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                                                                  EXHIBIT 10.208

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is made as of this 16th day
of October, 1999 (the "Effective Date"), by and between Paxson Communications
Corporation, a Delaware corporation with its principal place of business at 601
Clearwater Park Road, West Palm Beach, Florida 33401-6233 (the "Company") and
Lowell W. Paxson, an individual whose address is 780 S. Ocean Boulevard, Palm
Beach, Florida 33480 (the "Executive") (collectively, the "Parties").

         The Executive is the owner of a majority of the total voting power of
the outstanding common stock of the Company. The Company desires to employ the
Executive as its Chairman ("Chairman"), and the Parties desire to enter into
this agreement to secure the Executive's employment during the term hereof, all
on the terms and conditions set forth herein.

                       NOW, THEREFORE, the Parties agree as follows:

1.       TITLE. The Company hereby employs the Executive and the Executive
         agrees to serve the Company as Chairman, headquartered principally in
         the Company's West Palm Beach, Florida offices, on the terms and
         conditions hereinafter set forth.

2.       EMPLOYMENT TERM. The term of the Executive's employment by the Company
         pursuant to this Agreement shall be three years, commencing on the
         Effective Date and terminating on the anniversary of the Effective Date
         in 2002, unless renewed as set forth below or sooner terminated
         pursuant to Paragraph 8 hereof (the "Term of Employment"). So long as
         the Executive remains the FCC Single Majority Shareholder of the
         Company (as such term is defined under applicable law and the rules and
         regulations of the Federal Communications Commission (the "FCC")), the
         Term of Employment shall automatically renew for successive one year
         periods, commencing on the third anniversary of the Effective Date and
         each anniversary of the Effective Date thereafter. In the event this
         Agreement is terminated after the Executive ceases to be the FCC Single
         Majority Shareholder of the Company, the Executive shall hold the
         honorary title of Chairman Emeritus, but shall have no further
         employment duties or responsibilities hereunder.

3.       DUTIES. The Executive shall serve as the Chairman of the Company, with
         such duties and responsibilities as are commensurate with such position
         as described in the bylaws of the Company, and, subject to election as
         a director by the Company's stockholders, shall also act as the
         chairman of the Company's Board of Directors. The Executive shall
         report to the Board of Directors and shall be the senior executive
         officer of the Company, with all power, authority and responsibilities
         customarily attendant to such position, including supervision of the
         Chief Executive Officer and President of the Company in the performance
         of his duties and responsibilities with respect to all operations and
         management of the Company, its subsidiaries and any entity controlled
         by the Company (collectively, the "Paxson Group").



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         The Executive shall render his services under this Agreement loyally
         and faithfully, to the best of his abilities and in substantial
         conformance with all laws and all written Company rules and policies
         which apply to senior executives and of which the Executive has notice.
         Except as expressly modified herein, the Executive shall be subject to
         all of the Company's written policies, including conflicts of interest,
         as well as the following:

         (a)      The Executive will comply with all Company and professional
                  standards governing the Executive's objectivity in the
                  performance of the Executive's duties. The Executive will not,
                  without the prior approval of the Compensation Committee of
                  the Company's Board of Directors (the "Compensation
                  Committee"), accept any gift, compensation or gratuity (which
                  excludes business meals and entertainment received by the
                  Executive in the ordinary course of business) from any person
                  or entity with which the Paxson Group or any of their
                  broadcast properties is or may be in competition or in any
                  instance where there is a stated or implied expectation of
                  favorable treatment of that person or entity. The Executive
                  will not, without the prior written approval of the
                  Compensation Committee, take advantage of any business
                  opportunity or situation or engage in any enterprise or
                  venture of which the Paxson Group has an interest on his or
                  her own behalf, if said business opportunity or situation,
                  enterprise or venture is related in any material way to the
                  business of the Paxson Group.

         (b)      In performing his duties under this Agreement, the Executive
                  shall conduct himself with due regard to social conventions,
                  public morals and standards of decency, and will not cause or
                  permit any situation or occurrence which would tend to
                  degrade, scandalize, bring into public disrepute, or otherwise
                  lower the community standing of the Executive.

4.       (a)      BASE SALARY. The Company shall pay the Executive a base
                  salary (the "Base Salary"), to be paid on the same payroll
                  cycle as other executive officers of the Company, at an
                  initial annual rate of $600,000. The Base Salary shall be
                  increased annually during the Term of Employment, effective on
                  each anniversary of the Effective Date, by an amount equal to
                  10% of the Base Salary in effect for the most recently ended
                  twelve months (i.e., cumulatively).

         (b)      ANNUAL BONUS. In addition to the Base Salary, the Executive
                  shall be eligible to earn a bonus for each of the whole or
                  partial calendar years during the Term of Employment, subject
                  to (i) the satisfaction of annual performance benchmarks for
                  "minimum revenues," "target revenues" or "excess revenues,"
                  established by the Compensation Committee of the Board of
                  Directors, and (ii) the Executive being actively employed by
                  the Company on December 31 of such calendar year (except for
                  any bonus for the partial calendar year during which the Term
                  of Employment expires or is terminated), unless the
                  Executive's employment has terminated due to the Executive's
                  death, Good Reason, Disability or other than for Good Cause,
                  pursuant to subparagraphs (a), (c), (d) or (e) of Paragraph 8.



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                  The bonus shall be equal to the following percentages of the
                  Base Salary paid to the Executive in the preceding calendar
                  year: (A) 50% of Base Salary upon the attainment of the
                  "minimum revenues" benchmark; (B) 100% of Base Salary upon the
                  attainment of the "target revenues" benchmark; or (C) 200% of
                  Base Salary upon the attainment of the "excess revenues"
                  benchmark. The benchmarks shall be established by the
                  Compensation Committee. Any bonus compensation earned shall be
                  payable within the first six months of the calendar year
                  following the year to which the bonus applies, and will be
                  prorated for any partial calendar year during the Term of
                  Employment on the basis of the Executive's period of service
                  during such year.




         (c)      OPTIONS. The Company shall grant the Executive non-qualified
                  stock options (the "Options") to purchase an aggregate of
                  1,000,000 shares of Class A Common Stock of the Company, which
                  shall become exercisable (i.e., "vest") at a rate of 333,333
                  shares on each anniversary of the Effective Date (333,334 on
                  the third such anniversary) during the Term of Employment and
                  expiring on the tenth anniversary of the Effective Date. The
                  option exercise prices shall be (i) for Options vesting on the
                  first anniversary of the Effective Date, $10.00 per share,
                  (ii) for Options vesting on the second anniversary of the
                  Effective Date, the lower of $14 per share or the Fair Market
                  Value of the Class A Common Stock as of the anniversary of the
                  Effective Date in 2000, and (iii) for Options vesting on the
                  third anniversary of the Effective Date, the lower of $18 per
                  share or the Fair Market Value of the Class A Common Stock on
                  the anniversary of the Effective Date in 2001. The Options
                  shall be governed by the terms of a Stock Option Agreement,
                  substantially in the form attached hereto as Exhibit A, which
                  the Executive agrees to execute upon grant of the Options.
                  Notwithstanding any other provision of this Agreement, if, at
                  any time after the Executive ceases to be the FCC Single
                  Majority Shareholder of the Company, the Executive's
                  employment under this Agreement is terminated other than by
                  reason of Executive's death or Disability and other than for
                  Good Cause (each as defined below), then the Executive shall
                  retain all Options which have vested prior to the date of
                  termination and any unvested Options shall be forfeited. For
                  purposes of the Options, the "Fair Market Value" of the Class
                  A Common Stock on any date shall be equal to the arithmetic
                  average of the closing sale prices of the Class A Common Stock
                  for the 45 consecutive trading days ending on the trading day
                  immediately preceding the date of determination on the
                  principal securities exchange on which the Class A Common
                  Stock is listed for trading.

         (d)     WITHHOLDING. The Company will have the right to withhold from
                 payments otherwise due and owing to the Executive, an amount
                 sufficient to satisfy any required federal, state, and/or local
                 income and payroll taxes and any other amounts required by law
                 to be withheld.



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5.       EMPLOYEE BENEFITS. During the Term of Employment, the Executive shall
         be eligible to participate, on the same basis as other members of the
         Company's senior executive group, in all employee benefit plans and
         arrangements sponsored or maintained by the Company for the benefit of
         its employees generally and for its senior executive group (which for
         this purpose means any one or more senior executives), including,
         without limitation, the Supplemental Executive Retirement Plan, all
         group insurance plans (term life, medical and disability) and
         retirement plans, as long as any such plan or arrangement remains
         generally applicable to its senior executive group.

6.       BUSINESS EXPENSES. The Executive shall be reimbursed for all reasonable
         expenses incurred by him in the discharge of his duties, including, but
         not limited to, expenses for entertainment and travel, provided the
         Executive shall account for and substantiate all such expenses in
         accordance with the Company's written policies for its senior executive
         group (which for this purpose means any one or more senior executives).
         The Executive shall be entitled to the use of Company aircraft in
         accordance with past practices, and to first class commercial air
         transportation and hotel accommodations.

7.       FREEDOM TO CONTRACT. The Executive represents and warrants that he has
         the right to enter into this Agreement, is eligible for employment by
         the Company and that no other written or verbal agreements exist which
         would be in conflict with or prevent performance of any portion of this
         Agreement. The Executive further agrees to hold the Company harmless
         from any and all liability arising out of any prior contractual
         obligations entered into by the Executive. The Executive represents and
         warrants that he has not made and will not make any contractual or
         other commitments that would conflict with or prevent his performance
         of any portion of this Agreement or conflict with the full enjoyment by
         the Company of the rights herein granted.

8.       TERMINATION. Notwithstanding the provisions of Paragraph 2 of this
         Agreement, the Executive's employment under this Agreement and the Term
         of Employment hereunder shall terminate on the earliest of the
         following dates:

         (a)      DEATH. Upon the date of the Executive's death. In such event,
                  the Company shall pay to the Executive's legal representatives
                  or named beneficiaries (as the Executive may designate from
                  time to time in a writing delivered to the Company), (x) the
                  Executive's Base Salary in effect on the date of death for an
                  eighteen (18) month period following the date of the
                  Executive's death (payable in accordance with the Company's
                  normal payroll practices during such period), (y) any bonus
                  earned but not paid as of the date of death, and (z) a pro
                  rata bonus for the calendar year in which the Executive died
                  equal to the bonus the Executive would have earned for such
                  year if he had remained actively employed with the Company
                  through the end of such calendar year and had continued to
                  receive his Base Salary through the end of such period



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                  multiplied by a fraction, the numerator of which shall be the
                  total number of days of the calendar year which have lapsed as
                  of the date of his death and the denominator of which is 365.
                  The Executive's estate and legal representatives,
                  beneficiaries and assigns shall retain all Options which shall
                  fully and immediately vest as of the date of the Executive's
                  death.

         (b)      GOOD CAUSE. Subject to the notice and cure provisions set
                  forth below, upon the date specified in a written notice from
                  the Board of Directors terminating the Executive's employment
                  for "Good Cause," consistent with the provisions of this
                  subparagraph (b). The term "Good Cause" as used in this
                  Agreement shall mean the occurrence of any of the following
                  events:

                  (i) the Executive's conviction of the commission of (A) a
                  felony, (B) any criminal act with respect to the Executive's
                  employment (including any criminal act involving a violation
                  of the Communications Act of 1934, as amended, or regulations
                  promulgated by the FCC), or (C) any act contrary to law that
                  materially threatens to result in suspension, revocation, or
                  adverse modification of any FCC license of any broadcast
                  station owned by the Paxson Group or that would subject any
                  such broadcast station to a material fine or forfeiture;

                  (ii) the Executive's demonstrable gross negligence in taking
                  any action, or omitting to take any action, which act or
                  omission would cause any member of the Paxson Group to be in
                  default under any material contract, lease or other agreement;

                  (iii) the Executive's dependence on alcohol or illegal drugs;

                  (iv) the Executive's willful failure or refusal to perform
                  according to or follow the lawful written policies and
                  directives of the Board of Directors (which shall be
                  consistent with Paragraph 3);

                  (v) the Executive's misappropriation, conversion or
                  embezzlement of the material assets of any member of the
                  Paxson Group;

                  (vi) the Executive's willful material breach of this
                  Agreement, including engaging in action in violation of
                  Paragraph 10;

                  (vii) the Executive making any representation in this
                  Agreement which is false in any material respect when made; or

                  (viii) the Executive's voluntary termination of his employment
                  without Good Reason (as defined below).

                  Except in the event of Executive's voluntary termination of
                  his employment, should the Company propose to terminate the
                  Executive's employment for Good Cause under this subparagraph
                  (b), the Company shall notify the Executive in writing of its




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                  intention to terminate his employment and the specific
                  reason(s) therefor, and the Executive, on at least ten
                  business days' notice, shall have an opportunity to respond
                  thereto in writing; and if the basis for such termination is
                  susceptible of being cured by the Executive, the Company shall
                  afford the Executive a period of at least ten additional
                  business days to effect such cure, and the Executive's
                  employment may not be terminated until such period has expired
                  and the Executive has failed to effect such cure.

                  In the event of termination for Good Cause, the Company will
                  be released from all further obligation to the Executive under
                  this Agreement, except for (i) the payment of such Base Salary
                  as may have been earned but not paid prior to termination,
                  (ii) Executive's right to exercise any vested stock Options,
                  pursuant to his Stock Option Agreement, and (iii) any accrued
                  benefits under the Company's employee benefit plans in
                  accordance with the terms of those plans.

         (c)      GOOD REASON. Upon the date specified in a written notice from
                  the Executive terminating his employment for "Good Reason",
                  consistent with the provisions of this subparagraph (c). For
                  purposes of this subparagraph (c), "Good Reason" shall mean
                  that the Company has breached any of the material terms,
                  conditions and provisions of this Agreement. In such case, the
                  Executive shall notify the Company in writing of his intention
                  to terminate his employment and the specific reason(s)
                  therefor, and the Company, on at least ten business days'
                  notice, shall have an opportunity to respond thereto in
                  writing; and if the basis for such termination is susceptible
                  of being cured by the Company, the Executive shall afford the
                  Company a period of at least ten additional business days to
                  effect such cure, and the Executive may not terminate his
                  employment until such period has expired and the Company has
                  failed to effect such cure. In the event of such termination
                  for Good Reason, the Company shall (w) continue to pay the
                  Executive the Base Salary, including annual increases therein,
                  for the remainder of the original Term of Employment, or the
                  remainder of any one year renewal thereof, if termination
                  occurs during such renewal period, payable in accordance with
                  the Company's normal payroll practices during such period, (x)
                  pay the Executive any bonus earned but not paid as of the date
                  of termination, (y) pay the Executive any other bonus the
                  Executive would have earned under subparagraph 4(b) had he
                  remained actively employed through the original Term of
                  Employment or the balance of any one year renewal thereof, if
                  termination occurs during such renewal period (subject to the
                  Company's satisfaction of the benchmarks for the relevant
                  calendar years), and (z) provide continued coverage under any
                  Company employee benefit plans in which the Executive
                  participates as of the date of termination (on the same terms
                  and conditions then in effect) through the original Term of
                  Employment or the balance of any one year renewal thereof, if
                  termination occurs during such renewal period, and, except as
                  expressly provided in Paragraph 4(c) above, the Options shall
                  vest as provided in Paragraph 4(c) as though Executive's
                  employment had not been terminated.



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         (d)      OTHER THAN GOOD CAUSE. Upon the date specified in a written
                  notice from the Board of Directors terminating the Executive's
                  employment for any reason other than Good Cause, death or
                  Disability (as defined in Paragraph 8(e) below), or in the
                  event no date is specified in the notice, upon the date on
                  which the notice is delivered to the Executive. In the event
                  of the termination of the Executive's employment pursuant to
                  this subsection (d), the Company shall (w) continue to pay the
                  Executive the Base Salary, including annual increases therein,
                  for the remainder of the original Term of Employment or the
                  remainder of any one year renewal thereof, if termination
                  occurs during such renewal period (payable in accordance with
                  the Company's normal payroll practices during such period),
                  (x) pay the Executive any bonus earned but not paid as of the
                  date of termination, (y) pay the Executive any other bonus the
                  Executive would have earned under subparagraph 4(b) had he
                  remained actively employed through the original Term of
                  Employment or the remainder of any one year renewal thereof,
                  if termination occurs during such renewal period (subject to
                  the Company's satisfaction of the benchmarks for the relevant
                  calendar years), and (z) provide continued coverage under any
                  Company employee benefit plans in which the Executive
                  participates as of such date of termination (on the same terms
                  and conditions then in effect) through the original Term of
                  Employment or the remainder of any one year renewal thereof,
                  if termination occurs during such renewal period, and, except
                  as expressly provided in Paragraph 4(c) above, the Options
                  shall vest as provided in Paragraph 4(c) as though Executive's
                  employment had not been terminated.

         (e)      DISABILITY. Upon the date specified in a written notice from
                  the Board of Directors terminating the Executive's employment
                  for "Disability." For purposes of this Agreement, the term
                  "Disability" shall mean that, due to illness or injury, the
                  Executive is unable to perform and exercise the essential
                  functions required of him under this Agreement, for either (i)
                  four consecutive months or longer, or (ii) a total of four
                  months or longer in any twelve month period. The Compensation
                  Committee shall determine whether the Executive has a
                  Disability based on written physician reports provided to the
                  Compensation Committee under the following procedures. The
                  Compensation Committee and the Executive shall each choose a
                  physician to supply a report regarding whether the Executive
                  should be deemed to have a Disability under the terms of this
                  subparagraph 8(e). If the reports of these two physicians
                  reach contrary conclusions regarding whether the Executive
                  should be deemed to have a Disability, the two physicians
                  shall select a third physician to prepare and provide to the
                  Compensation Committee another report regarding whether the
                  Executive should be deemed to have Disability under the terms
                  of this subparagraph 8(e). The Executive shall cooperate fully
                  with each such physician preparing a report to the
                  Compensation Committee under the terms of this subparagraph
                  8(e) by, among other things, executing any necessary releases
                  to grant such physician access to any and all of Executive's
                  medical records reasonably deemed by such physician to be
                  relevant to such determination, authorizing or requiring
                  physicians and any other health care professionals who have
                  treated or dealt with Executive to consult with such physician
                  regarding any matter reasonably deemed by such physician to be
                  relevant to such determination and submitting to such physical
                  or mental examinations or testing as may be reasonably deemed
                  by such physician to be relevant to such determination. The
                  Parties acknowledge and agree that any determination by the
                  Compensation Committee that the Executive has a Disability,
                  which is used as a basis for termination of the Executive's
                  employment pursuant to this Paragraph 8(e), shall be subject
                  to the arbitration provisions of Paragraph 12 below. In the


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                  event of the termination of the Executive's employment by
                  reason of Executive's Disability, the Company shall (x)
                  continue to pay the Executive the Base Salary, including
                  annual increases therein, for the remainder of the original
                  Term of Employment or the remainder of any one year renewal
                  thereof, if termination occurs during such renewal period
                  (payable in accordance with the Company's normal payroll
                  practices during such period), (y) pay the Executive any bonus
                  earned but not paid as of the date of termination, and (z)
                  provide continued coverage under any Company employee benefit
                  plans in which the Executive participates as of such date of
                  termination (on the same terms and conditions then in effect)
                  through the original Term of Employment or the remainder of
                  any one year renewal thereof, if termination occurs during
                  such renewal period, and the Options shall vest as provided in
                  Paragraph 4(c) above as though Executive's employment had not
                  been terminated.

         (f)      TERM. Upon the expiration of the Term of Employment. In the
                  event of the termination of the Executive's employment upon
                  the expiration of the Term of Employment, the Company shall be
                  obligated to pay the Executive a prorated portion of any bonus
                  the Executive would have earned under subparagraph 4(b) had he
                  remained actively employed through the calendar year in which
                  the Term of Employment expires, equal to the bonus otherwise
                  payable multiplied by a fraction, the numerator of which is
                  the number of days in the relevant calendar year included in
                  the Term of Employment and the denominator of which is 365
                  (subject to the Company's satisfaction of the benchmarks for
                  such calendar year which are relevant to the bonus
                  calculation), and will be released from all further obligation
                  to the Executive pursuant to this Agreement, except for such
                  compensation as may have been earned but not paid prior to
                  termination.

         Following the termination of the Term of Employment and the Executive's
         employment under this Agreement, the Company will have no further
         liability to the Executive hereunder and no further payments will be
         made to him, except (i) as provided in subparagraphs (a) through (f)
         above, (ii) to the extent that the Executive qualifies for benefits
         under any employee benefit plan available to the Executive as provided
         in Paragraph 5, and (iii) for the Executive's rights under the Stock
         Option Agreement. In the event the Executive's employment is terminated



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         for Good Reason, other than for Good Cause or for Disability, pursuant
         to subparagraphs 8(c),(d) or (e), respectively, the Executive's right
         to continue to participate in any Company employee benefit plan shall
         not be affected by the Executive's termination of employment, except
         (i) the Company may substitute for its contribution to any
         tax-qualified retirement plan on behalf of the Executive, an equivalent
         contribution to a non-qualified retirement plan, and (ii) the Company
         may terminate any welfare plan coverage to the extent the applicable
         insurance carrier refuses to continue to provide such coverage under
         the group insurance policy, in which event the Company shall have the
         option of providing the Executive with comparable coverage under
         individual insurance policies, to the extent such policies are
         available, provided that if the Executive's employment is terminated by
         the Company for other than Good Cause pursuant to Paragraph 8(d) or the
         Executive terminates his employment with the Company for Good Reason,
         the Company shall be obligated to continue to provide benefits
         comparable to such welfare plan coverage regardless of whether or not
         insurance policies are available to provide such benefits. The Company
         shall not have the right to reduce any payments the Executive is
         entitled to hereunder by any payments the Executive receives from any
         other source of employment (whether before, during or after the Term of
         Employment), and the Executive shall not have any duty to mitigate the
         damages the Company will incur in making any payments hereunder to the
         Executive following his termination of employment with the Company.
         Upon the date of the termination of the Executive's employment pursuant
         to subparagraph (c), (d) or (e) above, in consideration of (i) the
         payments to be made to the Executive pursuant to such subparagraph and
         as a condition to the payment thereof, and (ii) the Company's
         undertaking to make no derogatory or disparaging statement about the
         Executive to any unrelated (to the Paxson Group) third party, the
         Executive acknowledges that all such payments, if made in accordance
         with this Agreement, shall constitute complete satisfaction of all
         obligations owed by the Company to the Executive pursuant to this
         Agreement (other than any benefits Executive has accrued under the
         Company's employee benefit plans) and shall further constitute the
         Executive's sole remedy against the Company; the Executive agrees that
         if this provision becomes applicable he will execute a general release
         to reflect these terms.

9.       INSURANCE. If the Company desires at any time or from time to time
         during the Term of Employment to apply in its own name or otherwise,
         but at its own expense, for life, health, accident or other insurance
         covering the Executive, the Company may do so and may take out such
         insurance for any sum which the Company may deem necessary to protect
         its interests hereunder. The Executive will have no right, title or
         interest in or to such insurance, but will, nevertheless, assist the
         Company in procuring and maintaining the same by submitting from time
         to time to customary medical, physical and other examinations and
         signing such applications, statements and other instruments as may
         reasonably be required by the insurance company or companies issuing
         such policies. The Company acknowledges that the Executive has made no
         representation that he is insurable for these purposes.

10.      RESTRICTIVE COVENANTS.



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         (a)      FCC COMPLIANCE. The Executive represents that he does not
                  currently have, and warrants that during the Term of
                  Employment he will not have, or be involved with any
                  investment ownership interest or outside activity (such as a
                  board membership) which would result in either he or the
                  Company being in violation of the rules and regulations of the
                  FCC or the Communications Act of 1934, as amended.

         (b)      EXCLUSIVE SERVICES. During the Executive's employment with the
                  Company, the Executive shall not: (i) engage in any other
                  business activity that would interfere with his
                  responsibilities or the performance of his duties under this
                  Agreement; (ii) have any interest or involvement, directly or
                  indirectly, in any capacity (including as employee, director,
                  consultant, owner, lessor, manager, or lender), in any
                  business enterprise that competes with the Paxson Group or
                  that otherwise has interests in conflict with the Paxson
                  Group, including without limitation, any television broadcast,
                  cable television network, or television programming service.
                  The Executive will not, during the Term of Employment, solicit
                  offers for the Executive's services, negotiate with potential
                  employers, enter into any oral or written agreement for the
                  Executive's services, give or accept any option for the
                  Executive's services, enter into the employment of, perform
                  services for, or grant or receive future rights of any kind
                  relating to the Executive's services to or from any person or
                  entity whatsoever other than the Company.

         (c)      RESTRICTION ON COMPETITION. For a period of one year after
                  termination of the Executive's employment pursuant to this
                  Agreement (the "Restricted Period"), the Executive shall not,
                  and shall not permit any of his affiliates to, directly or
                  indirectly, (i) acquire a Material Interest in any broadcast
                  television station license or any entity owning, operating or
                  controlling one or more broadcast television stations, or (ii)
                  acquire any interest in any broadcast television station
                  license or any such entity, in conjunction with which
                  Executive or any of his affiliates controls or renders
                  services to the station owner, including service as an
                  officer, partner, consultant or employee thereof, or is
                  otherwise actively involved with the business of such station
                  owner. A "Material Interest" shall consist of the beneficial
                  ownership of 10% or more of the common equity interests
                  (including securities convertible into or exercisable for
                  common equity) of a person.

         (d)      EXCEPTIONS. None of the provisions of this Paragraph 10 shall
                  prohibit the Executive from owning a minority interest in DP
                  Media, Inc., an owner of multiple broadcast television
                  stations, or prohibit the Executive's family members and their
                  spouses from owning interests in DP Media. The Executive may
                  own up to one percent (1%) of the issued and outstanding
                  common stock of any entity whose common stock is traded on a
                  nationally recognized stock exchange, and may, with the prior
                  approval of the Board of Directors of the Company (which shall
                  not be unreasonably withheld), sit on the boards of directors
                  of other entities, and such activities shall be deemed not to

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                  be violations of the provisions of subparagraphs 10(b) and (c)
                  above.

         (e)      NONINTERFERENCE. The Executive agrees that from the date of
                  this Agreement through the first anniversary of the date the
                  Executive's employment with the Company terminates, the
                  Executive will not, directly or indirectly, whether as sole
                  proprietor, partner, lessor, venturer, stockholder, director,
                  officer, employee, consultant or in any other capacity as
                  principal or agent or through any person, subsidiary,
                  affiliate or employee acting as nominee or agent, engage or
                  participate in any of the following actions:

                 (i)      Influencing or attempting to influence any person or
                          entity who is a contracting party with any member of
                          the Paxson Group to terminate any written or oral
                          agreement with such member of the Paxson Group; or

                 (ii)     Hiring or attempting to hire for employment or as an
                          independent contractor any person who is actively
                          employed (or in the preceding six months was actively
                          employed) by any member of the Paxson Group or
                          attempting to influence any such person to terminate
                          employment with any member of the Paxson Group.

         (f)      CONFIDENTIALITY. The Executive covenants and agrees that both
                  during the Term of Employment and thereafter he will not
                  disclose to any third party or use in any way (other than in
                  connection with the performance of his duties under this
                  Agreement) any confidential information, business secrets, or
                  business opportunity of the Company or its affiliates,
                  including, without limitation, advertiser lists, rate cards,
                  programming information, programming plans, marketing,
                  advertising and promotional ideas and strategies, marketing
                  surveys and analyses, ratings reports, budgets, research, or
                  financial, purchasing, planning, employment or personnel data
                  and information. Immediately upon termination of the
                  Executive's employment with the Company for any reason, or at
                  any other time upon the Company's request, the Executive will
                  return to the Company or destroy all memoranda, notes, records
                  or other documents compiled by the Executive or made available
                  to the Executive during the Term of Employment concerning the
                  business of the Company or its affiliates, all other
                  confidential information and all personal property of the
                  Company or its affiliates, including, without limitation, all
                  files, audio or video tapes, recordings, records, documents,
                  drawings, specifications, lists, equipment, supplies,
                  promotional material, scripts, keys, phone or credit cards and
                  similar items and all copies thereof or extracts therefrom.

         (g)      ENFORCEMENT. The Executive agrees that the restrictive
                  covenants contained in this Paragraph 10 are a material part
                  of the Executive's obligations under this Agreement for which
                  the Company has agreed to compensate the Executive as provided
                  in this Agreement. The Executive agrees that the injury the
                  Company will suffer in the event of the breach by the
                  Executive of any clause of this Paragraph 10 will cause the
                  Company irreparable injury that cannot be adequately
                  compensated by monetary damages alone. Therefore, the
                  Executive agrees that the Company, without limiting any other




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                  legal or equitable remedies available to it, shall be entitled
                  to obtain equitable relief by injunction or otherwise from any
                  court of competent jurisdiction, including, without
                  limitation, injunctive relief to prevent the Executive's
                  failure to comply with the terms and conditions of Paragraph
                  10.

11.      INTANGIBLE PROPERTY. The Executive will not at any time during or after
         the Term of Employment have or claim any right, title or interest in
         any trade name, trademark, or copyright belonging to or used by any
         entity in the Paxson Group and shall not have or claim any right, title
         or interest in any material or matter of any sort prepared for or used
         in connection with the programming, advertising, broadcasting, or
         promotion of any entity of the Paxson Group, whatever the Executives'
         involvement with such matters may have been, and whether procured,
         produced, prepared, published or broadcast in whole or in part by the
         Executive, it being the intention of the Parties that the Executive
         shall, and hereby does, recognize that the Paxson Group now has and
         shall hereafter have and retain the sole and exclusive rights in any
         and all such trade names, trademarks, copyrights (all the Executive's
         work in this regard being a work for hire for the Company under the
         copyright laws of the United States), character names, material and
         matter as described above; provided that nothing in this Agreement
         shall be construed to limit the Executive from using his personal name
         in connection with any business venture or in any other manner
         whatsoever. Should the Company and its successors, assigns and
         licensees cease material use for a period of six months of the names
         and marks PAX, PAXNET and other marks currently or in the future used
         by the Company and including the letters "PAX," then the Company and
         its successors and assigns shall assign to the Executive all licenses
         with respect to such names and marks and transfer and assign to the
         Executive all of their respective right, title and interest in and to
         said names and marks, all registrations thereof and all goodwill
         associated therewith. The Executive shall cooperate fully with the
         Company during his employment and thereafter in the securing of trade
         name, patent, trademark or copyright protection or other similar rights
         in the United States and in foreign countries and shall give evidence
         and testimony and execute and deliver to the Company all papers
         reasonably requested by it in connection therewith, provided however
         that the Company shall reimburse the Executive for reasonable expenses
         related thereto.

12.      ARBITRATION. Any dispute regarding this Agreement shall be decided by
         arbitration in West Palm Beach, Florida, in accordance with the
         Expedited Arbitration Rules of the American Arbitration Association
         then obtaining unless the Parties mutually agree otherwise; and,
         provided further, that both Parties will be entitled to all rights of
         discovery in connection with such arbitration, including, without
         limitation, all discovery rights described in the Florida Rules of
         Civil Procedure. Any such arbitration shall be submitted to three
         arbitrators from the Panel of Arbitrators of the American Arbitration
         Association. The three arbitrators shall be selected in the following
         fashion: (i) the Executive and the Company each shall select an
         arbitrator from the Panel of Arbitrators of the American Arbitration
         Association; and (ii) such two arbitrators by mutual agreement shall



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<PAGE>   13


         select a third arbitrator from such Panel of Arbitrators. This
         undertaking to arbitrate shall be specifically enforceable. The
         decision rendered by the arbitrator will be final and judgment may be
         entered upon it in accordance with appropriate laws in any court having
         jurisdiction thereof. Notwithstanding the foregoing, the Company may
         seek injunctive relief in accordance with Paragraph 10 of this
         Agreement.

13.      INDEMNIFICATION. The Company shall indemnify and hold the Executive
         harmless, to the maximum extent permitted by law, against claims,
         judgments, fines, amounts paid in settlement of and reasonable expenses
         (including reasonable attorneys fees) incurred by the Executive in
         connection with the defense of any claim, action or proceeding in which
         he is a party by reason of his position with the Company, provided such
         liability does not arise as a result of the Executive's gross
         negligence. The Executive shall notify the Company promptly upon
         learning of any claim, action or proceeding for which the Executive
         intends to assert his right to indemnification under this Paragraph,
         and the Company shall have the right to control the defense of any such
         claim, action or proceeding on behalf of the Executive, including any
         decision regarding the terms (if any) of settlement of such claim,
         action or proceeding, provided that unless otherwise agreed to by the
         Executive, any such settlement shall include statements that the
         Executive does not admit any wrongdoing and the Company does not admit
         any wrongdoing on the part of the Executive. The Company shall not
         agree to any settlement of a claim, action or proceeding for which it
         is indemnifying the Executive until it first has informed and consulted
         with the Executive regarding the terms of such settlement, but the
         Company shall not need the consent of the Executive to such settlement
         (so long as the settlement complies with the immediately preceding
         sentence). The Company's indemnification of the Executive under this
         Paragraph shall indefinitely survive the termination or expiration of
         this Agreement.

14.      MISCELLANEOUS.

         (a)      WAIVER OR MODIFICATION. Any waiver by either Party of a breach
                  of any provision of this Agreement shall not operate as, or to
                  be, construed to be a waiver of any other breach of such
                  provision of this Agreement. The failure of a Party to insist
                  upon strict adherence to any term of this Agreement on one or
                  more occasions shall not be considered a waiver or deprive
                  that Party of the right thereafter to insist upon strict
                  adherence to that term or any other term of this Agreement.
                  Neither this Agreement nor any part of it may be waived,
                  changed or terminated orally, and any waiver, amendment or
                  modification must be in writing and signed by each of the
                  Parties. Any waiver of any right of the Company hereunder or
                  any amendment hereof shall require the approval of the
                  Compensation Committee of the Board of Directors. Until such
                  approval or waiver has been obtained, no such waiver or
                  amendment shall be effective.



                                       13
<PAGE>   14



         (b)     SUCCESSORS AND ASSIGNS. The rights and obligations of the
                 Company under this Agreement shall be binding on and inure to
                 the benefit of the Company, its successors and permitted
                 assigns. The rights and obligations of the Executive under this
                 Agreement shall be binding on and inure to the benefit of the
                 heirs and legal representatives of the Executive. Neither Party
                 may assign this Agreement without the prior written consent of
                 the other.

         (c)     COUNTERPARTS. This Agreement may be executed in any number of
                 counterparts, each of which shall, when executed, be deemed to
                 be an original and all of which shall be deemed to be one and
                 the same instrument.

         (d)     GOVERNING LAW. This Agreement will be governed and construed
                 and enforced in accordance with the laws of the State of
                 Florida, without regard to its conflicts of law rules.

         (e)     ENTIRE AGREEMENT. This Agreement contains the entire
                 understanding of the Parties relating to the subject matter of
                 this Agreement and supersedes all other prior written or oral
                 agreements, understandings or arrangements with respect to such
                 subject matter, including, without limitation, the employment
                 agreement between the Executive and the Company dated June 30,
                 1994. The Executive and the Company each acknowledges that, in
                 entering into this Agreement, he/it does not rely on any
                 statements or representations not contained in this Agreement.

         (f)     SEVERABILITY. Any term or provision of this Agreement which is
                 determined to be invalid or unenforceable by any court of
                 competent jurisdiction in any jurisdiction shall, as to such
                 jurisdiction, be ineffective to the extent of such invalidity
                 or unenforceability without rendering invalid or unenforceable
                 the remaining terms and provisions of this Agreement or
                 affecting the validity or enforceability of any of the terms or
                 provisions of this Agreement in any other jurisdiction and such
                 invalid or unenforceable provision shall be modified by such
                 court so that it is enforceable to the extent permitted by
                 applicable law.

         (g)      NOTICES. Except as otherwise specifically provided in this
                  Agreement, all notices and other communications required or
                  permitted to be given under this Agreement shall be in writing
                  and delivery thereof shall be deemed to have been made (i)
                  three business days following the date when such notice shall
                  have been deposited in first class mail, postage prepaid,
                  return receipt requested, to any comparable or superior postal
                  or air courier service then in effect, or (ii) transmitted by
                  hand delivery to, or (iii) transmitted by telegram, telex,
                  telecopier or facsimile transmission (with receipt confirmed
                  by telephone), to the party entitled to receive the same, at
                  the address indicated below or at such other address as such
                  party shall have specified by written notice to the other
                  party hereto given in accordance herewith:



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<PAGE>   15



        if to the Company:             Paxson Communications Corporation
                                       601 Clearwater Park Road
                                       West Palm Beach, Florida 33401-6233
                                       Attn:  Chief Executive Officer
                                       (tel) (561) 659-4122
                                       (fax) (561) 655-9424

       with a copy to:                 Paxson Communications Corporation
                                       601 Clearwater Park Road
                                       West Palm Beach, Florida 33401
                                       Attn:  General Counsel
                                       (tel) (561) 659-4122
                                       (fax) (561) 655-4754

       if to the Executive:            Lowell W. Paxson
                                       780 S. Ocean Boulevard
                                       Palm Beach, Florida 33480
                                       (tel) (561) 659-4122
                                       (fax) (561) 655-9424

         (h)     TITLES. The titles and headings of any paragraphs in this
                 Agreement are for reference only and shall not be used in
                 construing the terms of this Agreement.

         (i)     NO THIRD PARTY BENEFICIARIES. This Agreement does not create,
                 and shall not be construed as creating, any rights enforceable
                 by any person not a party to this Agreement.

         (j)     SURVIVAL. The covenants, agreements, representations and
                 warranties contained in this Agreement shall survive the
                 termination of the Term of Employment and the Executive's
                 termination of employment with the Company for any reason.



                                       15
<PAGE>   16



         IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties as of the first date written above.

                                     LOWELL W. PAXSON
                                     --------------------------------
                                     PAXSON COMMUNICATIONS CORPORATION

BY: /s/ JEFFREY SAGANSKY
    -------------------------------
    Jeffrey Sagansky
    President and CEO



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