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                                                                   Exhibit 10.64
                                                                  Execution Copy

                                OPTION AGREEMENT

                                      AMONG

                           MISSION BROADCASTING, INC.,

                                   DAVID SMITH

                                       and

                     NEXSTAR BROADCASTING OF ABILENE, L.L.C.

                                   DATED AS OF

                                  June 13, 2003

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                                TABLE OF CONTENTS
                                -----------------

ARTICLE I GRANT OF OPTION; GENERAL TERMS OF SALE...............................1
     1.1    Option Grant; Assets Covered.......................................1
     1.2    Excluded Assets....................................................3
     1.3    Option Exercise....................................................4
     1.4    Liabilities........................................................4

ARTICLE II CLOSING.............................................................5
     2.1    Exercise Price.....................................................5
     2.2    The Closing........................................................5
     2.3    Deliveries at Closing..............................................6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER...........................7
     3.1    Incorporation; Power...............................................7
     3.2    Corporate Action...................................................7
     3.3    No Defaults........................................................7
     3.4    Brokers............................................................8

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT............................8
     4.1    Capacity...........................................................8
     4.2    Action.............................................................8
     4.3    No Defaults........................................................8
     4.4    Brokers............................................................8

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER..............................8
     5.1    Incorporation......................................................8
     5.2    Action.............................................................9
     5.3    No Defaults........................................................9
     5.4    Brokers............................................................9

ARTICLE VI COVENANTS OF SELLER AND PARENT......................................9
     6.1    Covenants of Seller and Parent Generally...........................9
     6.2    Covenants of Seller and Parent during the Exercise Period.........11

ARTICLE VII COVENANTS OF BUYER................................................12
     7.1    Covenants of Buyer Generally......................................12
     7.2    Covenants of Buyer during Exercise Period.........................12

ARTICLE VIII CONDITIONS TO SELLER'S OBLIGATIONS ON THE CLOSING DATE...........12
     8.1    Representations, Warranties, Covenants............................12
     8.2    Proceedings.......................................................13
     8.3    FCC Authorization.................................................13
     8.4    Hart-Scott-Rodino.................................................13
     8.5    Other Instruments.................................................13

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ARTICLE IX REMEDIES...........................................................13
     9.1    Bulk Sales Indemnity..............................................13
     9.2    Acknowledgment by Buyer...........................................13

ARTICLE X TERMINATION/MISCELLANEOUS...........................................14
     10.1   Termination of Agreement Prior to the Closing Date................14
     10.2   Remedies..........................................................14
     10.3   Expenses..........................................................15
     10.4   Assignments; Exercise in Part.....................................15
     10.5   Further Assurances................................................15
     10.6   Notices...........................................................15
     10.7   Captions..........................................................16
     10.8   Law Governing.....................................................16
     10.9   Waiver of Provisions..............................................16
     10.10  Counterparts......................................................17
     10.11  Entire Agreement/Amendments.......................................17
     10.12  Access to Books and Records.......................................17
     10.13  Public Announcements..............................................17
     10.14  Definitional Provisions...........................................18
     10.15  Arbitration.......................................................18

                                       ii

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                                OPTION AGREEMENT
                                ----------------

           THIS OPTION AGREEMENT is dated as of June 13, 2003, and is entered
into among Mission Broadcasting, Inc. ("Seller"), David Smith ("Parent"), and
Nexstar Broadcasting of Abilene, L.L.C. ("Buyer"). Other capitalized terms are
defined in the Appendix to this Agreement.

                                    RECITALS
                                    --------

           WHEREAS, Seller has entered into a Local Marketing Agreement and an
Asset Purchase Agreement pursuant to which it currently provides programming to,
and will eventually purchase, broadcast television stations KRBC-TV, Abilene,
Texas, and KACB-TV, San Angelo, Texas (the "Stations");

           WHEREAS, Parent is the sole stockholder of Seller; and

           WHEREAS, Seller has agreed to grant to Buyer an option to acquire the
Station Assets described in more detail below, all on the terms described below
and consistent with the rules and regulations of the FCC;

           NOW, THEREFORE, in consideration of the foregoing and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

                                    ARTICLE I
                                GRANT OF OPTION;
                              GENERAL TERMS OF SALE
                              ---------------------

     1.1   Option Grant; Assets Covered. Seller hereby grants to Buyer, and
Buyer hereby accepts Seller's grant of, an option (the "Option") to acquire the
Station Assets, upon the terms and conditions set forth in this Agreement. This
Option is granted in return for, among other consideration, the payment by Buyer
to Seller of $1.00 and Buyer's guarantee of Seller's debt. Upon and subject to
the terms and conditions stated in this Agreement, on the Closing Date, Seller,
as its interests may appear, shall convey, transfer, and deliver to Buyer, and
Buyer shall acquire from Seller, all of Seller's rights in, to and under the
assets and properties of Seller, real and personal, tangible and intangible, of
every kind and description which are used or useful in connection with the
business and operations of the Station, as a going concern, including, without
limitation, rights under contracts and leases, real and personal property, plant
and equipment, inventories, intangibles, licenses and goodwill, but excluding
all such assets and properties which constitute Excluded Assets. The rights,
assets, property, and business of Seller with respect to the Stations to be
transferred to Buyer pursuant to this Section 1.1 in connection with the
exercise of the Option are referred to as the "Station Assets," and the purchase
and sale of the Station Assets pursuant to this Agreement in connection with the
exercise of the Option is referred to as the "Sale." Subject to Section 1.2, the
Station Assets include, without limitation, Seller's rights in, to and under the
following, in each case if and to the extent in existence and held by Seller
immediately prior to the Closing:

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           (a)  FCC Authorizations. All licenses, construction permits and
authorizations issued by the FCC to Seller with respect to the Stations (the
"FCC Authorizations"), and all applications therefor, together with any
renewals, extensions, or modifications thereof and additions thereto.

           (b)  Tangible Personal Property. All equipment, vehicles, furniture,
fixtures, transmitting towers, antennas, transmitters, satellite earth stations,
office materials and supplies, spare parts and other tangible personal property
of every kind and description used in connection with the business and
operations of the Stations.

           (c)  Real Property. All real property interests held by Seller and
all buildings, structures, towers, and improvements thereon used in the business
and operations of the Stations, and all other rights under any Contracts
relating to real property (the "Realty Contracts"); provided that, in the event
of destruction of or damage to any such real property interest, any improvement
thereon or any property described in Section 1.1(b) which is not repaired or
restored prior to the Closing Date, then at the Closing Seller shall assign to
Buyer all of Seller's interest, if any, in the proceeds (the "Proceeds") of any
insurance covering such damage or destruction.

           (d)  Agreements for Sale of Time. All orders, agreements and other
Contracts for the sale of advertising time (including Trades) on the Stations
(collectively, the "Time Sales Contracts"), to the extent unperformed as of the
Closing Date.

           (e)  Program Contracts. All program licenses and other Contracts
under which Seller is authorized to broadcast film product or programs on the
Stations (collectively, the "Program Contracts").

           (f)  Other Contracts. All affiliation agreements and other Contracts
relating to the Stations to which Seller is a party with respect to the Stations
(other than any Contract described in Section 1.1(c), 1.1(d) or 1.1(e) hereof)
(collectively, the "Other Assumed Contracts").

           (g)  Trademarks, etc. All trademarks, service marks, trade names,
jingles, slogans, logotypes, the goodwill associated with the foregoing, and
patents, owned and used by Seller in connection with the business and operations
of the Stations, including, without limitation, all Seller's rights to use the
call letters "KRBC" and "KACB" and any related or other call letters, names and
phrases used in connection with the Stations.

           (h)  Programming Copyrights. All program and programming materials
and  elements  of  whatever  form or nature  owned by Seller and used  solely in
connection with the business and operations of the Stations, whether recorded on
tape or any other  substance  or  intended  for live  performance,  and  whether
completed or in production,  and all related common law and statutory copyrights
owned by or  licensed to Seller and used in  connection  with the  business  and
operations of the Stations.

           (i)  FCC Records. Subject to Section 10.12, all FCC logs and other
compliance records of Seller that relate to the operations of the Stations.

                                       2

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           (j)  Files and Records. Subject to Section 10.12, all files and other
records of Seller relating to the business and operations of the Stations prior
to the Closing Date, including, without limitation, all books, records,
accounts, checks, payment records, tax records (including, without limitation,
payroll, unemployment, real estate, and other tax records), and other such
similar books and records of Seller, for five (5) fiscal years immediately
preceding the Closing Date (collectively, the "Seller's Recent Station
Records").

           (k)  Goodwill. All of Seller's goodwill in, and going concern value
of, the Stations.

           (l)  Prepaid Items. All prepaid expenses relating to the Stations.

           (m)  Cash. All cash, cash equivalents, and cash items of any kind
whatsoever, certificates of deposit, money market instruments, bank balances,
and rights in and to bank accounts, marketable and other securities held by
Seller.

           (n)  Receivables and Other Claims. All notes and accounts receivable
and other receivables of Seller relating to or arising out of the operation of
the Stations prior to the Closing, all security, insurance, and similar
deposits, and all other claims of Seller with respect to transactions or other
conduct of the business of the Stations prior to the Closing, including, without
limitation, claims for tax refunds and claims of Seller under all Contracts with
respect to events for the period prior to the Closing.

     1.2   Excluded Assets. There shall be excluded from the Station Assets and,
to the extent in existence on the Closing Date, retained by Seller, the
following assets (the "Excluded Assets"):

           (a)  Insurance. Subject to Section 1.1(c), all contracts of insurance
and all insurance plans and the assets thereof, together with all rights and
claims thereunder.

           (b)  Name. All of Seller's rights to use the name "Mission
Broadcasting," any variation thereof, or any related logo, name or phrase.

           (c)  Certain Contracts. All Realty Contracts, Time Sales Contracts,
Program Contracts and Other Assumed Contracts which expire and are not renewed,
or which otherwise terminate, on or prior to the Closing Date.

           (d)  Corporate Books and Records. Subject to Section 10.12, all
account books of original entry other than duplicate copies of such files and
records, if any, that are maintained at any executive office of Seller or the
offices of Seller's direct or indirect equity owners, and all materials of
Seller which constitute attorney work product or contain information which is
protected by attorney-client privilege, wherever located, relating to matters at
or prior to the Closing; provided that Seller will provide Buyer access to such
work product or privileged information to the extent necessary for Buyer to
defend any claim brought against Buyer by a Person which is not, or is not an
Affiliate of, a party to this Agreement.

           (e)  Transaction Documents. All rights of Seller, or any successor to
Seller, pursuant to any Transaction Document.

                                       3

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     1.3   Option Exercise. Each exercise of the Option will be permitted solely
in accordance in all respects with the Communications Act and all applicable
rules, regulations and policies of the FCC. In order to exercise the Option,
Buyer must deliver to Seller (prior to the Option Expiration Date) written
notice (an "Exercise Notice") of Buyer's intention to do so. Buyer may withdraw
any Exercise Notice prior to the Closing by written notice to that effect to
Seller. No such withdrawal (and no withdrawal of any subsequent Exercise Notice)
will affect Buyer's right subsequently to exercise the Option by delivering to
Seller (prior to the Option Expiration Date) one or more other Exercise Notices,
subject in all events to compliance with the Communications Act and all
applicable rules, regulations and policies of the FCC. Upon the withdrawal of
any Exercise Notice, Buyer shall reimburse Seller for all reasonable
out-of-pocket expenses (including reasonable attorneys' fees) incurred by Seller
in connection with its compliance with Section 6.2 with respect to such Exercise
Notice.

     1.4   Liabilities.

           (a)  Permitted Encumbrances. At the Closing, after the application of
the Cash Purchase Price as may be required to repay the Existing Station
Indebtedness, the Station Assets shall be sold and conveyed to Buyer free and
clear of all Liens (including all Liens which secure the repayment of Existing
Station Indebtedness), other than (i) Liens for current taxes in respect of the
Stations and the Stations' Assets and other amounts which are not then due and
payable and which arise by operation of law, (ii) Liens on the Stations' Assets
which are in existence on the date of this Agreement and which do not secure
indebtedness or borrowed money, (iii) Liens on the Stations' assets arising by
operation of law or in the ordinary course of Seller's business after the date
of this Agreement and not securing indebtedness for borrowed money, and (iv)
Liens on the Stations' Assets which, in the aggregate, would not be expected to
have a material effect on the Stations' Assets after the Sale.

           (b)  Assumption of Liabilities Generally. The "Assumed Liabilities"
will be all liabilities and obligations of Seller or Parent relating to the
operation of the Stations or the ownership or operation of the Stations Assets,
in each case as of the Closing Date, whether contingent or absolute, known or
unknown, accrued or not accrued, or matured or unmatured, including all
liabilities and obligations pursuant to any Realty Contract, Time Sales
Contract, Program Contract or Other Assumed Contract (collectively, the "Assumed
Contracts") in effect on the Closing Date. On the Closing Date, Buyer will
assume and agree to pay, satisfy, perform and discharge all Assumed Liabilities.
From and after the Closing, Buyer will discharge and reimburse and hold harmless
Seller against, and Seller will not be responsible or otherwise liable for, any
Assumed Liability. Without limiting the foregoing, except as otherwise provided
in this Agreement, the "Assumed Liabilities" will not include, and on the
Closing Date Buyer shall not assume or thereafter be liable for, any liability
or obligation of Seller relating to any Existing Station Indebtedness (it being
understood that all Existing Station Indebtedness will be satisfied prior to, or
contemporaneously with, the consummation of the Sale). The revenues, expenses
and liabilities of Seller or attributable to the Stations and the Stations'
Assets will not be prorated between Buyer and Seller in connection with the
Sale.

                                       4

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                                   ARTICLE II
                                    CLOSING
                                    -------

     2.1   Exercise Price.

           (a)  Payment. In consideration of the transfer and delivery of the
Station Assets to Buyer at the Closing, (i) Buyer will pay to Seller an amount
which is equal to the Cash Purchase Price, and (ii) Buyer will assume the
Assumed Liabilities. The Cash Purchase Price shall be paid by Buyer to Seller on
the Closing Date by wire transfer of immediately available funds to such bank
account(s) as Seller may designate on or prior to the Closing Date.

           (b)  Definition of Cash Purchase Price. The "Cash Purchase Price"
shall be an amount equal to the greater of:

           (1)  (x) the product of seven (7) and the amount of the cash flow
                generated by the Stations during the twelve (12) months
                completed prior to the date upon which the Exercise Notice is
                given, reduced by (y) without duplication the amount of the
                Existing Station Indebtedness as of the date of the Closing and
                any amount owing as of the date of the Closing by Seller to
                Buyer or any of its affiliates; and

           (2)  the sum, without duplication, of the amount of the Existing
                Station Indebtedness as of the date of the Closing and any
                amount owing as of the date of the Closing by Seller to Buyer or
                any of its affiliates.

           (c)  Determination of Cash Purchase Price; Non-Termination. For
purposes of determining the Cash Purchase Price, the amount of the cash flow
referred to in clause (b)(1)(x) above will be determined in accordance with
generally accepted accounting principles, applied on a basis that is consistent
with the application of those principles by the parties as of the date of this
Agreement. Each of Buyer, Seller and Parent will use reasonable efforts to
assist in the determination of the Cash Purchase Price. Notwithstanding Section
10.1(a) of this Agreement, neither Seller nor Parent may terminate this
Agreement at any time at which an Exercise Notice has been given (and not
withdrawn) and the amount of the Cash Purchase Price has not been determined, or
during the twenty business days after any such determination.

           (d)  Allocation of Cash Purchase Price after Sale. Buyer and Seller
will allocate the Cash Purchase Price among the Station Assets in accordance
with a report of such allocation prepared in good faith by Buyer based upon the
valuation report of an independent appraiser retained by Buyer and in accordance
with all applicable provisions of the Internal Revenue Code of 1986, as in
effect from time to time. Buyer will submit such reports of Buyer and such
independent appraiser to Seller prior to the Closing of the Sale. Buyer and
Seller agree to file (at such times and in such manner as may be required by
applicable Legal Requirements) all relevant returns and reports (including,
without limitation, Forms 8594, Asset Acquisition Statements, and all income and
other tax returns) on the basis of such allocations.

     2.2   The Closing. Subject to Section 10.1, the closing of the Sale, and
the assumption of the Assumed Liabilities (the "Assumption"), and the
consummation of all related transactions to be consummated contemporaneously
therewith pursuant to this Agreement (the "Closing"),

                                       5

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shall be held after the satisfaction or Seller's waiver in writing of each of
the conditions set forth in Article VIII and at the time and location and on the
date specified by Buyer in writing to Seller delivered not less than fifteen
business days prior to such date, or at such other place and/or at such other
time and day as Seller and Buyer may agree in writing.

     2.3   Deliveries at Closing. All actions at the Closing shall be deemed to
occur simultaneously, and no document or payment to be delivered or made at the
Closing shall be deemed to be delivered or made until all such documents and
payments are delivered or made to the reasonable satisfaction of Buyer, Seller
and their respective counsel.

           (a)  Deliveries by Seller. At the Closing, Seller shall deliver to
Buyer such instruments of conveyance and other customary documentation as shall
in form and substance be reasonably satisfactory to Buyer and its counsel in
order to effect the Sale, including, without limitation, the following:

           (1)  one or more bills of sale or other instruments (including
                assignments of FCC Authorizations, call letters, service marks,
                leases and other contracts) conveying the Station Assets;

           (2)  any releases of Liens that are necessary in order to transfer
                the Station Assets in the manner contemplated by Section 1.4(a);

           (3)  a certified copy of the resolutions or proceedings of Seller's
                board of directors and stockholders (or similar Persons)
                authorizing Seller's consummation of the Sale;

           (4)  a certificate as to the existence and/or good standing of Seller
                issued by the Secretary of State of each state under the laws of
                which Seller is incorporated, organized, formed or authorized to
                do business, in each case dated on or after the fifth Business
                Day prior to the Closing Date, certifying as to the good
                standing and/or qualification of Seller in such jurisdiction;

           (5)  a receipt for the Cash Purchase Price;

           (6)  all Consents received by Seller through the Closing Date;

           (7)  a certificate of Seller to the effect that, except as set forth
                in such certificate, each of the representations and warranties
                of Seller contained in this Agreement is true and accurate in
                all material respects (except to the extent changes are
                permitted or contemplated pursuant to this Agreement) as if made
                on and as of the Closing Date; and

           (8)  such other documents as Buyer may reasonably request.

           (b)  Deliveries by Buyer. At the Closing, Buyer shall deliver to
Seller the Cash Purchase Price as provided in Section 2.1 and such instruments
of assumption and other customary documentation as shall in form and substance
be reasonably satisfactory to Seller and

                                       6

<PAGE>

its counsel in order to effect the Sale and the Assumption, including, without
limitation, the following:

           (1)  a certificate of Buyer dated the Closing Date to the effect that
                the conditions set forth in Article VIII have been fulfilled;

           (2)  if Buyer is not a natural person, then a certified copy of the
                resolutions or proceedings of Buyer authorizing the consummation
                of the Sale and the Assumption;

           (3)  if Buyer is not a natural person, then a certificate issued by
                the Secretary of State of the state under the laws of which
                Buyer is incorporated, organized or formed (and in any event, if
                qualification of Buyer to conduct business in the State of Texas
                is required in order for Buyer to hold the Station Assets after
                the Sale, then of the Secretary of the State of Texas), in each
                case dated on or after the fifth Business Day prior to the
                Closing Date, certifying as to the organization and/or
                qualification of Buyer in each such jurisdiction; and

           (4)  such other documents as Seller may reasonably request.

                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

     Seller represents and warrants to Buyer as follows:

     3.1   Incorporation; Power. Seller is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware and in
good standing under the laws of the State of Texas. Seller has the corporate
power to enter into and consummate the transactions contemplated by this
Agreement. Parent is the beneficial and record owner of all of the issued and
outstanding capital stock of Seller, and there are not outstanding any Equity
Securities of Seller (other than its capital stock of which Parent is the
beneficial and record owner).

     3.2   Corporate Action. All actions necessary to be taken by or on the part
of Seller in connection with the execution and delivery of this Agreement and
the consummation of transactions contemplated hereby to be consummated and
presently necessary to make the same effective have been duly and validly taken.
This Agreement has been duly and validly authorized, executed, and delivered by
Seller and constitutes a valid and binding agreement, enforceable against Seller
in accordance with and subject to its terms.

     3.3   No Defaults. On the Closing Date (after giving effect to all Consents
which have been obtained), neither the execution and delivery by Seller of this
Agreement, nor the consummation by Seller of the transactions contemplated by
this Agreement to be consummated on or prior to the Closing Date, will
constitute, or, with the giving of notice or the passage of time or both, would
constitute, a material violation of or would conflict in any material respect
with or result in any material breach of or any material default under, any of
the terms, conditions, or provisions of any Legal Requirement to which Seller is
subject, or of Seller's

                                       7

<PAGE>

certificate of incorporation or by-laws or similar organizational documents, or
of any material contract, agreement, or instrument to which Seller is a party or
by which Seller is bound.

     3.4   Brokers. There is no broker or finder or other Person who would have
any valid claim against Seller for a commission or brokerage fee in connection
with this Agreement or the transactions contemplated hereby as a result of any
agreement or understanding of or action taken by Seller or any Affiliate of
Seller.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF PARENT
                    ----------------------------------------

     Parent represents and warrants to Buyer as follows:

     4.1   Capacity. Parent has the legal capacity to enter into and consummate
the transactions contemplated by this Agreement.

     4.2   Action. All actions necessary to be taken by or on the part of Parent
in connection with the execution and delivery of this Agreement and the
consummation of transactions contemplated hereby to be consummated and presently
necessary to make the same effective have been duly and validly taken. This
Agreement has been duly executed and delivered by Parent, and constitutes a
valid and binding agreement that is enforceable against Parent in accordance
with and subject to its terms.

     4.3   No Defaults. On the Closing Date (after giving effect to all Consents
which have been obtained), neither the execution and delivery by Parent of this
Agreement, nor the consummation by Parent of the transactions contemplated by
this Agreement to be consummated on or prior to the Closing Date, will
constitute, or, with the giving of notice or the passage of time or both, would
constitute, a material violation of or would conflict in any material respect
with or result in any material breach of or any material default under, any of
the terms, conditions, or provisions of any Legal Requirement to which Parent is
subject, or of any material contract, agreement, or instrument to which Parent
is a party or by which Parent is bound.

     4.4   Brokers. There is no broker or finder or other Person who would have
any valid claim against Seller or Parent for a commission or brokerage fee in
connection with this Agreement or the transactions contemplated hereby as a
result of any agreement or understanding of or action taken by Seller or Parent
or any Affiliate of Seller or Parent.

                                   ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

     Buyer represents and warrants to Seller and Parent as follows:

     5.1   Incorporation. If Buyer is not a natural person, then Buyer is a
corporation, partnership, limited liability company or other entity duly
organized or constituted, validly existing, and in good standing under the laws
of the state under whose laws Buyer is purported to have been organized or
constituted, and Buyer has the corporate or other power (or, if Buyer is a
natural person, then Buyer has the legal capacity) to enter into and consummate
the transactions contemplated by this Agreement.

                                       8

<PAGE>

     5.2   Action. All actions necessary to be taken by or on the part of Buyer
in connection with the execution and delivery of this Agreement and the
consummation of transactions contemplated hereby to be consummated and presently
necessary to make the same effective have been duly and validly taken. This
Agreement has been duly and validly authorized (if Buyer is not a natural
person), executed and delivered by Buyer and constitutes a valid and binding
agreement, enforceable against Buyer in accordance with and subject to its
terms.

     5.3   No Defaults. On the Closing Date (after giving effect to all
approvals and consents which have been obtained), neither the execution and
delivery by Buyer of this Agreement, nor the consummation by Buyer of the
transactions contemplated by this Agreement to be consummated on or prior to the
Closing Date, will constitute, or, with the giving of notice or the passage of
time or both, would constitute, a material violation of or would conflict in any
material respect with or result in any material breach of or any material
default under, any of the terms, conditions, or provisions of any Legal
Requirement to which Buyer is subject, or of Buyer's certificate of
incorporation or by-laws or similar organizational documents, if any, or of any
material contract, agreement, or instrument to which Buyer is a party or by
which Buyer is bound.

     5.4   Brokers. There is no broker or finder or other Person who would have
any valid claim against Seller for a commission or brokerage fee in connection
with this Agreement or the transactions contemplated hereby as a result of any
agreement or understanding of or action taken by Buyer or any Affiliate of
Buyer.

                                   ARTICLE VI
                         COVENANTS OF SELLER AND PARENT
                         ------------------------------

     6.1   Covenants of Seller and Parent Generally. Seller and Parent covenant
and agree, from the date of this Agreement until the Closing, except as Buyer
may otherwise consent, to act or refrain from acting as follows:

           (a)  FCC Authorizations and Other Matters. Seller will promptly
execute any necessary applications for renewal of FCC Authorizations necessary
for the operation of the Stations as presently conducted and will use reasonable
efforts to cooperate with Buyer in any other respect in which Buyer may
reasonably request in order to enhance, protect, preserve or maintain the
Station Assets and/or the business and operation of the Stations.

           (b)  Restrictions. Seller will not (to the extent the following
restrictions are permitted by the FCC and all other applicable Legal
Requirements), and Parent will not cause or permit Seller to:

           (1)  other than in the ordinary course of business, sell, lease (as
                lessor), transfer, or agree to sell, lease (as lessor), or
                transfer any material Station Assets (other than in the ordinary
                course of its business) without replacement thereof with
                functionally equivalent or superior assets;

           (2)  enter into any amendment or other modification of any agreement,
                instrument or other document governing or relating to Existing
                Station Indebtedness;

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           (3)  apply to the FCC for any construction permit that would
                materially restrict the Station's present operations or make any
                material adverse change in the buildings or leasehold
                improvements owned by Seller;

           (4)  incur, or suffer or permit to exist, any Lien on any Station
                Asset(s) such that, after any application of the Cash Purchase
                Price that may be necessary at the time of the Closing to repay
                Existing Station Indebtedness, the Station Assets could not be
                conveyed as described in Section 1.4(a).

           (c)  Reports; Access to Facilities, Files, and Records. From time to
time, at the request of Buyer, Seller and Parent shall give or cause to be given
to the officers, employees, accountants, counsel, and representatives of Buyer:

           (1)  access, upon reasonable prior notice, during normal business
                hours, to all facilities, property, accounts, books, deeds,
                title papers, insurance policies, licenses, agreements,
                contracts, commitments, records, equipment, machinery, fixtures,
                furniture, vehicles, accounts payable and receivable, and
                inventories of Seller related to the Stations, and

           (2)  all such other information in Seller's or Parent's possession
                concerning the affairs of the Stations as Buyer may reasonably
                request,

provided that the foregoing does not disrupt or interfere with the business and
operations of Seller or Parent or the Stations.

           (d)  Notice of Proceedings. Each of Seller and Parent will promptly
notify Buyer in writing upon becoming aware of any order or decree or any
complaint praying for an order or decree restraining or enjoining the
consummation of the Sale, or upon receiving any notice from any governmental
department, court, agency, or commission of its intention to institute an
investigation into or institute a suit or proceeding to restrain or enjoin the
consummation of the Sale, or to nullify or render ineffective this Agreement (or
the Sale, if consummated).

           (e)  Notice of Certain Developments. Each of Seller and Parent shall
give prompt written notice to Buyer, promptly after it or becomes aware of the
same, (1) if the Station Assets shall have suffered damage on account of fire,
explosion, or other cause of any nature which is sufficient to prevent operation
of the Stations in any material respect for more than ten (10) consecutive days,
or (2) if the regular broadcast transmission of the Stations in the normal and
usual manner in which it heretofore has been operating is interrupted in a
material manner for a period of more than ten (10) consecutive days.

           (f)  Issuance or other Transfer of Stock or Equivalents. Seller will
not issue any shares of its capital stock or any Equity Security of Seller, and
Parent will not sell or otherwise transfer or dispose of any Equity Security of
Seller, to any Person, unless (i) such Person is a party to this Agreement or
thereupon becomes a party to this Agreement with respect to all Equity
Securities of Seller that such Person holds by executing and delivering to Buyer
a counterpart of this Agreement by which such Person agrees to be treated as an
additional

                                       10

<PAGE>

"Parent" hereunder and (ii) each applicable representation or warranty set forth
in Article IV is true and correct in all respects with respect to such Person.
The execution of any such counterpart of this Agreement by any such Person will
be deemed to constitute a representation and warranty of such Person to the
effect that all applicable representations and warranties set forth in Article
IV are true and correct with respect to such Person in all respects; provided
that this Section 6.1(f) shall not apply to any transfer or disposal of Equity
Securities of Seller pursuant to any pledge agreement entered into by Seller or
Parent to secure any Existing Station Indebtedness (a "Pledge Agreement").

           (g)  No Premature Assumption of Control. Nothing contained in this
Section 6.1 shall give Buyer any right to control the programming, operations,
or any other matter relating to the Stations prior to the Closing Date, and
Seller shall have complete control of the programming, operations, and all other
matters relating to the Stations up to the time of the Closing.

     6.2   Covenants of Seller and Parent during the Exercise Period. Each of
Seller and Parent covenants and agrees that, after its receipt of each and every
Exercise Notice and until either the Closing occurs or such Exercise Notice is
withdrawn pursuant to Section 1.3:

           (a)  Application for Commission Consent. As promptly as practicable,
Seller will complete the seller's or transferor's portion of all necessary
applications to the FCC requesting the Required FCC Consents (if any), and upon
receipt of Buyer's portion of such applications, will promptly file such
applications with the FCC jointly with Buyer. Seller will diligently take or
cooperate in the taking of all reasonable steps that are necessary, proper, or
desirable to expedite the preparation of such applications (including withdrawal
and/or re-filing, or any amendment or supplement thereto, which Buyer may
request) and their prosecution to a final grant. Each of Seller and Parent will
promptly provide Buyer with a copy of any pleading, order, or other document
served on Seller and Parent relating to such applications.

           (b)  Consents. Seller will use reasonable efforts (without being
required to make any payment not specifically required by the terms of any
licenses, leases, and other contracts) to assist Buyer to (1) obtain or cause to
be obtained prior to the Closing Date all Consents or, in the absence of any
Consent, one or more replacement agreements which would be effective on or prior
to the Closing and would grant Buyer (after the Closing) substantially the same
benefits with respect to the Stations as Seller enjoys with respect to the
Stations immediately prior to the Closing under the replaced Contract(s), and
(2) cause each Consent or replacement agreement to become effective as of the
Closing Date (whether it is granted or entered into prior to or after the
Closing).

           (c)  Consummation of Sale. Subject to the provisions of Article VIII
and Section 10.1, each of Seller and Parent shall use reasonable efforts to
fulfill and perform all conditions and obligations on its part to be fulfilled
and performed under this Agreement and to cause the conditions set forth in
Article VIII to be fulfilled and cause the Sale and the Assumption to be
consummated.

           (d)  Hart-Scott-Rodino. As and when Buyer reasonably requests, each
of Seller and Parent  shall  prepare  and file such  documents  with the Federal
Trade Commission and

                                       11

<PAGE>

the United States Department of Justice as may be required to comply with the
Hart-Scott-Rodino Act in connection with the Sale and the Assumption, and shall
promptly furnish all materials thereafter requested by any of the regulatory
agencies having jurisdiction over such filings, in connection with the Sale and
the Assumption. Each of Seller and Parent will take all reasonable actions, and
will file and use reasonable efforts to have declared effective or approved all
such documents and notifications (when filed) with any governmental or
regulatory bodies, as may be necessary or may reasonably be requested under
federal antitrust laws for the consummation of the Sale and the Assumption.

                                  ARTICLE VII
                               COVENANTS OF BUYER
                               ------------------

     7.1   Covenants of Buyer Generally. Buyer covenants and agrees that Buyer
will promptly notify Seller in writing upon becoming aware of any order or
decree or any complaint praying for an order or decree restraining or enjoining
the consummation of the Sale or the Assumption, or upon receiving any notice
from any governmental department, court, agency, or commission of its intention
to institute an investigation into or institute a suit or proceeding to restrain
or enjoin the consummation of the Sale or the Assumption, or to nullify or
render ineffective this Agreement or the Sale or the Assumption if consummated.

     7.2   Covenants of Buyer during Exercise Period. Buyer covenants and agrees
that, after it gives any Exercise Notice and unless and until such Exercise
Notice is withdrawn pursuant to Section 1.3, Buyer will use reasonable efforts
(both prior to and after the Closing Date) jointly with Seller to obtain or
cause to be obtained prior to the Closing Date all Consents and to execute such
assumption instruments as may be required or requested in connection with
obtaining any Consent (or, in the alternative, enter into one or more
replacement agreements which would be effective on or prior to the Closing and
would grant Buyer substantially the same benefits with respect to the Stations
as Seller enjoys with respect to the Stations under the replaced Contract(s)
immediately prior to the Closing).

                                  ARTICLE VIII
                       CONDITIONS TO SELLER'S OBLIGATIONS
                               ON THE CLOSING DATE
                               -------------------

     The obligation of Seller to consummate the Sale on the Closing Date is, at
Seller's option, subject to the fulfillment of the following conditions at or
prior to the time of the Closing:

     8.1   Representations, Warranties, Covenants.

           (a)  Each of the representations and warranties of Buyer contained in
this Agreement shall be true and accurate in all material respects (except to
the extent changes are permitted or contemplated pursuant to this Agreement) as
if made on and as of the Closing Date; and

           (b)  Buyer shall have performed and complied in all material respects
with each and every covenant and agreement required by this Agreement to be
performed or complied with by it prior to or at the Closing (including the
delivery of the Cash Purchase Price).

                                       12

<PAGE>

     8.2   Proceedings.

           (a)  No action or proceeding shall have been instituted and be
pending before any court or governmental body to restrain or prohibit, or to
obtain a material amount of damages in respect of, the consummation of the Sale
or the Assumption that, in the reasonable opinion of Seller, may reasonably be
expected to result in a preliminary or permanent injunction against such
consummation or, if the Sale or the Assumption were consummated, an order to
nullify or render ineffective this Agreement or the Sale or the Assumption or
for the recovery against Seller of a material amount of damages; and

           (b)  none of the parties to this Agreement shall have received
written notice from any governmental body of (i) such governmental body's
intention to institute any action or proceeding to restrain or enjoin or nullify
this Agreement or the Sale or the Assumption, or to commence any investigation
(other than a routine letter of inquiry, including, without limitation, a
routine Civil Investigative Demand) into the consummation of the Sale or the
Assumption, or (ii) the actual commencement of such an investigation, in each
case which remains pending or open.

     8.3   FCC Authorization. The FCC Approval Date shall have occurred with
respect to all Required FCC Consents and all Required FCC Consents shall be in
full force and effect.

     8.4   Hart-Scott-Rodino. Any applicable waiting period under the
Hart-Scott-Rodino Act shall have expired or been terminated.

     8.5   Other Instruments. Buyer shall have delivered, or shall stand ready
to deliver, to Seller such instruments, documents, and certificates as are
contemplated by Section 2.3(b).

                                   ARTICLE IX
                                    REMEDIES

     9.1   Bulk Sales Indemnity. Buyer and Seller have jointly determined that
there will be no attempt to comply with the notice provisions of any bulk sales
law which may apply to the purchase and sale of the Station Assets pursuant to
this Agreement. Buyer will indemnify and hold Seller harmless from and against
any and all damages, claims, losses, expenses, costs, obligations, and
liabilities, including, without limiting the generality of the foregoing,
liabilities for reasonable attorneys' fees and expenses, suffered directly or
indirectly by Seller by reason of or arising out of non-compliance with any such
bulk sales law.

     9.2   Acknowledgment by Buyer. Buyer has conducted, to its satisfaction, an
independent investigation and verification of the financial condition, results
of operations, assets, liabilities, properties and projected operations of the
Stations and the Station Assets. In determining to proceed with the transactions
contemplated by this Agreement, Buyer has relied, and will rely, on the
representations, warranties and covenants of Seller and Parent set forth in this
Agreement and the results of such independent investigation and verification.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY OTHER PROVISIONS OF
THIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT THE SELLER
AND PARENT ARE NOT MAKING ANY REPRESENTATION OR WARRANTY EXPRESS, IMPLIED, AT
COMMON

                                       13

<PAGE>

LAW, STATUTORY OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT TO SUCH
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER TAKES THE
STATION ASSETS "AS IS AND WHERE IS." WITHOUT LIMITING THE IMMEDIATE TWO
SENTENCES, SELLER AND PARENT HEREBY EXPRESSLY DISCLAIM AND NEGATE (AND BUYER
UNDERSTANDS, ACKNOWLEDGES AND AGREES WITH SUCH DISCLAIMERS AND NEGATION) ANY
REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, STATUTORY OR
OTHERWISE, RELATING TO (1) THE CONDITION OF THE REAL OR TANGIBLE PERSONAL
PROPERTIES (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OR
MATERIALS); (2) ANY INFRINGEMENT BY SELLER OR ANY OF ITS AFFILIATES OF ANY
PATENT, INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT OF ANY THIRD PARTY; AND THE
ACCURACY, COMPLETENESS OR MATERIALITY OF ANY ESTIMATES, PROJECTIONS AND
EVALUATIONS, INCLUDING, WITHOUT LIMITATION, THE PROJECTED, FUTURE OR HISTORICAL
FINANCIAL CONDITION, RESULTS OR OPERATIONS, ASSETS OR LIABILITIES RELATING TO
THE STATIONS.

                                   ARTICLE X
                            TERMINATION/MISCELLANEOUS
                            -------------------------

     10.1  Termination of Agreement Prior to the Closing Date. This Agreement
may be terminated at any time on or prior to the Closing as follows:

           (a)  By Parent. By Parent, by written notice (a "Termination Notice")
to Buyer at any time after the Option Expiration Date, if (I) the Closing has
not occurred on or prior to the date upon which such Termination Notice is
given, and (II) there is no condition to closing set forth in Article VIII that
both (x) has not been either satisfied or waived by Seller and (y) the absence
of satisfaction of which has been caused solely by a breach by Seller and/or
Parent of its or his obligations under this Agreement.

           (b)  By Buyer. By Buyer, by written notice to Parent, at any time.

Neither Buyer, Seller nor Parent shall have any liability to any of the other of
them for costs, expenses, damages (consequential or otherwise), loss of
anticipated profits, or otherwise as a result of a termination pursuant to this
Section 10.1. This Article X will survive the termination of this Agreement
pursuant to this Section 10.1.

     10.2  Remedies. In the event of a breach of any of Seller's or Parent's
obligations under this Agreement, Buyer, in addition to being entitled to
exercise all rights provided herein or granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement. The parties hereto agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach of any such obligations
of Seller or Parent.

                                       14

<PAGE>

     10.3  Expenses. Except as otherwise expressly provided in this Agreement,
each of Seller, Parent and Buyer shall bear all of its expenses incurred in
connection with the transactions contemplated by this Agreement, including,
without limitation, accounting and legal fees incurred in connection herewith;
provided that (a) Buyer will reimburse Seller and Parent for all reasonable
out-of-pocket expenses incurred by them in connection with the preparation,
negotiation and implementation of this Agreement and all related agreements, (b)
Buyer will reimburse Seller and Parent for all reasonable out-of-pocket expenses
incurred by them in connection with or in preparation for the Closing (including
those incurred in performing their respective obligations under Section 6.2),
and (c) Buyer will pay all filing fees associated with any filing contemplated
by Section 6.2(a) or Section 6.2(d).

     10.4  Assignments; Exercise in Part. This Agreement shall not be assigned
by Seller or Parent without the prior written consent of Buyer; provided that
after the Closing, Seller or Parent may assign its rights pursuant to this
Agreement to any other Person in connection with the dissolution, liquidation or
winding up or administration of its affairs; and further provided that, whether
or not any requisite consent of Buyer has been obtained, this Agreement will be
binding upon all respective successors of Seller and Parent, whether by
operation of law or otherwise (except that this proviso shall not apply to any
transfer or disposal pursuant to a Pledge Agreement). Any attempt by Seller or
Parent to assign this Agreement without first obtaining the consent of Buyer
shall be void. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This
Agreement may be assigned in whole or in part by Buyer without the prior written
consent of Seller or Parent to any Person (provided that no such assignment
shall relieve the assigning Person of any of its obligations or liabilities
hereunder), and Buyer will inform Seller and Parent of any such assignment. Any
assignee of Buyer will be deemed to be "Buyer" for purposes of this Agreement as
to the rights assigned to such assignee.

     10.5  Further Assurances. From time to time prior to, at, and after the
Closing Date, each party hereto will execute all such instruments and take all
such actions as another party hereto, being advised by counsel, shall reasonably
request in connection with carrying out and effectuating the intent and purpose
hereof, and all transactions and things contemplated by this Agreement,
including, without limitation, the execution and delivery of any and all
confirmatory and other instruments, in addition to those to be delivered on the
Closing Date, as the case may be, and any and all actions which may reasonably
be necessary to complete the transactions contemplated hereby.

     10.6  Notices. All notices, demands, and other communications which may or
are required to be given hereunder or with respect hereto shall be in writing,
shall be delivered personally or sent by nationally recognized overnight
delivery service, charges prepaid, or by registered or certified mail,
return-receipt requested, and shall be deemed to have been given or made when
personally delivered, the next business day after delivery to such overnight
delivery service, three (3) days after deposited in the mail, first class
postage prepaid, as the case may be, addressed as follows:

           (a)  If to Seller or Parent:

                c/o Mr. David Smith

                                       15

<PAGE>

                544 Red Rock Drive
                Wadsworth, OH 44281

                with a copy (which will not constitute notice to Seller or
                Parent) to:

                Drinker Biddle & Reath LLP
                1500 K Street, N.W., Suite 1100
                Washington, D.C.  20005-1209
                Attention: Howard M. Liberman

or to such other address and/or with such other copies as Seller or Parent may
from time to time  designate  by notice to Buyer given in  accordance  with this
Section 10.6; and

           (b)  If to Buyer:

                Nexstar Broadcasting Group
                909 Lake Carolyn Parkway
                Suite 1450
                Irving, TX  75039
                Attention: Perry A. Sook, Chief Executive Officer

                with a copy (which will not constitute notice to Buyer) to:

                Kirkland & Ellis
                153 East 53rd Street
                New York, NY  10022
                Attention: John L. Kuehn, Esq.

or to such other address and/or with such other copies as Buyer may from time to
time designate by notice to Parent given in accordance with this Section 10.6.

     10.7  Captions. The captions of Articles and Sections of this Agreement are
for convenience only, and shall not control or affect the meaning or
construction of any of the provisions of this Agreement.

     10.8  Law Governing. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCES
TO ITS PRINCIPLES OF CONFLICT OF LAWS, EXCEPT TO THE EXTENT THAT THE FEDERAL LAW
OF THE UNITED STATES GOVERNS THE TRANSACTIONS CONTEMPLATED HEREBY.

     10.9  Waiver of Provisions. The terms, covenants, representations,
warranties, and conditions of this Agreement may be waived only by a written
instrument executed by the Person waiving compliance. The failure of Buyer,
Seller or Parent at any time or times to require performance of any provision of
this Agreement shall in no manner affect the right at a later date to enforce
the same. No waiver by Buyer, Seller or Parent of any condition or the breach of
any provision, term, covenant, representation, or warranty contained in this

                                       16

<PAGE>

Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be or construed as a further or continuing waiver of any such
condition or of the breach of any other provision, term, covenant,
representation, or warranty of this Agreement.

     10.10 Counterparts. This Agreement may be executed in two (2) or more
counterparts, and all counterparts so executed shall constitute one (1)
agreement binding on all of the parties hereto, notwithstanding that all the
parties hereto are not signatory to the same counterpart.

     10.11 Entire Agreement/Amendments. This Agreement (including the Schedules
hereto) constitutes the entire agreement among the parties hereto pertaining to
the subject matter hereof and supersedes any and all prior and contemporaneous
agreements, understandings, negotiations, and discussions, whether oral or
written, between them relating to the subject matter hereof. No amendment or
waiver of any provision of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. The parties intend that this Agreement
be in full compliance with all published rules, policies and orders of the FCC.
If the FCC orders that the parties change any term of this Agreement, then the
parties will attempt to do so, consistent with said FCC order and the overall
intent of this Agreement.

     10.12 Access to Books and Records.

           (a)  Buyer shall preserve for not less than seven (7) years after the
Closing Date all books and records included in the Station Assets. After such
five-year period, Buyer will not destroy any books or records relating to the
conduct of business of the Stations prior to the Closing unless Buyer first
offers to transfer such books and records to Parent, and if Buyer is requested
to do so, Buyer will transfer such books or records to Parent.

           (b)  After the Closing, neither Seller nor Parent will destroy any
books or records relating to the conduct of business of the Stations prior to
the Closing Date unless Parent first offers to transfer such books and records
to Buyer, and if Parent is requested to do so, Parent transfer such books or
records to Buyer.

           (c)  At the request of any other party to this Agreement, Buyer,
Seller and Parent will permit each other (including such other party's officers,
employees, accountants, and counsel) any access, upon reasonable prior written
notice during normal business hours, to all of its property, accounts, books,
contracts, records, accounts payable and receivable, records of employees, FCC
logs and other information concerning the affairs or operation of the Stations
as such other party to this Agreement may reasonably request for any reasonable
purpose, and to make extracts or copies from the foregoing at the requesting
party's expense.

     10.13 Public Announcements. Prior to the Closing, no party to this
Agreement shall, except by mutual agreement with all other parties to this
Agreement (including agreement as to content, text and method or distribution or
release), make any press release or other public announcement or disclosure
concerning the transactions contemplated by this Agreement, except as may be
required by any Legal Requirement (including, without limitation, filings and
reports required to be made with or pursuant to the rules of the Securities and
Exchange Commission); provided that, prior to making any such announcement or
disclosure required by any Legal Requirement, to the extent practicable, the
disclosing Person gives each other party to this

                                       17

<PAGE>

Agreement prior written notice of the context, text and content of, the method
of distribution or release of, and all other material facts concerning, such
disclosure. After the Closing, neither Seller nor Parent will, except with
Buyer's prior written consent (including agreement as to content, text and
method or distribution or release), make any press release or other public
announcement or disclosure concerning the transactions contemplated by this
Agreement, except as may be required by any Legal Requirement (including,
without limitation, filings and reports required to be made with or pursuant to
the rules of the Securities and Exchange Commission); provided that, prior to
making any such announcement or disclosure required by any Legal Requirement, to
the extent practicable, Seller or Parent (as the case may be) gives Buyer prior
written notice of the context, text and content of, the method of distribution
or release of, and all other material facts concerning, such disclosure.

     10.14 Definitional Provisions.

           (a)  Terms Defined in Appendix. Each capitalized term which is used
and not otherwise defined in this Agreement or any Schedule to this Agreement
has the meaning which is specified for such term in the Appendix which is
attached to this Agreement.

           (b)  Gender and Number. Words used in this Agreement, regardless of
the gender and number specifically used, will be deemed and construed to include
any other gender, masculine, feminine or neuter, and any other number, singular
or plural, as the context requires.

     10.15 Arbitration.

           (a)  Generally. Buyer, Seller and Parent agree that the arbitration
procedures described in this Section 10.15 will be the sole and exclusive method
of resolving and remedying any claim for indemnification or other remedy arising
under this Agreement (collectively, "Disputes"); provided that nothing in this
Section 10.15 will prohibit a party from instituting litigation to enforce any
Final Arbitration Award. Buyer, Seller and Parent agree that, except as
otherwise provided in the Commercial Arbitration Rules of the American
Arbitration Association as in effect from time to time (the "AAA Rules"), the
arbitration procedures described in this Section 10.15 and any Final Arbitration
Award will be governed by, and will be enforceable pursuant to, the Uniform
Arbitration Act as in effect in the Commonwealth of Pennsylvania from time to
time. No Person will be entitled to claim or recover punitive damages in any
such proceeding.

           (b)  Notice of Arbitration. If Buyer, Seller or Parent asserts that
there exists a Dispute, then such Person (the "Disputing Person") will give the
other party involved in such Dispute a written notice setting forth the nature
of the asserted Dispute. If the Persons giving and receiving such notice (the
"Disputing Parties") do not resolve any such asserted Dispute prior to the tenth
Business Day after such notice is given, then either Disputing Party may
commence arbitration pursuant to this Section 10.15 by giving the other
Disputing Party a written notice to that effect (an "Arbitration Notice"),
setting forth any matters which are required to be set forth therein in
accordance with the AAA Rules.

           (c)  Selection of Arbitrator. The Disputing Parties will attempt to
select a single arbitrator by mutual agreement. If no such arbitrator is
selected prior to the twentieth

                                       18

<PAGE>

Business Day after the related Arbitration Notice is given, then an arbitrator
which is experienced in matters of the type which are the subject matter of the
Dispute will be selected in accordance with the AAA Rules.

           (d)  Conduct of Arbitration. The arbitration will be conducted under
the AAA Rules, as modified by any written agreement between the Disputing
Parties. The arbitrator will conduct the arbitration in a manner so that the
final result, determination, finding, judgment or award determined by the
arbitrator (the "Final Arbitration Award") is made or rendered as soon as
practicable, and the parties will use reasonable efforts to cause a Final
Arbitration Award to occur not later than the sixtieth day after the arbitrator
is selected. Any Final Arbitration Award will be final and binding upon the
Disputing Parties, and there will be no appeal from or reexamination of any
Final Arbitration Award, except in the case of fraud, perjury or evident
partiality or misconduct by the arbitrator prejudicing the rights of a Disputing
Party or to correct manifest clerical errors.

           (e)  Enforcement. Buyer, Parent and Seller agree that a Final
Arbitration Award may be enforced in any state or federal court having
jurisdiction over the subject matter of the related Dispute.

           (f)  Expenses. A prevailing party in any arbitration proceeding in
connection with this Agreement shall be entitled to recover from the
non-prevailing party its reasonable attorneys' fees and disbursements in
addition to any damages or other remedies awarded to such prevailing party, and
the non-prevailing party also will be required to pay all other costs and
expenses associated with the arbitration; provided that (1) if an arbitrator is
unable to determine that a party is a prevailing party in any such arbitration
proceeding, then such costs and expenses will be equitably allocated by such
arbitrator upon the basis of the outcome of such arbitration proceeding, and (2)
if such arbitrator is unable to allocate such costs and expenses and expenses in
such a manner, then the costs and expenses of such arbitration will be paid in
equal amounts by the Disputing parties, and each Disputing Party will pay the
out-of-pocket expenses incurred by it. As part of any Final Arbitration Award,
the arbitrator may designate the prevailing party for purposes of this Section
10.15. Except as provided in the preceding sentences, each party to this
Agreement will bear its own costs and expenses (including legal fees and
disbursements) in connection with any such proceeding or submission.

                                    * * * * *

                                       19

<PAGE>

           IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their duly authorized officers, all as of the day and year first
above written.

                                               MISSION BROADCASTING, INC.


                                               By:/s/ David S. Smith
                                                  ------------------------------
                                               Name:  David S. Smith
                                               Title: President


                                               /s/ David S. Smith
                                               ---------------------------------
                                               David S. Smith


                                               NEXSTAR BROADCASTING OF
                                               ABILENE, L.L.C.


                                               By:/s/ Perry A. Sook
                                                  ------------------------------
                                               Name:  Perry A. Sook
                                               Title: President

<PAGE>

                                    APPENDIX
                                    --------

           The following capitalized terms have the following meaning when used
in this Agreement and the Schedules attached to this Agreement:

           A "Business Day" means any day other than a Saturday, Sunday or other
day upon which banks in Clarks Summit, Pennsylvania, are not open for business.

           "Closing Date" means the date upon which the Closing occurs.

           "Communications Act" means the Communications Act of 1934, as in
effect from time to time.

           With respect to any Contract, a "Consent" means any consent or
approval of any Person other than any party to this Agreement which, in
accordance with the terms of such Contract, is required to be obtained in order
to permit the consummation of the Sale or the Assumption.

           "Contract" means any agreement, lease, arrangement, commitment, or
understanding to which Seller or Parent, with respect to the Station, is a
party.

           "Equity Securities" of any Person means (i) any of such Person's
capital stock, partnership, members, joint venture or other ownership or equity
interest, participation or securities (whether voting or non-voting, whether
preferred, common or otherwise, and including any stock appreciation, contingent
interest or similar right) and (ii) any option, warrant, security or other right
(including debt securities) directly or indirectly convertible into or
exercisable or exchangeable for, or otherwise to acquire directly or indirectly,
any stock, interest, participation or security described in clause (i) above.

           "Existing Station Indebtedness" means (i) the principal of and
interest on all Indebtedness, whether now or hereafter existing or arising, due
or to become due to, or held or to be held by the lenders under or pursuant to
the Credit Agreement dated as of January 12, 2001, among Bastet Broadcasting,
Inc., Mission Broadcasting of Wichita Falls, Inc., and the Various Banks named
therein, Bank of America, N.A., as Administrative Agent, Barclays Bank PLC, as
Syndication Agent, and First Union National Bank, as Documentation Agent, as
amended, supplemented and otherwise modified from time to time, including,
without limitation, all extensions, renewals, restatements, rearrangements and
refundings thereof (the "Existing Credit Agreement"), and any and all other
amounts payable in connection therewith or in connection with the other Loan
Documents (as that term is defined in the Existing Credit Agreement), whether on
account of fees, indemnities, reimbursement obligations in respect of letters of
credit, costs, expenses or otherwise; and (ii) the principal of and interest on
any Indebtedness, hereafter existing or arising under any amendment,
restatement, supplement, renewal, extension, rearrangement and substitution, in
whole or in part, of any obligation described in the preceding clause (i) or
this clause (ii).

           "FCC" means the Federal Communications Commission or any successor
thereto.

<PAGE>

           "FCC Approval Date" means the first day upon which each Required FCC
Consent is effective.

           "Hart-Scott-Rodino Act" means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as in effect from time to time.

           "Indebtedness" means, without duplication, (i) any indebtedness for
borrowed money or issued in substitution for or exchange of indebtedness for
borrowed money, (ii) any indebtedness evidenced by any note, bond, debenture or
other debt security, (iii) any indebtedness for the deferred purchase price of
property or services with respect to which a Person is liable, contingently or
otherwise, as obligor or otherwise (other than trade payables and other current
liabilities incurred in the ordinary course of business which are not more than
six months past due), (iv) any commitment by which a Person assures a creditor
against loss (including, without limitation, contingent reimbursement
obligations with respect to letters of credit), (v) any indebtedness guaranteed
in any manner by a Person (including, without limitation, guarantees in the form
of an agreement to repurchase or reimburse), (vi) any obligations under
capitalized leases with respect to which a Person is liable, contingently or
otherwise, as obligor, guarantor or otherwise, or with respect to which
obligations a Person assures a creditor against loss, (vii) any indebtedness
secured by a Lien on a Person's assets and (viii) any unsatisfied obligation for
"withdrawal liability" to a "multiemployer plan" as such terms are defined under
ERISA.

           "Legal Requirements" means the Communications Act, the rules,
regulations and published policies of the FCC, and all other federal, state and
local laws, rules, regulations, ordinances, judgments, orders and decrees.

           "Lien" means any mortgage, pledge, hypothecation, encumbrance, lien
(statutory or otherwise), preference, priority or other security agreement of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement and any lease having substantially the same effect as any of
the foregoing and any assignment or deposit arrangement in the nature of a
security device).

           "Option Expiration Date" means the ninth anniversary of the date of
this Agreement.

           A "Person" means any individual, partnership, joint venture,
corporation, limited liability company, trust, unincorporated association or
government or department thereof.

           A "Required FCC Consent" means any action or order by the FCC
granting its consent to the consummation of a Sale pursuant to this Agreement
without any condition which in the reasonable judgment of Buyer or Seller is
adverse to Buyer or Seller, as the case may be, in any material respect.

           "Transaction Documents" means this Agreement and all other documents
executed and delivered in connection therewith, in each case as in effect from
time to time.

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