
         in appropriate form for filing in the Office of the Secretary of State
         of the jurisdiction indicated on the face of such Financing Statement.
         Upon the filing of the applicable Financing Statements in such
         appropriate form in each applicable state, the Collateral Agent will
         have a perfected security interest in that portion of the Collateral
         (the "Filing Collateral") in which a security interest can be perfected
         by the filing of a financing statement under the Uniform Commercial
         Code as currently in effect in each such state. The filing of the
         Financing Statements with the offices set forth in this paragraph is
         the only recording or filing necessary to perfect the security interest
         in the Filing Collateral;

                  (xxi) The recordation of the assignment of security interest
         in trademarks pursuant to the Security Agreement filed in connection
         with the Indenture in the United States Patent and Trademark Office and
         the filings referred to in paragraph (xx) above together will be
         effective, under applicable law, to perfect the security interests
         granted to the Collateral Agent under the Security Agreement in the
         trademarks owned of record by the Issuers and registered with the
         United States Patent and Trademark Office as against any subsequent
         lien holder;

                  (xxii) The recordation of the assignment of security interests
         in copyrights pursuant to the Security Agreement filed in connection
         with the Indenture in the United States Copyright Office and the
         filings referred to in paragraph (xx) above together will be effective,
         under applicable law, to perfect the security interests granted to the
         Collateral Agent under the Security Agreement in the copyrights owned
         of record by the Issuers and registered with the United States
         Copyright Office as against any subsequent lien holder;

                  (xxiii) The execution and delivery of the Control Agreements
         attached to such opinion as exhibits will be effective to establish
         control and perfect the security interests of the Collateral Agent in
         the deposit accounts and securities accounts set forth on Schedule 6 to
         the Security Agreement under the provisions of the New York Uniform
         Commercial Code applicable to such type of collateral;

                  (xxiv) Each of the Pledged Notes under which any Issuer is the
         obligor has been duly authorized, executed and delivered by the
         applicable Issuer and is enforceable against such Issuer in accordance
         with its terms (subject, as to the enforcement of remedies, to
         applicable bankruptcy, reorganization, insolvency, moratorium or other
         laws affecting creditors' rights generally from time to time in effect
         and to general principles of equity);


                                      -21-
<PAGE>


                  (xxv) The delivery and continued possession in New York by the
         Collateral Agent of (i) certificates representing the Pledged Stock (as
         defined in the Security Agreement), together with stock powers properly
         executed in blank with respect thereto, and (ii) the Pledged Notes (as
         defined in the Security Agreement) duly indorsed in favor of the
         Collateral Agent or in blank, will be effective to perfect the security
         interests of the Collateral Agent in the Pledged Stock and the Pledged
         Notes;

                  (xxvi) No taxes or other charges, including, without
         limitation, intangible or documentary stamp taxes, recording taxes,
         transfer taxes or similar charges, are payable to New York, Delaware or
         Florida or to any jurisdiction therein on account of the execution and
         delivery of the Indenture or the Security Documents or the creation of
         the indebtedness evidenced or secured by any of the foregoing or the
         recording or filings contemplated by paragraphs (xx) and (xxi) above,
         except for filing or recording fees;

                  (xxvii) Neither the Trustee, the Collateral Agent nor any
         Initial Purchaser is required (i) to be qualified to transact business,
         file any designation for service of process, file any reports or pay
         any taxes in New York, Delaware or Florida or (ii) to comply with any
         statutory or regulatory requirement applicable only to financial
         institutions chartered or qualified to do business in New York,
         Delaware, or Florida in each case, solely by reason of the execution
         and delivery of any of the Indenture or the Security Documents or by
         reason of its participation in any of the transactions contemplated
         thereby, including, without limitation, the making and receipt of
         payments pursuant thereto and the exercise of any remedy thereunder;
         and

                  (xxviii) All obligations of the Issuers now or hereafter
         existing under or in respect of the Securities constitute "Senior Debt"
         or "Guarantor Senior Debt" under each class of the Company's
         subordinated debt, to the extent they are obligations of the Issuers in
         respect of principal, interest, reimbursements of amounts drawn under
         letters of credit, penalties, fees, expenses, indemnifications or other
         reimbursements.

                  In rendering such opinion, such counsel may rely (A) as to
         matters involving the application of laws of any jurisdiction other
         than the jurisdiction of incorporation of the Company, the State of
         Delaware, the State of Florida, the State of New York or the Federal
         laws of the United States, to the extent they deem proper and specified
         in such opinion, upon the opinion of other counsel of good standing
         whom they believe to be reliable and who are satisfactory to counsel
         for the Initial Purchasers; and (B) as to matters of fact, to the
         extent they deem proper, on certificates of responsible officers of the
         Company and public officials. References to the Final Memorandum in
         this Section 6(a) include any amendment or supplement thereto at the
         Closing Date.


                                      -22-
<PAGE>

                  (b) The Company shall have requested and caused Anthony L.
         Morrison, Esq., Executive Vice President and Chief Legal Officer of the
         Company, to furnish to the Representatives his opinion, dated the
         Closing Date and addressed to the Representatives, to the effect that:

                       (i) each Issuer which is a New York corporation or
                  limited liability company has been duly incorporated or
                  organized and is validly existing as a corporation or limited
                  liability company in good standing under the laws of the
                  jurisdiction in which it is chartered or organized, with full
                  corporate or limited liability company power and authority to
                  own or lease, as the case may be, and to operate its
                  properties and conduct its business as described in the Final
                  Memorandum and to perform its obligations under the Indenture
                  and the Security Documents to which it is a party;

                       (ii) all the outstanding shares of capital stock of the
                  Company and each Guarantor have been duly authorized and
                  validly issued and are fully paid and nonassessable, and,
                  except as otherwise set forth in the Final Memorandum, all
                  outstanding shares of capital stock of each of the Guarantors
                  are owned by the Company either directly or through wholly
                  owned subsidiaries free and clear of any perfected security
                  interest and, to the knowledge of such counsel, after due
                  inquiry, any other security interests, claims, liens or
                  encumbrances other than Permitted Liens (as defined in the
                  Indenture) and liens to be released on the Closing Date;

                       (iii) the Indenture has been duly authorized, executed
                  and delivered, and constitutes a legal, valid and binding
                  instrument enforceable against the Company in accordance with
                  its terms (subject, as to the enforcement of remedies, to
                  applicable bankruptcy, reorganization, insolvency, moratorium
                  or other laws affecting creditors' rights generally from time
                  to time in effect and to general principles of equity); the
                  issuance of the Securities has been duly authorized and, when
                  executed and, in the case of the Notes, authenticated, in
                  accordance with the provisions of the Indenture and delivered
                  to and paid for by the Initial Purchasers under this
                  Agreement, will constitute legal, valid, binding and
                  enforceable obligations of the Company entitled to the
                  benefits of the Indenture (subject, as to the enforcement of
                  remedies, to applicable bankruptcy, reorganization,
                  insolvency, moratorium or other laws affecting creditors'
                  rights generally from time to time in effect and to general
                  principles of equity); each Security Document has been duly
                  authorized, executed and delivered and constitutes the legal,
                  valid, binding and enforceable agreement of the Issuers party
                  thereto (subject, as to the enforcement of remedies, to
                  applicable bankruptcy, reorganization, insolvency, moratorium
                  or other laws affecting creditors' rights generally from time
                  to time in effect and to general principles of equity);


                                      -23-
<PAGE>


                       (iv) neither the execution and delivery of the Indenture,
                  this Agreement or the Security Documents, the issue and sale
                  of the Securities, nor the consummation of any other of the
                  Transactions, nor the fulfillment of the terms hereof or
                  thereof will conflict with or result in a breach or violation
                  of or imposition of any lien, charge or encumbrance upon any
                  property or asset of the Company or its subsidiaries pursuant
                  to, (i) the charter (including any certificates of
                  designation) or by-laws of the Company or its subsidiaries;
                  (ii) the terms of any indenture, contract, lease, mortgage,
                  deed of trust, note agreement, loan agreement or other
                  agreement, obligation, condition, covenant or instrument known
                  to such counsel, after due inquiry, to which the Company or
                  any of its subsidiaries is a party or bound or to which its
                  respective property is subject; or (iii) any statute, law,
                  rule, regulation, judgment, order or decree applicable to the
                  Company or any of its subsidiaries of any court, regulatory
                  body, administrative agency, governmental body, arbitrator or
                  other authority having jurisdiction over the Company, any of
                  its subsidiaries or any of their respective properties;

                       (v) except as disclosed in the Final Memorandum, there is
                  no pending or, to the knowledge of such counsel, threatened
                  action, suit or proceeding by or before any court or
                  governmental agency, authority or body or any arbitrator
                  involving the Company or any of its subsidiaries or its or
                  their property that would be required to be disclosed in a
                  registration statement filed under the Act; and

                       (vi) such counsel has no reason to believe that at the
                  Execution Time and on the Closing Date the Final Memorandum
                  contained or contains any untrue statement of a material fact
                  or omitted or omits to state any material fact necessary to
                  make the statements therein, in the light of the circumstances
                  under which they were made, not misleading (in each case,
                  other than the financial statements and other financial
                  information contained therein, as to which such counsel need
                  express no opinion).

                  In rendering such opinion, such counsel may limit his opinion
         to matters involving the application of laws of the State of New York
         and the Federal laws of the United States (excluding the Communications
         Act and federal securities laws) and may rely as to matters of fact, to
         the extent he deems proper, on certificates of responsible officers of
         the Company and public officials. References to the Final Memorandum in
         this Section 6(b) include any amendment or supplement thereto at the
         Closing Date.

                  (c) The Representatives shall have received from Cahill Gordon
         & Reindel LLP, counsel for the Initial Purchasers, such opinion or
         opinions, dated the Closing Date and addressed to the Representatives,
         with respect to the issuance and sale of the Securities, the Indenture,
         the Security Documents, the Final Memorandum (as amended or
         supplemented at the Closing Date) and other related matters as the
         Representatives may reasonably require, and the Company shall have
         furnished to such counsel such documents as they request for the
         purpose of enabling them to pass upon such matters.


                                      -24-
<PAGE>


                  (d) The Company and each Guarantor shall have furnished to the
         Representatives a certificate of the Company and each Guarantor, signed
         by the Chairman of the Board or the President and the principal
         financial or accounting officer of the Company and each Guarantor,
         dated the Closing Date, to the effect that the signers of such
         certificate have carefully examined the Final Memorandum, any amendment
         or supplement to the Final Memorandum and this Agreement and that:

                       (i) the representations and warranties of the Company and
                  the Guarantors in this Agreement are true and correct in all
                  material respects on and as of the Closing Date with the same
                  effect as if made on the Closing Date, and the Company has
                  complied with all the agreements and satisfied all the
                  conditions on its part to be performed or satisfied hereunder
                  at or prior to the Closing Date; and

                       (ii) since the date of the most recent financial
                  statements included in the Final Memorandum (exclusive of any
                  amendment or supplement thereto), there has been no material
                  adverse change in the condition (financial or otherwise),
                  prospects, earnings, business or properties of the Company and
                  its subsidiaries, taken as a whole, whether or not arising
                  from transactions in the ordinary course of business, except
                  as set forth in or contemplated by the Final Memorandum
                  (exclusive of any amendment or supplement thereto).

                  (e) At the Execution Time and at the Closing Date, the Company
         shall have requested and caused PricewaterhouseCoopers LLP to furnish
         to the Representatives letters, dated respectively as of the Execution
         Time and as of the Closing Date, in form and substance satisfactory to
         the Representatives, confirming that through March 27, 2003 they were
         independent accountants within the meaning of the Act and the Exchange
         Act and the applicable rules and regulations thereunder, that they have
         performed a review of the interim financial information of the Company
         for the nine-month period ended September 30, 2002 and as at September
         30, 2002, and stating in effect that:

                       (i) in their opinion the audited financial statements
                  included in the Final Memorandum and reported on by them
                  comply as to form in all material respects with the applicable
                  accounting requirements of the Exchange Act and the related
                  published rules and regulations thereunder;

                       (ii) on the basis of their limited review in accordance
                  with the standards established under Statement on Auditing
                  Standards No. 71, of the unaudited interim financial
                  information for the nine-month period ended September 30,
                  2002, and as at September 30, 2002; carrying out certain
                  specified procedures (but not an examination in accordance
                  with generally accepted auditing standards) which would not
                  necessarily reveal matters of significance with respect to the
                  comments set forth in such letter; nothing came to their
                  attention which caused them to believe that the unaudited
                  financial statements for the nine-month period ended September
                  30, 2002, and as at September 30, 2002, included in the Final
                  Memorandum do not comply as to


                                      -25-
<PAGE>


                  form in all material respects with applicable accounting
                  requirements and with the published rules and regulations of
                  the Commission with respect to financial statements included
                  or incorporated in quarterly reports on Form 10-Q under the
                  Exchange Act; or such unaudited financial statements are not
                  in conformity with generally accepted accounting principles
                  applied on a basis substantially consistent with that of the
                  audited financial statements included or incorporated in the
                  Final Memorandum; and

                       (iii) they have performed certain other specified
                  procedures as a result of which they determined that certain
                  information of an accounting, financial or statistical nature
                  (which is limited to accounting, financial or statistical
                  information derived from the general accounting records of the
                  Company and its subsidiaries) for the years and interim
                  periods during which PricewaterhouseCoopers LLP served as the
                  Company's auditors set forth in the Final Memorandum,
                  including any such information set forth under the captions
                  "Summary Consolidated Financial and Other Data" and "Selected
                  Consolidated Financial and Other Data" in the Final Memorandum
                  and the information included in "Management's Discussion and
                  Analysis of Financial Condition and Results of Operations" in
                  the Final Memorandum agrees with the accounting records of the
                  Company and its subsidiaries, excluding any questions of legal
                  interpretation.

                  References to the Final Memorandum in this Section 6(e)
         include any amendment or supplement thereto at the date of the
         applicable letter.

                  (f) At the Execution Time and at the Closing Date, the Company
         shall have requested and caused Ernst & Young LLP to furnish to the
         Representatives letters, dated respectively as of the Execution Time
         and as of the Closing Date, in form and substance satisfactory to the
         Representatives, confirming that they are independent accountants
         within the meaning of the Act and the Exchange Act and the applicable
         rules and regulations thereunder, that they have performed an audit of
         the interim financial information of the Company for the nine-month
         period ended September 30, 2003 and as at September 30, 2003, and
         stating in effect that in their opinion, except as otherwise set forth
         in their report, the audited financial statements included in the Final
         Memorandum and reported on by them comply as to form in all material
         respects with the applicable accounting requirements of the Exchange
         Act and the related published rules and regulations thereunder, and
         further stating that:

                       (i) on the basis of a reading of the latest unaudited
                  financial statements made available by the Company and its
                  subsidiaries; carrying out certain specified procedures (but
                  not an examination in accordance with generally accepted
                  auditing standards) which would not necessarily reveal matters
                  of significance with respect to the comments set forth in such
                  letter; a reading of the minutes of the meetings of the
                  stockholders, directors and the audit committee of the Company
                  and the Subsidiaries; and inquiries of certain officials of
                  the Company who have responsibility for financial and
                  accounting


                                      -26-
<PAGE>


                  matters of the Company and its subsidiaries as to transactions
                  and events subsequent to September 30, 2003, nothing came to
                  their attention which caused them to believe that:

                              (1) with respect to the period subsequent to
                        September 30, 2003, there were any changes, at November
                        30, 2003, in total debt or total mandatorily redeemable
                        preferred stock or decreases in the stockholders' equity
                        (deficit) of the Company as compared with the amounts
                        shown on the September 30, 2003 consolidated balance
                        sheet included in the Final Memorandum, or for the
                        period from October 1, 2003 to November 30, 2003 there
                        were any decreases, as compared with the corresponding
                        period of the prior year in net revenues or increases in
                        net loss, except in all instances for changes or
                        decreases set forth in such letter, in which case the
                        letter shall be accompanied by an explanation by the
                        Company as to the significance thereof unless such
                        explanation is not deemed necessary by the
                        Representatives; or

                              (2) on the basis of reading of the minutes of the
                        meetings of the stockholders, directors and audit
                        committee of the Company and its subsidiaries and
                        inquiries of certain officials of the Company who have
                        responsibility for financial and accounting matters of
                        the Company and its subsidiaries as to transactions and
                        events subsequent to December 1, 2003, nothing came to
                        their attention which caused them to believe, with
                        respect to the period subsequent to September 30, 2003,
                        there were any changes, at the most recently
                        ascertainable date, in total debt or total redeemable
                        preferred stock or decreases in the stockholders' equity
                        (deficit) of the Company as compared with the amounts
                        shown on the September 30, 2003 consolidated balance
                        sheet included in the Final Memorandum, or for the
                        period from December 1, 2003 to such date there were any
                        decreases, as compared with the corresponding period of
                        the prior year in net revenues or increases in net loss,
                        except in all instances for changes or decreases set
                        forth in such letter, in which case the letter shall be
                        accompanied by an explanation by the Company as to the
                        significance thereof unless such explanation is not
                        deemed necessary by the Representatives;

                  (ii) they have performed certain other specified procedures as
         a result of which they determined that certain information of an
         accounting, financial or statistical nature (which is limited to
         accounting, financial or statistical information derived from the
         general accounting records of the Company and its subsidiaries) set
         forth in the Final Memorandum, including the information set forth
         under the captions "Summary Consolidated Financial and Other Data" and
         "Selected Consolidated Financial and Other Data" in the Final
         Memorandum and the information included in "Management's Discussion and
         Analysis of Financial Condition and Results of Operations" in the Final
         Memorandum agrees with the accounting records of the Company for the
         periods reviewed by Ernst & Young LLP and its subsidiaries, excluding
         any questions of legal interpretation.

                                      -27-

<PAGE>


                  References to the Final Memorandum in this Section 6(f)
         include any amendment or supplement thereto at the date of the
         applicable letter.

                  (g) Subsequent to the Execution Time or, if earlier, the dates
         as of which information is given in the Final Memorandum (exclusive of
         any amendment or supplement thereto), there shall not have been (i) any
         change, decrease or increase specified in the letter or letters
         referred to in paragraph (f) of this Section 6; or (ii) any change, or
         any development involving a prospective change, in or affecting the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto) the
         effect of which, in any case referred to in clause (i) or (ii) above,
         is, in the sole judgment of the Representatives, so material and
         adverse as to make it impractical or inadvisable to market the
         Securities as contemplated by the Final Memorandum (exclusive of any
         amendment or supplement thereto).

                  (h) The Securities shall have been designated as
         PORTAL-eligible securities in accordance with the rules and regulations
         of the NASD, and the Securities shall be eligible for clearance and
         settlement through The Depository Trust Company.

                  (i) Subsequent to the Execution Time, there shall not have
         been any decrease in the rating of any of the Company's debt securities
         by any "nationally recognized statistical rating organization" (as
         defined for purposes of Rule 436(g) under the Act) or any notice given
         of any intended or potential decrease in any such rating or of a
         possible change in any such rating that does not indicate the direction
         of the possible change.

                  (j) On the Closing Date, the Company shall have furnished to
         the Representatives the Security Agreement, duly executed by each
         Issuer, together with:

                      (A) evidence satisfactory to the Representatives that
                  (upon filing in the appropriate filing offices referred to in
                  clause (x) below) the Collateral Agent (for the benefit of the
                  Secured Parties (as defined in the Security Agreement)) has a
                  valid and perfected first priority security interest in the
                  Collateral, including (x) such documents duly executed by each
                  Issuer as the Representatives may request with respect to the
                  perfection of the Collateral Agent's security interests in the
                  Collateral (including financing statements under the UCC,
                  trademark and copyright security agreements and other
                  applicable documents under the laws of any jurisdiction with
                  respect to the perfection of liens created by the Security
                  Documents), (y) copies of UCC search reports as of a recent
                  date listing all effective financing statements that name any
                  Issuer as debtor, together with copies of such financing
                  statements, none of which shall cover the Collateral except
                  for those which shall be


                                      -28-
<PAGE>

                  terminated on the Closing Date) and (z) evidence of
                  termination and release of any existing Liens which are not
                  Permitted Liens (including signed UCC-3 termination
                  statements, releases and pay-off letters in respect of the
                  Credit Agreement);

                       (B) share certificates representing all certificated
                  Pledged Stock and stock powers for such share certificates
                  executed in blank;

                       (C) all instruments representing Pledged Notes, in form
                  and substance reasonably satisfactory to the Representative,
                  duly endorsed in favor of the Collateral Agent or in blank
                  together with a summary (certified by a financial or
                  accounting officer of the Company) of outstanding intercompany
                  loan balances as of a recent date; and

                       (D) Control Agreements with respect to each account
                  listed on Schedule 6 to the Security Agreement.

                  (k) The Company shall have furnished to the Representatives
         evidence satisfactory to the Representatives that the insurance
         policies required by the Indenture are in full force and effect
         together with, in respect of those insurance policies maintained with
         respect to the properties of the Issuers, (A) endorsements naming the
         Collateral Agent, on behalf of the Secured Parties, as an additional
         insured and/or loss payee and (B) a provision that cancellation,
         material addition in amount or material change in coverage shall not be
         effective until 30 days after written notice to the Collateral Agent.

                  (l) Simultaneously with the Closing, the other Transactions
         shall be consummated.

                  (m) Prior to the Closing Date, the Company shall have
         furnished to the Representatives such further information, certificates
         and documents as the Representatives may reasonably request.

                  If any of the conditions specified in this Section 6 shall not
have been satisfied in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance, as contemplated by the provisions of this
Agreement, to the Representatives and counsel for the Initial Purchasers, this
Agreement and all obligations of the Initial Purchasers hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.

                  The documents required to be delivered by this Section 6 will
be delivered at the office of counsel for the Initial Purchasers, c/o Cahill
Gordon & Reindel LLP, 80 Pine Street, New York, NY 10005, on the Closing Date.


                                      -29-
<PAGE>

                  7. Reimbursement of Expenses. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Initial Purchasers set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of any Issuer to perform any agreement
herein or comply with any provision hereof other than by reason of a default by
any of the Initial Purchasers, the Issuers will reimburse the Initial Purchasers
severally through Citigroup on demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities.

                  8. Indemnification and Contribution.

                  (a) The Issuers, jointly and severally, agree to indemnify and
hold harmless each Initial Purchaser, the directors, officers, employees and
agents of each Initial Purchaser and each person who controls any Initial
Purchaser within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Preliminary Memorandum, the Final
Memorandum (or in any supplement or amendment thereto) or any information
provided by any Issuer to any holder or prospective purchaser of Securities
pursuant to Section 5(h), or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Issuers will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made in the Preliminary Memorandum or
the Final Memorandum, or in any amendment thereof or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Initial Purchasers through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Issuers may otherwise have.

                  (b) Each Initial Purchaser severally and not jointly agrees to
indemnify and hold harmless the Issuers, each of their directors, each of their
officers, and each person who controls any Issuer within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Issuers to each Initial Purchaser, but only with reference to written
information relating to such Initial Purchaser furnished to the Issuers by or on
behalf of such Initial Purchaser through the Representatives specifically for
inclusion in the Preliminary Memorandum or the Final Memorandum (or in any
amendment or supplement thereto). This indemnity agreement will be in addition
to any liability which any Initial Purchaser may otherwise have. The Issuers
acknowledge that the statements set forth


                                      -30-
<PAGE>

in the last paragraph of the cover page regarding the delivery of the Securities
and in the ninth paragraph under the heading "Plan of Distribution," constitute
the only information furnished in writing by or on behalf of the Initial
Purchasers for inclusion in the Preliminary Memorandum or the Final Memorandum
(or in any amendment or supplement thereto).

                  (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
(except for local counsel) retained by the indemnified party or parties except
as set forth below); provided, however, that such counsel shall be satisfactory
to the indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the indemnified
party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Issuers and the Initial Purchasers agree
to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which any Issuer and
one or more of the Initial Purchasers may be subject in such proportion as is
appropriate


                                      -31-
<PAGE>


to reflect the relative benefits received by the Issuers on the one hand and by
the Initial Purchasers on the other from the offering of the Securities;
provided, however, that in no case shall any Initial Purchaser (except as may be
provided in any agreement among the Initial Purchasers relating to the offering
of the Securities) be responsible for any amount in excess of the purchase
discount or commission applicable to the Securities purchased by such Initial
Purchaser hereunder. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the Issuers and the Initial Purchasers
severally shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Issuers on the
one hand and of the Initial Purchasers on the other in connection with the
statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations. Benefits received by the Issuers shall be
deemed to be equal to the total net proceeds from the offering (before deducting
expenses) received by the Company, and benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and
commissions in each case set forth on the cover of the Final Memorandum.
Relative fault shall be determined by reference to, among other things, whether
any untrue or any alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information provided by the
Issuers on the one hand or the Initial Purchasers on the other, the intent of
the parties and their relative knowledge, information and opportunity to correct
or prevent such untrue statement or omission. The Issuers and the Initial
Purchasers agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Initial Purchaser within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of an Initial
Purchaser shall have the same rights to contribution as such Initial Purchaser,
and each person who controls any Issuer within the meaning of either the Act or
the Exchange Act and each officer and director of any Issuer shall have the same
rights to contribution as the Issuers, subject in each case to the applicable
terms and conditions of this paragraph (d).

                  9. Default by an Initial Purchaser. If any one or more Initial
Purchasers shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Initial Purchaser hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Initial Purchasers shall be obligated severally to take
up and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule I hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Initial Purchasers) the Securities which the defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase; provided,
however, that in the event that the aggregate principal amount of Securities
which the defaulting Initial Purchaser or Initial Purchasers agreed but failed
to purchase shall exceed 10% of the aggregate principal amount of Securities set
forth in Schedule I hereto, the remaining Initial Purchasers shall have the
right to purchase all, but shall not be under any obligation to purchase any, of
the Securities, and if such nondefaulting Initial Purchasers do not purchase all
the Securities, this Agreement will terminate without


                                      -32-
<PAGE>


liability to any nondefaulting Initial Purchaser, the Company or the Guarantors.
In the event of a default by any Initial Purchaser as set forth in this Section
9, the Closing Date shall be postponed for such period, not exceeding five
Business Days, as the Representatives shall determine in order that the required
changes in the Final Memorandum or in any other documents or arrangements may be
effected. Nothing contained in this Agreement shall relieve any defaulting
Initial Purchaser of its liability, if any, to any Issuer or any nondefaulting
Initial Purchaser for damages occasioned by its default hereunder.

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Company's Common Stock shall have
been suspended by the Commission or the American Stock Exchange or trading in
securities generally on the New York Stock Exchange or the American Stock
Exchange shall have been suspended or limited or minimum prices shall have been
established on either of such Exchanges; (ii) a banking moratorium shall have
been declared either by Federal or New York State authorities; or (iii) there
shall have occurred any outbreak or escalation of hostilities, declaration by
the United States of a national emergency or war or other calamity or crisis the
effect of which on financial markets is such as to make it, in the sole judgment
of the Representatives, impracticable or inadvisable to proceed with the
offering or delivery of the Securities as contemplated by the Final Memorandum
(exclusive of any amendment or supplement thereto).

                  11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company, the Guarantors or its or their officers and of the Initial Purchasers
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of the Initial
Purchasers, the Company, the Guarantors or any of the indemnified persons
referred to in Section 8 hereof, and will survive delivery of and payment for
the Securities. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.

                  12. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telefaxed to the Citigroup General Counsel (fax no.: (212)
816-7912) and confirmed to the Citigroup General Counsel at 388 Greenwich
Street, New York, New York 10013, Attention: Chief Legal Officer; or, if sent to
the Company or any Guarantor, will be mailed, delivered or telefaxed to the
General Counsel (fax no.: (561) 659-4754) and confirmed to the General Counsel,
Paxson Communications Corporation, at 601 Clearwater Park Road, West Palm Beach,
Florida 33401.

                  13. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
indemnified persons referred to in Section 8 hereof, and, except as expressly
set forth in Section 5(h) hereof, no other person will have any right or
obligation hereunder.


                                      -33-
<PAGE>

                  14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

                  15. Waiver of Tax Confidentiality. Notwithstanding anything
herein to the contrary, purchasers of the Securities (and each employee,
representative or other agent of the Issuers) may disclose to any and all
persons, without limitation of any kind, the U.S. tax treatment and U.S. tax
structure of any transaction contemplated herein and all materials of any kind
(including opinions or other tax analyses) that are provided to the purchasers
of the Securities relating to such U.S. tax treatment and U.S tax structure,
other than any information for which nondisclosure is reasonably necessary in
order to comply with applicable securities laws.

                  16. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

                  17. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  18. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in The City of New York.

                  "Citigroup" shall mean Citigroup Global Markets Inc.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.

                  "Investment Company Act" shall mean the Investment Company Act
of 1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "NASD" shall mean the National Association of Securities
Dealers, Inc.

                  "Regulation D" shall mean Regulation D under the Act.

                  "Regulation S" shall mean Regulation S under the Act.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.


                                      -34-
<PAGE>


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Company, the Guarantors and the several Initial Purchasers.


                                        Very truly yours,


                                        PAXSON COMMUNICATIONS
                                             CORPORATION


                                        By:
                                               ---------------------------------
                                               Name:   Thomas E. Severson, Jr.
                                               Title:  Senior Vice President and
                                                       Chief Financial Officer



The foregoing Agreement is hereby
confirmed and accepted as of the
date first  Above written.


CITIGROUP GLOBAL MARKETS INC.
BEAR, STEARNS & CO. INC.
CIBC WORLD MARKETS CORP.

By:  CITIGROUP GLOBAL MARKETS INC.


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

                                      -35-
<PAGE>


                                SUBSIDIARY GUARANTORS:
                                BUD HITS, INC.
                                BUD SONGS, INC.
                                CLEARLAKE PRODUCTIONS, INC.
                                FLAGLER PRODUCTIONS, INC.
                                IRON MOUNTAIN PRODUCTIONS, INC.
                                OCEAN STATE TELEVISION, LLC
                                PAX HITS PUBLISHING, INC.
                                PAX INTERNET, INC.
                                PAX NET, INC.
                                PAX NET TELEVISION PRODUCTIONS, INC.
                                PAXSON AKRON LICENSE, INC.
                                PAXSON ALBANY LICENSE, INC.
                                PAXSON ALBUQUERQUE LICENSE, INC.
                                PAXSON ATLANTA LICENSE, INC.
                                PAXSON BATTLE CREEK LICENSE, INC.
                                PAXSON BIRMINGHAM LICENSE, INC.
                                PAXSON BOSTON LICENSE, INC.
                                PAXSON BOSTON-68 LICENSE, INC.
                                PAXSON BUFFALO LICENSE, INC.
                                PAXSON CEDAR RAPIDS LICENSE, INC.
                                PAXSON CHARLESTON LICENSE, INC.
                                PAXSON CHICAGO LICENSE, INC.
                                PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
                                PAXSON COMMUNICATIONS LPTV, INC.
                                PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.
                                PAXSON COMMUNICATIONS OF AKRON-23, INC.
                                PAXSON COMMUNICATIONS OF ALBANY-55, INC.
                                PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
                                PAXSON COMMUNICATIONS OF ATLANTA-14, INC.
                                PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC.
                                PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.
                                PAXSON COMMUNICATIONS OF BOSTON-46, INC.
                                PAXSON COMMUNICATIONS OF BOSTON-60, INC.


                                      -36-
<PAGE>


                                PAXSON COMMUNICATIONS OF BOSTON-68, INC.
                                PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
                                PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
                                PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
                                PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
                                PAXSON COMMUNICATIONS OF DALLAS-68, INC.
                                PAXSON COMMUNICATIONS OF DAVENPORT-67, INC.
                                PAXSON COMMUNICATIONS OF DENVER-59, INC.
                                PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
                                PAXSON COMMUNICATIONS OF DETROIT-31, INC.
                                PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
                                PAXSON COMMUNICATIONS OF FRESNO-61, INC.
                                PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.
                                PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.
                                PAXSON COMMUNICATIONS OF HARTFORD-26, INC.
                                PAXSON COMMUNICATIONS OF HONOLULU-66, INC.
                                PAXSON COMMUNICATIONS OF HOUSTON-49, INC.
                                PAXSON COMMUNICATIONS OF INDIANAPOLIS-63, INC.
                                PAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC.
                                PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC.
                                PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
                                PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
                                PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.


                                      -37-
<PAGE>


                                PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC.
                                PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC.
                                PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
                                PAXSON COMMUNICATIONS OF MIAMI-35, INC.
                                PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC.
                                PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC.
                                PAXSON COMMUNICATIONS OF MOBILE-61, INC.
                                PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.
                                PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
                                PAXSON COMMUNICATIONS OF NEW YORK-31, INC.
                                PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
                                PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.
                                PAXSON COMMUNICATIONS OF ORLANDO-56, INC.
                                PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC.
                                PAXSON COMMUNICATIONS OF PHOENIX-13, INC.
                                PAXSON COMMUNICATIONS OF PHOENIX-51, INC.
                                PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
                                PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
                                PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
                                PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.
                                PAXSON COMMUNICATIONS OF RALEIGH-47, INC.
                                PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
                                PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.



                                      -38-
<PAGE>


                               PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
                               PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
                               PAXSON COMMUNICATIONS OF SAN JOSE-65, INC.
                               PAXSON COMMUNICATIONS OF SAN JUAN, INC.
                               PAXSON COMMUNICATIONS OF SCRANTON-64, INC.
                               PAXSON COMMUNICATIONS OF SEATTLE-33, INC.
                               PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
                               PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
                               PAXSON COMMUNICATIONS OF ST. CROIX-15, INC.
                               PAXSON COMMUNICATIONS OF ST. LOUIS-13, INC.
                               PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.
                               PAXSON COMMUNICATIONS OF TAMPA-66, INC.
                               PAXSON COMMUNICATIONS OF TUCSON-46, INC.
                               PAXSON COMMUNICATIONS OF TULSA-44, INC.
                               PAXSON COMMUNICATIONS OF WASHINGTON-60, INC.
                               PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
                               PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
                               PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
                               PAXSON COMMUNICATIONS TELEVISION, INC.
                               PAXSON DALLAS LICENSE, INC.
                               PAXSON DAVENPORT LICENSE, INC.
                               PAXSON DENVER LICENSE, INC.
                               PAXSON DES MOINES LICENSE, INC.
                               PAXSON DETROIT LICENSE, INC.
                               PAXSON DEVELOPMENT, INC.
                               PAXSON FAYETTEVILLE LICENSE, INC.
                               PAXSON FRESNO LICENSE, INC.


                                      -39-
<PAGE>


                                PAXSON GREENSBORO LICENSE, INC.
                                PAXSON GREENVILLE LICENSE, INC.
                                PAXSON HARTFORD HOLDINGS, INC.
                                PAXSON HARTFORD LICENSE, INC.
                                PAXSON HAWAII LICENSE, INC.
                                PAXSON HOLDINGS, INC.
                                PAXSON HOUSTON LICENSE, INC.
                                PAXSON INDIANAPOLIS HOLDINGS, INC.
                                PAXSON INDIANAPOLIS LICENSE, INC.
                                PAXSON JACKSONVILLE LICENSE, INC.
                                PAXSON JAX LICENSE, INC.
                                PAXSON KANSAS CITY LICENSE, INC.
                                PAXSON KNOXVILLE LICENSE, INC.
                                PAXSON LEXINGTON LICENSE, INC.
                                PAXSON LOS ANGELES LICENSE, INC.
                                PAXSON MERCHANDISING & LICENSING, INC.
                                PAXSON MIAMI-35 LICENSE, INC.
                                PAXSON MILWAUKEE LICENSE, INC.
                                PAXSON MINNEAPOLIS LICENSE, INC.
                                PAXSON MOBILE LICENSE, INC.
                                PAXSON NEW YORK LICENSE, INC.
                                PAXSON NORFOLK LICENSE, INC.
                                PAXSON NORWELL HOLDINGS, INC.
                                PAXSON NORWELL INTEREST, INC.
                                PAXSON NORWELL INTERMEDIARY, INC.
                                PAXSON OKLAHOMA CITY LICENSE, INC.
                                PAXSON ORLANDO LICENSE, INC.
                                PAXSON PHILADELPHIA LICENSE, INC.
                                PAXSON PHOENIX LICENSE, INC.
                                PAXSON PORTLAND LICENSE, INC.
                                PAXSON PRODUCTIONS, INC.
                                PAXSON RALEIGH LICENSE, INC.
                                PAXSON ROANOKE LICENSE, INC.
                                PAXSON SACRAMENTO LICENSE, INC.
                                PAXSON SALEM LICENSE, INC.
                                PAXSON SALT LAKE CITY LICENSE, INC.
                                PAXSON SAN ANTONIO LICENSE, INC.
                                PAXSON SAN JOSE LICENSE, INC.
                                PAXSON SCRANTON LICENSE, INC.
                                PAXSON SEATTLE LICENSE, INC.
                                PAXSON SHREVEPORT LICENSE, INC.
                                PAXSON SPOKANE LICENSE, INC.
                                PAXSON SPORTS OF MIAMI, INC.
                                PAXSON ST. CROIX LICENSE, INC.
                                PAXSON SYRACUSE LICENSE, INC.


                                      -40-
<PAGE>


                                PAXSON TAMPA-66 LICENSE, INC.
                                PAXSON TELEVISION PRODUCTIONS, INC.
                                PAXSON TELEVISION, INC.
                                PAXSON TENNESSEE LICENSE, INC.
                                PAXSON TULSA LICENSE, INC.
                                PAXSON WASHINGTON LICENSE, INC.
                                PAXSON WASHINGTON-60 LICENSE, INC.
                                PAXSON WAUSAU LICENSE, INC.
                                PAXSON WEST PALM BEACH HOLDINGS, INC.
                                PAXSON WEST PALM BEACH LICENSE, INC.
                                PCC DIRECT, INC.
                                TRAVEL CHANNEL ACQUISITION CORPORATION


                                By:
                                     -----------------------------------------
                                     Name:  Thomas E. Severson, Jr.
                                     Title: Vice President and Treasurer of
                                            each of such Subsidiary Guarantors



                                AMERICA 51, L.P.


                                By:  Paxson Communications of Phoenix-51, Inc.,
                                       its General Partner and Limited Partner


                                By:  Paxson Communications Television, Inc., its
                                       Limited Partner


                                By:
                                     -------------------------------------------
                                     Name:    Thomas E. Severson, Jr.
                                     Title:   Vice President and Treasurer of
                                              such General and Limited Partners

                                      -41-