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                                                                  Exhibit 10.193


                            ASSET EXCHANGE AGREEMENT

         THIS ASSET EXCHANGE AGREEMENT (this "Agreement") is entered into as of
this 26th day of January, 1998, by and among PAXSON COMMUNICATIONS OF
CHICAGO-38, INC., a Florida corporation ("Paxson-38"), CHRISTIAN COMMUNICATIONS
OF CHICAGOLAND, INC., an Illinois corporation ("Christian"), and PAXSON
COMMUNICATIONS CORPORATION, a Delaware corporation ("PCC").

                                    RECITALS

         A.  Christian owns and operates and is the licensee of television 
station WCFC-TV, Chicago, Illinois ("WCFC").

         B.  Cocola Media Corporation of San Francisco, a California 
corporation ("Cocola Media"), and North Bay Television, Inc., a California 
corporation ("North Bay"), are parties to:

             (1)  an Option Agreement dated as of April 30, 1996 (the "KWOK
         Option Agreement"), pursuant to which North Bay has granted to Cocola
         Media an exclusive and irrevocable option (the "KWOK Option") to
         purchase substantially all of the assets of North Bay that are used or
         useful in connection with the conduct of the business or operations of
         new television station KWOK-TV to be constructed on Channel 68 in
         Novato, California ("KWOK") on the terms and subject to the conditions
         set forth in the KWOK Option Agreement and the form of Asset Purchase
         Agreement attached thereto (the "North Bay Purchase Agreement");

             (2)  a Construction Agreement dated as of April 30, 1996,
         pursuant to which North Bay has retained Cocola Media to construct KWOK
         (the "Construction Agreement");

             (3)  a Time Brokerage Agreement dated as of April 30, 1996,
         pursuant to which North Bay has retained Cocola Media to provide
         programming for broadcast on KWOK (the "Cocola KWOK TBA"); and

             (4)  a Loan Agreement dated as of April 30, 1996, pursuant to
         which Cocola Media has loaned to North Bay $500,000 for capital
         advances to and other corporate purposes of North Bay.

         C.  Paxson-38 and Gary M. Cocola ("Cocola") have entered into a Stock 
Purchase Agreement dated as of January 21, 1998 (the "Cocola Stock Purchase
Agreement"), pursuant to which Cocola has agreed to sell to Paxson-38, and
Paxson-38 has agreed to purchase from


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                                      - 2 -

Cocola, all of the issued and outstanding shares of capital stock of Cocola
Media (the "Cocola Stock").

         D. On the terms, and subject to the conditions set forth herein,
Paxson-38 desires to (1) cause Cocola Media to transfer to Christian certain
assets of KWOK, immediately following and subject to the closing of the purchase
and sale transactions contemplated by the North Bay Purchase Agreement, and (2)
pay to Christian a total of One Hundred Twenty Million Dollars ($120,000,000) in
cash, in exchange for certain assets of WCFC, and Christian desires to transfer
to Paxson-38 certain assets of WCFC in exchange for certain assets of KWOK and a
total of One Hundred Twenty Million Dollars ($120,000,000) in cash.

         E. Upon the consummation of the transactions contemplated by this
Agreement and in consideration therefor, Paxson-38 and Christian shall enter
into a Programming Agreement (the "Programming Agreement"), pursuant to which,
on the terms and subject to the conditions set forth therein, Paxson-38 shall
grant to Christian certain rights to provide programming for broadcast on WCFC
and PAX NET, PCC's national television network.

         In consideration of the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    ARTICLE 1
                                   DEFINITIONS

         1.1      Definitions.

         "Adjustment Time" means 12:01 a.m., local time, on the Closing Date.

         "Affiliate" means, with respect to any Person, any other Person
controlling, controlled by or under common control with such Person, with
"control" for such purpose meaning the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities or voting interests,
by contract or otherwise.

         "Agreement" has the meaning specified in the Preamble.

         "Assets" means the WCFC Assets, in the case of Assets owned or held by
Christian, and the KWOK Assets, in the case of Assets owned or held by Cocola
Media or North Bay.



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         "Assignment and Assumption of FCC Licenses" has the meaning specified 
in Section 3.2(c).

         "Assumed KWOK Liabilities" has the meaning specified in Section 2.2(b).

         "Assumed WCFC Liabilities" has the meaning specified in Section 2.2(a).

         "Assumption Agreement" has the meaning specified in Section 3.2(b).

         "Cash Consideration" has the meaning specified in Section 2.1(b).

         "Christian" has the meaning specified in the Preamble.

         "Christian Ancillary Documents" means the documents, other than this
Agreement, to be executed and delivered by Christian in connection with the
transactions contemplated by this Agreement, including pursuant to Article 9 of
this Agreement.

         "Christian Material Consents" means those consents referenced in
Schedule 4.3 that are designated with an asterisk.

         "Christian Termination Notice" has the meaning specified in Section 
11.14.

         "Claims" means any and all debts, liabilities, obligations, losses,
damages, deficiencies, assessments and penalties, together with all Legal
Actions, pending or threatened, claims and judgments of whatever kind and nature
relating thereto, and all fees, costs, expenses and disbursements (including
without limitation reasonable attorneys' and other legal fees, costs and
expenses) relating to any of the foregoing.

         "Closing" has the meaning specified in Section 3.1.

         "Closing Date" has the meaning specified in Section 3.1.

         "Cocola" has the meaning specified in the Recitals.

         "Cocola KWOK TBA" has the meaning specified in the Recitals.

         "Cocola Media" has the meaning specified in the Recitals.

         "Cocola Stock" has the meaning specified in the Recitals.

         "Cocola Stock Purchase Agreement" has the meaning specified in the 
Recitals.



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         "Code" means the Internal Revenue Code of 1986, as amended.

         "Construction Agreement" has the meaning specified in the Recitals.

         "DOJ" means the Antitrust Division of the United States Department of 
Justice.

         "DP Media" has the meaning specified in Section 5.14.

         "Encumbrance" means any claim, liability, security interest, mortgage,
lien, pledge, condition, charge or encumbrance of any nature whatsoever.

         "ERISA" has the meaning specified in Section 4.11.

         "Escrow Agent" means First Union National Bank.

         "Escrow Agreement" means the Escrow Agreement dated as of the date
hereof among Paxson-38, Christian and the Escrow Agent.

         "Escrow Deposit" means the sum of Ten Million Dollars ($10,000,000)
deposited on the date hereof by Paxson-38 with the Escrow Agent pursuant to the
terms of the Escrow Agreement.

         "Excluded KWOK Assets" has the meaning specified in Section 2.1(d).

         "Excluded WCFC Assets" has the meaning specified in Section 2.1(c).

         "FCC" means the Federal Communications Commission.

         "FCC Consent" means actions by the FCC granting both the WCFC FCC
Consent and the KWOK FCC Consent.

         "Final Order" means an action or order by the FCC (a) that has not been
reversed, stayed, enjoined, set aside, annulled or suspended, and (b) with
respect to which (i) no requests have been filed for administrative or judicial
review, reconsideration, appeal or stay and the FCC has not initiated a review
of such action or order on its own motion and the periods provided by statute or
FCC regulations for filing any such requests and for the FCC to set aside the
action on its own motion have expired, or (ii) in the event of review,
reconsideration or appeal, the period provided by statute or FCC regulations for
further review, reconsideration or appeal has expired.



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         "Final Report" has the meaning specified in Section 2.3(d).

         "FTC" means the United States Federal Trade Commission.

         "Governmental Authority" means (i) the United States of America, (ii)
any state or commonwealth of the United States of America and any political
subdivision thereof (including counties, municipalities and the like) or (iii)
any agency, authority or instrumentality of any of the foregoing, including any
court, tribunal, department, bureau, commission or board.

         "Guaranteed Obligations" has the meaning specified in Section 12.1.

         "Guaranty" has the meaning specified in Section 12.1.

         "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 
1976, as amended.

         "Indemnified Party" has the meaning specified in Section 10.2.

         "Indemnifying Party" has the meaning specified in Section 10.2.

         "Indemnity Period" has the meaning specified in Section 10.1.

         "KWOK" has the meaning specified in the Recitals.

         "KWOK Assets" has the meaning specified in Section 2.1(d).

         "KWOK Contracts" means all of the contracts and agreements relating to
the business or operations of KWOK that are listed on Schedule 2.1(d)(iii).

         "KWOK FCC Consent" means action by the FCC granting its consent to the
assignment of the KWOK FCC Licenses by North Bay to Cocola Media and,
immediately thereafter, by Cocola Media to Christian or, alternately, by North
Bay directly to Christian.

         "KWOK FCC Licenses" means those licenses, permits and authorizations
issued by the FCC to North Bay for KWOK as set forth in Schedule 2.1(d)(ii).

         "KWOK Intangibles" means (i) the call letters "KWOK", (ii) all
proprietary information, technical information and data, machinery and equipment
warranties relating to the KWOK Assets, (iii) all books and records in the
possession of Cocola Media or North



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Bay relating to the operations of KWOK or the KWOK Assets (other than corporate
and accounting records), (iv) all choses in action relating to the KWOK Assets,
(v) all records, logs and other information in the possession of Cocola Media or
North Bay that North Bay or Cocola Media is required to maintain under the rules
and policies of the FCC, and (vi) all filings by North Bay or Cocola Media with
the FCC with respect to KWOK, together with any additions thereto between the
date of this Agreement and the Closing Date.

         "KWOK Licenses" means all licenses, permits and other authorizations
issued by any Governmental Authority to Cocola Media or North Bay in connection
with the conduct of the business or operations of KWOK, together with any
additions thereto between the date of this Agreement and the Closing Date.

         "KWOK Material Adverse Effect" means any events or circumstances that
would result in loss, liability or damages in respect of the KWOK Assets in an
amount in the aggregate in excess of $250,000.

         "KWOK Option" has the meaning specified in the Recitals.

         "KWOK Option Agreement" has the meaning specified in the Recitals.

         "KWOK Programming Agreement" means the KWOK Programming Agreement to be
entered into by Cocola Media and Christian pursuant to Section 6.16 hereof,
which KWOK Programming Agreement shall be substantially in the form of Exhibit H
hereto.

         "KWOK Services Agreement" has the meaning specified in Section 6.17.

         "KWOK Tangible Personal Property" means those items of equipment, spare
parts and other tangible personal property that are listed on Schedule 2.1(d)(i)
hereto, together with any additions thereto or replacements thereof between the
date of this Agreement and the Closing Date.

         "Legal Action" means, with respect to any Person, any and all
litigation or legal or other actions, at law or in equity, arbitrations,
counterclaims, investigations, proceedings, or requests for material information
by or pursuant to the order of any Governmental Authority.

         "Loss and Expense" has the meaning specified in Section 10.2.

         "Marin TV" has the meaning specified in Section 5.12.

         "MVP" means Media Venture Partners.



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         "North Bay" has the meaning specified in the Recitals.

         "North Bay Purchase Agreement" has the meaning specified in the 
Recitals.

         "Paxson-38" has the meaning specified in the Preamble.

         "Paxson-38 Ancillary Documents" means the documents, other than this
Agreement, to be executed and delivered by Paxson-38 in connection with the
transactions contemplated by this Agreement, including pursuant to Article 8 of
this Agreement.

         "Paxson-38 Material Consents" means those consents referenced in
Schedule 5.3 that are designated with an asterisk.

         "Paxson-38 Termination Notice" has the meaning specified in Section 
11.14.

         "Paxson Milwaukee" has the meaning specified in Section 5.14.

         "PCC" has the meaning specified in the Preamble.

         "Permitted Encumbrances" means (a) liens for taxes not yet due and
payable; (b) landlord's liens; (c) statutory liens that were created in the
ordinary course of business that do not adversely affect the current use and
enjoyment of the WCFC Assets or the KWOK Assets, as the case may be; (d)
restrictions or rights required to be granted to Governmental Authorities or
otherwise imposed by Governmental Authorities under applicable law that do not
materially affect the current use and enjoyment of the WCFC Assets or the KWOK
Assets, as the case may be; (e) zoning, building, or similar restrictions
relating to or affecting property that do not adversely affect in any material
respect the current use and enjoyment of the WCFC Assets or the KWOK Assets, as
the case may be; and (f) the Assumed WCFC Liabilities and the Assumed KWOK
Liabilities, as the case may be. Notwithstanding the foregoing, "Permitted
Encumbrances" shall not include any mortgage, encumbrance to secure debt, deed
of trust, security agreement, judgment, lien or statutory claim of lien or any
other title exception or defect that is monetary in nature, except to the extent
otherwise specifically assumed under this Agreement.

         "Person" means any natural person, corporation, partnership, trust,
unincorporated organization, association, limited liability company,
Governmental Authority or other entity.

         "Petition Deadline" has the meaning specified in Section 11.1.

         "Preliminary Report" has the meaning specified in Section 2.3(c).



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         "Programming Agreement" has the meaning specified in the Recitals.

         "Records" has the meaning specified in Section 6.8.

         "Signing Date" has the meaning specified in Section 11.14.

         "Tax" means any federal, state, local or foreign income, gross
receipts, windfall profits, severance, property, production, sales, use,
license, excise, franchise, capital, transfer, employment, withholding or other
tax or governmental assessment, together with any interest, additions or
penalties with respect thereto and any interest in respect of such additions or
penalties.

         "Tax Returns" means, with respect to Christian and Paxson-38, all
federal, state and local tax returns, reports, statements, declarations of
estimated tax and other similar filings required to be filed by Christian or
Paxson-38, as the case may be, with respect to the ownership and operation of
WCFC or KWOK, respectively.

         "Termination Date" has the meaning specified in Section 11.2(a).

         "Transfer" has the meaning specified in Section 6.1.

         "Transferee" refers equally to Christian and Paxson-38 insofar as the
term refers to the party receiving assets from the other party.

         "Transferor" refers equally to Christian and Paxson-38 insofar as the
term refers to the party transferring assets to the other party.

         "WCFC" has the meaning specified in the Recitals.

         "WCFC Assets" has the meaning specified in Section 2.1(c).

         "WCFC Contracts" means all of the contracts and agreements relating to
the business or operations of WCFC that are listed on Schedule 2.1(c)(iii).

         "WCFC FCC Consent" means action by the FCC granting its consent to the
assignment of the WCFC FCC Licenses by Christian to Paxson-38 in connection with
the transfer of the WCFC Assets to Paxson-38.

         "WCFC FCC Licenses" means those licenses, permits and authorizations
issued by the FCC to Christian for WCFC as set forth in Schedule 2.1(c)(ii).



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         "WCFC Intangibles" means (i) the call letters "WCFC", unless retained
by Christian pursuant to Section 6.14 hereof, (ii) all proprietary information,
technical information and data, machinery and equipment warranties relating to
the WCFC Assets, (iii) all books and records in the possession of Christian
relating to the operation of WCFC or the WCFC Assets (other than corporate and
accounting records), (iv) all choses in action relating to the WCFC Assets, (v)
all records, logs and other information in the possession of Christian that
Christian is required to maintain under the rules and policies of the FCC, and
(vi) all filings by Christian with the FCC, together with any additions thereto
between the date of this Agreement and the Closing Date.

         "WCFC Licenses" means all licenses, permits and other authorizations
issued by any Governmental Authority to Christian in connection with the conduct
of the business or operations of WCFC, together with any additions thereto
between the date of this Agreement and the Closing Date.

         "WCFC Material Adverse Effect" means any events or circumstances that
would result in loss, liability or damages in respect of the WCFC Assets in an
amount in the aggregate in excess of $250,000.

         "WCFC Oppositions" has the meaning specified in Section 11.1.

         "WCFC Tangible Personal Property" means those items of equipment, spare
parts and other tangible personal property that are listed on Schedule 2.1(c)(i)
hereto, together with any additions thereto or replacements thereof between the
date of this Agreement and the Closing Date.

         "WPXE" has the meaning specified in Section 5.14.

         "WPXE FCC Licenses" has the meaning specified in Section 6.3.

         "WPXE Purchase Agreement" has the meaning specified in Section 5.14.



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                                    ARTICLE 2
                         EXCHANGE AND TRANSFER OF ASSETS

         2.1      The Exchange; Additional Consideration.

                  (a) Upon the terms and subject to the conditions set forth in
this Agreement, on the Closing Date, Christian agrees to transfer, assign,
convey and deliver to Paxson-38, and Paxson-38 agrees to accept and acquire from
Christian, free and clear of all Encumbrances, except for Permitted
Encumbrances, all of Christian's right, title and interest in and to the WCFC
Assets, and, subject to Section 6.19, Paxson-38 agrees to cause Cocola Media to
transfer, assign, convey and deliver to Christian, and Christian agrees to
accept and acquire from Cocola Media, free and clear of all Encumbrances, except
for Permitted Encumbrances, all of Cocola Media's right, title and interest in
and to the KWOK Assets.

                  (b) In addition to the consideration referenced in Section
2.1(a), Paxson-38 shall pay to Christian at Closing a total of One Hundred
Twenty Million Dollars ($120,000,000) (the "Cash Consideration"), less the
amount, if any, paid to Christian pursuant to Section 11.1(a) below, in cash by
federal wire transfer of immediately available funds in accordance with wire
transfer instructions provided by Christian to Paxson-38 in writing no later
than August 25, 1998.

                  (c) "WCFC Assets" means (i) the WCFC Tangible Personal
Property, (ii) the WCFC Licenses, including the WCFC FCC Licenses, (iii) the
WCFC Contracts, and (iv) the WCFC Intangibles. All other assets of Christian are
specifically excluded from the WCFC Assets (the "Excluded WCFC Assets").

                  (d) "KWOK Assets" means (i) the KWOK Tangible Personal
Property, (ii) the KWOK Licenses, including the KWOK FCC Licenses, (iii) the
KWOK Contracts, and (iv) the KWOK Intangibles. All other assets of Paxson-38,
Cocola Media and North Bay are specifically excluded from the KWOK Assets (the
"Excluded KWOK Assets").

         2.2      Assumption of Obligations and Liabilities.

                  (a) As of, and from and after, the Closing Date, Paxson-38
shall assume, pay, discharge and perform the following (the "Assumed WCFC
Liabilities"):

                      (i)   all obligations and liabilities of or under the 
WCFC Contracts and WCFC Licenses arising on or after the Closing;



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                      (ii)  all obligations and liabilities of Christian to the
extent that any adjustment is made or is to be made in connection therewith in
Paxson-38's favor pursuant to Section 2.3 hereof; and

                      (iii) except in respect of Excluded WCFC Assets, all other
obligations, liabilities, duties, claims, demands, actions, commitments, costs
or expenses, known or unknown, matured or contingent, arising out of, relating
to or attributable to the ownership or operation of the WCFC Assets arising on
or after the Closing.

Notwithstanding the foregoing, the Assumed WCFC Liabilities shall not include
the following, and Paxson-38 shall not assume any of the following:

(1) any liabilities or obligations for federal, state or local income or
franchise taxes of Christian, including, without limitation, deferred taxes or
those arising out of any of the transactions contemplated hereby;

(2) any liabilities or obligations for any brokerage or finder's fees or similar
compensation incurred by Christian or its Affiliates with respect to any of the
transactions contemplated by this Agreement or the Christian Ancillary
Documents;

(3) any liabilities or obligations for any indebtedness for borrowed money of
Christian under any loan agreement, credit agreement, indenture, evidence of
indebtedness or similar document or under any capital lease, financing agreement
or other agreement constituting deferred purchase price for any of the WCFC
Assets;

(4) any liabilities or obligations attributable to Excluded WCFC Assets and any
intercompany liabilities or payables of any nature whatsoever of Christian or
any of its Affiliates; and

(5) any obligation or liability of Christian under any employee pension,
retirement, health and welfare or other benefit plan or collective bargaining
agreement, or any obligation of Christian to any employee for severance
benefits, vacation time or sick leave accrued prior to the Closing Date.

                  (b) As of, and from and after, the Closing Date, subject to
Section 6.19, Christian shall assume, pay, discharge and perform the following
(the "Assumed KWOK Liabilities"):

                      (i)   all obligations and liabilities of or under the KWOK
Contracts and KWOK Licenses arising on or after the Closing;



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                      (ii)  all obligations and liabilities of Cocola Media to 
the extent that any adjustment is made or is to be made in connection therewith
in Christian's favor pursuant to Section 2.3 hereof; and

                      (iii) except in respect of Excluded KWOK Assets, all other
obligations, liabilities, duties, claims, demands, actions, commitments, costs
or expenses, known or unknown, matured or contingent, arising out of, relating
to or attributable to the ownership or operation of the KWOK Assets arising on
or after the Closing.

Notwithstanding the foregoing, the Assumed KWOK Liabilities shall not include
the following, and Christian shall not assume any of the following:

(1) any liabilities or obligations for federal, state or local income or
franchise taxes of Paxson-38, Cocola Media or North Bay, including, without
limitation, deferred taxes or those arising out of any of the transactions
contemplated hereby;

(2) any liabilities or obligations for any brokerage or finder's fees or similar
compensation incurred by Paxson-38 or its Affiliates with respect to any of the
transactions contemplated by this Agreement or the Paxson-38 Ancillary
Documents;

(3) any liabilities or obligations for any indebtedness for borrowed money of
Paxson-38, Cocola Media or North Bay under any loan agreement, credit agreement,
indenture, evidence of indebtedness or similar document or under any capital
lease, financing agreement or other agreement constituting deferred purchase
price for any of the KWOK Assets;

(4) any liabilities or obligations attributable to Excluded KWOK Assets and any
intercompany liabilities or payables of any nature whatsoever of Paxson-38,
Cocola Media or North Bay or any of its Affiliates; and

(5) any obligation or liability of Paxson-38, Cocola Media or North Bay under
any employee pension, retirement, health and welfare or other benefit plan or
collective bargaining agreement, or any obligation of Paxson-38, Cocola Media or
North Bay to any employee for severance benefits, vacation time or sick leave
accrued prior to the Closing Date.

    2.3      Prorations and Adjustments to Cash Consideration.

             (a)      All items of income and expense relating to the ownership 
or operation of the WCFC Assets shall be prorated between Christian and
Paxson-38, in each case, as of



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                                     - 13 -

the Adjustment Time, with Christian responsible for any such items prior to the
Closing Date and Paxson-38 responsible for any such items from and after the
Adjustment Time. Notwithstanding the preceding sentence, there shall be no
adjustment for, and Christian shall remain solely liable with respect to, any
obligation or liability not being assumed by Paxson- 38 pursuant to Section
2.2(a).

                  (b) All items of income and expense relating to the ownership
or operation of the KWOK Assets shall be prorated between Christian and Cocola
Media, in each case, as of the Adjustment Time, subject to Section 6.19, with
Cocola Media responsible for any such items prior to the Closing Date and
Christian responsible for any such items from and after the Adjustment Time.
Notwithstanding the preceding sentence, there shall be no adjustment for, and
Cocola Media shall remain solely liable with respect to, any obligation or
liability not being assumed by Christian pursuant to Section 2.2(b).

                  (c) At least five business days prior to the Closing,
Transferor will deliver to Transferee a preliminary settlement statement with
respect to the WCFC Assets or the KWOK Assets, as the case may be (the
"Preliminary Report"), certified as to completeness and accuracy by an officer
of Transferor (but without personal liability to such officer), showing in
detail the preliminary determination of the prorations referred to in Sections
2.3(a) and (b) that can be determined or estimated on the date of the
Preliminary Report, which are calculated in accordance with such Sections
together with any documents substantiating the determination of the adjustments
to the Cash Consideration proposed in the Preliminary Report. The net adjustment
shown in the Preliminary Reports will be reflected as an adjustment to the Cash
Consideration payable at the Closing.

                  (d) Within 60 days after the Closing, Transferor will deliver
to Transferee a statement with respect to the WCFC Assets or the KWOK Assets, as
the case may be (the "Final Report"), similarly certified by an officer of
Transferor (but without personal liability to such officer), showing in detail
the final determination of any prorations or adjustments which were not
calculated as of the Closing Date and containing any corrections to the
Preliminary Report, together with any documents substantiating the final
calculation of the prorations or adjustments proposed in the Final Report.
Transferee will provide Transferor with reasonable access to all records which
Transferee has in its possession and which are necessary for Transferor to
prepare the Final Report.

                  (e) Within 30 days after receipt of the Final Report, each
Transferee will give each Transferor written notice of such Transferee's
objections, if any, to the other's Final Report. If there are no objections to
the Final Reports, the net amount of any adjustments to the Cash Consideration
paid at Closing reflected in the Final Reports shall be promptly paid by the
appropriate party. If there are objections to either Final Report, the



<PAGE>   14


                                     - 14 -

parties shall use good faith efforts to jointly resolve the objections within 30
days of Transferor's receipt of Transferee's written notice of objections, which
resolution, if achieved, shall be binding upon both parties to this Agreement
and not be subject to dispute or review. If the parties cannot resolve the
discrepancies to their mutual satisfaction within such 30-day period, the
parties shall, within the following 10 days, jointly designate a national
independent public accounting firm to be retained to review the Final Reports
together with the notice(s) of objections and any other relevant documents. The
parties agree that the foregoing independent public accounting firm shall not be
one that is regularly engaged by either party or its Affiliates. The cost of
retaining such independent public accounting firm shall be borne equally by the
parties. Such firm shall report its conclusions as to adjustments pursuant to
this Section 2.3(e) which shall be conclusive on all parties to this Agreement
and not be subject to dispute or review. If, after resolution of the Final
Reports, an additional adjustment to the Cash Consideration is appropriate with
respect to the amount of the adjustments paid or credited at the Closing, the
appropriate party shall promptly pay such amount.

             (f) Nothing contained in this Section 2.3 is intended or shall be 
deemed to amend or modify the indemnification provisions of Article 10 or to
reallocate responsibility for the matters set forth therein.

                                    ARTICLE 3
                                   THE CLOSING

         3.1 Time and Place of Closing. Subject to (a) the requirements of
Section 6.19, (b) satisfaction or, to the extent permissible by law, waiver (by
the party for whose benefit the closing condition is imposed), on the Closing
Date of the closing conditions described in Articles 7, 8 and 9, and (c) the
provisions of Section 11.2 hereof, the closing of the transactions contemplated
by this Agreement (the "Closing") shall take place at the offices of Dow, Lohnes
& Albertson, PLLC, 1200 New Hampshire Avenue, N.W., Washington, D.C. or at such
other place as the parties shall mutually agree, at 10:00 a.m., local time, on
August 28, 1998 (the "Closing Date"). Notwithstanding the foregoing, but subject
to the provisions of Section 11.2, to the extent that on the date otherwise
scheduled for Closing hereunder, any of the conditions precedent set forth in
Sections 7.1, 7.2, 8.4, 8.10 (subject to Section 6.19), 9.4 and 9.10 are not
satisfied (other than as the result of a permanent, final, non-appealable
injunction prohibiting the consummation of this Agreement), the Closing Date
shall be postponed to a date reasonably agreed to by Christian and Paxson-38
that is not more than five (5) business days after the date on which the
circumstances preventing such conditions from being satisfied are no longer
applicable. In the event any material loss or damage of the Assets exists on the
Closing Date, then, notwithstanding any other provision



<PAGE>   15


                                     - 15 -

of this Agreement, the Transferee at its option may extend the Closing Date for
a period of up to sixty (60) days until such time as the Transferor shall have
repaired, replaced and restored any such damaged or lost Asset substantially to
its prior condition. Alternatively, at the request of the Transferee, the
Transferor shall assign to the Transferee the insurance proceeds and pay to the
Transferee the applicable deductible relating to the loss or damage and
consummate the transactions contemplated hereby on the Closing Date.

         3.2  Deliveries by Christian.  At the Closing, Christian shall deliver,
or cause to be delivered, to Paxson-38 the following:

              (a) Bills of sale of personal property, assignments and other
instruments of transfer and conveyance duly executed by Christian, transferring
and assigning to Paxson-38 the WCFC Assets, free and clear of all Encumbrances,
other than Permitted Encumbrances;

              (b) An Assignment and Assumption of Contracts substantially in the
form of Exhibit A-1 attached hereto (the "Assumption Agreement") duly executed
by Christian;

              (c) An Assignment and Assumption of FCC Licenses substantially in
the form of Exhibit A-2 attached hereto (the "Assignment and Assumption of FCC
Licenses") duly executed by Christian;

              (d) A Programming Agreement substantially in the form of Exhibit B
attached hereto (the "Programming Agreement") duly executed by Christian;

              (e) The opinions, certificates, consents and other documents
contemplated by Article 9 hereof; and

              (f) The Christian Material Consents and any other consents
received by Christian.

         3.3  Deliveries by Paxson-38.  At the Closing, subject to Section 6.19,
Paxson-38 shall deliver, or cause to be delivered, to Christian the following:

              (a) Bills of sale of personal property, assignments and other
instruments of transfer and conveyance duly executed by Cocola Media,
transferring and assigning to Christian the KWOK Assets, free and clear of all
Encumbrances, other than Permitted Encumbrances;



<PAGE>   16


                                     - 16 -

              (b) The Assumption Agreement (with respect to the KWOK Contracts),
duly executed by Cocola Media, and the Assumption Agreement (with respect to the
WCFC Contracts), duly executed by Paxson-38;

              (c) The Assignment and Assumption of FCC Licenses (with respect to
the KWOK FCC Licenses), duly executed by Cocola Media, and the Assignment and
Assumption of FCC Licenses (with respect to the WCFC FCC Licenses), duly
executed by Paxson-38;

              (d) The Programming Agreement duly executed by PCC and Paxson-38;

              (e) The opinions, certificates and other documents contemplated by
Article 8 hereof; and

              (f) The Paxson-38 Material Consents and any other consents
received by Paxson-38 or Cocola Media.

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF CHRISTIAN

         Christian hereby represents and warrants to Paxson-38 as follows:

         4.1 Organization. Christian is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Illinois. Christian
has the requisite corporate power and authority to carry on its business as it
is now being conducted.

         4.2 Authority Relative to this Agreement. Christian has the necessary
corporate power and authority to execute and deliver this Agreement and the
Christian Ancillary Documents and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of this Agreement and the
Christian Ancillary Documents, and the consummation of the transactions
contemplated hereby and thereby by Christian, have been duly and validly
authorized and approved by all necessary corporate action by Christian. This
Agreement and each of the Christian Ancillary Documents (when executed) have
been duly and validly executed and delivered by Christian and, assuming the due
authorization, execution and delivery by Paxson-38, constitute valid and binding
agreements, enforceable against Christian in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally and to general principles of equity.



<PAGE>   17


                                     - 17 -

         4.3      Noncontravention; Consents and Approvals.

                  (a) Except as set forth in Schedule 4.3, assuming that all
filings, permits, authorizations, consents and approvals or waivers thereof have
been duly made or obtained pursuant to Section 4.3(b), the execution and
delivery of this Agreement and the Christian Ancillary Documents by Christian
and the consummation by Christian of the transactions contemplated hereby and
thereby will not (i) conflict with or violate any provisions of the articles of
incorporation or bylaws of Christian,(ii) violate any statute, ordinance, rule,
regulation, order, judgment or decree applicable to Christian or by which
Christian or any of the WCFC Assets may be bound or affected (assuming the
compliance therewith of Paxson- 38), or (iii) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of any Encumbrance on
any of the WCFC Assets pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which Christian is a party or by which it or any of the WCFC
Assets are bound or affected, excluding from the foregoing clauses (ii) and
(iii) violations, breaches or defaults that would not, individually or in the
aggregate, have a WCFC Material Adverse Effect.

                  (b) No consent, waiver, license, approval, authorization,
order or permit or registration or filing with or notification to any
governmental entity or other third party is necessary for the execution and
delivery of this Agreement and the Christian Ancillary Documents by Christian or
the consummation by Christian of the transactions contemplated by this Agreement
and the Christian Ancillary Documents or the compliance by Christian with any
provision of this Agreement and the Christian Ancillary Documents, except (i)
the FCC Consent, (ii) filings with respect to sales and other transfer taxes,
(iii) such filings as may be required under the HSR Act, (iv) such filings,
registrations, notifications, permits, authorizations, consents or approvals
that result solely from specific legal or regulatory status of Paxson-38 or as a
result of any other facts that specifically relate to the business or activities
in which Paxson-38 is engaged, and (v) the consent of or notice to each party
identified on Schedule 4.3.

         4.4      Litigation. Except as set forth in Schedule 4.4, there are no
legal, administrative, arbitration or other proceedings or governmental
investigations pending or, to the knowledge of Christian, threatened, against or
affecting the WCFC Assets.

         4.5      Taxes. To the knowledge of Christian, Christian has duly filed
all Tax Returns, including extensions (including, but not limited to, those
filed on a consolidated, combined or unitary basis), required to have been filed
by it prior to the date hereof.



<PAGE>   18


                                     - 18 -

Christian has paid or, prior to the Adjustment Time will pay, all Taxes shown on
such Tax Returns as being due or (except to the extent the same are contested in
good faith) claimed to be due any federal, state, local or other taxing
authority, and, except as set forth in Schedule 4.5, Christian has not received
any notice of the assessment or proposed assessment of any additional Taxes.

         4.6 Tangible Personal Property. Christian has good title to the WCFC
Tangible Personal Property, and as of the Closing Date none of the WCFC Tangible
Personal Property will be subject to any Encumbrance, except for Permitted
Encumbrances. The WCFC Tangible Personal Property is in reasonable operating
condition and repair (subject to normal wear and tear), and is available for
immediate use in the conduct of the business or operations of WCFC, except for
that which is subject to routine maintenance or repair. All items of WCFC
Tangible Personal Property (i) have been maintained in a manner consistent in
all material respects with generally accepted standards of good engineering
practice and (ii) will permit Paxson-38 to operate WCFC in all material respects
in accordance with the terms of the WCFC FCC Licenses.

         4.7 Compliance with Laws. The business and operations of Christian with
respect to WCFC are not being conducted in violation of any law, ordinance or
regulation of any Governmental Authority, except for possible violations which,
individually or in the aggregate, would not have a WCFC Material Adverse Effect.

         4.8 FCC Licenses. Schedule 2.1(c)(ii) accurately and completely lists
all WCFC FCC Licenses and all material WCFC Licenses issued by Governmental
Authorities other than the FCC. Except as set forth on Schedule 2.1(c)(ii), all
of the WCFC FCC Licenses have been validly issued pursuant to Final Orders, are
in full force and effect and Christian has fulfilled and performed all of its
obligations with respect thereto in all material respects and has full power and
authority to operate thereunder. Christian holds all WCFC FCC licenses necessary
to enable Christian to conduct the business and operations of WCFC in all
material respects as currently conducted. Except as set forth in Schedule
2.1(c)(ii), (i) none of the WCFC FCC Licenses is subject to any restriction or
condition that would limit the full operation of WCFC as now conducted, and (ii)
Christian has no reason to believe that any of the WCFC FCC Licenses would not
be renewed by the FCC in the ordinary course. True and complete copies of the
WCFC FCC Licenses are attached to Schedule 2.1(c)(ii). Except as set forth on
Schedule 2.1(c)(ii), on or before October 1, 1996, Christian made a valid
election of must carry with respect to each cable system located within WCFC's
Area of Dominant Influence, no cable system has advised Christian of any signal
quality or copyright indemnity or other prerequisite to cable carriage of WCFC's
signal, and no cable system has declined or threatened to decline such carriage
or failed to respond to a request for carriage or sought any form of relief from
carriage from the FCC. All material returns, reports and



<PAGE>   19


                                     - 19 -

statements that Christian is currently required to file with the FCC or with any
other Governmental Authority with respect to WCFC have been filed, and all
reporting requirements of the FCC and other Governmental Authorities with
respect to WCFC have been complied with in all material respects. All of such
returns, reports and statements are substantially complete and correct as filed.
Christian has timely paid to the FCC all annual regulatory fees payable by
Christian with respect to the WCFC FCC Licenses.

         4.9  Brokers and Finders. Except as provided in Section 6.7 hereof,
neither Christian nor any of its officers, directors, partners or employees has
employed any broker or finder in connection with the transactions contemplated
by this Agreement or incurred any liability for any brokerage fees, commissions
or finders' fees in connection with the transactions contemplated by this
Agreement.

         4.10 Insurance. Schedule 4.10 is a true and complete list of all
insurance policies of Christian related to the WCFC Assets. All policies of
insurance listed in Schedule 4.10 are in full force and effect as of the date of
this Agreement.

         4.11 Employee Benefit Liabilities. Neither Christian nor any entity
required to be combined with it (as determined under Internal Revenue Code
Sections 414(b), (c), (m), (n) or (o)) has incurred, or expects to incur as a
result of the consummation of the transactions contemplated under this
Agreement, any cost, fee, expense, liability, claim, suit, obligation, or other
damage with respect to any "employee benefit plan" (as defined in section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or
any benefit arrangement not subject to ERISA that could give rise to the
imposition of any liability, cost, fee, expense, or obligation on Paxson-38 or
any of its Affiliates; and, to the knowledge of Christian, no facts or
circumstances exist that could give rise to any such cost, fee, expense,
liability, claim, suit, obligation, or other damage.

         4.12 Contracts. All of the WCFC Contracts are valid and binding and, to
the knowledge of Christian, in full force and effect and legally enforceable in
accordance with their terms upon the other parties thereto. There is not under
any WCFC Contract any default by Christian or, to the knowledge of Christian,
any other party thereto or event which, after notice or lapse of time, or both,
would constitute a default, except for defaults which, individually or in the
aggregate, would not have a WCFC Material Adverse Effect.

         4.13 Disclosure. To the knowledge of Christian, no statement of a
material fact by Christian contained in this Agreement, and all exhibits and
schedules related hereto, contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements herein
or therein not misleading in light of the circumstances under which they were
made.



<PAGE>   20


                                     - 20 -

                                    ARTICLE 5
                   REPRESENTATIONS AND WARRANTIES OF PAXSON-38

         Paxson-38 hereby represents and warrants to Christian as follows:

         5.1      Organization. Paxson-38 is a corporation duly incorporated, 
validly existing and in good standing under the laws of the State of Florida.
Cocola Media is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of California. Paxson-38 and Cocola Media
each has the requisite corporate power and authority to carry on its respective
business as it is now being conducted.

         5.2      Authority Relative to this Agreement. Paxson-38 has the 
necessary corporate power and authority to execute and deliver this Agreement
and the Paxson-38 Ancillary Documents and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement
and the Paxson-38 Ancillary Documents, and the consummation of the transactions
contemplated hereby and thereby by Paxson-38, have been duly and validly
authorized and approved by all necessary corporate action by Paxson-38. This
Agreement and each of the Paxson-38 Ancillary Documents (when executed) have
been duly and validly executed and delivered by Paxson-38 and, assuming the due
authorization, execution and delivery by Christian, constitute its valid and
binding agreements, enforceable against Paxson-38 in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity.

         5.3      Noncontravention; Consents and Approvals.

                  (a) Except as set forth in Schedule 5.3, assuming that all
filings, permits, authorizations, consents and approvals or waivers thereof have
been duly made or obtained pursuant to Section 5.3(b), the execution and
delivery of this Agreement and the Paxson-38 Ancillary Documents by Paxson-38
and Cocola Media and the consummation by each of Paxson-38 and Cocola Media of
the transactions contemplated hereby and thereby will not (i) conflict with or
violate any provisions of its certificate of incorporation or bylaws, (ii)
violate any statute, ordinance, rule, regulation, order, judgment or decree
applicable to Paxson-38 or Cocola Media or by which Paxson-38 or Cocola Media or
any of the KWOK Assets may be bound or affected (assuming the compliance
therewith of Christian), or (iii) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of any Encumbrance on any of the KWOK
Assets



<PAGE>   21


                                     - 21 -

pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which Paxson-38
or Cocola Media is a party or by which it or any of the KWOK Assets are bound or
affected, excluding from the foregoing clauses (ii) and (iii) violations,
breaches or defaults that would not, individually or in the aggregate, have a
KWOK Material Adverse Effect.

                  (b) No consent, waiver, license, approval, authorization,
order or permit or registration or filing with or notification to any
governmental entity or other third party is necessary for the execution and
delivery of this Agreement and the Paxson-38 Ancillary Documents by Paxson-38 or
the consummation by Paxson-38 or Cocola Media of the transactions contemplated
by this Agreement and the Paxson-38 Ancillary Documents or the compliance by
Paxson-38 with any provision of this Agreement and the Paxson-38 Ancillary
Documents, except (i) the FCC Consent, (ii) filings with respect to sales and
other transfer taxes, (iii) such filings as may be required under the HSR Act,
(iv) such filings, registrations, notifications, permits, authorizations,
consents or approvals that result solely from the specific legal or regulatory
status of Christian or as a result of any other facts that specifically relate
to the business or activities in which Christian is engaged, and (v) the consent
of or notice to each party identified on Schedule 5.3.

         5.4      Litigation. Except as set forth in Schedule 5.4, there are no
legal, administrative, arbitration or other proceedings or governmental
investigations pending or, to the knowledge of Paxson-38, threatened, against or
affecting the KWOK Assets.

         5.5      Taxes. To the knowledge of Paxson-38, Paxson-38 has duly filed
all Tax Returns including extensions (including, but not limited to, those filed
on a consolidated, combined or unitary basis), required to have been filed by it
prior to the date hereof. Paxson-38 has paid or, prior to the Adjustment Time
will pay, all Taxes shown on such Tax Returns as being due or (except to the
extent the same are contested in good faith) claimed to be due any federal,
state, local or other taxing authority, and, except as set forth in Schedule
5.5, Paxson-38 has not received any notice of the assessment or proposed
assessment of any additional Taxes.

         5.6      Tangible Personal Property. To the knowledge of Paxson-38,
Cocola Media has or at the Closing will have good title to the KWOK Tangible
Personal Property owned by Cocola Media, and as of the Closing Date none of the
KWOK Tangible Personal Property will be subject to any Encumbrance, except for
Permitted Encumbrances. The KWOK Tangible Personal Property is or at the Closing
will be in reasonable operating condition and repair (subject to normal wear and
tear), and is or at the Closing will be available for immediate use in the
conduct of the business or operations of KWOK, except for that which is subject
to routine maintenance or repair. All items of KWOK Tangible Personal Property



<PAGE>   22


                                     - 22 -

(i) have been or will be maintained in a manner consistent in all material
respects with generally accepted standards of good engineering practice and (ii)
will permit Christian to operate KWOK in all material respects in accordance
with the terms of the KWOK FCC Licenses.

         5.7 Compliance with Laws. The business and operations of Paxson-38 and,
to the knowledge of Paxson-38, of Cocola Media and North Bay with respect to
KWOK are not being conducted in violation of any law, ordinance or regulation of
any Governmental Authority, except for possible violations which, individually
or in the aggregate, would not have a KWOK Material Adverse Effect.

         5.8 FCC Licenses. Schedule 2.1(d)(ii) accurately and completely lists
all KWOK FCC Licenses and all KWOK Licenses issued by Governmental Authorities
other than the FCC. Except as set forth on Schedule 2.1(d)(ii), all of the KWOK
FCC Licenses have been validly issued to North Bay pursuant to Final Orders, are
in full force and effect, and, to the knowledge of Paxson-38, North Bay has
fulfilled and performed all of its obligations with respect thereto in all
material respects and has full power and authority to operate thereunder. North
Bay holds all KWOK FCC Licenses necessary to enable North Bay to conduct the
business and operations of KWOK in all material respects as currently conducted.
Except as set forth in Schedule 2.1(d)(ii), (i) none of the KWOK FCC Licenses is
subject to any restriction or condition that would limit the full operation of
KWOK as now conducted, and (ii) Paxson-38 has no reason to believe that any of
the KWOK FCC Licenses would not be renewed by the FCC in the ordinary course.
True and complete copies of the KWOK FCC Licenses are attached to Schedule
2.1(d)(ii). All material returns, reports and statements that North Bay is
currently required to file with the FCC or with any other Governmental Authority
with respect to KWOK have been filed, and all reporting requirements of the FCC
and other Governmental Authorities with respect to KWOK have been complied with
in all material respects. All of such returns, reports and statements are
substantially complete and correct as filed. North Bay has timely paid to the
FCC all annual regulatory fees payable by North Bay with respect to the KWOK FCC
Licenses. Schedule 2.1(d)(ii) sets forth each cable system located within KWOK's
Area of Dominant Influence for which North Bay is entitled to elect must-carry
in accordance with 47 C.F.R. 76.64(f)(4).

         5.9 Brokers and Finders. Neither Paxson-38 nor any of its officers,
directors, partners or employees has employed any broker or finder in connection
with the transactions contemplated by this Agreement or incurred any liability
for any brokerage fees, commissions or finders' fees in connection with the
transactions contemplated by this Agreement.



<PAGE>   23


                                     - 23 -

         5.10 Insurance. Schedule 5.10 is a true and complete list of all
insurance policies obtained or to be obtained by Paxson-38 and Cocola Media
related to the KWOK Assets. All policies of insurance listed in Schedule 5.10
are as of the date of this Agreement in full force and effect or at Closing will
be in full force and effect.

         5.11 Employee Benefit Liabilities. Neither Paxson-38 or any entity
required to be combined with Paxson-38 nor, to the knowledge of Paxson-38,
Cocola Media or any entity required to be combined with it (in each case as
determined under Internal Revenue Code Sections 414(b), (c), (m), (n) or (o))
has incurred, or expects to incur as a result of the consummation of the
transactions contemplated under this Agreement, any cost, fee, expense,
liability, claim, suit, obligation, or other damage with respect to any
"employee benefit plan" (as defined in section 3(3) of ERISA or any benefit
arrangement not subject to ERISA) that could give rise to the imposition of any
liability, cost, fee, expense, or obligation on Christian or any of its
Affiliates; and, to the knowledge of Paxson-38, no facts or circumstances exist
that could give rise to any such cost, fee, expense, liability, claim, suit,
obligation, or other damage.

         5.12 Contracts. All of the KWOK Contracts are valid and binding and, to
the knowledge of Paxson-38, in full force and effect and legally enforceable in
accordance with their terms upon the other parties thereto. There is not under
any KWOK Contract any default by Paxson-38 or, to the knowledge of Paxson-38,
any other party thereto or event which, after notice or lapse of time or both,
would constitute a default, except for defaults which, individually or in the
aggregate, would not have a KWOK Material Adverse Effect. Cocola Media has
cancelled the option granted to Marin TV Service Partners, Ltd. ("Marin TV")
pursuant to the Stock Option Agreement dated October, 1996, between Cocola Media
and Marin TV.

         5.13 Cocola Stock Purchase Agreement. Paxson-38 has entered into the
Cocola Stock Purchase Agreement, and the Cocola Stock Purchase Agreement is in
full force and effect. Paxson-38 shall (i) use commercially reasonable efforts
to maintain the Cocola Stock Purchase Agreement in full force and effect in
accordance with its terms, (ii) use commercially reasonable efforts to comply
with the terms of the Cocola Stock Purchase Agreement applicable to it, (iii)
not terminate, amend, modify or waive any of its rights or Gary Cocola's
obligations under the Cocola Stock Purchase Agreement without Christian's prior
written consent, which consent shall not be unreasonably withheld, (iv) use
commercially reasonable efforts to enforce its rights under the Cocola Stock
Purchase Agreement, and (v) use commercially reasonable efforts to consummate
the closing of the purchase and sale transactions contemplated by the Cocola
Stock Purchase Agreement on the earliest date permitted thereunder.



<PAGE>   24


                                     - 24 -

         5.14 WPXE Sale. Paxson Communications of Milwaukee-55, Inc. and Paxson
Milwaukee License, Inc. (collectively, "Paxson Milwaukee"), Affiliates of
Paxson-38, have entered into an Asset Purchase Agreement dated as of the date
hereof (the "WPXE Purchase Agreement") with DP Media of Milwaukee, Inc. ("DP
Media"), pursuant to which Paxson Milwaukee agrees to sell to DP Media
substantially all of the assets, including the licenses, permits and other
authorizations issued by the FCC to Paxson Milwaukee License, Inc., used or
useful in the business and operations of Television Station WPXE(TV) (formerly,
WHKE- TV), Kenosha, Wisconsin ("WPXE"). Paxson-38 shall cause Paxson Milwaukee
to (i) use commercially reasonable efforts to maintain the WPXE Purchase
Agreement in full force and effect in accordance with its terms, (ii) use
commercially reasonable efforts to comply with the terms of the WPXE Purchase
Agreement applicable to it, (iii) not terminate, amend, modify or waive any of
its rights or DP Media's obligations under the WPXE Purchase Agreement without
Christian's prior written consent, which consent shall not be unreasonably
withheld, (iv) use commercially reasonable efforts to enforce Paxson Milwaukee's
rights under the WPXE Purchase Agreement, and (v) use commercially reasonable
efforts to consummate the closing of the purchase and sale transactions
contemplated by the WPXE Purchase Agreement on the earliest date permitted
thereunder.

         5.15 Disclosure. To the knowledge of Paxson-38, no statement of a
material fact by Paxson-38 contained in this Agreement, and all exhibits and
schedules related hereto, contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements herein
or therein not misleading in light of the circumstances under which they were
made.

                                    ARTICLE 6
                            COVENANTS OF THE PARTIES

         6.1  Conduct of Business.

              (a) Except as specifically provided in this Agreement, or set
forth in Schedule 6.1(a) with respect to Christian and Schedule 6.1(b) with
respect to Paxson-38, during the period from the date of this Agreement to the
Closing Date, Christian will conduct the business and operations of WCFC in the
ordinary course consistent with past practices, and Paxson-38 will cause Cocola
Media to construct KWOK in accordance with the Construction Agreement and
thereafter conduct the business and operations of KWOK in the ordinary course
and in accordance with the terms of the Cocola KWOK TBA. Without limiting the
generality of the foregoing, except as otherwise expressly provided in this
Agreement, prior to the Closing Date, (i) without the prior written consent of
Paxson-38, Christian, with respect to WCFC, and (ii) without the prior written
consent of Christian,



<PAGE>   25


                                     - 25 -

Cocola Media, with respect to KWOK, will not (A) sell, transfer, lease, license,
pledge, encumber, mortgage, remove from the premises of WCFC or KWOK, as the
case may be, or otherwise dispose of, or agree to sell, transfer, lease,
license, pledge, encumber, mortgage, remove from the premises of WCFC or KWOK,
as the case may be, or otherwise dispose of (each of the actions described in
clause A above is a "Transfer"), any of the WCFC Assets or the KWOK Assets, as
the case may be, except (x) that a "Transfer" shall not include any lien
disclosed on Schedule 6.1(a) or 6.1(b), each of which shall be removed upon or
before the Closing and (y) for Permitted Encumbrances, (B) modify in any respect
the WCFC Contracts or the KWOK Contracts, as the case may be, (C) cause or
permit, by any act or failure to act, any of the WCFC Licenses or KWOK Licenses,
as the case may be, to expire or be revoked, suspended or adversely modified, or
any Governmental Authority to institute proceedings for the revocation,
suspension or adverse modification of the WCFC Licenses or KWOK Licenses, as the
case may be, or (D) cause, by any act or failure to act, any cable system
located within the Area of Dominant Influence or Designated Market Area of WCFC
or KWOK, as the case may be, to refuse to carry the signal of WCFC or KWOK,
respectively.

                  (b) Christian and Paxson-38 shall each use their commercially
reasonable efforts to maintain (or cause to be maintained) the WCFC Assets and
the KWOK Assets, respectively, in good condition (ordinary wear and tear
excepted), and use and operate (or cause to be used and operated) the WCFC
Assets and KWOK Assets, respectively, in a reasonable manner and in accordance
with the terms of the WCFC FCC Licenses and KWOK FCC Licenses, respectively, all
rules and regulations of the FCC and generally accepted standards of good
engineering practice. If any loss, damage, impairment, confiscation or
condemnation of or to any of the WCFC Assets or KWOK Assets occurs, Christian,
Paxson-38 or Cocola Media, as the case may be, shall repair, replace or restore
the WCFC Assets or KWOK Assets, respectively, to their prior condition as
represented in this Agreement as soon thereafter as possible, and Christian,
Paxson-38 or Cocola Media, as the case may be, shall use the proceeds of any
claim under any insurance policy solely to repair, replace or restore any of the
WCFC Assets or KWOK Assets, respectively, that are lost, damaged, impaired or
destroyed.

                  (c) Christian, Paxson-38 and Cocola Media each shall comply in
all material respects with the terms of the WCFC FCC Licenses and KWOK FCC
Licenses, respectively, and with all laws, rules and regulations applicable or
relating to the ownership and operation of WCFC and KWOK, respectively.

                  (d) Paxson-38 shall use commercially reasonable efforts to
complete construction of KWOK and file an appropriate application for covering
license no later than April 22, 1998, subject to delays caused by circumstances
or events not within the reasonable



<PAGE>   26


                                     - 26 -

control of Paxson-38. No later than the first business day after KWOK commences
broadcast operations, Cocola Media shall, or shall cause North Bay to, send to
each cable system in KWOK's defined market a statement electing must-carry in
accordance with the requirements of 47 C.F.R. 76.64, and Cocola Media shall send
a copy of each such statement to Christian by overnight courier. Paxson-38 shall
promptly notify Christian if any cable system advises North Bay of any signal
quality or copyright indemnity or other prerequisite to cable carriage of KWOK's
signal, or if any cable system declines or threatens to decline such carriage or
fails to respond to a request for carriage or seeks any form of relief from
carriage from the FCC.

         6.2      Access to Information. From the date of this Agreement to the
Closing Date, Christian, Paxson-38 or Cocola Media will each give the other
party and its authorized representatives reasonable access during normal
business hours (and at such other times as the parties may mutually agree) upon
reasonable prior notice and approval, which shall not be unreasonably withheld,
to its facilities, personnel and operations solely to the extent such
facilities, personnel and operations relate to the WCFC Assets or the KWOK
Assets, as the case may be, and to its books and records relating to the WCFC
Assets or the KWOK Assets; provided, that any inspection of the WCFC Assets or
the KWOK Assets, as the case may be, or discussion with personnel regarding the
WCFC Assets or the KWOK Assets, as the case may be, shall occur only if a
representative of the party granting such access is present. Each party to this
Agreement and its accountants, counsel and other representatives shall, in the
exercise of the rights described in this Section 6.2, not unduly interfere with
the operations or business of the other party hereto.

         6.3      FCC Consent.

                  (a) The exchange of the WCFC Assets for the KWOK Assets as
contemplated by this Agreement is subject to obtaining the FCC Consent.

                  (b) Within five (5) business days of the execution of this
Agreement, Christian and Paxson-38 will prepare and file with the FCC an
appropriate application for the WCFC FCC Consent. The parties shall prosecute
such application with commercially reasonable diligence and otherwise use their
commercially reasonable efforts to obtain the grant of the application as
expeditiously as practicable. Each party will promptly provide to the other
party a copy of any pleading, order or other document served on it relating to
such application. Except as set forth in Schedule 6.1(b), Paxson-38 is and will
be legally, financially and otherwise qualified to be the licensee of, acquire,
own and operate the WCFC Assets under the Communications Act, and the rules,
regulations and policies of the FCC, and Paxson-38 shall take or cause to be
taken all actions necessary or appropriate to be taken



<PAGE>   27


                                     - 27 -

by Paxson-38 (or its Affiliates) to permit the FCC to approve in a timely
fashion the assignment to Paxson-38 of the WCFC FCC Licenses.

                  (c) Within five (5) business days of the execution of this
Agreement, Paxson-38 will cause Paxson Milwaukee to prepare and file with the
FCC an appropriate application for FCC consent to the assignment to DP Media of
the licenses, permits and other authorizations issued by the FCC to Paxson
Milwaukee License, Inc. for WPXE (the "WPXE FCC Licenses"). Paxson-38 will cause
Paxson Milwaukee to prosecute such application with commercially reasonable
diligence and otherwise use its commercially reasonable efforts to obtain the
grant of the application as expeditiously as possible. Paxson- 38 will promptly
provide to Christian a copy of any pleading, order or other document served on
Paxson Milwaukee relating to such application. Paxson-38 will cause Paxson
Milwaukee to take or cause to be taken all actions necessary or appropriate to
be taken by Paxson Milwaukee (or its Affiliates) to permit the FCC to approve in
a timely fashion the assignment to DP Media of the WPXE FCC Licenses. To the
knowledge of Paxson-38, DP Media is legally, financially and otherwise qualified
to be the licensee of, acquire, own and operate WPXE under the Communications
Act and the rules, regulations and policies of the FCC.

                  (d) Within five (5) business days of the commencement by KWOK
of broadcast operations pursuant to program test authority, Christian and Cocola
Media will prepare and file with the FCC an appropriate application for the KWOK
FCC Consent. The parties shall prosecute such application with commercially
reasonable diligence and otherwise use their commercially reasonable efforts to
obtain the grant of the application as expeditiously as possible. Each party
will promptly provide to the other party a copy of any pleading, order or other
document served on it relating to such application. Except as set forth in
Schedule 6.1(a), Christian is and will be legally, financially and otherwise
qualified to be the licensee of, acquire, own and operate the KWOK Assets under
the Communications Act, and the rules, regulations and policies of the FCC, and
Christian shall take or cause to be taken all actions necessary or appropriate
to be taken by Christian (or its Affiliates) to permit the FCC to approve in a
timely fashion the assignment to Christian of the KWOK FCC Licences.

                  (e) Each party agrees to comply with any condition imposed on
it by any FCC Consent, except that no party shall be required to comply with a
condition if compliance with the condition would have a material adverse effect
upon it. For purposes hereof, a condition shall not be deemed to have a
"material adverse effect" upon a party solely because it requires such party to
file periodic reports. Christian, Paxson-38 and Cocola Media, as appropriate,
shall oppose any petitions to deny or other objections filed with respect to the
applications for any FCC Consent and any requests for reconsideration or



<PAGE>   28


                                     - 28 -

review of any FCC Consent. Cocola Media and Paxson-38 shall use their
commercially reasonable efforts to have North Bay oppose any such petitions,
objections or requests.

                  (f) If the Closing shall not have occurred for any reason
within the original effective period of any FCC Consent, and neither party shall
have terminated this Agreement under Section 11.2, either Paxson-38, Cocola
Media or Christian shall request an extension of the effective period of such
FCC Consent. No extension of the effective period of any FCC Consent shall limit
the exercise by either party of its right to terminate the Agreement under
Section 11.2.

         6.4      Control of the Stations. Prior to Closing, Paxson-38 shall 
not, directly or indirectly, control, supervise or direct, or attempt to
control, supervise or direct, the operations of WCFC; those operations,
including complete control and supervision of all WCFC's programs, employees and
policies, shall be the sole responsibility of Christian. Prior to Closing,
Christian shall not, directly or indirectly, control, supervise or direct, or
attempt to control, supervise or direct, the operations of KWOK; those
operations, including complete control and supervision of all KWOK's programs,
employees and policies, shall be the sole responsibility of North Bay.

         6.5      Consummation of Agreement. Each of Christian and Paxson-38 
will use commercially reasonable efforts to perform or fulfill all conditions
and obligations to be performed or fulfilled by it under this Agreement so that
the transactions contemplated hereby shall be consummated as expeditiously as
possible, including, in the case of Paxson-38, acquiring the Cocola Stock. If
any event should occur, either within or outside the control of Christian or
Paxson-38, that would materially delay or prevent fulfillment of the conditions
to the obligations of any party hereto to consummate the transactions
contemplated by this Agreement, Christian and Paxson-38 will use their
respective commercially reasonable efforts to cure or minimize the same as
expeditiously as possible. Each party shall make all commercially reasonable
efforts to obtain (a) any consent necessary to the assignment of the WCFC
Assets, including the WCFC Contracts, and the KWOK Assets, including the KWOK
Contracts, without any materially adverse changes in the terms and conditions of
such contracts and (b) an Estoppel Certificate, substantially in the form of
Exhibit G hereto, from each landlord identified in Schedules 4.3 and 5.3.

         6.6      Public Announcements.  Except as may be required by law 
(including, without limitation, federal securities laws) or court order,
Christian and Paxson-38 will consult with each other before issuing any press
release or otherwise making any public statements with respect to the
transactions contemplated by this Agreement, and neither shall issue any such
press release or make any such public statement that is not approved by the
other parties hereto, which approval shall not be unreasonably withheld. Subject
to the requirements of



<PAGE>   29


                                     - 29 -

the preceding sentence, Paxson-38 and Christian shall issue a press release with
respect to the transactions contemplated by this Agreement no later than January
27, 1998.

         6.7 Broker. Christian and Paxson-38 acknowledge and agree that
Christian has retained the services of Media Venture Partners ("MVP") in
connection with the transactions contemplated by this Agreement. Christian
hereby agrees to pay all of the fees and expenses of MVP in connection
therewith.

         6.8  Access to Books and Records. From and after the Closing, Christian
and Paxson-38 will allow each other full access to and right to copy documents
(including, but not limited to, records, files, financial information,
accounting records, and books of account, collectively, "Records") with respect
to the WCFC Assets or the KWOK Assets, as the case may be, in each case relating
to the period prior to the Closing. Neither Christian nor Paxson-38 will destroy
any Records for a period of three (3) years after the Closing Date without
having given thirty (30) days prior notice to Christian or Paxson-38, as the
case may be, and, in the event Christian or Paxson-38, as the case may be,
wishes to copy any such Records, the other party will cooperate in making such
records available for such copying, provided arrangements are made for
reimbursement of all expenses reasonably incurred by the party furnishing such
cooperation.

         6.9  Cure. For all purposes under this Agreement, the existence or
occurrence of any events or circumstances that constitute or cause a breach of a
representation or warranty of either Christian or Paxson-38 (including, without
limitation, under the information disclosed in the Schedules hereto) on the date
such representation or warranty is made shall be deemed not to constitute a
breach of such representation or warranty if such event or circumstance is cured
in all material respects on or prior to the Closing Date.

         6.10 Confidentiality. Each of Christian and Paxson-38 agrees that all
information provided to the other (including employees, attorneys, accountants
and advisors) by such party will be treated as confidential by such other party,
and will not be used for any purpose other than in connection with the
transactions contemplated by this Agreement and, further, that it will not be
disclosed to any third party who does not have a need to know for the purpose of
assisting the party receiving such confidential information in connection with
the transactions contemplated by this Agreement, except as may be required by
law (including federal securities laws) or by court order. Confidential
information shall not include information which is in the public domain, which
is generally known within the industry, or which can be obtained through lawful
methods not involving a breach of this or any similar obligation of
confidentiality. If this Agreement is terminated, each party shall return to the
other all confidential information in its possession; provided, however, that
any confidential information retained by the recipient thereof, inadvertently or
otherwise, shall continue to be



<PAGE>   30


                                     - 30 -

subject to the provisions of this Section 6.10, notwithstanding the termination
of this Agreement.

         6.11     Insurance. During the period from the date hereof until the
Closing Date, Christian shall maintain in effect all policies of insurance
currently in effect with respect to the WCFC Assets, and Paxson-38 or Cocola
Media shall maintain in effect all policies of insurance currently in effect
with respect to the KWOK Assets.

         6.12     Risk of Loss.

                  (a) The risk of any loss, damage, impairment, confiscation, or
condemnation of any of the WCFC Assets from any cause whatsoever shall be borne
by Christian at all times prior to the Closing. If any damage or destruction of
the WCFC Assets or any other event occurs which (i) causes WCFC to cease
broadcasting operations for a period of five or more days or (ii) prevents in
any material respect signal transmission by WCFC in the normal and usual manner
and Christian fails to restore or replace the WCFC Assets so that normal and
usual transmission is resumed within fourteen days of the damage, destruction or
other event, Paxson-38, in its sole discretion, may (x) terminate this Agreement
forthwith without any further obligations hereunder upon written notice to
Christian, or (y) proceed to consummate the transaction contemplated by this
Agreement and complete the restoration and replacement of the WCFC Assets after
the Closing Date, in which event Christian shall deliver to Paxson-38 (or pay to
Paxson-38 an amount equal to) all insurance proceeds received by Christian in
connection with such damage, destruction or other event and pay to Paxson-38 the
deductible relating to the damage, destruction or other event.

                  (b) The risk of any loss, damage, impairment, confiscation, or
condemnation of any of the KWOK Assets from any cause whatsoever shall be borne
by Paxson-38 at all times prior to the Closing. If any damage or destruction of
the KWOK Assets or any other event occurs which, following the commencement by
KWOK of broadcast operations pursuant to program test authority, (i) causes KWOK
to cease broadcasting operations for a period of five or more days or (ii)
prevents in any material respect signal transmission by KWOK in the normal and
usual manner and Paxson-38 fails to restore or replace the KWOK Assets so that
normal and usual transmission is resumed within fourteen days of the damage,
destruction or other event, Christian, in its sole discretion, may (x) terminate
this Agreement forthwith without any further obligations hereunder upon written
notice to Paxson-38, or (y) proceed to consummate the transaction contemplated
by this Agreement and complete the restoration and replacement of the KWOK
Assets after the Closing Date, in which event Paxson-38 shall deliver to
Christian (or pay to Christian an amount equal to) all insurance proceeds
received by Paxson-38 or Cocola Media in



<PAGE>   31


                                     - 31 -

connection with such damage, destruction or other event and pay to Christian the
deductible relating to the damage, destruction or other event.

         6.13 HSR Act Filing. Christian and Paxson-38 agree to (a) file, or
cause to be filed, with the DOJ and FTC all filings, if any, which are required
in connection with the transactions contemplated hereby under the HSR Act within
ten (10) business days of the date of this Agreement; (b) cooperate with each
other in connection with such HSR Act filings, which cooperation shall include
furnishing the other with any information or documents in such party's
possession that may be reasonably required in connection with such filings; (c)
promptly file such other information or documents as may be requested by the FTC
or DOJ after appropriate negotiation with the DOJ or FTC of the scope of such
request; (d) furnish each other with any correspondence from or to, and notify
each other of any other communications with, the FTC or DOJ which relates to the
transactions contemplated hereunder; and (e) to the extent practicable, permit
each other to participate in any conferences with the FTC or DOJ.

         6.14 Call Letters. Subject to the following sentence, Christian and
Paxson-38 shall file all requests with the FCC necessary to allow Christian to
adopt the "WCFC" call letters for Christian's low power television station, and
to allow Paxson-38 to adopt such call letters as Paxson-38 may designate on the
current WCFC channel (Channel 38), in each case effective as of the Closing
Date. Christian's right to adopt the "WCFC" call letters for Christian's low
power television station pursuant to this Section 6.14 is contingent upon the
prior or simultaneous adoption by Paxson-38 of the call letters designated by
Paxson-38 for Channel 38 in Chicago.

         6.15 North Bay Purchase Agreement. Within five (5) days following the
commencement by KWOK of broadcast operations pursuant to program test authority,
Paxson-38 shall cause Cocola Media to provide written notice to North Bay of
Cocola Media's exercise of the KWOK Option in accordance with the terms of the
KWOK Option Agreement. Within five (5) days following the date Cocola Media
provides such written notice to North Bay, Paxson-38 shall cause Cocola Media to
execute and deliver to North Bay the North Bay Purchase Agreement in accordance
with the terms of the KWOK Option Agreement. Paxson-38 shall cause Cocola Media
to (i) use commercially reasonable efforts to maintain the North Bay Purchase
Agreement and Cocola KWOK TBA in full force and effect in accordance with their
respective terms, (ii) use commercially reasonable efforts to comply with the
terms of the North Bay Purchase Agreement and Cocola KWOK TBA applicable to it,
(iii) not terminate, amend, modify or waive any of its rights or North Bay's
obligations under the North Bay Purchase Agreement and Cocola KWOK TBA without
Christian's prior written consent, which consent shall not be unreasonably
withheld, (iv) use commercially reasonable efforts to enforce Cocola Media's
rights under the North Bay



<PAGE>   32


                                     - 32 -

Purchase Agreement, including, without limitation, Cocola Media's rights with
respect to the filing and prosecution of its application for the KWOK FCC
Consent in accordance with the terms thereof, and the Cocola KWOK TBA, and (v)
use commercially reasonable efforts to consummate the closing of the purchase
and sale transactions contemplated by the North Bay Purchase Agreement on the
earliest date permitted thereunder. Notwithstanding anything to the contrary
contained herein, Paxson-38, in its sole discretion and without any obligation
or liability to Christian, may cause Cocola Media to terminate the North Bay
Purchase Agreement in accordance with its terms, except that Paxson-38 shall
immediately notify Christian of any such termination.

         6.16 KWOK Programming Agreement. No later than five (5) business days
prior to the commencement of broadcast operations by KWOK pursuant to program
test authority, Paxson-38 shall cause Cocola Media to duly execute and deliver
to Christian, and Christian shall duly execute and deliver to Cocola Media, the
KWOK Programming Agreement.

         6.17 KWOK Master Control Services. Upon written notice from Christian
to Paxson-38 no later than ten (10) business days prior to Closing, Christian
may, at its option, require Paxson-38 or an Affiliate of Paxson-38 designated by
Paxson-38 to enter into with Christian the KWOK Services Agreement substantially
in the form of Exhibit I hereto (the "KWOK Services Agreement"), pursuant to
which Christian shall retain Paxson-38 or such Affiliate to provide, effective
as of the Closing, master control and related technical support services with
respect to KWOK in exchange for a monthly payment by Christian to Paxson- 38 or
such Affiliate in the amount of $25,000.

         6.18 WCFC Studio Facilities. Paxson-38 shall use commercially
reasonable efforts to obtain studio and office facilities for WCFC prior to the
Closing Date. In the event that such facilities are not available as of the
Closing Date, upon written notice from Paxson-38 to Christian no later than ten
(10) business days prior to Closing, Christian shall make available to
Paxson-38, effective as of Closing, the right to access and use the WCFC master
control facilities and such engineering space and offices as Paxson-38
reasonably requires for the operation of WCFC, rent-free, for a period not to
exceed 120 days following the Closing Date. Paxson-38 shall reimburse Christian
for such portion of the utilities charges incurred by Christian at the WCFC
studio that are allocable to Paxson-38's use of such master control facilities
and engineering space and offices.

         6.19 KWOK Alternative Closing. Notwithstanding any provision in this
Agreement, the Paxson-38 Ancillary Documents or the Christian Ancillary
Documents to the contrary, the sale of the KWOK Assets by Cocola Media to
Christian shall not be a condition to the obligations of Christian at the
Closing if the FCC prohibits the assignment of the KWOK FCC Licenses by North
Bay until one year following the commencement by KWOK



<PAGE>   33


                                     - 33 -

of broadcast operations and so long as on or prior to the Closing Date (a)
Christian shall have received the Cash Consideration, (b) KWOK shall have
commenced broadcast operations, (c) the Cocola KWOK TBA and KWOK Programming
Agreement shall be in full force and effect in accordance with their respective
terms, (d) Paxson-38 is not in material breach of its obligations hereunder, (e)
Paxson-38 owns all of the issued and outstanding capital stock of Cocola Media,
and (f) if the North Bay Purchase Agreement is in full force and effect, either
no material breach thereunder has occurred or, if a material breach thereunder
has occurred, such breach has been cured as of the Closing Date. If the
transactions contemplated by this Agreement are consummated, except that the
sale of the KWOK Assets to Christian has not occurred as contemplated by the
preceding sentence, all obligations of Paxson-38 contained in this Agreement or
any Paxson-38 Ancillary Document with respect to the sale of the KWOK Assets to
Christian, and all obligations of Christian contained in this Agreement or any
Christian Ancillary Document with respect to the purchase of the KWOK Assets
from Cocola Media, shall be postponed until a date acceptable to Paxson-38 and
Christian that is no later than ten (10) business days following the date Cocola
Media shall have acquired the KWOK FCC Licenses, whereupon Paxson-38 shall cause
Cocola Media to acquire the KWOK Assets owned by North Bay pursuant to the terms
of the North Bay Purchase Agreement, and Cocola Media shall sell, transfer,
convey and deliver to Christian, and Christian shall accept and acquire, the
KWOK Assets in accordance with the terms and conditions set forth herein and in
the Paxson-38 Ancillary Documents and the Christian Ancillary Documents.
Notwithstanding any provision herein to the contrary, if the sale of the KWOK
Assets to Christian occurs following the sale of the WCFC Assets to Paxson-38 in
accordance with the requirements of the first sentence of this Section 6.19, the
terms "Closing" and "Closing Date," as used in Section 6.12(b) hereof and in
each other provision in this Agreement concerning the computation of a period of
time that begins upon Closing or on the Closing Date (including, for example,
the computation of the survival period set forth in Section 10.1), shall mean
the consummation of the sale of the KWOK Assets to Paxson-38 and the date such
sale occurs, respectively.

                                    ARTICLE 7
                   CONDITIONS TO THE OBLIGATIONS OF EACH PARTY

         The respective obligations of each party to effect the exchange of the
WCFC Assets and the KWOK Assets contemplated by this Agreement shall be subject
to the fulfillment at or prior to the Closing of the following conditions:

         7.1       HSR Act. The waiting period under the HSR Act, if any, shall 
have expired without unresolved action by the DOJ or FTC to prevent the Closing.



<PAGE>   34


                                     - 34 -

         7.2 North Bay Closing.  Subject to Section 6.19, the consummation of 
the purchase and sale transactions contemplated by the North Bay Purchase
Agreement shall have occurred.

                                    ARTICLE 8
                   CONDITIONS TO THE OBLIGATIONS OF CHRISTIAN

         Subject to Section 6.19, the obligations of Christian to consummate the
exchange of the WCFC Assets and the KWOK Assets and to perform its other
obligations hereunder to be performed at or subsequent to the Closing shall be
subject to the fulfillment at or prior to the Closing of each of the following
additional conditions, any one or more of which may be waived by Christian:

         8.1 Representations and Warranties. All representations and warranties
of Paxson-38 contained herein shall be true and correct on the Closing Date as
though such representations and warranties were made as of such date, except (1)
to the extent any such representation or warranty is expressly stated only as of
a specified earlier date or dates, in which case such representation or warranty
shall be true and accurate in all material respects as of such earlier specified
date or dates (but subject to clause (3) hereof), (2) for changes permitted or
contemplated pursuant to this Agreement, and (3) for inaccuracies that in the
aggregate do not constitute a KWOK Material Adverse Effect; provided, however,
that for purposes of this Section 8.1 only, in determining whether there has
been a KWOK Material Adverse Effect under Section 8.1(3), the representations
and warranties shall be read as if such provisions did not include any "KWOK
Material Adverse Effect" or other materiality qualifiers, whether individually
or in the aggregate for all such representations and warranties.

         8.2 Covenants. Paxson-38 shall have performed and complied in all
material respects with all covenants and agreements contained in this Agreement
required to be performed or complied with by it on or prior to the Closing Date.

         8.3 Certificates. Paxson-38 shall have furnished a certificate of an
authorized officer to evidence compliance with the conditions set forth in
Sections 8.1 and 8.2 substantially in the form of Exhibit C attached hereto.

         8.4 Certain Proceedings. No writ, order, decree or injunction of a
court of competent jurisdiction or Governmental Authority shall have been
entered against Paxson-38, Cocola Media, North Bay or Christian that prohibits
or restricts the exchange of the WCFC Assets and the KWOK Assets contemplated
hereby.



<PAGE>   35


                                     - 35 -

         8.5 Opinion of Counsel. Christian shall have received the favorable
opinion of Dow, Lohnes & Albertson, PLLC, substantially in the form of Exhibit D
attached hereto.

         8.6 Document Delivery.  Paxson-38 shall have taken the following 
actions and delivered the following documents, appropriately executed, to
Christian:

             (a)  Made payment of the Cash Consideration and any other amount
required to be made by Paxson-38 at Closing pursuant to Section 2.1;

             (b)  All documents required to be delivered to Christian pursuant
to Section 3.3;

             (c)  Certified copies of the resolutions of the Board of Directors
of PCC and Paxson-38 authorizing the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby;

             (d)  A certificate of good standing for Paxson-38 from the State of
Florida and a certificate of good standing for Paxson-38 as a foreign
corporation in the State of Illinois;

             (e)  The Programming Agreement; and

             (f)  The KWOK Services Agreement, if requested by Christian
pursuant to Section 6.17.

         8.7 No Material Adverse Change. Since the date of this Agreement, there
shall not have occurred any material adverse change in the KWOK FCC Licenses,
other than changes resulting from matters affecting the television broadcasting
industry generally, or KWOK Tangible Personal Property.

         8.8 Consents. All Paxson-38 Material Consents shall have been obtained
and delivered to Christian, without any materially adverse change in the terms
or conditions of the related license, agreement or other instrument or
obligation to which Cocola Media or North Bay is a party or by which either of
them or the KWOK Assets are bound.

         8.9 Estoppel Certificate.  Paxson-38 shall have obtained and delivered
to Christian the Estoppel Certificate required by Section 6.5.



<PAGE>   36


                                     - 36 -

         8.10 KWOK FCC Consent. The KWOK FCC Consent shall have been granted and
shall have become a Final Order.

         8.11 WCFC FCC Consent.  The WCFC FCC Consent shall have been granted.

                                    ARTICLE 9
                   CONDITIONS TO THE OBLIGATIONS OF PAXSON-38

         The obligations of Paxson-38 under this Agreement to consummate the
exchange of the WCFC Assets and the KWOK Assets and to perform its other
obligations hereunder to be performed at or subsequent to the Closing shall be
subject to the fulfillment at or prior to the Closing of each of the following
additional conditions, any one or more of which may be waived by Paxson-38:

         9.1  Representations and Warranties. All representations and warranties
of Christian contained herein shall be true and correct on the Closing Date as
though such representations and warranties were made as of such date, except (1)
to the extent any such representation or warranty is expressly stated only as of
a specified earlier date or dates, in which cases such representation or
warranty shall be true and accurate in all material respects as of such earlier
specified date or dates (but subject to clause (3) hereof), (2) for changes
permitted or contemplated pursuant to this Agreement, and (3) for inaccuracies
that in the aggregate do not constitute a WCFC Material Adverse Effect;
provided, however, that for purposes of this Section 9.1 only, in determining
whether there has been a WCFC Material Adverse Effect under Section 9.1(3), the
representations and warranties shall be read as if such provisions did not
include any "WCFC Material Adverse Effect" or other materiality qualifiers,
whether individually or in the aggregate, for all such representations and
warranties.

         9.2  Covenants. Christian shall have performed and complied in all
material respects with all covenants and agreements contained in this Agreement
required to be performed or complied with by it on or prior to the Closing Date.

         9.3  Certificates. Christian shall have furnished a certificate of an
authorized officer to evidence compliance with the conditions set forth in
Sections 9.1 and 9.2 substantially in the form of Exhibit E attached hereto.

         9.4  Certain Proceedings.  No writ, order, decree or injunction of a 
court of competent jurisdiction or Governmental Authority shall have been
entered against Paxson-38,



<PAGE>   37


                                     - 37 -

Cocola Media, North Bay or Christian which prohibits or restricts the exchange
of the WCFC Assets and the KWOK Assets contemplated hereby.

         9.5  Opinion of Counsel. Paxson-38 shall have received the favorable
opinion of Baker & Hostetler, substantially in the form of Exhibit F attached
hereto.

         9.6  Document Delivery.  Christian shall have taken the following
actions, and delivered the following to Paxson-38, and where documents are
involved, the documents shall be appropriately executed:

              (a) All documents required to be delivered to Paxson-38 pursuant
to Section 3.2;

              (b) Certified copies of the resolutions of the Board of Directors
of Christian authorizing the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby;

              (c) A certificate of good standing for Christian from the State of
Illinois and a certificate of good standing for Christian as a foreign
corporation in the State of California;

              (d) the Programming Agreement; and

              (e) the KWOK Services Agreement, if requested by Christian
pursuant to Section 6.17.

         9.7  No Material Adverse Change. Since the date of this Agreement,
there shall not have occurred any material adverse change in the WCFC FCC
Licenses, other than changes resulting from matters affecting the television
broadcasting industry generally, or WCFC Tangible Personal Property.

         9.8  Consents. All Christian Material Consents shall have been obtained
and delivered to Paxson-38, without any materially adverse change in the terms
or conditions of the related license, agreement or other instrument or
obligation to which Christian is a party or by which it or the WCFC Assets are
bound.

         9.9  Estoppel Certificate.  Christian shall have obtained and delivered
to Paxson-38 the Estoppel Certificate required by Section 6.5.



<PAGE>   38


                                     - 38 -

         9.10 WCFC FCC Consent. The WCFC FCC Consent shall have been granted and
shall have become a Final Order.

         9.11 KWOK FCC Consent.  The KWOK FCC Consent shall have been granted.

         9.12 WPXE Sale. Paxson Milwaukee License, Inc., an Affiliate of
Paxson-38, shall have consummated the disposition of the licenses, permits and
other authorizations issued by the FCC to Paxson Milwaukee License, Inc. for the
operation of WPXE-TV, Kenosha, Wisconsin.

                                   ARTICLE 10
                                 INDEMNIFICATION

         10.1 Survival. The representations, warranties, covenants and
agreements of the parties contained in this Agreement shall survive the Closing
for a period of one (1) year after the Closing Date. Notwithstanding the
limitation set forth in the preceding sentence, the parties' obligations under
Sections 2.2, 2.3(d) and (e), 2.4, 6.8, 6.10, 10.1, 11.3 and 11.7, together with
Christian's obligation to pay, perform and discharge the Assumed KWOK
Liabilities, and Paxson-38's obligation to pay, perform and discharge the
Assumed WCFC Liabilities, shall survive until the obligations under such
Sections and such Assumed KWOK Liabilities or such Assumed WCFC Liabilities, as
the case may be, have been paid, performed or discharged in full. The foregoing
survival periods are collectively referred to herein as the "Indemnity Period."
No claim for indemnification, other than with respect to fraud, may be asserted
after the expiration of the Indemnity Period. Notwithstanding anything herein to
the contrary, any representation, warranty, covenant and agreement which is the
subject of a Claim which is asserted in writing prior to the expiration of the
Indemnity Period shall survive with respect to such Claim or any dispute with
respect thereto until the final resolution thereof.

         10.2 Indemnification. Each of Christian and Paxson-38 (the
"Indemnifying Party") agrees that on and after the Closing it shall indemnify
and hold harmless the other party (which shall include its Affiliates, including
without limitation its officers, directors, employees, agents and other
representatives) (the "Indemnified Party") from and against any and all damages,
claims, losses, expenses, costs, obligations and liabilities, including without
limitation liabilities for all reasonable attorneys', accountants' and experts'
fees and expenses, including those incurred to enforce the terms of this
Agreement or any Christian Ancillary Document or Paxson-38 Ancillary Document
(collectively, "Loss and Expense"), suffered, directly or indirectly, by the
Indemnified Party by reason of, or arising out of:



<PAGE>   39


                                     - 39 -

                  (a) any breach of a representation or warranty made by the
Indemnifying Party, as applicable, pursuant to this Agreement or any failure by
the Indemnifying Party, as applicable, to perform or fulfill any of its
respective covenants or agreements set forth in this Agreement or any Christian
Ancillary Document or Paxson-38 Ancillary Document, as applicable;

                  (b) any Legal Action or other Claim by any third party arising
from the business or the ownership or operations of any of the Assets by the
Indemnifying Party, as applicable, prior to the Closing Date, except to the
extent arising from obligations or liabilities that have been assumed by the
Indemnified Party pursuant to this Agreement;

                  (c) any failure by the Indemnifying Party, as applicable, to
pay, perform or discharge any and all liabilities of the Indemnifying Party, as
applicable, not assumed by the Indemnified Party pursuant to the terms hereof;
or

                  (d) any failure by the Indemnifying Party, as applicable, to
comply with the provisions of any bulk sales or similar law applicable to the
transfer of the Assets as contemplated by this Agreement.

         10.3     Notice of Claims. If an Indemnified Party believes that it has
suffered or incurred any Loss and Expense, it shall notify the Indemnifying
Party promptly in writing, and in any event within the applicable time period
specified in Section 10.1, describing such Loss and Expense, all with reasonable
particularity and containing a reference to the provisions of this Agreement in
respect of which such Loss and Expense shall have occurred. If any Legal Action
is instituted by a third party with respect to which an Indemnified Party
intends to claim any liability or expense as Loss and Expense under this
Article, such Indemnified Party shall promptly notify the Indemnifying Party of
such Legal Action, but the failure to so notify the Indemnifying Party shall not
relieve such Indemnifying Party of its obligations under this Article, except to
the extent such failure to notify materially prejudices such Indemnifying
Party's ability to defend against such Claim.

         10.4     Defense of Third Party Claims. The Indemnifying Party shall 
have the right to conduct and control, through counsel of its own choosing,
reasonably acceptable to the Indemnified Party, any third party Legal Action or
other Claim, but the Indemnified Party may, at its election, participate in the
defense thereof at its sole cost and expense; provided, however, that if (a) the
Indemnifying Party shall fail to defend any such Legal Action or other Claim or
(b) the Indemnified Party shall have been advised by counsel that there may be
one or more legal defenses available to it which are different from or in
addition to those available to the Indemnifying Party, then the Indemnified
Party may defend, through counsel of its own choosing, reasonably satisfactory
to the Indemnifying Party, such Legal Action or



<PAGE>   40


                                     - 40 -

other Claim, and (so long as it gives the Indemnifying Party at least fifteen
(15) days' notice of the terms of the proposed settlement thereof and permits
the Indemnifying Party to then undertake the defense thereof) settle such Legal
Action or other Claim and recover the amount of such settlement or of any
judgment and the reasonable costs and expenses of such defense. The Indemnifying
Party shall not compromise or settle any such Legal Action or other Claim
without the prior written consent of the Indemnified Party, which consent shall
not be unreasonably withheld, delayed or conditioned.

         10.5 Exclusive Remedy. Except for fraud or as otherwise provided in
Section 11.2, the indemnification provided in this Article shall be the sole and
exclusive post-Closing remedy available to either party against the other party
for any Claim under this Agreement.

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

         11.1 Escrow Deposit. Paxson-38 has deposited with the Escrow Agent on
the date hereof the Escrow Deposit. The Escrow Deposit and all interest earned
thereon shall be held and disbursed in accordance with the terms of the Escrow
Agreement and the following provisions:

              (a) If (x) on or before the expiration of the 30-day period
specified in 47 C.F.R. 73.3584(a) (the "Petition Deadline"), either (i) no
petition to deny, informal objection or other opposition is filed against the
application for the WCFC FCC Consent (collectively, the "WCFC Oppositions") or
(ii) one or more WCFC Oppositions are filed, and none of such WCFC Oppositions
could reasonably be expected to result in a dismissal or denial of the
application for the WCFC FCC Consent, and (y) Christian is not in material
breach of its obligations hereunder, Paxson-38 and Christian shall, no later
than five (5) business days following the Petition Deadline, jointly instruct
the Escrow Agent to disburse to Christian the Escrow Deposit by federal wire
transfer of immediately available funds (in accordance with written wire
instructions provided by Christian to the Escrow Agent) and disburse to
Paxson-38 all interest earned thereon.

              (b) If the requirements set forth in Section 11.1(a) above for
disbursement to Christian are not met, the Escrow Deposit and all interest
earned thereon shall be retained by the Escrow Agent and disbursed in accordance
with the terms of the Escrow Agreement and the following provisions:



<PAGE>   41


                                     - 41 -

                  (i)  At the Closing, all amounts held by the Escrow Agent 
pursuant to the Escrow Agreement, including all interest earned on the Escrow
Deposit, shall be disbursed to or at the direction of Paxson-38;

                  (ii) If this Agreement is terminated pursuant to Section 
11.2,  the Escrow Deposit shall be disbursed to Christian unless (x) Christian
is in material breach of its obligations hereunder or (y) such termination 
occurs pursuant to Section 11.2 as a result of the KWOK FCC Consent or WCFC FCC
Consent not having been obtained, or, having been obtained, not having become a
Final Order, due to the filing of a petition to deny, informal objection,
petition for reconsideration, application for review or other opposition that
challenges the qualification of Christian to assign the WCFC FCC Licenses or
acquire the KWOK FCC Licenses. If this Agreement is terminated pursuant to
Section 11.2 and either clause (x) or (y) of this Section 11.1(b)(ii) is
satisfied, all amounts held by the Escrow Agent pursuant to the Escrow
Agreement, including all interest earned on the Escrow Deposit, shall be
disbursed to or at the direction of Paxson-38.

         11.2 Termination.

              (a) Subject to Section 6.19, this Agreement may be terminated 
prior to Closing:

                  (i)   at any time by mutual written consent of Christian and 
Paxson-38;

                  (ii)  by either party, if the Closing hereunder has not taken 
place on or before July 26, 1999 (the "Termination Date"), provided that the
party seeking such termination shall not then be in material breach of its
obligations under this Agreement;

                  (iii) by Christian if all conditions set forth in Articles 7 
and 8 have not been satisfied or waived on or prior to the date scheduled for
Closing under Section 3.1, and Christian is not in material breach of its
obligations under this Agreement;

                  (iv)  by Paxson-38 if all conditions set forth in Articles 7 
and 9 have not been satisfied or waived on or prior to the date scheduled for
Closing under Section 3.1, and Paxson-38 is not in material breach of its
obligations under this Agreement;

                  (v)   by Paxson-38 or Christian, as applicable, pursuant to 
its right under Section 6.12(a) and (b), respectively, provided that the party
seeking such termination shall not then be in material breach of its obligations
under this Agreement;



<PAGE>   42


                                     - 42 -

                  (vi)  by Paxson-38 or Christian, as applicable, pursuant to 
its right under Section 11.14(a) and (b), respectively, provided that the party
seeking such termination shall not then be in material breach of its obligations
under this Agreement; and

                  (vii) by either party upon any termination of the North Bay
Purchase Agreement, provided that the party seeking such termination shall not
then be in material breach of its obligations under this Agreement.

              (b) (i)   In the event of termination of this Agreement and
abandonment of the transactions contemplated hereby by either party pursuant to
Section 11.2(a), prompt written notice thereof shall forthwith be given to the
other party and this Agreement shall terminate and the transactions contemplated
hereby shall be abandoned without further action by either party hereto. If this
Agreement is terminated as provided herein:

                        (A)  Neither party hereto nor any of their directors, 
officers, shareholders, employees, agents or affiliates shall have any liability
or further obligation to the other party or any of its directors, officers,
shareholders, employers, agents or affiliates pursuant to this Agreement with
respect to which termination has occurred, except as stated in Section
11.2(b)(ii) hereof;

                        (B)  All filings, applications and other submissions 
relating to the transactions contemplated hereby shall, to the extent
practicable, be withdrawn from the agency or other person to which made; and

                        (C)  Christian shall return any information received by
Christian from Paxson-38 and will cause all confidential information obtained by
Christian from Paxson-38 concerning KWOK to be treated as such, and Paxson-38
shall return any information received by Paxson-38 from Christian and will cause
all confidential information obtained by Paxson-38 from Christian concerning
WCFC to be treated as such.

                  (ii)  Notwithstanding anything to the contrary contained in 
this Agreement, if Christian or Paxson-38 is in breach of its respective
obligations under this Agreement prior to the date of termination of this
Agreement, then and in that event, as appropriate, the following provisions
shall apply:

                        (A)  In the event the parties hereto shall fail to 
close  this transaction due to Christian's breach of this Agreement, then
Christian shall immediately repay to Paxson-38 the entire amount of the Escrow
Deposit, if Christian shall have received the Escrow Deposit pursuant to
Section 11.1, and Paxson-38 shall have the right to seek all



<PAGE>   43


                                     - 43 -

remedies available to it as provided hereunder or at law or equity and to
enforce its rights by an action for specific performance.

                        (B)  In the event the parties hereto shall fail to 
close  this transaction due to Paxson-38's breach of this Agreement, then
Christian shall have the right to seek all remedies available to it as provided
hereunder or at law or equity and to enforce its rights by an action for
specific performance. If Christian receives the Escrow Deposit pursuant to
Section 11.1, the entire amount of the Escrow Deposit shall be credited against
any damage award that Christian may obtain against Paxson-38 or PCC as a result
of Paxson-38's breach of this Agreement.

                        (C)  Each party hereby waives any requirement for 
security or the posting of any bond or other surety in connection with any
temporary or permanent award of injunctive, mandatory or other equitable relief.
If any action is brought by any party to enforce this Agreement, the party whose
enforcement is sought shall waive the defense that there is an adequate remedy
at law. Nothing herein contained shall be construed as prohibiting either party
from pursuing any other remedies available to it pursuant to the provisions of,
and subject to the limitations contained in, this Agreement for such breach or
threatened breach.

         11.3 Expenses. Whether or not the transactions contemplated hereby are
consummated, except as otherwise specifically provided herein, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by the party incurring such costs and expenses;
provided that Christian and Paxson-38 shall each pay one-half of all filing fees
required in connection with the applications for the FCC Consent, any filings
required under the HSR Act, and the fees of the Escrow Agent pursuant to the
terms of the Escrow Agreement.

         11.4 Amendment and Modification.  This Agreement may be amended, 
modified or supplemented only by written agreement of Christian and Paxson-38.

         11.5 Waiver of Compliance; Consents. Except as otherwise provided in
this Agreement, any failure of any of the parties to comply with any obligation,
representation, warranty, covenant, agreement or condition herein may be waived
by the party entitled to the benefits thereof only by a written instrument
signed by the party granting such waiver, but such waiver or failure to insist
upon strict compliance with such obligation, representation, warranty, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with 
respect to, any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be given
in writing in a



<PAGE>   44


                                     - 44 -

manner consistent with the requirements for a waiver of compliance as set forth
in this Section 11.5.

         11.6 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given when delivered personally or by facsimile
transmission, mailed by registered or certified mail (return receipt requested),
postage prepaid, or sent by nationally recognized courier service (receipt
requested) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice; provided that notices of a
change of address shall be effective only upon receipt thereof):

                       (a) If to Christian:

                              Christian Communications of Chicagoland, Inc. 
                              38 S. Peoria Street
                              Chicago, IL  60607
                              Attention:  Mr. Jerry Rose
                              Telecopy:  (312) 433-3840

                              with copies (which shall not constitute notice) 
                              to:

                              Baker & Hostetler
                              1050 Connecticut Avenue, N.W.
                              Suite 1100
                              Washington, DC  20036
                              Attention:  Ann K. Ford, Esq.
                              Telecopy:  (202) 861-1783

                       (b) If to Paxson-38 or PCC:

                              Paxson Communications Corporation
                              601 Clearwater Park Road
                              West Palm Beach, FL  33401
                              Attention:  Mr. Lowell W. Paxson
                              Telecopy:  (561) 655-9424


<PAGE>   45


                                     - 45 -

                             with copies (which shall not constitute notice) to:

                             Dow, Lohnes & Albertson, PLLC 
                             1200 New Hampshire Avenue, N.W.
                             Suite 800
                             Washington, DC  20036
                             Attention:  John R. Feore, Jr., Esq.
                             Telecopy:  (202) 776-2222

         11.7  Assignment. Neither party may assign or transfer its rights,
interests or obligations under this Agreement without the prior written consent
of the other party, except either party may assign all or part of its rights,
interests and obligations under this Agreement to any Affiliate of such party;
provided, however, that (i) such assigning party shall remain liable to the
other party for the satisfactory performance of such assignee's obligations
under this Agreement and (ii) such assignment or delegation does not delay
receipt of the FCC Consent. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

         11.8  Governing Law. This agreement shall be governed by the laws of 
the State of Florida (but not the laws pertaining to choice of law) as to all
matters, including but not limited to matters of validity, construction, effect,
performance and remedies.

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

         11.10 Interpretation. The article and section headings contained in
this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.

         11.11 Entire Agreement. This Agreement, including the Exhibits and
Schedules hereto and the documents delivered pursuant to this Agreement embody
the entire agreement and understanding of the parties hereto in respect of the
transactions contemplated by this Agreement. The Exhibits and Schedules hereto
are an integral part of this Agreement and are incorporated by reference herein.
There are no representations, warranties, covenants or agreements made with
respect to the WCFC Assets and the KWOK Assets, except as expressly set forth in
this Agreement and the Exhibits and Schedules hereto.



<PAGE>   46


                                     - 46 -

         11.12    Severability. If any provision of this Agreement or the
application thereof to any Person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such provision to other Persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.

         11.13    Further Assurance. Subject to the terms and conditions of this
Agreement, each party to this Agreement will use commercially reasonable efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the exchange of assets contemplated by this
Agreement. From time to time after the Closing Date, without further
consideration, Christian will, at its own expense, execute and deliver, or cause
to be executed and delivered, such documents to Paxson-38 as Paxson-38 may
reasonably request in order to more effectively vest in Paxson-38 good title to
the WCFC Assets and more effectively consummate the exchange of the WCFC Assets
and the assumption of liabilities and obligations by Christian pursuant to this
Agreement. From time to time after the Closing Date, without further
consideration, Paxson-38 will, at its own expense, execute and deliver, or cause
to be executed and delivered, such documents to Christian as Christian may
reasonably request in order to more effectively vest in Christian good title to
the KWOK Assets and more effectively consummate the exchange of the KWOK Assets
and the assumption of liabilities and obligations by Paxson-38 pursuant to this
Agreement.

         11.14    Revised Schedules.

                  (a) Notwithstanding anything to the contrary contained herein,
if Christian has not, as of the date hereof (the "Signing Date"), completed
and/or delivered one or more of the Schedules referred to in this Agreement and
required to be delivered by it pursuant hereto or has not delivered one or more
of the documents required to be delivered by it pursuant hereto, then it shall
be permitted to complete and deliver such Schedules or documents to Paxson-38
after the Signing Date, but in no event later than January 30, 1998; provided,
however, that Christian shall not have the right to complete or otherwise modify
Schedule 2.1(c)(iii), which Schedule is correct and complete in the form
attached hereto. Paxson-38 shall be deemed to have accepted any such revised or
newly delivered Schedules and/or documents unless by no later than 5:00 p.m.,
Eastern Standard Time, on February 4, 1998, it shall have delivered to Christian
a notice terminating this Agreement (a "Paxson-38 Termination Notice"), together
with a certificate from an executive officer of Paxson-38 to the effect that
such revised or newly delivered Schedules and/or documents reflect matters that
could reasonably be expected to result in an increase in the obligations of
Paxson-38 hereunder or under the Paxson-38 Ancillary Documents or losses,
liabilities or damages to Paxson-38 in excess of, in the aggregate, $100,000. If
Paxson-38 delivers to Christian a Paxson-38 Termination Notice in accordance
with the preceding sentence, this Agreement



<PAGE>   47


                                     - 47 -

shall be terminated effective as of the date Christian receives the Paxson-38
Termination Notice unless Christian delivers to Paxson-38, no later than five
(5) business days following Christian's receipt of a Paxson-38 Termination
Notice, a written notice signed by an executive officer of Christian to the
effect that Christian agrees to a reduction in the Cash Consideration in an
amount equal to the increase in the obligations of Paxson-38 and the losses,
liabilities or damages to Paxson-38 resulting from the matters described by
Christian in the revised or newly delivered Schedules and/or documents,
whereupon the Paxson-38 Termination Notice shall have no force or effect and the
Cash Consideration shall be reduced by such amount. If approval of such revised
or newly delivered Schedules and/or documents is granted or is deemed granted,
any Schedules attached hereto as of the Signing Date and delivered by Christian
which have subsequently been revised shall be deemed to be amended in accordance
with such revised Schedules as of the Signing Date and such late-delivered
Schedules and/or documents shall be deemed delivered by Christian as of the
Signing Date. Christian shall not have the right to deliver any revised or new
Schedules or documents under this Section 11.14 after January 30, 1998.

                  (b) Notwithstanding anything to the contrary contained herein,
if Paxson-38 has not, as of the Signing Date, completed and/or delivered one or
more of the Schedules referred to in this Agreement and required to be delivered
by it pursuant hereto or has not delivered one or more of the documents required
to be delivered by it pursuant hereto, then it shall be permitted to complete
and deliver such Schedules or documents to Christian after the Signing Date, but
in no event later than January 30, 1998; provided, however, that Paxson-38 shall
not have the right to complete or otherwise modify Schedule 2.1(d)(iii), which
Schedule is correct and complete in the form attached hereto. Christian shall be
deemed to have accepted any such revised or newly delivered Schedules and/or
documents unless by no later than 5:00 p.m., Eastern Standard Time, on February
4, 1998, it shall have delivered to Paxson-38 a notice terminating this
Agreement (a "Christian Termination Notice"), together with a certificate from
an executive officer of Christian to the effect that such revised or newly
delivered Schedules and/or documents reflect matters that could reasonably be
expected to result in an increase in the obligations of Christian hereunder or
under the Christian Ancillary Documents or losses, liabilities or damages to
Christian in excess of, in the aggregate, $100,000. If Christian delivers to
Paxson-38 a Christian Termination Notice in accordance with the preceding
sentence, this Agreement shall be terminated effective as of the date Paxson-38
receives the Christian Termination Notice unless Paxson-38 delivers to
Christian, no later than five (5) business days following Paxson- 38's receipt
of a Christian Termination Notice, a written notice signed by an executive
officer of Paxson-38 to the effect that Paxson-38 agrees to an increase in the
Cash Consideration in an amount equal to the increase in the obligations of
Christian and the losses, liabilities or damages to Christian resulting from the
matters described by Paxson-38 in the revised or newly delivered Schedules
and/or documents, whereupon the Christian



<PAGE>   48


                                     - 48 -

Termination Notice shall have no force or effect and the Cash Consideration
shall be increased by such amount. If approval of such revised or newly
delivered Schedules and/or documents is granted or is deemed granted, any
Schedules attached hereto as of the Signing Date and delivered by Paxson-38
which have subsequently been revised shall be deemed to be amended in accordance
with such revised Schedules as of the Signing Date and such late- delivered
Schedules and/or documents shall be deemed delivered by Paxson-38 as of the
Signing Date. Paxson-38 shall not have the right to deliver any revised or new
Schedules or documents under this Section 11.14 after January 30, 1998.

                                   ARTICLE 12
                                    GUARANTY

         12.1 Guaranty. PCC irrevocably guarantees (the "Guaranty"), as
principal and not as surety, to Christian, its successors and permitted assigns
full and prompt performance by Paxson-38 (which for all purposes hereof shall
include all Affiliates thereof and any assignee(s) of Paxson-38 permitted under
Section 11.7) of all of its obligations under or pursuant to this Agreement and
all Paxson-38 Ancillary Documents in accordance with the terms hereof and
thereof (the "Guaranteed Obligations"). The Guaranty shall apply and survive
until all obligations of Paxson-38 under this Agreement and all Paxson-38
Ancillary Documents are performed and satisfied in accordance with the terms
hereof and thereof. PCC hereby waives any provision of any statute or judicial
decision otherwise applicable hereto which restricts or in any way limits the
rights of any obligee against a guarantor or surety following a default or
failure of performance by an obligor with respect to whose obligations the
guarantee is provided. To the fullest extent permitted by applicable law, PCC
hereby waives diligence, presentment to, demand of payment from and protest of
any Guaranteed Obligation, and also waives notice of acceptance of its guarantee
and notice of protest for nonpayment. To the fullest extent permitted by
applicable law, the obligations of PCC hereunder shall not be affected by (a)
the failure of Christian to assert any claim or demand or to enforce any right
or remedy against Paxson-38 pursuant to the provisions of this Agreement or
otherwise and (b) any rescission, waiver, amendment or modification of, or any
release from any of the terms or provisions of this Agreement or the Paxson-38
Ancillary Documents, unless consented to in writing by Christian and Paxson-38.

         12.2 Representations and Warranties of PCC. PCC hereby represents and
warrants to Christian as follows: (i) PCC is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to execute, deliver and
perform this Guaranty according to its terms; (ii) the execution, delivery and
performance of this Guaranty and the consummation of the transactions
contemplated hereby by PCC have been duly authorized by all necessary



<PAGE>   49


                                     - 49 -

corporate action on the part of PCC; (iii) this Guaranty has been duly executed
and delivered by PCC and constitutes the legal, valid and binding obligation of
PCC enforceable against PCC in accordance with its terms, except as the
enforceability of this Guaranty may be affected by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and by judicial discretion in
the enforcement of equitable remedies; and (iv) the execution, delivery and
performance of this Guaranty: (1) do not require the consent of any third party,
(2) do not conflict with the Certificate of Incorporation or bylaws of PCC, and
(3) do not conflict in any material respect with, result in a material breach
of, or constitute a material default under any law, judgment, order, ordinance,
injunction, decree, rule, regulation or ruling of any court or governmental
authority applicable to PCC or any material contract or agreement to which PCC
is a party or by which PCC may be bound.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



<PAGE>   50


                                     - 50 -

         IN WITNESS WHEREOF, Christian, Paxson-38 and PCC have caused this Asset
Exchange Agreement to be signed by their respective duly authorized officers as
of the date first above written.

                                    PAXSON COMMUNICATIONS OF
                                    CHICAGO-38, INC.


                                    By: /s/ Lowell W. Paxson
                                       -----------------------------------------
                                          Name:  Lowell W. Paxson
                                          Title: Chairman


                                    CHRISTIAN COMMUNICATIONS OF
                                    CHICAGOLAND, INC.


                                    By: /s/ Jerry K. Rose
                                       -----------------------------------------
                                          Name:  Jerry K. Rose
                                          Title: President


                                    PAXSON COMMUNICATIONS CORPORATION HEREBY
                                    JOINS IN THE EXECUTION OF THE FOREGOING 
                                    AGREEMENT TO AGREE TO THE PROVISIONS OF 
                                    ARTICLE 12 ONLY, AS OF THE DATE FIRST ABOVE 
                                    WRITTEN. 


                                    PAXSON COMMUNICATIONS CORPORATION



                                    By: /s/ Lowell W. Paxson
                                       -----------------------------------------
                                          Name:  Lowell W. Paxson
                                          Title: Chairman