<PAGE>   1
                                                                  EXHIBIT 10.140



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                            STOCK PURCHASE AGREEMENT

                                 BY AND BETWEEN

                      HOUSING DEVELOPMENT ASSOCIATES S.E.

                                      AND

                    PAXSON COMMUNICATIONS OF SAN JUAN, INC.

                               NOVEMBER 12, 1996


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<PAGE>   2

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                     Page
<S>           <C>                                                                                                     <C>
SECTION 1.       CERTAIN DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.1  Terms Defined in this Section . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2  Terms Defined Elsewhere in this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         1.3  Clarifications  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 2.       AT CLOSING; PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.1  Agreement to Sell and Buy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.2  Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.3  Preclosing Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

SECTION 3.       REPRESENTATIONS AND WARRANTIES OF HDA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         3.1  Organization of HDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         3.2  Authorization and Binding Obligation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         3.3  Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.4  Absence of Conflicting Agreements; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.5  Claims and Legal Actions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.6  Broker  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         3.7  Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 4.       REPRESENTATIONS AND WARRANTIES OF BUYER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         4.1  Organization, Standing, Authority, Ownership  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         4.2  Authorization and Binding Obligation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         4.3  Absence of Conflicting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         4.4  Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.5  Investment Purpose  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.6  Qualifications  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SECTION 5.       CERTAIN PRECLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         5.1  Encumbrances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         5.2  Dispositions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         5.3  Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         5.4  Indebtedness and Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         5.5  Compliance with Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         5.6  Licenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         5.7  No Inconsistent Action  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         5.8  HDA Consents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         5.9  Notification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         5.10 Capital Improvements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

</TABLE>




                                    - i -
<PAGE>   3

<TABLE>
<CAPTION>
                                                                                                                     Page
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<S>      <C>                                                                                                         <C>
         5.11 Shareholder and Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 6.       SPECIAL COVENANTS AND AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         6.1  FCC Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         6.2  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         6.3  Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         6.4  Control of the Stations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         6.5  No Inconsistent Action  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         6.6  Buyer Consents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         6.7  Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         6.8  Agreement with ECOC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         6.9  Studio Lease Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         6.10 Cancellation of Note  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         6.11 Shareholder and Management Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         6.12 Ponce Transmitter Site  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         6.13 Mortgage  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

SECTION 7.       CONDITIONS TO OBLIGATIONS OF BUYER AND HDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         7.1  Conditions to Obligations of Buyer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         7.2  Conditions to Obligations of HDA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

SECTION 8.       CLOSING AND CLOSING DELIVERIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         8.1  Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         8.2  Deliveries by HDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         8.3  Deliveries by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

SECTION 9.       TERMINATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         9.1  Termination by HDA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         9.2  Termination by Buyer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         9.3  Rights on Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.4  Specific Performance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.5  Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

SECTION 10.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; CERTAIN REMEDIES  . . . . . . . . . . .  19
         10.1  Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         10.2  Indemnification by HDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         10.3  Indemnification by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         10.4  Procedure for Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         10.5  Certain Limitations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         10.6  Exclusivity of Remedy  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22          

</TABLE>


                                    - ii -
<PAGE>   4

<TABLE>
<CAPTION>
                                                                                                                     Page
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<S>      <C>                                                                                                         <C>
SECTION 11.      MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         11.1  Fees and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         11.2  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         11.3  Benefit and Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         11.4  Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         11.5  GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         11.6  Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         11.7  Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         11.8  Waiver of Compliance; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         11.9  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         11.10 Guaranty of PCC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24



</TABLE>


                                   - iii -
<PAGE>   5




                           EXHIBITS AND SCHEDULES TO
                            STOCK PURCHASE AGREEMENT



                                    EXHIBITS

<TABLE>
         <S>                      <C>      <C>
         EXHIBIT A                --       ECOC Amendment
         EXHIBIT B                --       Studio Lease Agreement
</TABLE>


                                   SCHEDULES

<TABLE>
         <S>                      <C>     <C>
         Schedule 3.4             --       HDA Consents
         Schedule 3.7             --       Mortgage
         Schedule 8.2(e)          --       Officers and Directors to Resign

</TABLE>




                                    - iv -



<PAGE>   6


                            STOCK PURCHASE AGREEMENT

       This STOCK PURCHASE AGREEMENT is made as of November 12, 1996, by and
between PAXSON COMMUNICATIONS OF SAN JUAN, INC., a Florida corporation
("Buyer"), and HOUSING DEVELOPMENT ASSOCIATES S.E., a Puerto Rico special
partnership ("HDA").

                                R E C I T A L S:

       A.     S & E Network Inc., a Puerto Rico corporation (the "Company"),
owns television stations WSJN-TV, San Juan, Puerto Rico, WKPV(TV), Ponce,
Puerto Rico and WJWN-TV, San Sebastian, Puerto Rico (the "Stations") pursuant
to licenses issued by the Federal Communications Commission (the "FCC").

       B.     HDA owns fifty percent (50%) of the issued and outstanding shares
of the common stock of the Company and Buyer owns the remaining fifty percent
(50%) of the issued and outstanding shares of the common stock of the Company.

       C.     Buyer desires to buy from HDA and HDA desires to sell to Buyer
all of HDA's shares of the common stock of the Company on the terms and
conditions hereinafter set forth.

                              A G R E E M E N T S:

       In consideration of the above recitals and of the mutual agreements and
covenants contained in this Agreement, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement, intending to be bound
legally, agree as follows: 

SECTION 1.   CERTAIN DEFINITIONS.

       1.1  Terms Defined in this Section.  The following terms, as used in
this Agreement, have the meanings set forth in this Section:

       "Affiliate" means (a) any Person that directly or indirectly, through
one or more intermediaries, controls, is controlled by or is under common
control with another Person, or (b) an officer or director of an affiliate
within the meaning of (a) above.

       "Buyer Consents" means the Consents required to be obtained by Buyer to
permit Buyer to buy the Stock pursuant to this Agreement.





<PAGE>   7

                                     - 2 -


       "Closing" means the consummation of the purchase and sale of the Stock 
pursuant to this Agreement in accordance with the provisions of Section 8.

       "Closing Date" means the date on which the Closing occurs, as determined
pursuant to Section 8.

       "Communications Act" means the Communications Act of 1934, as amended.

       "Consents" means the consents, permits, or approvals of government
authorities and other third parties necessary to transfer the Stock to Buyer or
otherwise to consummate the transactions contemplated by this Agreement.

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

       "FCC" means the Federal Communications Commission.

       "FCC Consent" means action by the FCC granting its consent to the
transfer of the Stock to Buyer as contemplated by this Agreement.

       "FCC Licenses" means those licenses, permits, and authorizations issued
by the FCC to the Company in connection with the business and operations of the
Stations.

       "First Purchase Agreement" means the Stock Purchase Agreement, dated as
of January 31, 1996, by and among the Company, Buyer and HDA.

       "HDA Consents" means the Consents required to be obtained by HDA to
permit HDA to sell the Stock pursuant to this Agreement as listed in Schedule
3.4.

       "Licenses" means all licenses, permits, construction permits, and other
authorizations issued by the FCC, the Federal Aviation Administration, or any
other federal, state, or local governmental authorities to the Company,
currently in effect and used or useful in the business or operations of the
Stations, together with any additions thereto between the date of this
Agreement and the Closing Date.

       "Management Agreement" means the Management Agreement, dated as of
August 30, 1996, by and among Buyer, the Company and HDA.

       "Material Contract" means any contract, lease, non-governmental license,
agreement, or commitment to which HDA is a party, except for any contract,
lease, non-governmental license, agreement, or commitment, (i) the obligations
under which will be fully performed


<PAGE>   8

                                     - 3 -


prior to Closing; or (ii) except for film or programming, entered into in the
ordinary course of business and not involving a commitment in excess of $5,000.

       "Person" means an individual, corporation, association, partnership,
joint venture, trust, estate, limited liability company, limited liability
partnership, or other entity or organization.

       "Shareholder Agreement" means the Shareholder Agreement dated as of
August 30, 1996, by and among Buyer, the Company and HDA.

       "Stations" means television stations WSJN-TV, San Juan, Puerto Rico,
WKPV(TV), Ponce, Puerto Rico and WJWN-TV, San Sebastian, Puerto Rico.

       "Stock" means 500 shares of voting common stock, par value $.01 per
share which, as of the Effective Time, shall represent fifty percent (50%) of
the issued and outstanding shares of capital stock of the Company.

       1.2  Terms Defined Elsewhere in this Agreement.  For purposes of this
Agreement, the following terms have the meanings set forth in the sections
indicated:
                 Term                           Section
                 ----                           -------
   
                 Buyer                          Preamble

                 Claimant                       Section 10.4(a)

                 Company                        Recitals

                 ECOC                           Section 6.8

                 ECOC Agreement                 Section 6.8

                 ECOC Amendment                 Section 6.8

                 GE Loan                        Section 5.4

                 HDA                            Preamble

                 Indemnifying Party             Section 10.4(a)

                 IRS Deb                        Section 5.4

                 Purchase Price                 Section 2.2

                 Studio Lease Agreement         Section 6.9

       1.3  Clarifications.  Words used herein, regardless of the gender and
number specifically used, shall be deemed and construed to include any other
gender and any other number as the context requires.  Use of the word
"including" herein shall be deemed and 




<PAGE>   9

                                     - 4 -


construed to mean "including but not limited to."  Except as specifically
otherwise provided in this Agreement in a particular instance, a reference to a
Section, Exhibit or Schedule is a reference to a Section of this Agreement or
an Exhibit or Schedule hereto, and the terms "hereof," "herein" and other like
terms refer to this Agreement as a whole, including the Schedules hereto, and
not solely to any particular part hereof.

SECTION 2.    AT CLOSING; PURCHASE PRICE.

       2.1  Agreement to Sell and Buy.  Subject to the terms and conditions
set forth in this Agreement, HDA hereby agrees to sell, transfer and deliver to
Buyer on the Closing Date, and Buyer agrees to purchase, the Stock, free and
clear of any claims, liabilities, security interests, mortgages, liens,
pledges, conditions, charges, or encumbrances of any nature whatsoever.

       2.2  Purchase Price.  The purchase price for the Stock (the "Purchase
Price") shall be Seven Million Dollars ($7,000,000), adjusted as provided in
Section 6.12 and payable by federal wire transfer of same-day funds pursuant to
wire instructions which shall be delivered by HDA to Buyer at least two
business days prior to the Closing Date.

       2.3  Preclosing Distribution. At least ten days prior to the Closing,
HDA and Buyer shall use good faith efforts to agree on the amount of a dividend
(the "Dividend") to be declared by the Company in the aggregate amount of the
excess of the Stations' cash receipts for the period January 31, 1996 through
the Closing Date over the Stations' operating expenses (excluding noncash
charges) for the same period.  Immediately preceding the Closing, HDA and Buyer
shall cause the Company to declare the Dividend which shall be payable within
30 days after the Closing Date, one-half to HDA and one-half to Buyer, as
shareholders of record immediately preceding the Closing.

SECTION 3.   REPRESENTATIONS AND WARRANTIES OF HDA.

       HDA represents and warrants to Buyer as follows:

       3.1  Organization of HDA.  HDA is a partnership duly organized and
validly existing under the laws of the Commonwealth of Puerto Rico. HDA has the
requisite partnership power and authority to execute, deliver and perform this
Agreement and the documents contemplated hereby according to their respective
terms.

       3.2  Authorization and Binding Obligation.  The execution, delivery and
performance of this Agreement by HDA have been duly authorized by all necessary
partnership action on the part of HDA.  This Agreement has been duly executed
and delivered by HDA and constitutes the legal, valid, and binding obligation
of HDA, enforceable in accordance with 





<PAGE>   10

                                     - 5 -

its terms except as the enforceability of this Agreement may be affected
by bankruptcy, insolvency, or similar laws affecting creditors' rights
generally and by judicial discretion in the enforcement of equitable remedies.

        3.3  Stock. HDA owns beneficially and of record the Stock free and
clear of any mortgages, liens, claims, charges, encumbrances, assessments or
other adverse interests of any kind or nature whatsoever except for
encumbrances created by the Shareholder Agreement.  The Stock constitutes fifty
percent (50%) of the issued and outstanding shares of the capital stock of the
Company.  The Stock and the five hundred (500) shares of common stock of the
Company owned by Buyer constitute the only issued and outstanding equity
interest in the Company.  The Stock has been duly and validly issued, is fully
paid and nonassessable and was issued in accordance with all applicable laws.
There are no outstanding options or other rights to acquire the Stock.  Except
for the Shareholder Agreement, there are no voting trust agreements or other
contracts, agreements or arrangements restricting voting or dividend rights or
the issuance or transferability of the Stock.

        3.4  Absence of Conflicting Agreements; Consents. Subject to obtaining
the FCC Consent provided for in Section 6.1, the Buyer Consents and the HDA
Consents described on Schedule 3.4, the execution, delivery and performance by
HDA of this Agreement and the documents contemplated hereby (with or without
the giving of notice, the lapse of time, or both): (a) do not require the
consent of any third party; (b) will not conflict with any provision of the
Certificate of Incorporation or Bylaws of the Company or the Partnership
Agreement of HDA; (c) will not conflict with, result in a breach of, or
constitute a default under any applicable law, judgment, order, ordinance,
injunction, decree, rule, regulation, or ruling of any court or governmental
instrumentality; and (d) will not conflict with, constitute grounds for
termination of, result in a breach of, constitute a default under, or
accelerate or permit the acceleration of any performance required by the terms
of any Material Contract.  Except for the FCC Consent provided for in Section
6.1, the Buyer Consents and the HDA Consents described in Schedule 3.4, no
consent, approval, permit, or authorization of, or declaration to, or filing
with any governmental or regulatory authority or any other third party is
required to permit HDA to consummate this Agreement and the transactions
contemplated hereby.

        3.5  Claims and Legal Actions.  There is no claim, legal action,
counterclaim, suit, arbitration, or other legal, administrative, or tax
proceeding, nor any order, decree, or judgment, in progress or pending, or to
the knowledge of HDA threatened, against HDA or relating to alleged actions or
omissions of HDA which could impair HDA's ability to consummate the
transactions contemplated hereby or affect the business or operations of any
Station, nor does HDA know of any basis for the same.





<PAGE>   11

                                     - 6 -


        3.6  Broker.  Neither HDA nor any Person acting on its behalf has
incurred any liability for any finders' or brokers' fees or commissions in
connection with the transactions contemplated by this Agreement.

        3.7 Real Property. All indebtedness and other payments secured by the
mortgage described in Schedule 3.7 hereto (the "Mortgage") have been paid in
full by the Company.

SECTION  4.   REPRESENTATIONS AND WARRANTIES OF BUYER.

       Buyer represents and warrants to HDA as follows:

        4.1  Organization, Standing, Authority, Ownership.  Buyer is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Florida and has the requisite corporate power and
authority to execute, deliver, and perform this Agreement and the documents
contemplated hereby according to their respective terms and to own the Stock.

        4.2  Authorization and Binding Obligation.  The execution, delivery and
performance of this Agreement by Buyer have been duly authorized by all
necessary corporate action on the part of Buyer.  This Agreement has been duly
executed and delivered by Buyer and constitutes a legal, valid, and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms
except as the enforceability of this Agreement may be affected by bankruptcy,
insolvency, or similar laws affecting creditors' rights generally and by
judicial discretion in the enforcement of equitable remedies.

        4.3  Absence of Conflicting Agreements.  Subject to the receipt of the
Consents, the execution, delivery and performance by Buyer of this Agreement
and the documents contemplated hereby (with or without the giving of notice,
the lapse of time, or both):  (a) do not require the consent of any third
party; (b) will not conflict with the Articles of Incorporation or By-laws of
Buyer; (c) will not conflict with, result in a breach of, or constitute a
default under, any applicable law, judgment, order, ordinance, injunction,
decree, rule, regulation, or ruling of any court or governmental
instrumentality; and (d) will not conflict with, constitute grounds for
termination of, result in a breach of, constitute a default under, or
accelerate or permit the acceleration of any performance required by the terms
of, any agreement, instrument, license or permit to which Buyer is a party or
by which Buyer may be bound.  Except for the FCC Consent, the HDA Consents and
the Buyer Consents, no consent, approval, permit or authorization of, or
declaration to, or filing with any governmental or regulatory authority or any
other third party is required to permit Buyer to consummate this Agreement and
the transactions contemplated hereby.





<PAGE>   12

                                     - 7 -



        4.4  Brokers. Neither Buyer nor any Person acting on its behalf has
incurred any liability for any finders' or brokers' fees or commissions in
connection with the transactions contemplated by this Agreement.

        4.5  Investment Purpose.  Buyer is acquiring the Stock for investment
for its own account and not with a view to the sale or distribution of any part
thereof, and not including collateral assignments or pledges of the Stock for
financing purposes, Buyer has no present intention of selling, granting
participations in, or otherwise distributing the Stock.

        4.6  Qualifications.  Assuming the Company's existing FCC authorization
to operate WKPV(TV) and WJWN-TV as satellites of WSJN-TV pursuant to Section
73.3555, Note 5, of the FCC's rules and regulations is not terminated, Buyer is
legally qualified under the Communications Act and FCC rules, regulations and
policies to acquire the Stock and to operate the Stations.

SECTION  5.   CERTAIN PRECLOSING COVENANTS.

       HDA covenants and agrees that between the date hereof and the Closing
Date, HDA shall comply with the following covenants:

        5.1  Encumbrances.  HDA will not create, assume, or permit to exist any
mortgage, pledge, lien, or other charge or encumbrance affecting the Stock.

        5.2  Dispositions.  HDA will not sell, assign, lease, or otherwise
transfer or dispose of the Stock.

        5.3  Access to Information.  HDA will give to Buyer and its counsel,
accountants, engineers, and other authorized representatives reasonable access
to all information that they reasonably request relating to the Stock.

        5.4  Indebtedness and Obligations. HDA shall either prepay, or pay
promptly when due, all payment obligations (including principal, interest,
penalties and other amounts) payable under the Promissory Notes of the Company
to General Electric Capital Corporation of Puerto Rico (collectively, the "GE
Loan") and all indebtedness of the Company to the Internal Revenue Service (the
"IRS Debt"), which payment obligations have been assumed by HDA pursuant to an
Assumption Agreement, dated August 30, 1996, by and among HDA, Buyer and the
Company.

        5.5  Compliance with Laws.  HDA shall comply in all material
respects with all laws, rules, and regulations except to the extent that
noncompliance would not have a material 


<PAGE>   13

                                     - 8 -


adverse effect on the Company or the Stock or that noncompliance is caused by
an agent of Buyer.

        5.6  Licenses.  HDA shall not cause any of the Licenses issued by the
FCC with respect to the Stations to expire or to be revoked, suspended, or
modified, or take any action that could reasonably be expected to cause the FCC
or any other governmental authority to institute proceedings for the
suspension, revocation, or material adverse modification of any of such
Licenses.

        5.7  No Inconsistent Action.  HDA shall not take any action that is
inconsistent in any material respect with its obligations under this Agreement
or that could reasonably be expected to hinder or delay the consummation of the
transactions contemplated by this Agreement.  Neither HDA nor any of its
representatives or agents shall, directly or indirectly, solicit, initiate, or
participate in any way in discussions or negotiations with, or provide any
confidential information to, any Person (other than Buyer or any Affiliate or
associate of Buyer and their respective representatives and agents) concerning
any possible disposition of the Stock or any similar transaction.

        5.8  HDA Consents.  HDA shall use its best efforts to obtain all HDA
Consents without any change in the terms or conditions of any contract or
license to which such Consent relates.  HDA shall promptly advise Buyer of any
difficulties experienced in obtaining any of the HDA Consents and of any
conditions proposed, considered, or requested for any of the HDA Consents.

        5.9  Notification.  HDA shall promptly notify Buyer in writing of any
material change in any of the information contained in the representations and
warranties contained in Section 3 of this Agreement.

       5.10  Capital Improvements.  Prior to the Closing Date, HDA shall have
paid to the Company $50,000 for the repair of the retaining wall at the Cubuy
tower site.  HDA shall also have paid to the Company the necessary funds in
excess of insurance proceeds to repair the other damage from Hurricane Bertha
at the Cubuy tower site.

       5.11  Shareholder and Management Agreement.  HDA shall comply with all of
the terms and conditions of the Shareholder Agreement and the Management
Agreement.

SECTION  6.   SPECIAL COVENANTS AND AGREEMENTS.

               6.1  FCC Consent.



<PAGE>   14

                                     - 9 -


              (a)  The sale of the Stock as contemplated by this Agreement is
subject to the prior consent and approval of the FCC.

              (b)  HDA and Buyer shall, and shall cause the Company to, prepare
and, within five (5) business days after the date hereof, file with the FCC an
appropriate application for the FCC Consent.  HDA and Buyer shall, and shall
cause the Company to, thereafter prosecute the application for the FCC Consent
with all reasonable diligence and otherwise use their respective best efforts
to obtain a grant of the application for the FCC Consent as expeditiously as
practicable.  Each party agrees to comply, and cause the Company to comply,
with any condition imposed on it by the FCC Consent, except that no party shall
be required to comply with a condition if (i) the condition was imposed on it
as the result of a circumstance the existence of which does not constitute a
breach by that party of any of its representations, warranties, or covenants
hereunder, and (ii) compliance with the condition would have a material adverse
effect upon it.  HDA and Buyer shall, and shall cause the Company to, oppose
any petitions to deny or other objections filed with respect to the application
for the FCC Consent and any requests for reconsideration or judicial review of
the FCC Consent.  The cost of such opposition shall be borne by the party whose
qualifications are being challenged in such petition to deny, objection,
request for reconsideration or judicial review.

              (c)  If the Closing shall not have occurred for any reason within
the original effective period of the FCC Consent, and neither party shall have
terminated this Agreement under Section 9, the parties shall jointly request an
extension of the effective period of the FCC Consent.  No extension of the
effective periods of the FCC Consent shall limit the exercise by either party
of its right to terminate the Agreement under Section 9.

        6.2  Confidentiality.  Except as necessary for the consummation of the
transaction contemplated by this Agreement, including the requirements of HDA's
and Buyer's lenders, and the operation of the Stations pursuant to the
Management Agreement and except as and to the extent required by law, each
party will keep confidential any information obtained from the other party in
connection with the transactions contemplated by this Agreement.  If this
Agreement is terminated, each party will return to the other party all
information obtained by such party from the other party in connection with the
transactions contemplated by this Agreement.

        6.3  Cooperation.  Buyer and HDA shall cooperate fully with each other
and their respective counsel and accountants in connection with any actions
required to be taken as part of their respective obligations under this
Agreement, and Buyer and HDA shall execute such other documents as may be
necessary and desirable to the implementation and consummation of this
Agreement, and otherwise use their best efforts to consummate the transaction
contemplated hereby and to fulfill their obligations under this Agreement. 
Notwithstanding 




<PAGE>   15

                                     - 10 -


the foregoing, and except as otherwise expressly provided in this Agreement,
Buyer shall have no obligation to agree to any adverse change in any License or
contract in order to obtain a Consent required with respect thereto.

        6.4  Control of the Stations.  Prior to Closing, the operations of the
Stations, including complete control and supervision of all of the Stations'
programs, employees, and policies, shall be the sole responsibility of the
Company as managed by Buyer pursuant to the Management Agreement.

        6.5  No Inconsistent Action.  Buyer shall not take any action that is
inconsistent in any material respect with its obligations under this Agreement
or that could reasonably be expected to hinder or delay the consummation of the
transactions contemplated hereby.  Without limiting the generality of the
foregoing, Buyer shall not take any action that could result in its
disqualification under the Communications Act or FCC rules and regulations to
purchase the Stock or operate the Stations.  If Buyer becomes aware of any fact
that could result in such disqualification, it will so inform HDA and use its
best efforts to eliminate any such disqualifying fact.

        6.6  Buyer Consents.  Buyer shall use its best efforts to obtain all of
the Buyer Consents.  Buyer shall promptly advise HDA of any difficulties
experienced in obtaining any of the Buyer Consents and of any conditions
proposed, considered or requested for any of the Buyer Consents.

        6.7  Exclusivity.

              (a) During the Exclusivity Period (defined below) Buyer shall
cause the Stations not to broadcast any Interactive Gaming Programming (defined
below) except for (i) Interactive Gaming Programming provided under the ECOC
Agreement as amended pursuant to Section 6.8, (ii) Interactive Gaming
Programming produced by or broadcast during time purchased by HDA or an
Affiliate of HDA or (iii) RFR Waiver Programming (defined below).

              (b) The "Exclusivity Period" shall mean the period commencing on
the date hereof and ending on the second anniversary of the Closing Date;
provided, however, that the Exclusivity Period shall be extended following the
second anniversary of the Closing Date for so long as HDA or an HDA Affiliate
shall offer to purchase at least 2 hours per week of broadcast time on the
Stations for broadcast of Interactive Gaming Programming which 2 hours
requirement shall not be satisfied by the broadcast of Interactive Gaming
Programming under the ECOC Agreement.





<PAGE>   16

                                     - 11 -



              (c) During the Exclusivity Period, Buyer shall cause the Company
to sell to HDA or an HDA Affiliate, upon request, broadcast time on the
Stations for Interactive Gaming Programming in a minimum and maximum amount of
2 hours per week and 10 hours per week, respectively.  Buyer shall cause the
Stations to make such broadcast time available at such times as shall be
requested by HDA at least 30 days prior to the broadcast, but shall not be
required to provide more than 2 hours per day.  The hourly rate charged for
such broadcast time shall equal the average of the rate charged for each hour
immediately preceding and immediately following such broadcast time (not
including advertising revenues for individual spots of one minute or less
broadcast during such hour).

              (d) During the Exclusivity Period Buyer shall cause the Company
to notify HDA of any bona fide offer from any person to purchase broadcast time
on the Stations for the broadcast of Interactive Gaming Programming which the
Company desires to accept ("Proposed Programming").  Such notice shall be in
writing and shall set forth all material terms of the Proposed Programming
including the schedule and number of hours per week of proposed broadcast time,
a detailed description of the content of the Proposed Programming, the
consideration to be received by the Company in respect of the Proposed
Programming and the duration of the commitment to purchase broadcast time.
Following receipt of such notice, HDA shall have 60 days to notify the Company
whether it wishes to purchase broadcast time for Interactive Gaming Programming
on the same terms as the Proposed Programming.  If HDA notifies the Company
within such period of its desire to purchase broadcast time on such terms, the
Company shall sell to HDA or an Affiliate of HDA such broadcast time on such
terms provided that HDA or an Affiliate of HDA makes available to the Stations
such programming within 120 days of HDA's receipt of notice of the Proposed
Programming from Buyer pursuant to the first sentence of this paragraph (d).
If HDA notifies the Company that it declines to purchase such broadcast time or
fails to notify the Company within the 60-day period or fails to provide such
programming within the 120-day period, the Company may broadcast the Proposed
Programming in accordance with the terms thereof (hereafter "RFR Waiver
Programming").

              (e) "Interactive Gaming Programming" shall mean programming
permitted under applicable law the content of which determines or announces the
outcome of a Sponsored Gaming Activity (defined below).  "Sponsored Gaming
Activity" shall mean any parimutuel wagering, sports betting or other game,
lottery or contest where winners are determined predominantly by chance with
respect to which (i) participants in the Sponsored Gaming Activity provide
consideration for an opportunity to win a cash and/or non cash prize, and (ii)
the purchaser of broadcast time for determining or announcing the outcome of
such Sponsored Gaming Activity (or an Affiliate thereof) receives directly or
indirectly some portion of such consideration or a fee paid by some other
person who receives some portion of such consideration.





<PAGE>   17

                                     - 12 -



              Interactive Gaming Programming shall not include (i)
advertisements for casinos, government lotteries, sports books or other
gambling venues or gambling opportunities, or (ii) "no purchase necessary"
sweepstakes or other games of chance where participants have an opportunity to
win a prize but provide no consideration for such opportunity.

              (f)   Notwithstanding the foregoing, the Company shall retain the
right to interrupt or preempt the programming of HDA or an Affiliate thereof to
be broadcast hereunder in case of an emergency or for noncommercial public
service programming which, in the good faith judgment of the Company, is of
greater local or national public importance and the Company shall not be
required to broadcast any programming of HDA or an Affiliate thereof that
violates any applicable laws, rules, regulations or policies of any
governmental entity, including the FCC.

        6.8  Agreement with ECOC. Simultaneously with the Closing, Buyer and HDA
shall cause the Company and HDA shall cause ECOC to amend the Agreement (the
"ECOC Agreement"), dated as of February 1, 1996, between the Company and El
Comandante Operating Co., Inc. ("ECOC"), pursuant to the Amendment to the ECOC
Agreement attached hereto as Exhibit A (the "ECOC Amendment").

        6.9  Studio Lease Agreement. Simultaneously with the Closing, Buyer and
HDA shall cause the Company and HDA shall cause ECOC to enter into the studio
lease agreement attached hereto as Exhibit B (the "Studio Lease Agreement").

        6.10  Cancellation of Note.  Simultaneously with the Closing, the 
Company shall repay to HDA all capital funding notes issued by the Company 
pursuant to the Shareholder Agreement.

        6.11  Shareholder and Management Agreements.  Simultaneously with the
Closing, Buyer and HDA shall, and shall cause the Company to, terminate the
Shareholder Agreement and the Management Agreement except that with respect to
HDA, Section 7.4 of the Shareholder Agreement shall survive such termination
for the term set forth in such Section.

        6.12  Ponce Transmitter Site. The parties hereto acknowledge that they
have agreed to cause the Company to relocate the tower site for television
station WKPV(TV), Ponce, Puerto Rico.  HDA shall pay and reimburse Buyer and/or
the Company, as applicable, for 25% of the costs and expenses relating to such
relocation regardless of whether such costs and expenses are incurred prior to
or after the Closing Date, provided that HDA's reimbursement obligation
hereunder shall not exceed $100,000.  At Closing, the Purchase Price shall be
reduced by the amount of the relocation costs and expenses incurred by Buyer
and/or the Company as of such date for which HDA is responsible hereunder and
Buyer's reasonable estimate of the amount of the relocation costs and expenses
to be incurred by 




<PAGE>   18

                                     - 13 -


Buyer and/or the Company following the Closing for which HDA is responsible
hereunder provided that such reduction in the Purchase Price shall not exceed
$100,000.  Upon completion of the relocation, Buyer shall promptly pay to HDA
the amount, if any, by which such reduction in the Purchase Price exceeded the
aggregate amount of relocation costs and expenses actually incurred by Buyer
and/or the Company for which HDA is responsible hereunder and HDA shall
promptly pay to Buyer the amount, if any, by which such reduction in the
Purchase Price is less than the aggregate amount of relocation costs and
expenses actually incurred by Buyer and/or the Company for which HDA is
responsible hereunder.  Relocation costs and expenses payable hereunder by HDA
shall include all out-of-pocket costs and expenses incurred by Buyer and/or the
Company relating to such relocation; provided that relocation costs and
expenses payable by HDA hereunder shall not include any lease payments to be
made by the Company if the Company elects to lease the site to which it will
relocate the WKPV(TV) transmitter site.

        6.13 Mortgage.  Prior to and after the Closing, HDA shall use
commercially reasonable efforts to assist the Company and Buyer in obtaining
the release of record of the Mortgage.

SECTION  7.   CONDITIONS TO OBLIGATIONS OF BUYER AND HDA.

        7.1  Conditions to Obligations of Buyer.  All obligations of Buyer at
the Closing hereunder are subject at Buyer's option to the fulfillment prior to
or at the Closing Date of each of the following conditions:

              (a)  Representations and Warranties.  All representations and
warranties of HDA contained in this Agreement shall be true and complete in all
material respects at and as of the Closing Date as though made at and as of
that time.

              (b)  Covenants and Conditions.  HDA shall have performed and
complied in all material respects with all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by it
prior to or on the Closing Date.

              (c)  Consents.  All Consents shall have been obtained without any
adverse change in the terms or conditions of any Material Contract or any
License.

              (d)  FCC Consent.  The FCC Consent shall have been granted
without the imposition on Buyer or the Company of any conditions that need not
be complied with by Buyer or the Company under Section 6.1 hereof and HDA shall
have complied with any conditions imposed on it by the FCC Consent.




<PAGE>   19

                                     - 14 -


              (e)  Governmental Authorizations.  The Company shall be the
holder of all FCC Licenses and there shall not have been any modification,
revocation, or non-renewal of any License that could have an adverse effect on
the Stations or the conduct of their business and operations.  No proceeding
shall be pending the effect of which could be to revoke, cancel, fail to renew,
suspend, or modify adversely any FCC License.

              (f)  Deliveries.  HDA shall have made or stand willing to make
all the deliveries to Buyer described in Section 8.2.

              (g)  Station Authorizations.  The Company shall continue to have
all waivers and authorizations from the FCC to operate Station WKPV(TV) and
Station WJWN-TV as satellites of Station WSJN-TV pursuant to Section 73.3555,
Note 5, of the FCC's rules and regulations, 47 C.F.R. Section 73.3555 and
there shall be no proceedings pending or threatened to revoke or suspend such
waivers or authorizations.

              (h)  No Proceeding.  No administrative or judicial proceeding by
any governmental authority or any other person shall have been instituted or
threatened that questions the validity or legality of the transactions
contemplated by this Agreement.

              (i)  Stations' Operation.  Buyer shall have received evidence
that HDA shall have made the payments to the Company required by Section 5.10
hereof.

              (j) Carmen Jovet Programming Agreement.  The termination
agreement relating to the Carmen Jovet Programming Agreement shall be in full
force and effect and HDA shall have made all payments required by the Company
thereunder.

              (k) ECOC Amendment.  ECOC shall have executed and delivered to
Company the ECOC Amendment and the ECOC Agreement as amended by the ECOC
Amendment shall be in full force and effect and ECOC shall be in compliance in
all material respects therewith.

              (l) Studio Lease Agreement.  ECOC shall have executed and
delivered to Company the Studio Lease Agreement and such Studio Lease Agreement
shall be in full force and effect.

              (m) GE Loan and IRS Debt.  Buyer shall have received evidence
that the GE Loan and the IRS Debt shall have been repaid in full by HDA or HDA
shall have delivered to Buyer a release from General Electric Capital
Corporation of Puerto Rico and the Internal Revenue Service releasing the
Company from any and all liabilities or obligations thereunder.  General
Electric Capital Corporation of Puerto Rico and the Internal Revenue Service
shall have released any and all liens that they may have in the assets of the
Company and shall 





<PAGE>   20

                                     - 15 -


have delivered termination statements and releases reasonably satisfactory to 
Buyer with respect thereto.

              (n)   Equipment Lease.  The lease of equipment between the
Company and ECOC shall be in full force and effect.

        7.2  Conditions to Obligations of HDA.  All obligations of HDA at the
Closing hereunder are subject at HDA's option to the fulfillment prior to or at
the Closing Date of each of the following conditions:

              (a)  Representations and Warranties.  All representations and
warranties of Buyer contained in this Agreement shall be true and complete in
all material respects at and as of the Closing Date as though made at and as of
that time.

              (b)  Covenants and Conditions.  Buyer shall have performed and
complied in all material respects with all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by it
prior to or on the Closing Date.

              (c)  Deliveries.  Buyer shall have made or stand willing to make
all the deliveries described in Section 8.3.

              (d)  FCC Consent.  The FCC Consent shall have been granted
without the imposition on HDA of any conditions that need not be complied with
by HDA under Section 6.1 hereof, and Buyer and the Company shall have complied
with any conditions imposed on them by the FCC Consent.

              (e)  No Proceeding.  No administrative or judicial proceeding by
any governmental authority or any other person shall have been instituted or
threatened that questions the validity or legality of the transactions
contemplated by this Agreement.

              (f) ECOC Amendment.  The Company shall have executed and
delivered to ECOC the ECOC Amendment and the ECOC Agreement as amended by the
ECOC Amendment shall be in full force and effect and the Company shall be in
compliance in all material respects therewith.

              (g) Studio Lease Agreement.  The Company shall have executed and
delivered to ECOC the Studio Lease Agreement and such Studio Lease Agreement
shall be in full force and effect.

              (h) Carmen Jovet Programming Agreement.  Buyer shall have paid
$64,486 to HDA, $30,000 of which represents one-half of the amount previously
paid by HDA to 





<PAGE>   21

                                     - 16 -


Carmen Jovet and $34,486 of which represents the estimated book value as of
December 31, 1996 of production equipment for the Carmen Jovet show owned by
HDA and to be conveyed "as is" to the Company on or before the Closing pursuant
to documentation reasonably satisfactory to Buyer.

SECTION  8.   CLOSING AND CLOSING DELIVERIES.

        8.1  Closing.

              (a)  Closing Date.

                    (1)  Except as provided below in this Section 8.1(a) or as
otherwise agreed to by Buyer and HDA, the Closing shall take place at 10:00
a.m. on a date, to be set by Buyer on at least five days' written notice to
HDA, which shall be not earlier than the first business day after the FCC
Consent is granted and not later than ten business days after the FCC Consent
is granted.

                    (2)  Except as provided below in this Section 8.1(a), if
Buyer fails to specify the date for Closing pursuant to the preceding sentence
prior to the fifth business day after the date upon which the FCC Consent has
been granted, the Closing shall take place on the tenth business day after the
date upon which the FCC Consent has been granted.

                    (3)  If there is in effect on the date on which the Closing
would otherwise occur pursuant to this Section 8.1(a) any judgment, decree, or
order that would prevent or make unlawful the Closing on that date, the Closing
shall be postponed until a date within the effective period of the FCC Consent
(as it may be extended pursuant to Section 6.1), to be agreed upon by Buyer and
HDA when such judgment, decree, or order no longer prevents or makes unlawful
the Closing.  If the Closing is postponed pursuant to this paragraph, the date
of the Closing shall be mutually agreed to by HDA and Buyer.

              (b)  Closing Place.  The Closing shall be held at the offices of
Dow, Lohnes & Albertson, 1200 New Hampshire Avenue, N.W., Suite 800,
Washington, D.C. 20036, or any other place that is agreed upon by Buyer and
HDA.

        8.2  Deliveries by HDA.  Prior to or on the Closing Date, HDA shall
deliver to Buyer the following, in form and substance reasonably satisfactory
to Buyer and its counsel:

                    (a)  Stock.  Certificates representing all of the Stock,
which shall be either duly endorsed or accompanied by stock powers duly
executed in favor of Buyer.




<PAGE>   22

                                     - 17 -



              (b)  Resolutions.  Copies of resolutions adopted by the managing
general partner of the managing partner of HDA authorizing and approving the
execution of this Agreement and the consummation of the transactions
contemplated hereby, certified by the Secretary or Assistant Secretary of such
managing general partner as being true and complete on the Closing Date.

              (c)  Officer's Certificate.  A certificate, dated as of the
Closing Date, executed on behalf of HDA by the President of the managing
partner of HDA, certifying:  (1) that the representations and warranties of HDA
contained in this Agreement are true and complete in all material respects as
of the Closing Date as though made on and as of that date; and (2) that HDA has
in all material respects performed and complied with all of its obligations,
covenants, and agreements in this Agreement to be performed and complied with
on or prior to the Closing Date.

              (d)  Opinions of Counsel.  Opinions of HDA's counsel and
communications counsel dated as of the Closing Date, in form and substance
satisfactory to Buyer's counsel.

              (e)  Resignations.  Written resignations effective as of the
Closing Date of the officers and directors of the Company set forth on Schedule
8.2(e) hereto or any successor to any such officers or directors.

              (f) GE and IRS Debt.  Evidence reasonably satisfactory to Buyer
that the GE Debt and the IRS Loan shall have been paid in full or the Company
shall have been discharged from all liabilities and obligations thereunder and
that General Electric Capital Corporation of Puerto Rico and the Internal
Revenue Service shall have released all liens, security interests, claims and
other encumbrances that they may have in the Company's assets.

              (g) Other Agreements.  The documents required by Sections 7.1(k),
(l) and (m).

        8.3  Deliveries by Buyer.  Prior to or on the Closing Date, Buyer shall
deliver to HDA the following, in form and substance reasonably satisfactory to
HDA and its counsel:

              (a) Purchase Price.  The payment described in Section 2.2.

              (b)  Resolutions.  Copies of resolutions adopted by the Board of
Directors of Buyer, authorizing and approving the execution of this Agreement
and the consummation of the transactions contemplated hereby, certified by its
Secretary as being true and correct on the Closing Date.

              (c)  Officer's Certificate.  A certificate, dated as of the
Closing Date, executed on behalf of Buyer by the Chairman or President of
Buyer, certifying (1) that the representations 



<PAGE>   23

                                     - 18 -



and warranties of Buyer contained in this Agreement are true and complete in
all material respects as of the Closing Date as though made on and as of that
date, and (2) that Buyer has in all material respects performed and complied
with all of its obligations, covenants, and agreements in this Agreement to be
performed and complied with on or prior to the Closing Date.

              (d)  Opinion of Counsel.  An opinion of Buyer's counsel dated as
of the Closing Date, in form and substance satisfactory to HDA's counsel.

              (e) Other Agreements.  The agreements duly executed by the
Company required by Sections 7.2(f) and (g).

SECTION  9.   TERMINATION.

        9.1  Termination by HDA  This Agreement may be terminated by HDA, if
HDA is not then in material default, upon written notice to Buyer, upon the
occurrence of any of the following:

              (a)  Conditions.  If on the date that would otherwise be the
Closing Date any of the conditions precedent to the obligations of HDA set
forth in this Agreement has not been satisfied or waived in writing by HDA.

              (b)  Judgments.  If there shall be in effect on the date that
would otherwise be the Closing Date any judgment, decree, or order that would
prevent or make unlawful the Closing.

              (c)  Upset Date.  If the Closing shall not have occurred on or
prior to July 1, 1997.

        9.2  Termination by Buyer.  This Agreement may be terminated by Buyer,
if Buyer is not then in material default, upon written notice to HDA, upon the
occurrence of any of the following:

              (a)  Conditions.  If on the date that would otherwise be the
Closing Date any of the conditions precedent to the obligations of Buyer set
forth in this Agreement has not been satisfied or waived in writing by Buyer.

              (b)  Judgments.  If there shall be in effect on the date that 
would otherwise be the Closing Date any judgment, decree, or order that would
prevent or make unlawful the Closing.




<PAGE>   24

                                     - 19 -


              (c)  Upset Date.  If the Closing shall not have occurred on or
prior to July 1, 1997.

        9.3 Rights on Termination.   If this Agreement is terminated by either
party due to the other party's breach of any provision of this Agreement, such
party shall have all rights and remedies available at law or equity.

        9.4  Specific Performance.  The parties recognize that if HDA breaches
this Agreement and refuses to perform under the provisions of this Agreement,
monetary damages alone would not be adequate to compensate Buyer for its
injury.  Buyer shall therefore be entitled, in addition to any other remedies
that may be available, to obtain specific performance of the terms of this
Agreement.  If any action is brought by Buyer to enforce this Agreement, HDA
shall waive the defense that there is an adequate remedy at law.

        9.5  Attorneys' Fees.  In the event of a default by either party that
results in a lawsuit or other proceeding for any remedy available under this
Agreement, the prevailing party shall be entitled to reimbursement from the
other party of its reasonable legal fees and expenses (whether incurred in
arbitration, at trial, or on appeal).

SECTION 10.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION;
              CERTAIN REMEDIES.

       10.1  Survival.  Without prejudice to representations and warranties in
other agreements delivered hereunder, all representations and warranties of
Buyer and HDA herein and all covenants of Buyer and HDA herein with respect to
periods prior to Closing shall be deemed continuing representations, warranties
and covenants, and shall survive the Closing for a period of eighteen (18)
months.  Any investigations by or on behalf of any party hereto shall not
constitute a waiver as to enforcement of any representation, warranty, or
covenant contained in this Agreement.  No notice or information delivered by
either party shall affect the other party's right to rely on any
representation, warranty, or covenant made by such party or relieve such party
of any obligations under this Agreement as the result of a breach of any of its
representations and warranties.

       10.2  Indemnification by HDA.  Notwithstanding the Closing but subject
to Section 10.5, HDA hereby agrees to indemnify and hold Buyer harmless against
and with respect to, and shall reimburse Buyer for:

                    (a)  any and all losses, liabilities, or damages resulting
from any untrue representation, breach of warranty, or nonfulfillment of any
covenant by HDA contained herein or in any certificate, document, or instrument
delivered to Buyer hereunder;





<PAGE>   25

                                     - 20 -



              (b) any and all losses, liabilities or damages resulting from the
threatened claims and legal actions described in Section 8 of Schedule 1 to the
Officer's Certificate of the Company and HDA dated as of August 30, 1996
delivered at the closing under the First Purchase Agreement;

              (c) any and all losses, liabilities, or damages resulting from
any claim by Angulo Capital Corporation relating to the matters alleged in its
letter dated October 29, 1996 to Mr. Dean Goodman;

              (d) any and all losses, liabilities, or damages resulting from
any claim that any current use of the property described on Schedule 3.7 to the
First Purchase Agreement in which the Company has a 17.96% ownership interest
does not comply with applicable deed restrictions or zoning requirements;
provided that Buyer uses commercially reasonable efforts to mitigate any such
losses, liabilities or damages;

              (e)   any and all out-of-pocket costs and expenses, including
reasonable legal fees and expenses, incident to any action, suit, proceeding,
claim, demand, assessment, or judgment incident to the foregoing or incurred in
investigating or attempting to avoid the same or to oppose the imposition
thereof, or in enforcing this indemnity; and

              (f) in the event of an early termination of the Company's
leasehold interest under the Studio Lease Agreement resulting from any order by
the Puerto Rico Racing Board, (i) any out-of-pocket costs not to exceed
$150,000 of relocating the Company's studio to another facility, plus (ii) the
rent differential between (A) rent payable under the Studio Lease Agreement for
the remainder of the five-year term then in effect at the time of termination,
and (B) rent payable by the Company for a replacement studio not to exceed
8,000 square feet for the same period; provided, however, that if the Company
enters into a lease for a replacement studio in excess of 8,000 square feet,
then HDA's reimbursement obligation shall apply only to that portion of the
space equal to 8,000 square feet.

       10.3  Indemnification by Buyer.  Notwithstanding the Closing but subject
to Section 10.5, Buyer hereby agrees to indemnify and hold HDA harmless against
and with respect to, and shall reimburse HDA for:

              (a)  any and all losses, liabilities, or damages resulting from
any untrue representation, breach of warranty, or nonfulfillment of any
covenant by Buyer contained herein or in any certificate, document, or
instrument delivered to HDA hereunder; and

              (b)   any and all out-of-pocket costs and expenses, including
reasonable legal fees and expenses, incident to any action, suit, proceeding,
claim, demand, assessment, or 



<PAGE>   26

                                     - 21 -


judgment incident to the foregoing or incurred in investigating or attempting
to avoid the same or to oppose the imposition thereof, or in enforcing this
indemnity.

       10.4  Procedure for Indemnification.  The procedure for indemnification
shall be as follows:

              (a)  The party claiming indemnification (the "Claimant") shall
promptly give notice to the party from which indemnification is claimed (the
"Indemnifying Party") of any claim, whether between the parties or brought by a
third party, specifying in reasonable detail the factual basis for the claim.
If the claim relates to an action, suit, or proceeding filed by a third party
against Claimant, such notice shall be given by Claimant within five business
days after written notice of such action, suit, or proceeding was given to
Claimant.

              (b)  With respect to claims solely between the parties, following
receipt of notice from the Claimant of a claim, the Indemnifying Party shall
have thirty days to make such investigation of the claim as the Indemnifying
Party deems necessary or desirable.  For the purposes of such investigation,
the Claimant agrees to make available to the Indemnifying Party and its
authorized representatives the information relied upon by the Claimant to
substantiate the claim.  If the Claimant and the Indemnifying Party agree at or
prior to the expiration of the thirty-day period (or any mutually agreed upon
extension thereof) to the validity and amount of such claim, the Indemnifying
Party shall immediately pay to the Claimant the full amount of the claim.  If
the Claimant and the Indemnifying Party do not agree within the thirty-day
period (or any mutually agreed upon extension thereof), the Claimant may seek
appropriate remedy at law or equity or under the arbitration provisions of this
Agreement, as applicable.

              (c)  With respect to any claim by a third party as to which the
Claimant is entitled to indemnification under this Agreement, the Indemnifying
Party shall have the right at its own expense, to participate in or assume
control of the defense of such claim, and the Claimant shall cooperate fully
with the Indemnifying Party, subject to reimbursement for actual out-of-pocket
expenses incurred by the Claimant as the result of a request by the
Indemnifying Party.  If the Indemnifying Party elects to assume control of the
defense of any third-party claim, the Claimant shall have the right to
participate in the defense of such claim at its own expense.  If the
Indemnifying Party does not elect to assume control or otherwise participate in
the defense of any third-party claim, it shall be bound by the results obtained
in good faith by the Claimant with respect to such claim.

              (d)  If a claim, whether between the parties or by a third party,
requires immediate action, the parties will make every effort to reach a
decision with respect thereto as expeditiously as possible.





<PAGE>   27

                                     - 22 -



              (e)  The indemnifications rights provided in Section 10.2 and
Section 10.3 shall extend to the partners, officers, employees, and
representatives of any Claimant although for the purpose of the procedures set
forth in this Section 10.4, any indemnification claims by such parties shall be
made by and through the Claimant.

       10.5  Certain Limitations.

              (a) Except as provided in paragraph (c) of this Section 10.5,
notwithstanding anything in this Agreement to the contrary, neither party shall
indemnify or otherwise be liable to the other party with respect to any claim
for any breach of a representation or warranty, or for the breach of any
covenant contained in Section 5 of this Agreement, (i) unless notice of the
claim is given within eighteen months after the Closing Date and (ii) except to
the extent the losses, obligations, liabilities, costs and expenses of such
party arising therefrom exceed in the aggregate Ten Thousand Dollars ($10,000).

              (b)  Notwithstanding anything in this Agreement to the contrary,
no indemnification shall be payable by HDA or by Buyer to any Claimant in
excess of Two Hundred Thousand Dollars ($200,000) in the aggregate, except with
respect to Sections 3.5, 3.3, 5.10, 6.12, 10.2(c), 10.2(d) and 10.2(f) or with
respect to the failure of Buyer to pay the Purchase Price.

              (c) The limitations on indemnification set forth in paragraph (a)
of this Section 10.5 shall not apply to indemnification obligations of HDA
under Sections 10.2(c), 10.2(d) or 10.2(f).

       10.6  Exclusivity of Remedy.  Except as otherwise specifically provided
for in this Agreement, the provisions of this Section 10 shall be the sole
recourse of Buyer and HDA for any matters relating to or arising in connection
with this Agreement, and such recourse is explicitly limited to the amounts and
time limits set forth in Section 10.5.

SECTION 11.   MISCELLANEOUS.

       11.1  Fees and Expenses.  HDA shall pay any filing fees, transfer taxes,
document stamps, or other charges levied by any governmental entity on account
of the transfer of the Stock from HDA to Buyer.  Except as provided in Section
6.1(b) of this Agreement, Buyer and HDA shall each pay one-half of any fees
charged by the FCC in connection with obtaining the FCC Consent.  Except as
otherwise specifically provided in this Agreement, each party shall pay its own
expenses incurred in connection with the authorization, preparation, execution,
and performance of this Agreement, including all fees and expenses of counsel,
accountants, agents, and representatives.




<PAGE>   28

                                     - 23 -



       11.2  Notices.  All notices, demands, and requests required or permitted
to be given under the provisions of this Agreement shall be in writing and
shall be addressed as follows:

If to Buy:                       Paxson Communications
                                 of San Juan, Inc.  
                                 601 Clearwater Park Road 
                                 West Palm Beach, FL  33401 
                                 Attn: Mr. Lowell W. Paxson

with copies (which shall not     John R. Feore, Jr., Esq.
constitute notice) to:           Dow, Lohnes & Albertson
                                 1200 New Hampshire Ave., N.W.  
                                 Suite 800 
                                 Washington, D.C.  20036

If to HDA:                       Housing Development
                                 Associates S.E.  
                                 650 Munoz Rivera Avenue, 
                                 7th Floor 
                                 Hato Rey 
                                 Puerto Rico  00918
                                 Attention:  President

with a copy (which shall not     W. Andrew Jack, Esq.
constitute notice) to:           Covington & Burling
                                 1201 Pennsylvania Avenue, N.W.
                                 Washington, D.C.   20044-7566

or to any other or additional persons and addresses as the parties may from
time to time designate in a writing delivered in accordance with this Section
11.2.  A notice mailed by registered or certified mail, postage prepaid and
return receipt requested, shall be deemed to have been duly delivered and
received on the date of receipt shown on the return receipt.

         11.3  Benefit and Binding Effect.  No party hereto may assign this
Agreement without the prior written consent of the other parties hereto;
provided, however, that Buyer may assign its rights and obligations under this
Agreement to another entity without seeking or obtaining HDA's prior approval
provided, further, that Buyer shall guarantee such assignee's performance
hereunder.  Upon any assignment by Buyer or permitted assignment by HDA in
accordance with this Section 11.3, all references to "Buyer" herein shall be
deemed to be references to Buyer's assignee and all references to "HDA" herein
shall be deemed to be references to HDA's assignee.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.


<PAGE>   29


                                   - 24 -



         11.4  Further Assurances.  The parties shall take any actions and
execute any other documents that may be necessary or desirable to the
implementation and consummation of this Agreement.

         11.5  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED, AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA (WITHOUT REGARD TO
THE CHOICE OF LAW PROVISIONS THEREOF).

         11.6  Headings.  The headings herein are included for ease of reference
only and shall not control or affect the meaning or construction of the
provisions of this Agreement.

         11.7  Entire Agreement.  This Agreement, the schedules hereto, the
First Purchase Agreement, the Shareholder Agreement, the Management Agreement,
and all documents, certificates, and other documents to be delivered or
previously delivered by the parties pursuant hereto or thereto (including the
Assumption Agreement and the Closing Agreement executed at the closing of the
First Purchase Agreement), collectively represent the entire understanding and
agreement between Buyer and HDA with respect to the subject matter of this
Agreement.  This Agreement supersedes all prior negotiations between the
parties and cannot be amended, supplemented, or changed except by an agreement
in writing that makes specific reference to this Agreement and that is signed
by the party against which enforcement of any such amendment, supplement, or
modification is sought.

         11.8  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 manner consistent with the requirements
for a waiver of compliance as set forth in this Section 11.8.

         11.9  Counterparts.  This Agreement may be signed in counterparts with
the same effect as if the signature on each counterpart were upon the same
instrument.

         11.10  Guaranty of PCC.  In consideration of the execution and delivery
of this Agreement by HDA, Paxson Communications Corporation ("PCC") agrees as
follows:




<PAGE>   30

                                     - 25 -



                 (a)  PCC hereby guarantees the full, complete and timely
performance by Buyer of each and every obligation of Buyer under this
Agreement.  If any default shall be made by Buyer in the performance of any of
such obligations, then PCC will itself perform or cause to be performed such
obligation upon receipt of notice from HDA specifying in summary form the
default;

                 (b)  PCC waives presentment, protest, demand or action in
respect of any of the obligations of Buyer under this Agreement.  PCC waives
all notices of nonperformance, notices of protest, notices of dishonor and
notices of acceptance of this guaranty; and

                 (c) this guaranty shall be deemed a continuing guaranty, and
the above consents and waivers of PCC shall remain in full force and effect
until the satisfaction in full of all obligations of Buyer under this
Agreement.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]






<PAGE>   31



                                    - 26 -

         IN WITNESS WHEREOF, this Agreement has been executed by the duly
authorized officers of Buyer and HDA as of the date first written above.

                                    PAXSON COMMUNICATIONS OF SAN JUAN, INC.



                                    By: /s/  William L. Watson
                                       ---------------------------------------
                                        Name:   William L. Watson   
                                        Title:  Secretary


                                    HOUSING DEVELOPMENT
                                    ASSOCIATES S.E.

                                    By:    Equus Gaming Company L.P.,
                                           its managing partner

                                             By:   Equus Management Company,
                                                   its managing general partner



                                             By:  /s/  Donald G. Blakeman
                                                 -------------------------------
                                                 Name:   Donald G. Blakeman
                                                 Title:  President


                                    With respect to Section 11.10 only:

                                    PAXSON COMMUNICATIONS CORPORATION


                                    By: /s/  William L. Watson
                                       ----------------------------------------
                                        Name:  William L. Watson
                                        Title: Assistant Secretary




<PAGE>   32


                                  SCHEDULE 3.4

                                  HDA CONSENTS

                                     None.






<PAGE>   33

                                  SCHEDULE 3.7

                                    MORTGAGE



         The mortgage set forth below on land in Cubuy, Canovanas, Puerto Rico
which land is described in Schedule 3.7 to the First Purchase Agreement and in
which the Company has a 17.96% ownership interest:

         Mortgage in the principal sum of $170,000 in favor of bearer, created
as per Deed No. 43 executed on March 2, 1987 before Notary Public William A.
Power, duly recorded at page 248(r) of Canovanas, 14th inscription.

         Mortgage in favor of bearer in the principal sum of $150,000 created
as per Deed No. 56 executed on May 31, 1989 before notary Public Sergio A.
Ramirez de Arellano, duly recorded at page 250 of book 98 of Canovanas, 17th
and last inscription.






<PAGE>   34

                                SCHEDULE 8.2(e)

                        OFFICERS AND DIRECTORS TO RESIGN


Directors

Donald G. Blakeman
Gretchen Gronau

Officers

Donald G. Blakeman        Vice President
Gretchen Gronau           Assistant Secretary






<PAGE>   35

                                   EXHIBIT A

                             FORM OF ECOC AMENDMENT






<PAGE>   36

                          FIRST AMENDMENT TO AGREEMENT

          This FIRST AMENDMENT TO AGREEMENT (the "Amendment") dated as of 
_______________ 1996 by and among S&E Network, Inc. ("S&E"), Paxson 
Communications Corporation ("Paxson") and El Comandante Operating Company, 
Inc. ("Producer").

                                  WITNESSETH:

         WHEREAS, S&E and Producer entered into that certain Agreement dated
as of February 1, 1996 relating to certain television programming (the
"Agreement"), and

         WHEREAS, S&E and Producer wish to amend the Agreement in certain
respects, including to provide for a guarantee by Paxson of S&E'S obligations
under the Agreement as amended,

         NOW, THEREFORE, the parties hereto intending to be legally bound
hereby agree as follows:

         1.  Defined Terms.  All capitalized terms not defined herein shall
have the meanings defined in the Agreement.

         2.  Amendments.  The Agreement is hereby amended as follows:

                 (a) The second and third sentences of Section 2 of the
Agreement shall be deleted and the following shall be added in lieu thereof:

         Until December 31, 2011, this rate per hour shall increase or decrease
annually consistent with the annual percentage changes in the Consumer Price
Index For Wage Earners 1967-100 issued and published by the Bureau of Labor
Statistics of the Commonwealth of Puerto Rico Department of Labor ("CPI").
After December 31, 2011 this rate per hour shall be the lower of (i) the
pre-December 31, 2011 rate with continued CPI adjustments, or (ii) lowest
current rate on the Stations for the same time period on other days of the week
on which the Programming is not broadcast.  Hours after 7 p.m. shall be
available until (i) December 31, 2011, at the rate of Nine Hundred Dollars
($900) per hour adjusted annually by the percentage changes in CPI, and (ii)
after
<PAGE>   37

                                     - 2 -


December 31, 2011, at the lowest current rate on the Stations for the same
time period on other days of the week.

                 (b) The first two sentences of Section 4 of the Agreement
shall be deleted and the following shall be substituted in lieu thereof:

        4.  Term.  The initial term of this Agreement shall commence on
February 1, 1996 and shall expire on December 31, 2001.  The term shall be
automatically extended for successive five (5) year periods (each an "Extended
Term") unless Producer notifies S&E in writing of its intention not to renew 
the term at least six (6) months prior to the expiration of the initial term 
or any subsequent Extended Term.

                 (c) Section 5 of the Agreement shall be amended in its
entirety as follows:

         5.  Early Termination/Breach.  In the event either party shall breach,
default or fail to perform any material term or condition of this Agreement
(other than as a result of a Force Majeure Event under Section 12), and shall
fail to cure the same within (5) days after receipt of written notice from the
aggrieved party, the aggrieved party, so long as it is not in breach or default
of this Agreement, may, in addition to any other remedies (except as otherwise
provided herein), elect to terminate this Agreement by written notice thereof
to the breaching party.  In the event that S&E elects to terminate this
Agreement prior to expiration of the term (other than pursuant to the preceding
sentence of this Section 5 as a result of a breach, default or failure to
perform by Producer) or Producer terminates this Agreement pursuant to the
preceding sentence of this Section 5 as a result of a breach, default or
failure to perform by S&E, S&E shall pay Producer a termination fee in the
amount of Two Million Dollars ($2,000,000) adjusted annually by the annual
percentage change in CPI, the payment of which termination fee if Producer
elects to receive such fee, shall be the sole and exclusive remedy available to
Producer upon such termination.

         3.  Guaranty by Paxson.  In consideration of the execution and
delivery of this Amendment by Producer, Paxson agrees as follows:

                 (a) Paxson hereby guarantees the full, complete and timely
performance by S&E of each and every obligation of S&E under the Agreement as
amended hereby.  If any default shall be made by S&E in the performance of any
of such


<PAGE>   38
                                     - 3 -



obligation, then Paxson will itself perform or cause to be performed such
obligation upon receipt of notice from Producer specifying in summary form the
default;

                 (b) Paxson waives presentment, protest, demand or action in
respect of any of the obligations of S&E under the Agreement as amended hereby,
Paxson waives all notices of nonperformance, notices of protest, notices of
dishonor and notices of acceptance of this guaranty; and

                 (c) this guaranty shall be deemed a continuing guaranty, and
the above consents and waivers of Paxson shall remain in full force and effect
until the satisfaction in full of all obligations of S&E under the Agreement as
amended hereby.

         4.  Effect of Amendment.  Except as amended hereby, all other terms of
the Agreement shall remain in full force and effect.

         5.  Counterparts.  This Amendment may be signed in counterparts with
the same effect as if the signature on each counterpart were upon the same
instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date written above.

S & E NETWORK INC.                EL COMANDANTE OPERATING CO. INC.

____________________              _____________________________________



                                  PAXSON COMMUNICATIONS CORPORATION

                                  _____________________________________
<PAGE>   39

                                   EXHIBIT B

                         FORM OF STUDIO LEASE AGREEMENT





<PAGE>   40

                              SUB-LEASE AGREEMENT

         THIS SUB-LEASE AGREEMENT (hereinafter referred to as the "Sub-Lease")
entered into this____ day of ____ by and between EL COMANDANTE OPERATING
COMPANY, INC., (hereinafter referred to as ("Sub-Lessor") and S&E NETWORK
INC., hereinafter referred to as "Tenant").

                                  WITNESSETH:

         In consideration of the mutual covenants and agreements herein
contained, Sub-Lessor and Tenant agree as follows:

         1.  FUNDAMENTAL SUB-LEASE PROVISIONS:  The following fundamental sub-
lease provisions are hereinafter enumerated for convenience purposes:  Each one
of these provisions must be construed together with all the other sections of
this Sub-Lease which cover the same subject.

         In the event of any conflict between any Fundamental Sub-Lease
Provision and the balance of the Sub-Lease, the latter shall prevail.

         Fundamental Sub-Lease Provisions:

                 (a) DATE OF COMMENCEMENT (Paragraph 3):
                     The closing date determined pursuant to Section 8 of the
                     Stock Purchase Agreement dated _____________ by and
                     between Housing Development Associates S.E. and Paxson
                     Communications of San Juan, Inc.

                 (b) SUB-LESSOR'S MAILING ADDRESS:

                     El Comandante Rack Track
                     Highway #3, Km 15.3
                     Canovanas, Puerto Rico 00729

                 (c) TENANT'S MAILING ADDRESS:

                      El Comandante Rack Track
                      Highway #3, Km 15.3
                      Canovanas, Puerto Rico 00729

                 (d) PREMISES (Paragraph 2):

                     El Comandante Race Track
                     Floor: Ground
                     Floor Area: Approximately 17,600 square feet of rentable
                                 area shown in Exhibit "A"

                 (e) TERM (Paragraph 3): Five (5) years ("Original Term") plus
                     up to nine (9) successive five (5) year additional
                     periods (each an "Extended Term" and collectively the
                     "Term").

                 (f) BASIC RENT (Paragraph 4):
                     The Basic Rent will be $30,000 annually, with annual
                     percentage increases commencing January 1, 1998 in the
                     Consumer Price Index for Wage Earners (1967-100) issued
                     and published by the Bureau of Labor Statistics of the
                     Commonwealth of Puerto Rico's Department of Labor ("CPI")
                     over the CPI published for the end of the prior year
                     (i.e., the increase in Basic Rent commencing January 1,
                     1998 shall be equal to the percentage increase in the CPI
                     at December 31, 1997 over the CPI at December 31, 1996).
<PAGE>   41

                 (g)  SECURITY DEPOSIT: None

                 (h)  EXHIBITS: Exhibit "A" - Floor plan of Premises

                 (i) RENEWAL OPTION (Paragraph 14) AND CANCELLATION RIGHTS: The
                     term of this Sub-Lease shall be automatically extended for
                     successive five (5) year periods ("Extended Terms"), up to
                     a maximum of nine (9) Extended Terms, unless Tenant gives
                     Sub-Lessor written notice of its intention not to extend
                     no later than six (6) months prior to the expiration of
                     the Original Term or of any Extended Term of this
                     Sub-Lease.  The terms and conditions during any Extended
                     Term shall be the same as the terms and conditions during
                     the Original Term.

                 (j) PARKING SPACES: The Tenant shall have a minimum of sixty
                     (60) parking spaces in the parking lot located at the rear
                     entrance to the Building.

         2.  BUILDING: Sub-Lessor is the lessor of a 257 acre of land located
at Km 15.3, Highway 3, Canovanas, Puerto Rico (the "Property"), which Property
contains various buildings and improvements, including a six-level building
used as a grand stand and clubhouse for horse racing operations and for
administrative and other racing support services (hereinafter referred to as
the "Building").  The Tenant will occupy the area of the Building described
above in Paragraph 1 (d) (the "Premises").

         3.  TERM: Sub-Lessor agrees to Sub-Lease to Tenant and Tenant agrees
to sub-lease from sub-lessor the Premises in the Building for the Term (as
defined in Paragraph 1 (e) hereof) commencing on the Date of Commencement (as
defined in Paragraph 1 (a) hereof), upon and subject to all of the terms and
conditions set forth in this Sub-Lease.

         4.  BASIC RENT: Tenant shall pay the Basic Rent (as defined in
Paragraph 1 (f) hereof) in lawful money of the United States of America in equal
monthly installments in advance without deduction of offset, on the first day
of each and every month during the Term, at the offices of Sub-Lessor, or at
such other place as Sub-Lessor may designate in writing.

         5.  ADDITIONAL RENT: The Tenant shall pay the following amounts on a
monthly basis as additional rent:

                 (a) Electricity costs incurred by Sub-Lessor as measured by
                     sub-meters for the Premises and billed by Sub-Lessor to 
                     Tenant.

                 (b) Cost of guard security services requested by Tenant over
                     and above the guard services provided for the Sub-Lessor's
                     horse racing operations.

         In addition, Tenant shall reimburse Sub-Lessor for any personal
property taxes assessed on Sub-Lessor for leasehold improvements on the
Premises.  Tenant shall pay such taxes to the Sub-Lessor within five (5) days
after the Sub-Lessor notifies the Tenant the amount of taxes that are due and
payable by Sub-Lessor.

         6. SERVICES TO BE FURNISHED BY SUB-LESSOR: Sub-Lessor agrees to
furnish Tenant:

                 a. Water and sewer services on a 24-hour basis

                 b. Electricity and air conditioning on a 24 hour basis.


                                      2

<PAGE>   42

                 c. Janitorial and cleaning services: One person four hours a
                    day, five days a week, for the Premises, plus janitorial 
                    and cleaning services for the common areas of the Building.

                 d. Guard security services to the extent provided by
                    Sub-Lessor for its horse racing operations.

                 e. Repair services which includes repair of parking areas,
                    maintenance of landscaping, structural repairs to exterior
                    and interior walls (other than Tenant's leasehold
                    improvements or damage caused by Tenant), exterior
                    foundations and roofs, plumbing by Tenant of the Building
                    and other similar maintenance services.

         7. ALTERATIONS: Tenant shall make no alterations, decorations,
installations, additions or improvements in or to the Premises without
Sub-Lessor's prior written consent, and then only in accordance with plans and
specifications approved by Sub-Lessor, which approval shall not be unreasonably
withheld.  All such work shall be done at Tenant's sole expense.  All
alterations, decorations, installations, additions or improvements upon the
Premises, made by either party, shall, unless Sub-Lessor elects otherwise
(which election shall be made by giving notice pursuant to the provisions of
this Sub-Lease not less than ten (10) days prior to the expiration or other
termination of this Sub-Lease) become the property of Sub-Lessor, and shall
remain upon and be surrendered with the Premises, as part thereof, at the end
of the Term.  In the event Sub-Lessor shall so elect, all such alterations,
decorations, installations, additions or improvements made by Tenant, except
those which Sub-Lessor may select, shall be removed by Tenant and Tenant shall
restore the Premises to their original condition at Tenant's sole cost and
expense prior to the expiration of the Term.

         8. SIGNS AND ANTENNAS: Tenant shall be permitted to install a sign on
the entrance road to the building, which sign should not be larger than four
feet by eight feet without Sub-Lessor's written approval.  In addition, Tenant
may place a sign not to exceed three feet by three feet near the rear entrance
of the Building where visitors of Tenant enter the Building.  Tenant shall be
permitted to maintain on the roof of the Building the microwave and satellite
antennas currently located thereon together with any related wiring currently
located elsewhere in the Building.  Tenant shall be permitted reasonable access
to the roof and other portions of the Building for purposes of maintaining or
replacing such antennas and wiring, provided that such access shall nor
interfere with the operations of Sub-Lessor.  Tenant shall hold Sub-Lessor
harmless from (i) any damage to the Building or injury to any person arising
from Tenant's use of the Building permitted under this section, and (ii) any
liability arising from any damage to any of Tenant's property located outside
of the Premises.

         9. USE: Sub-Lessor acknowledges and agrees that Tenant will be using
the Premises on a 24-hour basis.  Tenant shall use the Premises only for
television broadcasting and related operations.

         10. REQUIREMENTS OF LAW; INSURANCE REQUIREMENTS : Tenant, at its sole
expense, agrees that it shall comply with all applicable laws, orders and
regulations of federal, commonwealth or municipal authorities with respect to
the Premises or the use or occupation thereof.  Tenant shall not do or permit
to be done any act or thing upon the Premises which will invalidate or be in
conflict with or increase the rate of any fire insurance policies covering the
Building, and shall not do, or permit of be done,



                                      3
<PAGE>   43

any act or thing upon the Premises which shall or might subject Sub-Lessor to
any liability or responsibility for injury to any person or persons or to
property by reason of any business or operation being carried on upon the
Premises or for any other reason.

         Tenant shall comply with all regulations of the National Board of Fire
Underwriters, or any other body now or hereafter exercising similar functions,
which may be applicable to the Premises or the Building or any part thereof,
and with the requirements of all policies of public liability, fire and all
other types of insurance at any time in force with respect to Premises or the
Building; and in any event, Tenant shall not keep or permit to be kept in or
about the Building any article of dangerous, inflammable or explosive character
which increases the danger of fire, or which would be deemed "hazardous" or
"extra hazardous" by any responsible insurance company.  If by reason of the
failure of Tenant to comply with the provisions of this Paragraph, including,
but not limited to, the mere use to which Tenant puts the Premises, the fire
insurance rate shall at the beginning of this Sub-Lease or at any time
thereafter be higher than it otherwise would be, then without prejudice to
Sub-Lessor's exercise of all rights available to Sub-Lessor as a result of such
failure, Tenant shall reimburse Sub-Lessor as additional rent hereunder, for
that part of all fire insurance premiums thereafter paid by Sub-Lessor, which
shall have been charged because of such failure by Tenant.

         11. ACCESS TO PREMISES: Tenant shall permit Sub-Lessor to erect, use
and maintain such pipes, conduits and wiring in and through the Premises as
Sub-Lessor may deem necessary or desirable.  Sub-Lessor or Sub-Lessor's agents
shall have the right to enter the Premises during business hours to examine the
same, and shall be allowed to take all material into and upon the Premises that
may be required for the maintenance thereof without the same constituting an
eviction of Tenant in whole or in part, and the rent reserved shall in no way
abate while said maintenance is being accomplished.

         12. TENANT'S INDEMNITY OBLIGATIONS: Tenant agrees to indemnify and
save Sub-Lessor harmless against and from all liabilities, obligations,
damages, penalties, claims, costs, charges and expenses, including without
limitation, reasonable attorney's fees, which may be imposed upon or incurred
by Sub-Lessor by reason of any of the following occurring during the term of
this Sub-Lease or any extension thereof: (i) any matter, cause or thing arising
out of Tenant's use, control or management of the Premises; (ii) any work or
thing done by Tenant or any of its employees or agents, in or about the
Premises or Building; (iii) any willful misconduct on the part of Tenant or any
of its employees or agents, (iv) any negligence on the part of Tenant or its
employees or agents, (v) any accident , injury or damage (including death)
occurring on or about the Property, the Premises or the Building where such
accident, damage or injury results or is claimed to have resulted from an act
or omission on the part of the Tenant or any of its employees or agents, and
(vi) any failure on the part of the Tenant to perform or comply with any of the
agreements, terms or conditions contained in this Sub-Lease on its part to be
performed or complied with.  Sub-Lessor shall notify Tenant of any such claims
asserted against it and shall send to Tenant copies of all papers or legal
process served upon it in connection with any action or proceeding brought
against Sub-Lessor by reason of such claim.  In case any such action or
proceeding is brought against Sub-Lessor, Tenant, upon written notice from
Sub-Lessor, shall, at Tenant's sole cost and expense, resist or defend such
action or proceeding by counsel approved by Sub-Lessor, and shall pay any
judgment or perform any decree resulting therefrom.  Nothing contained in this
Paragraph shall be deemed to impose any obligation on Tenant for acts of
negligence or willful misconduct of Sub-Lessor or any of its agents or
employees acting on Sub-Lessor's behalf.




                                      4


<PAGE>   44

Notwithstanding anything herein to the contrary, Tenant shall have the right to
self-insure its obligations hereunder;

         Tenant covenants and agrees to maintain in companies authorized to do
business in Puerto Rico, acceptable to Sub-Lessor, liability insurance,
insuring Sub-Lessor and Tenant (as their interests may appear) against all
claims, demands or actions for injury to or death of any one person or persons
in one accident with a combined limit of Five Million Dollars ($5,000,000.)
applicable to bodily injury and property damage, made by or on behalf of any
person or persons, firm or corporation arising from, related to, or connected
with the conduct and operation of Tenant's business in the Premises, or caused
by actions of Tenant, its agents, servants, licensees, invitees,
concessionaires, employees or contractors.  It is understood that said insurance
coverage shall be in form satisfactory to Sub-Lessor and shall provide that it
shall not be subject to cancellation, termination or change except after at
least thirty (30) days prior written notice to Sub-Lessor.  The policy or
policies, or duly executed certificate of insurance for the same, shall be
delivered by Tenant to Sub-Lessor not less than ten (10) days prior to the
expiration of the term of such coverage.  In the event Tenant fails to comply
with such requirements, Sub-Lessor may obtain such insurance and keep the same
in effect; and Tenant shall pay Sub-Lessor the premium cost thereof upon demand.

         13. ASSIGNMENT AND SUBLETTING: Tenant shall not assign, transfer,
mortgage or otherwise encumber this Sub-Lease or any interest of Tenant hereon,
in whole or in part without first obtaining Sub-Lessor's written permission.
Tenant may not sublet the whole or any part of the Premises or permit the
Premises or any part thereof to be used or occupied by others, without
Sub-Lessor's written permission.  In each instance in which Sub-Lessor's
permission is required, such permission shall not be unreasonably withheld.
Notwithstanding the foregoing, Tenant may, upon five (5) days prior written
notice to Sub-Lessor, (i) assign this Sub-Lease to any affiliate of Tenant, or
(ii) grant a collateral assignment of this Sub-Lease to any creditor of Tenant
or any affiliate of Tenant.

         14. RENEWAL OPTION: The term of this Sub-Lease shall be automatically
extended for successive five (5) year periods not exceeding nine (9) such
periods unless Tenant gives Sub-Lessor written notice of its intention not
extend no later than six (6) months prior to the expiration of the Original
Term or of any Extended Term.  The Basic and Additional Rent under any Extended
Term shall be determined on the same basis as amounts payable pursuant to the
terms and conditions of the Original Term.

         15. END OF TERM: Upon the expiration or other termination of the Term
of this Sub-Lease, Tenant shall quit and surrender the Premises to Sub-Lessor,
broom clean, in good order and condition, ordinary wear and tear excepted; and
subject to the provisions of Paragraph 7 hereof, Tenant shall remove all of its
property form the Premises prior to such expiration or other termination.

         16. HOLDOVER: In the event Tenant remains in possession of the
Premises after the expiration of the tenancy created hereunder and without the
execution of a new agreement, Tenant, at the option of Sub-Lessor, shall be
deemed to be occupying said Premises as a Tenant from month to month at 150% of
the monthly installment of Basic Rent last paid plus 100% of all additional
rents and charges provided herein, subject to all other conditions, provisions
and obligations of this Sub-Lease insofar as the same are applicable to a
month-to-month tenancy.

         17. TENANTS DEFAULTS; REMEDIES:

                 17.A  DEFAULTS: The occurrence of any one or more of the
following events shall constitute a default and breach of this Sub-Lease by
Tenant:



                                      5
<PAGE>   45


                                   (1) The vacating or abandonment of the 
                              Premises prior to the expiration of the Term; 
                              for a period in excess of twenty (20) 
                              consecutive days.

                                   (2) The failure by Tenant to make any 
                              payment of rent or any other payment required     
                              to be made by Tenant hereunder, as and when
                              required and such failure shall continue for a
                              period of ten (10) days after receipt by Tenant
                              of written notice thereof from Sub-Lessor to
                              Tenant;

                                    (3) The failure by Tenant to observe or 
                              perform any of the agreements, convenants,
                              conditions or other provisions of this Sub-Lease
                              to be observed or performed by Tenant, other      
                              than described in Paragraph (2) above, where such
                              failure shall continue for a period of thirty
                              (30) days after receipt by Tenant of written
                              notice thereof from Sub-Lessor to Tenant;

                 17.B  REMEDIES: In the event of any such default or breach by
Tenant, Sub-Lessor may at any time thereafter, with or without notice or demand
and without limiting Sub-Lessor in the exercise of any right or remedy which
Sub-Lessor may have by reason of such default or breach:

                                    (1) Terminate Tenant's right to possession 
                              of the Premises by any lawful means, in which
                              case this Sub-Lease shall terminate and Tenant
                              shall immediately surrender possession of the
                              Premises to Sub-Lessor.  In such event Sub-Lessor
                              shall be entitled to recover from Tenant all
                              damages incurred by Sub-Lessor by reason of
                              Tenant's default, including, but not limited to,
                              the cost of recovering possession of the
                              Premises; and Sub-Lessor may relet the Premises
                              or any part or parts thereof, either in the name
                              of the Sub-Lessor or otherwise, for a term or 
                              terms which may at Sub-Lessor's option be less 
                              than or exceed the period which would have 
                              otherwise constituted the balance of the term of 
                              this Sub-Lease and may grant concessions or free 
                              rent; and Tenant shall also pay Sub-Lessor as
                              liquidated damages for the failure of Tenant to
                              observe and perform the terms, agreements and
                              covenants herein contained, any deficiency
                              between the Basic Rent and additional rent herein
                              agreed to be paid by Tenant and the net amount,
                              if any, of the rents collected on account of any
                              new Sub-Lease or Sub-Leases of the Premises for
                              each monthly period which would otherwise have
                              constituted the balance of the term of this
                              Sub-Lease.  This provision and all other
                              pertinent provisions of this Sub-Lease shall
                              survive the termination of this Sub-Lease. 
                              Unpaid installments of rent or other sums shall
                              bear interest at the prevailing market rates. 
                              Notwithstanding anything to the contrary herein,
                              Tenant shall not be in default if its failure to
                              make a payment of the full amount of the rent is
                              due to Sub-Lessor's failure to provide a written
                              notice of any change in the rent or any other
                              amount that is due and payable under this
                              Sub-Lease, it being understood that this
                              provision does not apply to the payment of the
                              rent due under this Sub-Lease once it has been
                              established for any given year during the term of
                              this Sub-Lease.

                                    (2) Maintain Tenant's right to possession 
                              in which case this Sub-Lease shall continue in
                              effect whether or nor Tenant shall have
                              abandoned the Premises.  In such event Sub-Lessor 
                              shall be entitled to enforce all of Sub-Lessor's
                              rights and remedies under this Sub-Lease,
                              including, without limitation, the right to
                              recover the rent as it becomes due hereunder.




                                      6
<PAGE>   46

        
                                    (3) Pursue any other remedy now or hereafter
                              available to Sub-Lessor under the laws of the
                              Commonwealth of Puerto Rico.

         18. DESTRUCTION OF PREMISES: If the Premises shall be partially
damaged by fire or other cause, unless caused by Tenant's, or any of Tenant's
agents, employees' or invitees', negligence or willful misconduct, the damages
shall be repaired promptly by Sub-Lessor and there shall be an abatement of
rent and other charges proportionate to the amount of square feet of damaged
floor space.  Said abatement shall continue until Sub-Lessor restores the
damaged areas to the condition they were in prior to the damage.  No penalty
shall accrue for delays which may arise by reason of adjustment of insurance by
Sub-Lessor or for reasonable delays for any cause beyond Sub-Lessor's control.
If the Premises are rendered wholly untenantable by fire or other cause, and if
Sub-Lessor shall decide not to restore or rebuild the same, or if the Building
be so damaged that Sub-Lessor shall decide to demolish it or to rebuild it with
substantial modifications, then or in any such event Sub-Lessor may, within
thirty (30) days after such fire or other cause, give Tenant notice in writing
of such decision and thereupon the term of this Sub-Lease shall expire.  Upon
the termination of this Sub-Lease under the conditions provided for in the
sentence immediately preceding, Tenant's liability for rent shall cease accruing
as of the day following the casualty.

         19. PROPERTY-LOSS OR DAMAGE: Sub-Lessor and its agents shall not be
liable for any damage to property of Tenant by theft, riot, civil disorder or
strike, sabotage, pollution, hurricane, storm, earthquake or otherwise.
Sub-Lessor and its agents shall not be liable for any injury or damage to
property or to Tenant or any person resulting from fire, electricity, water,
rain or leaks from any part of the Building or from the pipes, appliances or
plumbing works or from the roof, street, or sub-surface or from any other place
or by dampness or by any other cause of whatsoever nature, unless caused by the
negligence of the Sub-Lessor, its agents or employees; Tenant shall give
immediate oral and written notice to Sub-Lessor in case of fire or accident in
the Premises or Building or of any defect therein or in any fixture or
equipment.

         20. QUIET ENJOYMENT: Sub-Lessor covenants and agrees with Tenant that
upon Tenant paying the rent and additional rent and observing and performing all
the terms, covenants and conditions on Tenant's part to be observed and
performed under this Sub-Lease, Tenant may peaceably and quietly enjoy the
Premises, subject nevertheless to the terms and conditions of this Sub-Lease
and including the underlying lease and mortgages to which the Building is now
or may hereafter be subject.

         21. NO OTHER REPRESENTATIONS BY SUB-LESSOR: Tenant acknowledges and
warrants to Sub-Lessor that neither Sub-Lessor or Sub-Lessor's agents have
made any representations or promises with respect to this Sub-Lease, the
Building or the Premises except as herein set forth.

         22. SUBORDINATION: The Sub-Lessor leases the Building from Housing
Development Associates S.E. ("HDA") pursuant to an Amended and Restated Lease
Agreement dated December 15, 1993, as amended (the "Lease").  This Sub-Lease is
subject and subordinate to the Lease and to all mortgages which are now placed
on or affect the Building or modifications, consolidations or extensions
thereof prior to or subsequent to the execution of this Sub-Lease.  Tenant,
after receiving written notice from HDA or from any person that holds a
mortgage on the Building, agrees that for so long as the Lease or mortgage
exists to give to the mortgagee or HDA the same notices as are required to be
given Sub-Lessor hereunder.  Notwithstanding any provisions of this Paragraph
to the contrary, if any mortgagee shall elect to have this Sub-Lease subordinate
to the lien of its mortgage, and shall give written




                                      7


<PAGE>   47

notice thereof at any rime to Tenant, this Sub-Lease shall be deemed subordinate
to such mortgage, whether this Sub-Lease is dated prior or subsequent to the
date of said mortgage.  Tenant agrees to execute any documents required to
effectuate such subordination.

         Tenant shall in the event any proceedings are brought for the
foreclosure of, or in the event of exercise of the power of sale under any
mortgage made by HDA covering the Premises, attorn to the purchaser upon any
such foreclosure or sale and recognize such purchaser as the Sub-Lessor under
this Sub-Lease.

         23. DEFAULT BY SUB-LESSOR: Sub-Lessor shall not be in default in the
performance of any covenant, obligation or agreement to be performed by
Sub-Lessor under this Sub-Lease unless Sub-Lessor fails to perform an
obligation required of Sub-Lessor within a reasonable time, but in no event
later than thirty (30) days after written notice by Tenant to Sub-Lessor and to
the holder of any mortgage covering the Building whose name and address shall
have there-to-fore been furnished to Tenant in writing specifying where
Sub-Lessor has failed to perform such obligation; provided, however, that if
the nature of Sub-Lessor's obligation is such that more than thirty (30) days
are required for performance, Sub-Lessor shall not be in default if Sub-Lessor
commences performance of such obligation within such thirty (30) days period
and thereafter diligently prosecutes the same to completion.

         24. ATTORNEY'S FEES: If Sub-Lessor or Tenant litigate any provision of
this Sub-Lease or the subject matter of this Sub-Lease, the unsuccessful
litigant shall pay to the successful litigant all costs and expenses, including
attorney's fees and court costs, incurred by the successful litigant at trial
and/or on appeal.

         25. NOTICES: All notices or communications which Sub-Lessor may desire
or be required to give to Tenant, shall be deemed sufficiently given or
rendered if delivered to Tenant personally or sent by registered or certified
mail addressed to Tenant at Tenant's Mailing Address or at such other address
as Tenant may designate by written notice from time to time, and the time of
the giving of such notice or communication shall be deemed to be the time when
the same is delivered to Tenant or mailed, as the case may be and sent by
registered mail addressed to the Tenant. Any notice by Tenant to Sub-Lessor
must be served by registered or certified mail addressed to Sub-Lessor at Sub-
Lessor's mailing address or at such other address as Sub-Lessor nay designate
by written notice from time to time.

         26. NO WAIVER: The failure of Sub-Lessor to seek redress for violation
of or to insist upon the strict performance of any covenant, agreement or
condition of this Sub-Lease, or any of the rules and regulations which may from
time to time be prescribed by Sub-Lessor, shall not prevent a subsequent act
which would have originally constituted a violation from having all the force
and effect of an original violation.  The receipt by Sub-Lessor of rent with
knowledge of the breach of any covenant or agreement of this Sub-Lease shall
not be deemed a waiver of such breach.  No payment by Tenant or receipt by
Sub-Lessor of a lesser amount than the Basic Rent herein stipulated and
additional rent and other charges due hereunder shall be deemed to be other
than on account of the earliest stipulated rent or additional rent or other
charge due hereunder, nor shall any endorsement or statement on any check or
letter accompanying any check or payment as rent or additional rent or other
charge be deemed an accord and satisfaction, and Sub-Lessor may accept such
check or payment without prejudice to Sub-Lessor's right to recover the balance
of such rent or other charge or pursue any other remedy available under this
Sub-Lease.




                                      8
<PAGE>   48

         27. CUMULATIVE REMEDIES: Each right and remedy of Sub-Lessor provided
in this Sub-Lease shall be cumulative and shall be in addition to every other
right or remedy now or hereafter existing at law or by statute or otherwise,
and the exercise or beginning of the exercise by Sub-Lessor of any one or more
of the rights or remedies provided in this Sub-Lease or now or hereafter
existing at law or by statute or otherwise shall not preclude the simultaneous
or later exercise by Sub-Lessor of any or all other rights or remedies provided
for in this Sub-Lease or now or hereafter existing at law or by statute or
otherwise.

         28. INVALIDITY OF PARTICULAR PROVISIONS: If any provisions of this
Sub-Lease are null, void, unenforceable or unconstitutional in any respect, the
other provisions of this Sub-Lease shall be so harmonized as to properly
ascertain the intent of the contracting parties and shall remain in full force
and effect.

         29. MODIFICATION OF SUB-LEASE: No modification, amendment or waiver of
any provision of this Sub-Lease, nor consent to any departure by the Tenant
therefrom, shall be effective unless the same shall be in writing and signed by
Tenant and Sub-Lessor and consented to by HDA.

         30. PARAGRAPH HEADINGS: The paragraph headings through this Sub-Lease
are for convenience and reference only, and the words contained therein shall
in no way be held or construed to explain, modify, limit, amplify, or otherwise
aid in the interpretation, construction or meaning of the provisions of this
Sub-Lease.

         31. ENTIRE AGREEMENT: Each of the parties acknowledges that it has not
relied on any agreements or commitments by the other party with respect to the
subject matter hereof except the agreements and commitments specifically set
forth herein.  This Sub-Lease supersedes and nullifies all prior understanding
and agreements and sets forth the entire agreement of the parties with respect
to the subject matter hereof.

         32. BINDING EFFECT; CHOICE OF LAW: Subject to the provisions hereof
restricting assignment or subletting by Tenant, this Sub-Lease shall bind the
parties and their respective heirs, personal representatives, successors and
assigns.  This Sub-Lease shall be governed by the laws of the Commonwealth of
Puerto Rico.

         THIS IS THE SUB-LEASE that the appearing parties hereby execute in the
respective capacity that each appear hereunder, and they hereby ratify this
instrument in all its parts and bind themselves to stand for all the terms
therein contained at all times under the legal responsibilities arising
therefrom according to law, and thus the appearing parties hereby accept this
instrument in all its parts, as drafted, being all well informed of its
contents, and they do hereby consent to the execution of this Sub-Lease.

         IN WITNESS WHEREOF, the parties have executed this Sub-Lease at
Canovanas, Puerto Rico, on __________________________.


SUB-LESSOR:                                        TENANT:

EL COMANDANTE OPERATING COMPANY, INC.              S & E NETWORK INC.

BY:_____________________________                   BY:_______________________ 
    Name:                                              Name:
    Title:                                             Title:



                                      9

<PAGE>   49
HDA hereby consents to this Sub-Lease Agreement. In the event that this Lease is
terminated HDA shall be substituted for Sub-Lessor as the lessor hereunder and
shall honor this Sub-Lease in accordance with its terms.


HOUSING DEVELOPMENT ASSOCIATES S.E.



BY:  
   -------------------------------
   Name:
   Title:






                                       10
<PAGE>   50
                                   EXHIBIT A



                      BLUEPRINT OF TELENET MASTER CONTROL